UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-K
___________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Commission File Number 001-35761

United Insurance Holdings Corp.

Delaware 75-3241967
(State of Incorporation) (IRS Employer Identification Number)
360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
727-895-7737

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, $0.0001 PAR VALUE PER SHARE NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £ Accelerated filer ☑

Non-accelerated filer £ Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
Non-affiliates held common stock issued by the registrant with an aggregate market value of $286,999,712 as of June 30, 2014, calculated using the closing sales price reported for such date on the NASDAQ Stock Market. For purposes of
this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons
may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
As of February 25, 2015, 21,473,534 shares of common stock, par value $0.0001 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from the Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our
fiscal year ended December 31, 2014.
 UNITED INSURANCE HOLDINGS CORP.

Forward-Looking Statements 3
Part I.
Item 1. Business 4
Item 1A. Risk Factors 18
Item 1B. Unresolved Staff Comments 25
Item 2. Properties 26
Item 3. Legal Proceedings 26
Item 4. Mine Safety Disclosures 26
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27
Item 6. Selected Financial Data 31
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 51
Item 8. Financial Statements and Supplementary Data
Auditor's Report 53
Consolidated Balance Sheets 54
Consolidated Statements of Comprehensive Income 55
Consolidated Statements of Stockholders' Equity 56
Consolidated Statements of Cash Flows 57
Notes to Consolidated Financial Statements 58
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 88
Item 9A. Controls and Procedures 88
Item 9B. Other Information 89
Part III.
Item 10. Directors, Executive Officers and Corporate Governance 91
Item 11. Executive Compensation 91
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 91
Item 13. Certain Relationships and Related Transactions, and Director Independence 91
Item 14. Principal Accounting Fees and Services 91
Part IV.
Item 15. Exhibits, Financial Statement Schedules 92
Exhibit Index 99
Signatures 102

Throughout this Annual Report on Form 10-K (Annual Report), we present amounts in all tables in thousands, except for share amounts, per share amounts, policy counts or where more specific language or context indicates a
different presentation. In the narrative sections of this Annual Report, we show full values rounded to the nearest thousand.

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FORWARD-LOOKING STATEMENTS

Statements in this Form 10-K for the year ended December 31, 2014 or in documents incorporated by reference that are not historical fact are “forward-looking statements” within the meaning of the Private Securities Reform Litigation
Act of 1995. These forward-looking statements include statements about anticipated growth in revenues, earnings per share, estimated unpaid losses on insurance policies, investment returns and expectations about our liquidity. These
statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management’s beliefs and assumptions. Without limiting the generality of the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements
are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties
include, without limitation:

• the regulatory, economic and weather conditions present in the states in which we operate;
• the impact of new federal or state regulations that affect the property and casualty insurance market;
• the cost of reinsurance;
• assessments charged by various governmental agencies;
• pricing competition and other initiatives by competitors;
• our ability to attract and retain the services of senior management;
• the outcome of litigation pending against us, including the terms of any settlements;
• dependence on investment income and the composition of our investment portfolio and related market risks;
• our exposure to catastrophic events and severe weather conditions;
• downgrades in our financial strength ratings; and
• other risks and uncertainties described under "Risk Factors" below.

We caution you to not place reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information
or the occurrence of unanticipated events or otherwise. In addition, we prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP), which prescribes when we may reserve for particular risks,
including litigation exposures. Accordingly, our results for a given reporting period could be significantly affected if and when we establish a reserve for a major contingency. Therefore, the results we report in certain accounting periods
may appear to be volatile.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in our filings with the SEC. The forward-looking events that we discuss in this Form 10-K are valid only as of the date
of this Form 10-K and may not occur in light of the risks, uncertainties and assumptions that we describe in our filings with the SEC. A detailed discussion of these and other risks and uncertainties that could cause actual results and events
to differ materially from our forward-looking statements is included in the section entitled “RISK FACTORS” in Part I, Item 1A of this Form 10-K. Except as required by applicable law, we undertake no obligation and disclaim any
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

Item 1. Business

INTRODUCTION

Company Overview

United Insurance Holdings Corp. serves as the holding company for United Property & Casualty Insurance Company and its affiliated companies (referred to in this document as we, our, us, the Company and UPC Insurance). We
conduct our business principally through the six wholly-owned operating subsidiaries shown below. Collectively, including United Insurance Holdings Corp., we refer to these entities as “UPC Insurance,” which is the preferred brand
identification we are establishing for our Company.

* FSH, FSIC and FSU were not part of our corporate structure as of December 31, 2014.

UPC Insurance is primarily engaged in the residential property and casualty insurance business in the United States. We currently write in Florida, Louisiana, Massachusetts, New Jersey, North Carolina, Rhode Island, South Carolina,
and Texas, and we are licensed to write in Alabama, Connecticut, Delaware, Georgia, Hawaii, Maryland, Mississippi, New Hampshire, New York and Virginia. Our target market currently consists of areas where the perceived threat of
natural catastrophe has caused large national insurance carriers to reduce their concentration of policies. In such areas we believe an opportunity exists for UPC Insurance to write profitable business. We manage our risk of catastrophic loss
primarily through sophisticated pricing algorithms, avoidance of policy concentration, and the use of a comprehensive catastrophe reinsurance program. UPC Insurance has been operating continuously in Florida since 1999, and has
successfully managed its business through various hurricanes, tropical storms, and other weather related events. We believe our record of successful risk management and experience in writing business in catastrophe-exposed areas
provides us a competitive advantage as we grow our business in other states facing similar perceived threats.

We conduct our operations under one business segment.

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To achieve our goals in 2015, UPC Insurance seeks to:

• Grow premium base in existing states;

• Begin writing policies in several new states in support of our growth and diversification strategy;
• Expand our product offerings in states outside Florida;
• Grow commercial residential property writings in Florida;
• Utilize and add strategic partnerships to expand distribution and service capabilities in all states;
• Improve the efficiency of our catastrophe reinsurance program; and
• Leverage investments in technology and analytics to drive profitability.

Corporate Information

In 1999, we formed our original holding company, United Insurance Holdings, L.C., a Florida limited liability company, our original insurance affiliate - United Property & Casualty Insurance Company, and our original management
affiliate - United Insurance Management, and conducted operations under that structure until 2004. In 2004, we added our claims adjusting affiliate - Skyway Claims Services, and continued operations under the new structure until we
completed a merger with Fund Management Group (FMG) Acquisition Corp.

In May 2007, FMG Acquisition Corp, a blank-check company, was incorporated under the laws of Delaware. In September 2008, in a cash and stock transaction, we completed a reverse merger whereby United Subsidiary Corp., a
wholly-owned subsidiary of FMG Acquisition Corp., merged with and into United Insurance Holdings, L.C., a Florida limited liability company, with United Insurance Holdings, L.C. remaining as the surviving entity. In connection with
that merger, FMG Acquisition Corp. changed its name to United Insurance Holdings Corp. and became a public operating company trading in the over-the-counter market under the ticker symbol "UIHC". In April 2011, we founded our
reinsurance affiliate - UPC Re. In December 2012, in connection with an underwritten public offering of 5,000,000 shares of our common stock, we applied to list our common stock on The Nasdaq Capital Market (NASDAQ). Our
application was approved, and our common stock began trading on NASDAQ on December 11, 2012.

Our principal executive offices are located at 360 Central Avenue, Suite 900, St. Petersburg, FL 33701 and our telephone number at that location is (727) 895-7737.

Recent Events

On February 5, 2015, our Board of Directors declared a $0.05 per share quarterly cash dividend payable on March 6, 2015, to stockholders of record on February 27, 2015.

On February 3, 2015, we acquired Family Security Holdings, LLC (FSH), and its two wholly-owned subsidiaries via merger. In connection with the closing of the merger, the holders of FSH membership interests were issued 503,883
shares of our common stock. In addition to the foregoing, FSH members will receive three percent (3%) of all gross premiums written during the twelve-month period following the closing on the renewal of FSIC policies in-force as of the
closing date. Such contingent consideration, if any, will be paid to FSH members approximately 30 days following the anniversary of the closing date in the form of additional shares of our common stock. The number of shares to be issued
will be based on the average closing price of our common stock over the 180-day period preceding the payment date.

On January 9, 2015, we assumed more than 30 commercial residential policies from Citizens Property Insurance Corporation (Citizens), representing approximately $1,200,000 of annualized premiums. The total amount of assumed
premium may be reduced by additional opt outs and cancellations by policyholders.

On January 9, 2015, we filed a shelf registration statement on Form S-3 (Reg. No. 333-201425), which enables us to offer, issue and sell up to an aggregate of $75,000,000 of our common stock, preferred stock, debt securities,
warrants, stock purchase contracts and/or units.

On December 9, 2014, we assumed more than 50 commercial residential policies from Citizens, representing approximately $1,350,000 of annualized premiums. The total amount of assumed premium may be reduced by additional
opt outs and cancellations by policyholders.

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On November 18, 2014, we assumed more than 25,000 homeowners and fire policies from Citizens, representing approximately $45,851,000 of annualized premiums. The total amount of assumed premium may be reduced by
additional opt outs and cancellations by policyholders.

On November 5, 2014, we assumed more than 50 commercial residential policies from Citizens, representing approximately $2,375,000 of annualized premiums. The total amount of assumed premium may be reduced by additional
opt outs and cancellations by policyholders.

PRODUCTS AND DISTRIBUTION

Homeowners policies and related coverage account for the vast majority of the business that we write. In 2014, homeowners policies (by which we mean both standard homeowners and dwelling fire policies) produced written
premium of $418,071,000 and accounted for 96% of our total written premium. In addition to homeowners policies, we write flood policies, which accounted for 3%, and commercial residential policies, which accounted for the remaining
1% of our 2014 written premium. In 2013, homeowners policies accounted for 96% of our total written premium, while flood policies accounted for the majority of the remaining 4%. In 2012, homeowners policies accounted for 95% and
flood accounted for 5% of our total written premium. On our flood policies, we earn a commission while retaining no risk of loss, since all such risk is ceded to the federal government via the National Flood Insurance Program. Policies we
issue under our homeowners programs in the various states where we do business provide structure, content and liability coverage. We offer standardized policies for a broad range of exposures, and our policies include coverage options
for standard single-family homeowners, tenants (renters), and condominium unit owners.

We have developed a unique and proprietary homeowners product we refer to as "UPC 1.0". This new product uses a granular approach to pricing for catastrophe perils. Our objective is to create specific geographic areas such that
within each territory or "catastrophe band" the expected losses are within a specified range of error or approximation from a central estimate. These areas may have millions of data points that help us create distance-to-coast factors that
provide a sophisticated market segmentation that is highly correlated to our risk exposure and reinsurance costs. UPC 1.0 has been filed and approved for use in South Carolina and we plan to file it for use in all our states.

We currently market and distribute our policies to consumers through over 4,000 independent agencies. United Property & Casualty Insurance Company has been focused on the independent agency distribution channel since its
inception, and we believe we have built significant credibility and loyalty with the independent agent community in the states in which we operate. In 2011, we became a Trusted Choice partner company. Trusted Choice is a group of
unaffiliated independent agents around the country that seek to maintain the highest levels of service quality and product offerings to consumers. United Property & Casualty Insurance Company is one of 70 insurance companies
nationwide that have qualified to be Trusted Choice partner companies. We recruit, train and appoint the full-service insurance agencies that distribute our products. Typically, a full service agency is small to medium in size and represents
several insurance companies for both personal and commercial product lines. We depend heavily upon our independent agents to produce new business for us. We compensate our independent agents primarily with fixed-rate commissions
that are consistent with market practices. In addition to our relationships with individual agencies, we have important relationships with aggregators of underlying agency demand. The two most significant of these relationships are with
Allstate in Florida, which, through its Ivantage program, refers homeowners to United Property & Casualty Insurance Company and other partner companies, and with the Florida Association of Insurance Agents (FAIA), which serves as a
conduit between United Property & Casualty Insurance Company and many smaller agencies in Florida with whom we do not have direct appointments.

Our sales representatives monitor and support our agents and also have the principal responsibility for recruiting and training our new agents. We manage our independent agents through periodic business reviews using established
benchmarks/goals for premium volume and profitability.

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COMPETITION

The market for personal and commercial residential property insurance is highly competitive. In our primary market, Florida, there are over 165 licensed insurance companies that write homeowners' policies. The table below shows
year-to-date in-force premium volume and market share for the top 20 companies in Florida as of September 30, 2014, which is the most recent date that the information is publicly available. We compete to varying degrees with all of these
companies and others, including large national carriers, Citizens Property Insurance Corporation, the Florida state-sponsored homeowners insurance entity, and single state or regional carriers. Similar competitive groups exist in our other
geographic markets.

Florida Property Insurance Market - Personal and Commercial Residential - Ranked by DWP*
Company Name Policies in-Force Exposure Direct Written Premium in-Force Percentage Distribution
Citizens Property Insurance Corporation 910,154 $ 269,927,439 $ 2,046,715 19.1%
Universal Property & Casualty Insurance Company 500,503 109,414,644 747,956 7.0%
Homeowners Choice Property & Casualty Insurance Company, Inc. 147,737 39,960,506 349,465 3.3%
Florida Peninsula Insurance Company 134,584 47,385,408 316,874 3.0%
American Coastal Insurance Company 4,294 45,922,226 311,891 2.9%
Federated National Insurance Company 167,597 69,950,824 311,667 2.9%
Heritage Property & Casualty Insurance Company 173,512 51,067,683 302,065 2.8%
United Property & Casualty Insurance Company 156,696 62,622,700 301,014 2.8%
United Services Automobile Association 124,834 50,696,614 296,723 2.8%
St. Johns Insurance Company, Inc. 173,166 64,898,779 284,299 2.7%
People's Trust Insurance Company 132,790 37,356,380 266,234 2.5%
American Integrity Insurance Company of Florida 192,131 58,339,677 236,957 2.2%
Security First Insurance Company 192,058 51,891,500 236,901 2.2%
Tower Hill Prime Insurance Company 139,242 53,691,890 228,924 2.1%
First Community Insurance Company 33,800 6,958,296 212,328 2.0%
Federal Insurance Company 31,977 48,968,272 176,966 1.6%
Tower Hill Signature Insurance Company 98,566 30,301,767 168,709 1.6%
USAA Casualty Insurance Company 53,942 19,188,617 147,942 1.4%
Tower Hill Preferred Insurance Company 67,530 26,514,589 139,070 1.3%
AIG Property Casualty Company 13,764 40,097,514 139,027 1.3%
Total - Top 20 Insurers 3,448,877 1,185,155,325 7,221,727 67.5%
Total - All Insurers 5,797,120 $ 1,892,065,499 $ 10,714,561 100.0%
*The information displayed in the table above is compiled and published by the Florida Office of Insurance Regulation as of September 30, 2014 based on information filings submitted quarterly by all Florida licensed insurance companies. The information above is
presented for each individual company and is not consolidated or aggregated.

We compete primarily on the basis of product features, the strength of our distribution network, high-quality service to our agents and policyholders, and our reputation for long-term financial stability and commitment. Our long and
successful track record writing homeowners insurance in catastrophe-exposed areas has enabled us to develop sophisticated pricing techniques that endeavor to accurately reflect the risk of loss while allowing us to be competitive in our
target markets. This pricing segmentation approach allows us to offer products in areas that have a high demand for property insurance yet are underserved by the national carriers.

We price our product at levels that we project will generate an acceptable underwriting profit. We try to be extremely granular in our approach, so that our price can accurately reflect the risk and profitability of each potential customer.
In our pricing algorithm, we consider credit scores (where allowable) and historical attritional loss costs for the rating territory in which the customer resides, as well as projected reinsurance costs based on the specific geographic and
structural characteristics of the home. In addition to the specific characteristics of the policy being priced, we also evaluate the reinsurance cost of each incremental policy on our portfolio as a whole. In this regard, we seek to optimize our
portfolio by diversifying our geographic exposure in order to limit our probable maximum loss, total insured value and average annual loss.

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We use the output from third-party modeling software to analyze our risk exposures, including wind exposures, by zip code or street address as part of the optimization process.

We establish underwriting guidelines to provide a uniform approach to our risk selection and to achieve underwriting profitability. Our underwriters review the property inspection report during their risk evaluation and if the policy
does not meet our underwriting criteria, we have the right to cancel the policy within 90 days in Florida and within 60 days in other states.

We strive to provide excellent service to our independent agents and our policyholders. We continue to enhance our web-based systems which allow our agents to prepare and process new policies and policy changes online and deliver
policy declarations quickly. We work with a select group of third party vendors to develop, manage and maintain our information technology systems. This allows us to obtain up-to-date technology at a reasonable cost and to achieve
economies of scale without incurring significant fixed-overhead expenses. As agent and consumer behaviors evolve we continue to enhance our technology platforms to offer solutions that meet their needs.

GEOGRAPHIC MARKETS

United Property & Casualty Insurance Company began operations in Florida in 1999, and has operated continuously there since that time. In 2010, we began to expand to other states, beginning with South Carolina in 2010,
Massachusetts in 2011 and Rhode Island in 2012. In 2013, we began writing business in North Carolina, New Jersey and Texas, and in 2014 we wrote our first policies in Louisiana. Our insurance affiliates are also licensed to write, but
have not commenced writing business in Alabama, Connecticut, Delaware, Georgia, Hawaii, Maryland, Mississippi, New Hampshire, New York and Virginia. It is a fundamental part of our strategy to diversify our operations outside of
Florida and to write in multiple states where the perceived threat of natural catastrophes has caused large national insurance companies to reduce their concentration.

The table below shows the geographic distribution of our 252,104 policies in-force as of December 31, 2014, and 202,454 policies in-force as of December 31, 2013.

Policies In-Force By State 2014 Policies % 2013 Policies %

Florida 173,630 69.0% 163,314 80.6%
Massachusetts 20,463 8.1% 10,900 5.4%
South Carolina 19,492 7.7% 15,186 7.5%
Rhode Island 14,387 5.7% 9,990 4.9%
North Carolina 11,314 4.5% 2,533 1.3%
Texas 8,927 3.5% 102 0.1%
New Jersey 3,881 1.5% 429 0.2%
Louisiana 10 —% — —%
Total 252,104 100.0% 202,454 100.0%

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As of December 31, 2014, our total insured value of all polices in-force was approximately $115,244,742,000, an increase of $24,382,381,000, or 26.8%, from the same date in 2013. We have approximately 60.9% of our total insured
value in Florida compared to roughly 74.3% as of December 31, 2013. The following table provides evidence of our improving geographic diversification by illustrating the breakdown of total insured value:

Total Insured Value By State 2014 TIV % 2013 TIV %

Florida 70,200,560 60.9% 67,499,187 74.3%
Massachusetts 14,830,428 12.9 7,604,145 8.4
South Carolina 10,096,269 8.8 8,018,613 8.8
Rhode Island 8,920,721 7.7 6,300,783 6.9
North Carolina 4,952,372 4.3 1,138,785 1.3
Texas 4,085,220 3.5 42,243 —
New Jersey 2,154,756 1.9 258,605 0.3
Louisiana 4,416 — — —
Total 115,244,742 100.0% 90,862,361 100.0%

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RESERVE FOR UNPAID LOSSES

We generally use the term loss(es) to collectively refer to both loss and loss adjusting expenses. We establish reserves for both reported and unreported unpaid losses that have occurred at or before the balance sheet date for amounts
we estimate we will be required to pay in the future. Our policy is to establish these loss reserves after considering all information known to us at each reporting period. At any given point in time, our loss reserve represents our best
estimate of the ultimate settlement and administration cost of our insured claims incurred and unpaid. Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation,
judicial decisions, legislative changes and changes in claims handling procedures, our ultimate liability will likely differ from these estimates. We revise our reserve for unpaid losses as additional information becomes available, and reflect
adjustments, if any, in our earnings in the periods in which we determine the adjustments are necessary.

Reserves for unpaid losses fall into two categories: case reserves and reserves for claims incurred but not reported. See our APPLICATION OF CRITICAL ACCOUNTING ESTIMATES section under Item 7 of this Annual Report for
a discussion of these two categories of reserves for unpaid losses and for a discussion of the methods we use to estimate those reserves.

On an annual basis, our consulting actuary issues a statement of actuarial opinion that documents the actuary’s evaluation of the adequacy of our unpaid loss obligations under the terms of our policies. We review the analysis
underlying the actuary's opinion and compare the projected ultimate losses per the actuary's analysis to our own projection of ultimate losses to ensure that our reserve for unpaid losses recorded at each annual balance sheet date is based
upon our analysis of all internal and external factors related to known and unknown claims against us and to ensure our reserve is within guidelines promulgated by the National Association of Insurance Commissioners (NAIC).

We maintain an in-house claims staff that monitors and directs all aspects of our claims process. We assign the fieldwork to our wholly-owned claims subsidiary, or to third-party claims adjusting companies, none of whom have the
authority to settle or pay any claims on our behalf. The claims adjusting companies conduct inspections of the damaged property and prepare initial estimates. We review the inspection reports and initial estimates to determine the amounts
to be paid to the policyholder in accordance with the terms and conditions of the policy in effect at the time that the policyholder incurs the loss. We maintain strategic relationships with multiple claims adjusting companies that we can
engage should we need additional non-catastrophe claims servicing capacity. We believe the combination of our internal resources and relationships with external claims servicing providers provide an adequate level of claims servicing in
the event catastrophes affect our policyholders.

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The table below shows the analysis of our reserve for unpaid losses for each of our last three fiscal years on a GAAP basis:

2014 2013 2012

Balance at January 1 $ 47,451 $ 35,692 $ 33,600
Less: reinsurance recoverable on unpaid losses 1,957 1,935 3,318
Net balance at January 1 $ 45,494 $ 33,757 $ 30,282
Incurred related to:
Current year 122,114 94,752 57,739
Prior years (4,037) 4,078 670
Total incurred $ 118,077 $ 98,830 $ 58,409
Paid related to:
Current year 83,967 62,494 37,906
Prior years 26,420 24,599 17,028
Total paid $ 110,387 $ 87,093 $ 54,934

Net balance at December 31 $ 53,184 $ 45,494 $ 33,757

Plus: reinsurance recoverable on unpaid losses 1,252 1,957 1,935
Balance at December 31 $ 54,436 $ 47,451 $ 35,692

Composition of reserve for unpaid losses and LAE:

Case reserves 29,726 28,054 20,438
IBNR reserves 24,710 19,397 15,254
Balance at December 31 $ 54,436 $ 47,451 $ 35,692

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LOSS RESERVE DEVELOPMENT

The table on the next page displays UPC Insurance's loss reserve development, on a GAAP basis, for business written in each year from 2004 through 2014; it does not distinguish between catastrophe and attritional losses. The
following explanations of the main sections of the table should provide a better understanding of the information displayed:

Original net liability. The original net liability represents the original estimated amount of reserves for unpaid losses recorded at the balance sheet date for each of the years indicated in the column headings, net of reinsured losses. We
record reserves related to claims arising in the current year and in all prior years that remained unpaid at the balance sheet date for each of the years indicated, including estimated losses that had been incurred but not reported.

Net cumulative paid as of. This section displays the net cumulative payments we have made for losses, as of the balance sheet date of each succeeding year, related to claims incurred prior to the balance sheet date of the year
indicated in the column heading.

Net liability re-estimated as of. This section displays the re-estimated amount of the previously recorded liability based on experience as of the end of each succeeding year. An increase or decrease from the original reserve estimate
is caused by a combination of factors, including (i) claims being settled for amounts different than originally estimated, (ii) reserves being increased or decreased for claims remaining open as more information becomes available on
those individual claims and (iii) more or fewer claims being reported after the year end than estimated.

Cumulative redundancy (deficiency) at December 31, 2014. The cumulative redundancy or deficiency results from the comparison of the net liability re-estimated as of the current balance sheet date to the original net liability, and it
indicates an overestimation of the original net liability (a redundancy) or an underestimation of the original net liability (a deficiency).

It is important to note that the table presents a run-off of balance sheet liability for the periods indicated rather than accident or policy loss development for those periods. Therefore, each amount in the table includes the cumulative
effects of changes in liability for all prior periods. Conditions and trends that have affected liabilities in the past may not necessarily occur in the future.

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2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004
Original net liability $ 53,184 $ 45,494 $ 33,757 $ 30,282 $ 23,600 $ 20,665 $ 19,192 $ 21,559 $ 23,735 $ 20,447 $ 8,449
Net cumulative paid as of:
One year later 26,240 24,599 17,028 3,322 12,533 8,984 9,707 9,047 12,872 10,962
Two years later 32,622 26,889 10,562 7,409 13,148 12,127 13,083 14,363 13,871
Three years later 30,929 16,776 12,444 6,030 14,310 14,115 15,582 14,868
Four years later 18,382 16,369 10,145 6,113 15,395 16,312 15,021
Five years later 17,556 13,441 9,552 7,032 17,356 15,214
Six years later 14,403 11,649 10,264 8,722 15,291
Seven years later 12,543 12,219 11,787 15,322
Eight years later 13,067 13,605 15,353
Nine years later 14,426 15,361
Ten years later 15,361
Net liability re-estimated as of:
End of year $ 53,184 $ 45,494 $ 33,757 $ 30,282 $ 23,600 $ 20,665 $ 19,192 $ 21,559 $ 23,735 $ 20,447 $ 8,449
One year later 41,464 37,835 30,949 19,444 21,674 16,556 16,864 17,652 18,802 12,989
Two years later 39,328 33,960 18,382 18,184 17,472 15,759 16,707 17,675 15,260
Three years later 34,469 20,395 17,123 14,400 16,505 16,337 17,355 15,586
Four years later 20,385 18,395 13,590 13,688 16,781 16,781 17,814 15,582
Five years later 18,520 14,838 12,568 14,140 18,052 15,672
Six years later 15,111 12,854 12,943 15,604 15,409
Seven years later 13,060 13,171 14,303 15,376
Eight years later 13,387 14,525 15,420
Nine years later 14,746 15,364
Ten years later 15,361
Cumulative redundancy
(deficiency) at December 31,
2014 4,030 (5,571) (4,187) 3,215 2,145 4,081 8,499 10,348 5,701 (6,912)
Cumulative redundancy
(deficiency) as a % of reserves
originally established 8.9% (16.5)% (13.8)% 13.6% 10.4% 21.3% 39.4% 43.6% 27.9% (81.8)%
Net reserves $ 53,184 $ 45,494 $ 33,757 $ 30,282 $ 23,600 $ 20,665 $ 19,192 $ 21,559 $ 23,735 $ 20,447 $ 8,449
Ceded reserves 1,252 1,957 1,935 3,318 23,814 23,447 20,907 14,445 33,440 153,768 4,100
Gross reserves $ 54,436 $ 47,451 $ 35,692 $ 33,600 $ 47,414 $ 44,112 $ 40,099 $ 36,004 $ 57,175 $ 174,215 $ 12,549

Net re-estimated $ 41,464 $ 39,328 $ 34,469 $ 20,385 $ 18,520 $ 15,111 $ 13,060 $ 13,387 $ 14,746 $ 15,361
Ceded re-estimated 1,784 2,254 3,777 20,570 21,012 16,461 8,750 18,861 110,895 7,454
Gross re-estimated $ 43,248 $ 41,582 $ 38,246 $ 40,955 $ 39,532 $ 31,572 $ 21,810 $ 32,248 $ 125,641 $ 22,815

Note: The cash we received in relation to the commutation of our 2005 contract with the Florida Hurricane Catastrophe Fund caused the decrease in the net cumulative paid amounts beginning in the 2005 column in the table above.

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The NAIC requires all property and casualty insurers to present current and historical loss information in an alternative format known as Schedule P, Part 2. This summary schedule in United Property & Casualty Insurance Company's
statutory filings is designed to measure reserve adequacy by evaluating the inception-to-date loss and defense and cost containment (DCC) expenses incurred by calendar year and accident year and calculating the one and two year
development on those expenses reported in prior periods.

The following table includes United Property & Casualty Insurance Company's Schedule P, Part 2 information, but was modified to also include all remaining loss adjustment expenses incurred, known as adjusting and other, as well as
backing out loss payments from United Property & Casualty Insurance Company to Skyway Claims Services, LLC that are included in Schedule P, Part 2, but are eliminated in our consolidated GAAP results:

CALENDAR YEAR
1 YR 2 YR
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Development Development
2004 AY* $ 39,636 $ 43,633 $ 45,211 $ 46,036 $ 45,864 $ 45,891 $ 45,742 $ 45,721 $ 45,766 $ 45,710 $ 45,707 $ 3 $ 59
2005 AY 58,205 53,998 52,824 52,509 52,901 53,378 50,963 49,618 49,894 50,120 (226) (502)
2006 AY 36,386 31,195 30,570 29,728 29,946 29,753 29,857 29,864 29,858 6 (1)
2007 AY 31,465 27,432 26,696 27,000 26,824 26,901 26,958 26,949 9 (48)
2008 AY 33,039 31,157 31,338 31,083 31,394 32,356 32,422 (66) (1,028)
2009 AY 43,732 43,826 43,406 43,155 43,179 43,179 43,031 43,031 148 124
2010 AY 41,525 40,862 40,858 41,596 41,464 132 (606)
2011 AY 43,018 44,746 45,744 46,265 (521) (1,519)
2012 AY 57,746 58,818 59,793 (975) (2,047)
2013 AY 94,750 89,223 5,527 —
2014 AY 122,109 — —
(unfavorable) favorable $ 4,037 $ (5,568)
* Accident Year

As indicated above, the one-year development was $4,037,000 favorable for 2014, and a reconciliation of these components is as follows:

2014
Insurance affiliate schedule P, part 2 (loss and DCC) as filed $ 944
Adjusting and other added to table above 423
One year development total including adjusting and other 1,367
Internal payment eliminations for consolidation 2,670
Consolidated one year development $ 4,037

REGULATION

We are subject to extensive regulation in the markets we serve, primarily at the state level. In general, these regulations are designed to protect the interests of insurance policyholders. These rules have a substantial effect on our
business and relate to a wide variety of matters, including insurer solvency, reserve adequacy, insurance company licensing and examination, agent and adjuster licensing, policy forms, rate setting, the nature and amount of investments,
claims practices, participation in shared markets and guaranty funds, transactions with affiliates, the payment of dividends, underwriting standards, statutory accounting methods, trade practices, and corporate governance. Some of these
matters are discussed in more detail below. From time to time, individual states and/or the NAIC propose new regulations and/or legislation that affect us. We can neither predict whether any of these proposals in the various jurisdictions
might be adopted, nor what effect, if any, their adoption may have on our results of operations or financial condition. For a discussion of statutory financial information and regulatory

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contingencies, see Note 12 to our Notes to Consolidated Financial Statements which is incorporated in this Part I, Item 1 by reference.

Our insurance affiliates provide audited statutory financial statements to the various insurance regulatory authorities. With regard to periodic examinations of an insurance company's affairs, insurance regulatory authorities, in general,
defer to the insurance regulatory authority in the state in which an insurer is domiciled; however, insurance regulatory authorities from any state in which we operate may conduct examinations at their discretion. United Property &
Casualty Insurance Company is domiciled in Florida and Family Security Insurance Company is domiciled in Hawaii.

Florida's insurance regulatory authority completed a limited-scope financial examination pertaining to our December 31, 2011 Annual Statement in November 2012. We received the results in September 2012, and there were no
material adverse findings reported.

Florida state law requires our insurance affiliate to maintain adequate surplus as to policyholders such that 90% of written premiums divided by surplus does not exceed the ratio of 10:1 for gross written premiums or 4.5:1 for net
written premiums. The ratio of gross and net written premium to surplus as of December 31, 2014, was 3.2:1 and 1.9:1, respectively, and United Property & Casualty Insurance Company’s surplus as regards policyholders of $126,249,000
exceeded the minimum capital of $5,000,000 required by state laws.

We are subject to various assessments imposed by governmental agencies or certain quasi-governmental entities. While we may be able to recover from policyholders some of the assessments imposed upon us, our payment of the
assessments and our recoveries through policy surcharges may not offset each other in the same fiscal period in our financial statements. See Note 2(j) and Note 12 in our Notes to Consolidated Financial Statements for additional
information regarding the assessments that we are currently collecting.

Limitations on Dividends by Insurance Subsidiaries

As a holding company with no significant business operations of our own, we rely on payments from our insurance affiliates as one of the principal sources of cash to pay dividends and meet our obligations. Our insurance affiliates are
regulated as property and casualty insurance companies and their ability to pay dividends is restricted by Florida and Hawaii law. For additional information regarding those restrictions, see Part II, Item 5 of this report.

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Risk-Based Capital Requirements

To enhance the regulation of insurer solvency, the NAIC published risk-based capital (RBC) guidelines for insurance companies designed to assess capital adequacy and to raise the level of protection statutory surplus provides for
policyholders. The guidelines measure three major areas of risk facing property and casualty insurers: (i) underwriting risks, which encompass the risk of adverse loss developments and inadequate pricing; (ii) declines in asset values
arising from credit risk; and (iii) other business risks. Most states, including Florida and Hawaii, have enacted the NAIC guidelines as statutory requirements, and insurers having less statutory surplus than required will be subject to
varying degrees of regulatory action, depending on the level of capital inadequacy. Insurance regulatory authorities could require our insurance subsidiaries to cease operations in the event it fails to maintain the required statutory capital.

The level of required risk-based capital is calculated and reported annually. There are five outcomes to the RBC calculation set forth by the NAIC which are as follows:

1. No Action Level - If RBC is greater than 200%, no further action is required.

2. Company Action Level - If RBC is between 150% -200%, the insurer must prepare a report to the regulator outlining a comprehensive financial plan that identifies conditions that contributed to the insurer's financial condition and
proposes corrective actions.

3. Regulatory Action Level - If RBC is between 100% -150%, the state insurance commissioner is required to perform any examinations or analyses to the insurer's business and operations that he or she deems necessary as well as
issuing appropriate corrective orders.

4. Authorized Control Level - If RBC is between 70% - 100%, this is the first point that the regulator may take control of the insurer even if the insurer is still technically solvent and is in addition to all the remedies available at the
higher action levels.

5. Mandatory Control Level - If RBC is less than 70%, the regulator is required to take steps to place the insurer under its control regardless of the level of capital and surplus.

At December 31, 2014, the RBC ratio for United Property & Casualty Insurance Company and Family Security Insurance Company was 597% and 269%, respectively.

Insurance Holding Company Regulation

As a holding company of insurance subsidiaries, we are subject to laws governing insurance holding companies in Florida and Hawaii. These laws, among other things, (i) require us to file periodic information with the insurance
regulatory authority, including information concerning our capital structure, ownership, financial condition and general business operations, (ii) regulate certain transactions between our affiliates and us, including the amount of dividends
and other distributions and the terms of surplus notes and (iii) restrict the ability of any one person to acquire certain levels of our voting securities without prior regulatory approval. Any purchaser of 5% or more of the outstanding shares
of our common stock could be presumed to have acquired control of us unless the insurance regulatory authority, upon application, determines otherwise.

Insurance holding company regulations also govern the amount any affiliate of the holding company may charge our insurance affiliates for services (e.g., management fees and commissions). We have a long-term management
agreement between United Property & Casualty Insurance Company and United Insurance Management, L.C., which presently provides for monthly management fees. The Florida insurance regulatory authority must approve any changes
to this agreement.

We also have a management agreement between Family Security Insurance Company and Family Security Underwriters, LLC, which presently provides for monthly management fees. The Hawaii regulatory authority must approve
any changes to this agreement.

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Underwriting and Marketing Restrictions

During the past several years, various regulatory and legislative bodies have adopted or proposed new laws or regulations to address the cyclical nature of the insurance industry, catastrophic events and insurance capacity and pricing.
These regulations (i) created “market assistance plans” under which insurers are induced to provide certain coverage; (ii) restrict the ability of insurers to reject insurance coverage applications, to rescind or otherwise cancel certain policies
in mid-term, and to terminate agents; (iii) restrict certain policy non-renewals and require advance notice on certain policy non-renewals; and (iv) limit rate increases or decrease rates permitted to be charged.

Most states also have insurance laws requiring that rate schedules and other information be filed with the insurance regulatory authority, either directly or through a rating organization with which the insurer is affiliated. The insurance
regulatory authority may disapprove a rate filing if it finds that the rates are inadequate, excessive or unfairly discriminatory.

Most states require licensure or insurance regulatory authority approval prior to the marketing of new insurance products. Typically, licensure review is comprehensive and includes a review of a company’s business plan, solvency,
reinsurance, character of its officers and directors, rates, forms and other financial and non-financial aspects of a company. The insurance regulatory authorities may prohibit entry into a new market by not granting a license or by
withholding approval.

FINANCIAL STABILITY RATING

Financial stability ratings are important to insurance companies in establishing their competitive position and such ratings may impact an insurance company’s ability to write policies. Demotech maintains a letter-scale financial
stability rating system ranging from A** (A double prime) to L (licensed by insurance regulatory authorities); they have assigned our insurance subsidiaries a financial stability rating of A, which is the third highest of six rating levels.
According to Demotech, "Regardless of the severity of a general economic downturn or deterioration in the insurance cycle, insurers earning a Financial Stability Rating of A possess Exceptional financial stability related to maintaining
surplus as regards policyholders at an acceptable level.” With a financial stability rating of A, we expect our property insurance policies will be acceptable to the secondary mortgage marketplace and mortgage lenders. This rating is
intended to provide an independent opinion of an insurer’s financial strength and is not an evaluation directed at our investors. At least annually, based on year-to-date results as of the third quarter, Demotech reviews our rating and may
revise it upward or downward or revoke it at their sole discretion.

EMPLOYEES

As of February 2015, we have two part time employees, and 118 full time employees, which includes our executive officers. We are neither party to any collective bargaining agreements nor have we experienced any work stoppages or
strikes as a result of labor disputes. We believe we have good working relationships with our employees.

AVAILABLE INFORMATION

We make available, free of charge through our website, www.upcinsurance.com, our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.

These reports may also be obtained at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330.
You may also access this information at the SEC’s website (www.sec.gov). This site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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Item 1A. Risk Factors

Many factors affect our business and results of operations, some of which are beyond our control. Additional risks and uncertainties we are unaware of, or we currently deem immaterial, also may become important factors that affect
us. If any of the following risks occur, our business, financial conditions or results of operations may be materially and adversely affected. In that event, the trading price of our securities could decline, and our stockholders could lose all
or part of their investment in our securities. This discussion contains forward-looking statements. See the section entitled FORWARD-LOOKING STATEMENTS for a discussion of uncertainties, risks and assumptions associated with these
statements.

RISKS RELATED TO OUR BUSINESS

As a property and casualty insurer, we may experience significant losses and our financial results may vary from period to period due to our exposure to catastrophic events and severe weather conditions, the incidence and
severity of which could be affected by climate change.

Our property and casualty insurance operations expose us to claims arising from catastrophes. Catastrophes can be caused by various natural events, including hurricanes, windstorms, earthquakes, hail, severe winter weather and fires;
they can also be man-made, such as terrorist attacks (including those involving nuclear, biological, chemical or radiological events) or consequences of war or political instability. We may incur catastrophe losses that exceed the amount of:

• catastrophe losses that we experienced in prior years;

• catastrophe losses that, using third-party catastrophe modeling software, we projected could be incurred;

• catastrophe losses that we used to develop prices for our products; or

• our current reinsurance coverage (which would cause us to have to pay such excess losses).

The incidence and severity of weather conditions are largely unpredictable, but the frequency and severity of property claims generally increase when severe weather conditions occur. A body of scientific evidence seems to indicate
that climate change may be occurring. Climate change, to the extent that it may affect weather patterns, may cause an increase in the frequency and/or the severity of catastrophic events or severe weather conditions which, in addition to the
attendant increase in claims-related costs, may also cause an increase in our reinsurance costs and/or negatively impact our ability to provide homeowners insurance to our policyholders in the future. Governmental entities may also
respond to climate change by enacting laws and regulations that may adversely affect our cost of providing homeowners insurance in the future.

Catastrophes may cause a material adverse effect on our results of operations during any reporting period; they may also materially harm our financial condition, which in turn may materially harm our liquidity and impair our ability to
raise capital on acceptable terms or at all. In addition to catastrophes, the accumulation of losses from smaller weather-related events in any reporting period may cause a material adverse effect on our results of operations and liquidity in
that period.

Because we conduct the majority of our business in Florida, our financial results substantially depend on the regulatory, economic and weather conditions present in that state.

Although we began writing policies outside of Florida in 2010, we still write approximately 74% of our premium in Florida; therefore, prevailing regulatory, legal, economic, political, demographic, competitive, weather and other
conditions in Florida affect our revenues and profitability. Changes in conditions could make doing business in Florida less attractive for us and would have a more pronounced effect on us than it would on other insurance companies that
are more geographically diversified.

We are subject to increased exposure to certain catastrophic events such as hurricanes, as well as an increased risk of losses. The occurrence of one or more catastrophic events or other conditions affecting losses in Florida may cause a
material adverse effect on our results of operations and financial condition.

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We may enter new markets and there can be no assurance that our diversification strategy will be effective.

Although we intend to continue focusing on Florida as a key market for our insurance products, we also may seek to take advantage of prudent opportunities to expand our core business into other states where we believe the
independent agent distribution channel is strong. As a result of a number of factors, including the difficulties of finding appropriate expansion opportunities and the challenges of operating in an unfamiliar market, we may not be successful
in this diversification. Additionally, in order to carry out any such strategy, we would need to obtain the appropriate licenses from the insurance regulatory authority of any such state.

Because we rely on insurance agents, the loss of these agent relationships or our ability to attract new agents could have an adverse impact on our business.

We currently market our policies to a broad range of prospective policyholders through over 4,000 independent agencies. Many of these agents are independent insurance agents that own their customer relationships, and our agency
contracts with them limit our ability to directly solicit business from our existing policyholders. Independent agents most commonly represent other insurance companies and we do not control their activities. Historically, we have used
marketing relationships with two well-known national insurance companies that do not write new homeowners insurance policies in Florida and two associations of independent insurance agents in Florida to attract and retain agents and
agency groups. The loss of these marketing relationships could adversely impact our ability to attract new agents or retain our agency network.

Actual claims incurred may exceed our loss reserves for claims, which could adversely affect our results of operations and financial condition.

Loss reserves represent our estimate of ultimate unpaid losses for claims that have been reported and claims that have been incurred but not yet reported. Loss reserves do not represent an exact calculation of liability, but instead
represent our best estimate, generally utilizing actuarial expertise, historical information and projection techniques at a given reporting date.

The process of estimating our loss reserves involves a high degree of judgment and is subject to a number of variables. These variables can be affected by both internal and external events, such as changes in claims handling
procedures, economic inflation, legal trends, legislative changes, and varying judgments and viewpoints of the individuals involved in the estimation process, among others.

Because of the inherent uncertainty in estimating loss reserves, including reserves for catastrophes, additional liabilities resulting from one insured event, or an accumulation of insured events, may exceed our existing loss reserves and
cause a material adverse effect on our results of operations and our financial condition.

Our financial results may vary from period to period based on the timing of our collection of government-levied assessments from our policyholders.

Our insurance affiliates are subject to assessments levied by various governmental and quasi-governmental entities in the states in which we operate. While we may have the ability to recover these assessments from policyholders
through policy surcharges in some states in which we operate, our payment of the assessments and our recoveries may not offset each other in the same reporting period in our financial statements and may cause a material adverse effect on
our results of operations in a particular reporting period.

Violation(s) of certain debt covenants related to our note payable to the Florida State Board of Administration could allow the Florida SBA to call the note, which could cause a material adverse effect on our financial
condition.

United Property & Casualty Insurance Company is subject to certain debt covenants related to our note payable with the Florida SBA. As a remedy for covenant violations related to the note payable, the Florida SBA may make the
note due and payable upon demand. Any demand by the Florida SBA for payment related to the note, whether immediate payment of the full balance or some other amount, is subject to approval by the insurance regulatory authority in
Florida. Should the insurance regulatory authority grant approval of a demand for immediate full payment, such payment could cause a material adverse effect on our cash flows and financial condition. We were in compliance with the
covenants under the note payable during the years ended December 31, 2014 and 2013.

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Our failure to implement and maintain adequate internal controls over financial reporting in our business could have a material adverse effect on our business, financial condition, results of operations and stock price.

We have complied with the provisions regarding annual management assessments of the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 during 2014 and
2013.

If we fail to achieve and maintain the adequacy of our internal controls in accordance with applicable standards as then in effect, and as supplemented or amended from time to time, we may be unable to conclude on an ongoing basis
that we have effective internal controls over financial reporting in accordance with Section 404. Moreover, effective internal controls are necessary for us to produce reliable financial reports. If we cannot produce reliable financial reports
or otherwise maintain appropriate internal controls, our business, financial condition and results of operations could be harmed, investors could lose confidence in our reported financial information, and the market price for our stock could
decline.

If we experience difficulties with technology, data security and/or outsourcing relationships, our ability to conduct our business could be negatively impacted.

While technology can streamline many business processes and ultimately reduce the cost of operations, technology initiatives present certain risks. Our business is highly dependent upon our information technology systems and upon
our contractors' and third-party administrators' ability to perform, in an efficient and uninterrupted fashion, necessary business functions such as the processing of policies and the adjusting of claims. Because our information technology
and telecommunications systems interface with and often depend on these third-party systems, we could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption. If
sustained or repeated, such a business interruption, system failure or service denial could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or
perform other necessary business functions.

Despite our implementation of security measures, our information technology systems are vulnerable to computer viruses, natural disasters, unauthorized access, cyber-attacks, system failures and similar disruptions. A material breach
in the security of our information technology systems and data could include the theft of our confidential or proprietary information, including trade secrets and the personal information of our customers, claimants and employees. From
time to time, we have experienced threats to our data and information technology systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. To the extent that any disruptions or security
breaches result in a loss or damage to our data or inappropriate disclosure of proprietary or confidential information, it could cause significant damage to our reputation, adversely affect our relationships with our customers, result in
litigation, increased costs and/or regulatory penalties, and ultimately harm our business. Third parties to whom we outsource certain of our functions are also subject to the risks outlined above, any one of which may result in our incurring
substantial costs and other negative consequences, including a material adverse effect on our business, financial condition, results of operations and liquidity.

Loss of key vendor relationships or failure of a vendor to protect personal information of our customers, claimants or employees could affect our operations.

We rely on services and products provided by many vendors. These include, for example, vendors of computer hardware and software and vendors of services such as claim adjustment services and human resource benefits
management services. In the event that one or more of our vendors suffers a bankruptcy or otherwise becomes unable to continue to provide products or services, or fails to protect personal information of our customers, claimants or
employees, we may suffer operational impairments and financial losses.

Our success has been and will continue to be greatly influenced by our ability to attract and retain the services of senior management.

Our senior executive officers play an integral role in the development and management of our business. We do not maintain any key person life insurance policies on any of our officers or employees. The loss of the services of any of
our senior executive officers could have an adverse effect on our business, financial condition, results of operations, cash flows and/or future prospects.

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RISKS RELATED TO THE INSURANCE INDUSTRY

Because we are smaller than some of our competitors, we may lack the resources to increase or maintain our market share.

The property and casualty insurance industry is highly competitive, and we believe it will remain highly competitive for the foreseeable future. The principal competitive factors in our industry are price, service, commission structure
and financial condition. We compete with other property and casualty insurers that write coverage in the same territories in which we write coverage; some of those insurers have greater financial resources and have a longer operating
history than we do. In addition, our competitors may offer products for alternative forms of risk protection. Competition could limit our ability to retain existing business or to write new business at adequate rates, and such limitation may
cause a material adverse effect on our results of operations and financial position.

State regulations limiting rate increases and requiring us to underwrite business in certain areas are beyond our control and may adversely affect our results of operation and financial condition.

States have from time to time passed legislation, and regulators have taken action, that has the effect of limiting the ability of insurers to manage catastrophe risk, such as legislation prohibiting insurers from reducing exposures or
withdrawing from catastrophe-prone areas, or mandating that insurers participate in residual markets. In addition, following catastrophes, there are sometimes legislative initiatives and court decisions which seek to expand insurance
coverage for catastrophe claims beyond the original intent of the policies. Further, our ability to increase pricing to the extent necessary to offset rising costs of catastrophes requires approval of insurance regulatory authorities.

One example of such legislation occurred following the 2004 and 2005 hurricane seasons, when the Florida legislature required all insurers issuing replacement cost policies to pay the full replacement cost of damaged properties
without depreciation whether or not the insureds repaired or replaced the damaged property. Under prior law, insurers would have paid the depreciated amount of the property until insureds commenced repairs or replacement. This law has
led to an increase in disagreements regarding the scope of damage. Despite our efforts to adjust claims and promptly pay meritorious amounts, our operating results have been affected by a claims environment in Florida that produces
opportunities for fraudulent or overstated claims.

Our ability or willingness to manage our catastrophe exposure by raising prices, modifying underwriting terms or reducing exposure to certain geographies may be limited due to considerations of public policy, the evolving political
environment and our ability to penetrate other geographic markets, which may cause a material adverse effect on our results of operations, financial condition and cash flows. We cannot predict whether and to what extent new legislation
and regulations that would affect our ability to manage our exposure to catastrophic events will be adopted, the timing of adoption or the effects, if any, they would have on our ability to manage our exposure to catastrophic events.

The insurance industry is heavily regulated and further restrictive regulation may reduce our profitability and limit our growth.

The insurance industry is extensively regulated and supervised. Insurance regulatory authorities generally design insurance rules and regulations to protect the interests of policyholders, and not necessarily the interests of insurers, their
stockholders and other investors. Regulatory systems also address authorization for lines of business, capital and surplus requirements, limitations on the types and amounts of certain investments, underwriting limitations, licensing,
transactions with affiliates, dividend limitations, changes in control, premium rates and a variety of other financial and non-financial components of an insurer’s business.

In recent years, the state insurance regulatory framework has come under increased federal scrutiny. Although the United States federal government does not directly regulate the insurance business, changes in federal legislation,
regulation and/or administrative policies in several areas, including changes in financial services regulation and federal taxation, could negatively affect the insurance industry and us. In addition, Congress and some federal agencies from
time to time investigate the current condition of insurance regulation in the United States to determine whether to impose federal or national regulation or to allow an optional federal charter, similar to the option available to most banks.
Further, the NAIC and state insurance regulators continually reexamine existing laws and regulations, specifically focusing on modifications to holding company regulations,

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interpretations of existing laws and the development of new laws and regulations. We cannot predict what effect, if any, proposed or future legislation or NAIC initiatives may have on the manner in which we conduct our business.

As part of ongoing, industry-wide investigations, we may from time to time receive subpoenas and written requests for information from government agencies and authorities at the state or federal level. If we are subpoenaed for
information by government agencies and authorities, potential outcomes could include enforcement proceedings or settlements resulting in fines, penalties and/or changes in business practices that could cause a material adverse effect on
our results of operations. In addition, these investigations may result in changes to laws and regulations affecting the industry.

Changes to insurance laws or regulations, or new insurance laws and regulations, may be more restrictive than current laws or regulations and could cause material adverse effects on our results of operations and our prospects for
future growth. Additionally, our failure to comply with certain provisions of applicable insurance laws and regulations may cause a material adverse effect on our results of operations or financial condition.

Our inability to obtain reinsurance on acceptable terms would increase our loss exposure or limit our ability to underwrite policies.

We use, and we expect to continue to use, reinsurance to help manage our exposure to property and casualty risks. The availability and cost of reinsurance are each subject to prevailing market conditions beyond our control which can
affect business volume and profitability. We may be unable to maintain our current reinsurance coverage, to obtain additional reinsurance coverage in the event our current reinsurance coverage is exhausted by a catastrophic event, or to
obtain other reinsurance coverage in adequate amounts or at acceptable rates. Similar risks exist whether we are seeking to replace coverage terminated during the applicable coverage period or to renew or replace coverage upon its
expiration. We provide no assurance that we can obtain sufficient reinsurance to cover losses resulting from one or more storms in the future, or that we can obtain such reinsurance in a timely or cost-effective manner. If we are unable to
renew our expiring coverage or to obtain new reinsurance coverage, either our net exposure to risk would increase or, if we are unwilling to accept an increase in net risk exposures, we would have to reduce the amount of risk we
underwrite. Either increasing our net exposure to risk or reducing the amount of risk we underwrite may cause a material adverse effect on our results of operations and our financial condition.

In each of the past ten years, a portion of our reinsurance protection has been provided by the Florida Hurricane Catastrophe Fund (FHCF), a government sponsored entity that provides a layer of reinsurance protection at a price that is
lower than otherwise available in the commercial market. The purpose of the FHCF is to protect and advance the state's interest in maintaining insurance capacity in Florida by providing reimbursements to insurers for a portion of their
catastrophe hurricane losses. There is no assurance that FHCF will continue to make such reinsurance available on terms consistent with historical practice. The loss of reinsurance provided by FHCF would have an adverse impact on our
results of operations and financial condition.

Our inability to collect from our reinsurers on our reinsurance claims could cause a material adverse affect on our results of operation and financial condition.

Although reinsurers are liable to us to the extent of the reinsurance coverage we purchase, we remain primarily liable as the direct insurer on all risks that we reinsure; therefore, our reinsurance agreements do not eliminate our
obligation to pay claims. As a result, we are subject to risk with respect to our ability to recover amounts due from reinsurers. The risk could arise in two situations: (i) our reinsurers may dispute some of our reinsurance claims based on
contract terms, and we may
ultimately receive partial or no payment, or (ii) the amount of losses that reinsurers incur related to worldwide catastrophes may materially harm the financial condition of our reinsurers and cause them to default on their obligations.

While we will attempt to manage these risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our efforts may not be successful. As a result, our exposure to credit risk may cause a material
adverse effect on our results of operations, financial condition and cash flow.

Our investments are subject to market risks that may result in reduced returns or losses.

We expect investment returns to contribute to our overall profitability. Accordingly, fluctuations in interest rates or in the fixed-maturity, equity or alternative-investment markets may cause a material adverse effect on our results of
operations.

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 UNITED INSURANCE HOLDINGS CORP.

Changes in the general interest rate environment will affect our returns on, and the fair value of, our fixed maturities and short-term investments. A decline in interest rates reduces the returns available on new investments, thereby
negatively impacting our net investment income. Conversely, rising interest rates reduce the fair value of existing fixed maturities. In addition, defaults under, or impairments of, any of these investments as a result of financial problems
with the issuer and, where applicable, its guarantor of the investment could reduce our net investment income and net realized investment gains or result in investment losses.

We may decide to invest an additional portion of our assets in equity securities or other investments, which are subject to greater volatility than fixed maturities. General economic conditions, stock market conditions and many other
factors beyond our control can adversely affect the fair value of our equity securities or other investments, and could adversely affect the realization of net investment income. As a result of these factors, we may not realize an adequate
return on our investments, we may incur losses on sales of our investments and we may be required to write down the value of our investments, which could reduce our net investment income and net realized investment gains or result in
investment losses.

The fair value of our investment portfolio is also subject to valuation uncertainties. The valuation of investments is more subjective when the markets are illiquid and may increase the risk that the estimated fair value of our investment
portfolio is not reflective of prices at which actual transactions would occur.

Our determination of the amount of other-than-temporary impairment to record varies by investment type and is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective investment
type. We revise our evaluations and assessments as conditions change and new information becomes available, and we reflect changes in other-than-temporary impairments in our Consolidated Statements of Comprehensive Income. We
base our assessment of whether other-than-temporary impairments have occurred on our case-by-case evaluation of the underlying reasons for the decline in fair value. We can neither provide assurance that we have accurately assessed
whether the impairment of one or more of our investments is temporary or other-than-temporary, nor that we have accurately recorded amounts for other-than-temporary impairments in our financial statements. Furthermore, historical
trends may not be indicative of future impairments and additional impairments may need to be recorded in the future.

Our portfolio may benefit from certain tax laws, including, but not limited to, those governing dividends-received deductions and tax credits. Federal and/or state tax legislation could be enacted that would lessen or eliminate some or
all of these tax advantages and could adversely affect the value of our investment portfolio. This result could occur in the context of deficit reduction or various types of fundamental tax reform.

The property and casualty insurance industry is historically cyclical and the pricing and terms for our products may decline, which would adversely affect our profitability.

Historically, the financial performance of the property and casualty insurance industry has been cyclical, characterized by periods of severe price competition and excess underwriting capacity, or soft markets, followed by periods of
high premium rates and shortages of underwriting capacity, or hard markets. We cannot predict how long any given hard or soft market will last. Downturns in the property and casualty market may cause a material adverse effect on our
results of operations and our financial condition.

Losses from legal actions may be material to our operating results, cash flows and financial condition.

Trends in the insurance industry regarding claims and coverage issues, such as increased litigation, the willingness of courts to expand covered causes of loss, and the escalation of loss severity may contribute to increased litigation
costs and increase our loss exposure under the policies that we underwrite.

As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. Examples of emerging claims and coverage issues include, but
are not limited to:

• judicial expansion of policy coverage and the impact of new theories of liability;

• plaintiffs targeting property and casualty insurers in purported class-action litigation relating to claims-handling and other practices; and

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 UNITED INSURANCE HOLDINGS CORP.

• adverse changes in loss cost trends, including inflationary pressures in home repair costs.

Loss severity in the property and casualty insurance industry may increase and may be driven by the effects of these and other unforeseen emerging claims and coverage issues. Multiparty or class action claims may present additional
exposure to substantial economic, non-economic or punitive damage awards. The loss of even one of these claims, if it resulted in a significant award or a judicial ruling that was otherwise detrimental, could create a precedent in our
industry that could have a material adverse effect on our results of operations and financial condition. This risk of potential liability may make reasonable settlements of claims more difficult to obtain.

We are a defendant in a number of legal actions, including class action litigation, relating to those emerging claim and coverage issues. The propensity of policyholders and third party claimants to litigate and the willingness of courts
to expand causes of loss and the size of awards may result in increased costs associated with litigation, render our loss reserves inadequate, and may be material to our operating results and cash flows for a particular quarter or annual
period and to our financial condition. In addition, claims and coverage issues may not become apparent to us for some time after our issuance of the affected insurance policies. As a result, we may not know the full extent of liability under
insurance policies we issue for many years after the policies are issued.

A downgrade in our financial strength rating could adversely impact our business volume and our ability to access additional debt or equity financing.

Financial strength ratings have become increasingly important to an insurer’s competitive position. Rating agencies review their ratings periodically, and our current ratings may not be maintained in the future. A downgrade in our
rating could negatively impact our business volumes, as it is possible demand for our products in certain markets may be reduced or our ratings could fall below minimum levels required to maintain existing business. Additionally, we may
find it more difficult to access the capital markets and we may incur higher borrowing costs. If significant losses, such as those resulting from one or more major catastrophes, or significant reserve additions were to cause our capital
position to deteriorate significantly, or if one or more rating agencies substantially increase their capital requirements, we may need to raise equity capital in the future to maintain our ratings or limit the extent of a downgrade. For example,
a trend of more frequent and severe weather-related catastrophes may lead rating agencies to substantially increase their capital requirements.

We cannot guarantee that our insurance affiliates, United Property & Casualty Insurance Company and Family Security Insurance Company, will maintain their current A (Exceptional) ratings by Demotech. Any downgrade of this
rating could impact the acceptability of our products to mortgage lenders that require homeowners to buy insurance, reduce our ability to retain and attract policyholders and agents and damage our ability to compete, which may cause a
material adverse effect on our results of operations and financial condition.

RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK

Future sales of substantial amounts of our common stock by us or our existing stockholders could cause our stock price to decrease.

We have registered up to $75,000,000 of our securities, which we may sell from time to time in one or more offerings. Additional equity financings or other share issuances by us could adversely affect the market price of our common
stock. Sales by existing stockholders of a large number of shares of our common stock in the public trading market (or in private transactions), or the perception that such additional sales could occur, could cause the market price of our
common stock to decrease.

Dividend payments on our common stock in the future is uncertain.

We have paid dividends on our common stock in the past; however, we provide no assurance or guarantee that we will continue to pay dividends in the future. Therefore, investors who purchase our common stock may only realize a
return on their investment if the value of our common stock appreciates.

The declaration and payment of dividends will be at the discretion of our Board of Directors and will be dependent upon our profits, financial requirements and other factors, including legal and regulatory restrictions on the payment of
dividends from our subsidiaries, general business conditions and such other factors as our Board of Directors deems relevant.

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 UNITED INSURANCE HOLDINGS CORP.

The substantial ownership of our common stock by our officers and directors allows them to exert significant control over us.

Our officers and directors beneficially owned approximately 21% of UPC Insurance at December 31, 2014. Our officers' and directors' interests may conflict with the interests of other holders of our common stock and our officers and
directors may take action affecting us with which other stockholders may disagree. Our officers and directors, acting together, have the ability to exert significant influence over the following:

• the nomination, election and removal of our Board of Directors;

• the adoption of amendments to our charter documents;

• management and policies; and

• the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets.

Provisions in our charter documents and the shareholder rights plan that we adopted may make it harder for others to obtain control of us even though some stockholders might consider such a development to be favorable.

Our charter and bylaws contain provisions that may discourage unsolicited takeover proposals our stockholders may consider to be in their best interests. Our Board of Directors is divided into two classes, each of which will generally
serve for a term of two years with only one class of directors being elected in each year. At a given annual meeting, only a portion of our Board of Directors may be considered for election. Since our “staggered board” may prevent our
stockholders from replacing a majority of our Board of Directors at certain annual meetings, it may entrench our management and discourage unsolicited
stockholder proposals that may be in the best interests of our stockholders. Moreover, our Board of Directors has the ability to designate the terms of and issue a new series of preferred stock.

We have also adopted a shareholder rights plan that could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, our Company or a large block of our common stock. A third party that
acquires 20% or more of our common stock could suffer substantial dilution of its ownership interest under the terms of the shareholder rights plan through the issuance of common stock to all stockholders other than the acquiring person.
In certain circumstances the foregoing threshold may be reduced to 15%.

Together these provisions may make the removal of our management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Item 1B. Unresolved Staff Comments

None.

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 UNITED INSURANCE HOLDINGS CORP.

Item 2. Properties

We currently lease approximately 30,000 square feet of office space at 360 Central Avenue, St. Petersburg, Florida 33701, in Suites 900 and 600. During 2014, our rental payments for the 9th and 6th floors, respectively, were
approximately $23.00 per square foot, and will increase each year through the final year of the lease agreement, in which we will pay rent of $25.50 and $24.92 per square foot for the 9th and 6th floors respectively, plus our percentage
increase in the common area maintenance charge. Our lease agreement expires in November 2017; however, we intend to terminate the leases in connection with our move to our new corporate headquarters as discussed below.

We currently lease approximately 3,000 square feet of office space at 4904 Eisenhower Boulevard, Tampa, FL 33634 in suite 100. This lease expires in September 2015 and the rental payments for the space will be approximately
$21.70 per square foot.

We currently lease approximately 800 square feet of office space at 7192 Kalanianaole Highway, Honolulu, Hawaii 96825, in suite G-220. We will pay approximately $22.08 per square foot for rent in 2015 and $23.16 per square foot
from December 2015 through November 2016 when the lease expires.

On September 5, 2014, we acquired approximately 40,000 square feet of commercial office space and associated property located at 800 2nd Avenue South, St. Petersburg, FL. We expect to renovate the property and move our
principal executive offices to this location before the end of 2015.

Item 3. Legal Proceedings

We are involved in claims-related legal actions arising in the ordinary course of business. We accrue amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that we
determine an unfavorable outcome becomes probable and we can estimate the amounts. Management makes revisions to our estimates based on its analysis of subsequent information that we receive regarding various factors, including: (i)
per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.

At December 31, 2014, we were not involved in any material non claims-related legal actions.

Item 4. Mine Safety Disclosures

Not applicable.

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 UNITED INSURANCE HOLDINGS CORP.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION

Our common stock trades on the Nasdaq Capital Market (NASDAQ) under the symbol "UIHC". We have one class of authorized common stock for 50,000,000 shares at a par value of $0.0001 per share.

The table below sets forth, for the calendar quarter indicated, the high and low sales prices of our common stock as reported on NASDAQ.

Sales Prices
High Low
2014
Fourth Quarter $ 22.41 $ 14.59
Third Quarter 17.77 12.91
Second Quarter 18.56 13.62
First Quarter 16.25 12.00
2013
Fourth Quarter 14.48 8.33
Third Quarter 8.99 6.82
Second Quarter 7.10 5.53
First Quarter 6.26 4.77

HOLDERS OF COMMON EQUITY

As of February 25, 2015, we had 8,025 holders of record of our common stock.

DIVIDENDS

During the twelve month period ended December 31, 2014, we declared and paid dividends of $0.04 per share, each quarter, for total dividends paid of $3,336,000. During 2013, we paid dividends of $0.03 per share, each quarter, for
total dividends paid of $1,944,000. In conjunction with the fourth quarter 2012 dividend, our Board indicated its intention to consistently pay a quarterly dividend. However, any future dividend payments will be at the discretion of our
Board of Directors and will depend upon our profits, financial requirements and other factors, including legal and regulatory restrictions on the payment of dividends, general business conditions and such other factors as our Board of
Directors deems relevant.

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Under Florida law, a Florida-domiciled insurer like United Property & Casualty Insurance Company, may not pay any dividend or distribute cash or other property to its stockholders except out of its available and accumulated surplus
funds which is derived from realized net operating profits on its business and net realized capital gains. Additionally, Florida-domiciled insurers may not make dividend payments or distributions to stockholders without the prior approval
of the insurance regulatory authority if the dividend or distribution would exceed the larger of:

1. the lesser of:

a. ten percent of United Property & Casualty Insurance Company's capital surplus, or

b. net income, not including realized capital gains, plus a two-year carryforward

2. ten percent of capital surplus with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains, or

3. the lesser of:

a. ten percent of capital surplus, or

b. net investment income plus a three-year carryforward with dividends payable constrained to unassigned funds minus 25% of unrealized capital gains.

Alternatively, United Property & Casualty Insurance Company may pay a dividend or distribution without the prior written approval of the insurance regulatory authority when:

1. the dividend is equal to or less than the greater of:

a. ten percent of United Property & Casualty Insurance Company's surplus as to policyholders derived from realized net operating profits on its business and net realized capital gains, or

b. United Property & Casualty Insurance Company's entire net operating profits and realized net capital gains derived during the immediately preceding calendar year, and:

2. United Property & Casualty Insurance Company will have surplus as to policyholders equal to or exceeding 115% of the minimum required statutory surplus as to policyholders after the dividend or distribution is made, and

3. United Property & Casualty Insurance files a notice of the dividend or distribution with the insurance regulatory authority at least ten business days prior to the dividend payment or distribution, and

4. the notice includes a certification by an officer of United Property & Casualty Insurance Company attesting that, after the payment of the dividend or distribution, United Property & Casualty Insurance Company will have at
least 115% of required statutory surplus as to policyholders.

Except as provided above, a Florida-domiciled insurer may only pay a dividend or make a distribution (i) subject to prior approval by the insurance regulatory authority, or (ii) 30 days after the insurance regulatory authority has
received notice of intent to pay such dividend or distribution and has not disapproved it within such time.

Under the insurance regulation of Hawaii, the maximum amount of dividends that Family Security Insurance Company may pay to its parent company without prior approval from the Insurance Commissioner is:

1. the lesser of:

a. ten percent (10%) of Family Security Insurance Company's surplus as of December 31 of the preceding year, or

b. ten percent (10%) of the net income, not including realized capital gains, for the twelve-month period ending December 31 of the preceding year.

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 UNITED INSURANCE HOLDINGS CORP.

In performing the net income test, property and casualty insurers may carry-forward income from the previous two calendar years that has not already been paid out as dividends. This carry-forward shall be computed by taking the net
income from the second and third preceding calendar years, not including realized capital gains, less dividends paid in the second and immediately preceding calendar years.

See Note 12 to our Notes to Consolidated Financial Statements for further discussion of restrictions on future payments of dividends by our insurance affiliates.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

In March 2014, we issued 36,886 shares of restricted common stock to select employees, and 34,919 of those restricted shares were still outstanding at year end and will vest ratably in 2015, 2016 and 2017. In addition, we awarded
1,270 shares to our General Counsel and Chief Legal Officer in connection with her employment agreement, which will vest on March 24, 2015. In September 2014, we awarded 65,000 shares of restricted common stock our non-employee
members of the Board, which will vest on the date of our annual meeting in 2015.

Throughout 2013, we awarded shares of restricted common stock to three of our officers in connection with their employment agreements and those shares vested throughout 2014.

On October 1, 2012, we awarded our Chief Financial Officer 3,900 shares of restricted common stock that vested on April 1, 2014.

On June 14, 2012, we awarded 86,990 shares of restricted common stock to our Chief Executive Officer in connection with his employment with our Company. The restricted shares vest in twenty percent increments on the anniversary
date of his appointment, and on June 14, 2013 and 2014, respectively, 17,398 shares vested. The remaining 52,194 restricted shares will vest in equal parts on each of the next three anniversary dates provided that our CEO is continuously
employed by our Company.

Several of the shares of restricted common stock awards shown in the table below were issued to our newly appointed executive officers, who were not previously employed by our Company, as an inducement for entering into
employment with our Company. The issuance of these shares of restricted common stock was approved by our Compensation Committee.

The following table sets forth information at December 31, 2014 regarding our 2013 Omnibus Incentive Plan. See Note 19 to our Notes to Consolidated Financial Statements for further discussion of stock based compensation.

Number of securities to Weighted- Number of

be issued average securities
upon exercise remaining available
exercise of price of for future issuance
outstanding outstanding under equity
Plan Category options, warrants and rights options, warrants and rights compensation plans
Equity compensation plans approved by security holders 99,919 $ 13.82 897,782
Equity compensation plans not approved by security holders 53,464 5.48 —
Total 153,383 $ 10.91 897,782

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 UNITED INSURANCE HOLDINGS CORP.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the dollar change in the cumulative total shareholder return on our common stock from December 31, 2009 through December 31, 2014 as compared to the cumulative total return of the
Russell 2000 index and the cumulative total return of the NASDAQ Insurance index. The cumulative total shareholder return is a concept used to compare the performance of a company's stock over time and is the ratio of the stock price
change plus the cumulative amount of dividends over the specified time period (assuming dividend reinvestment), to the stock price at the beginning of the the time period. The chart depicts the value on December 31, 2010, 2011, 2012,
2013 and 2014 of a $100 investment made on December 31, 2009 with all dividends reinvested.

12/31/09 12/31/10 12/31/11 12/31/12 12/31/13 12/31/14

United Insurance Holdings Corp. $ 100.00 $ 77.63 $ 111.44 $ 154.24 $ 360.32 $ 597.81
Russell 2000 index 100.00 122.95 113.91 128.83 172.86 180.87
NASDAQ Insurance index 100.00 100.13 101.48 114.92 145.62 160.70

The foregoing performance graph and data shall not be deemed "filed" as part of this Annual Report for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and should not
be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such filing.

RECENT SALES OF UNREGISTERED SECURITIES

During 2014, we did not have any unregistered sales of our equity securities.

REPURCHASES OF EQUITY SECURITIES

During 2014, we did not repurchase any of our equity securities.

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 UNITED INSURANCE HOLDINGS CORP.

Item 6. Selected Financial Data

The following selected consolidated financial data should be read in conjunction with Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and our
consolidated financial statements and the related notes appearing in Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA of this Annual Report. The consolidated statements of income data for the years ended
December 31, 2014, 2013 and 2012 and the consolidated balance sheet data at December 31, 2014 and 2013 are derived from our audited financial statements appearing in Item 8 of this Annual Report. The consolidated statements of
income data for the years ended December 31, 2011 and 2010 and the balance sheet data for the years ended December 31, 2012, 2011 and 2010 are derived from our audited consolidated financial statements that are not included in this
Annual Report. The historical results shown below are not necessarily indicative of the results to be expected in any future period.

As of and for the Years Ended December 31,

2014 2013 2012 2011 2010
Income Statement Data:
Revenue:
Gross premiums written $ 436,753 $ 381,352 $ 254,909 $ 203,806 $ 158,637
Gross premiums earned 400,695 316,708 226,254 180,837 155,307
Net premiums earned $ 264,850 $ 197,378 $ 121,968 $ 90,080 $ 66,855
Net investment income and realized gains (losses) 6,775 3,742 5,243 2,950 8,128
Other revenue 8,605 6,960 4,023 3,388 5,008
Total revenue 280,230 208,080 131,234 $ 96,418 $ 79,991
Expenses:
Loss and loss adjustment expenses 118,077 98,830 58,409 38,861 42,533
Other operating expenses 97,410 74,397 57,241 43,818 36,373
Interest expense 410 367 355 548 1,767
Total expenses $ 215,897 $ 173,594 $ 116,005 $ 83,227 $ 80,673
Income (loss) before income taxes $ 64,410 $ 34,487 $ 15,714 $ 13,016 $ (1,408)
Provision for (benefit from) income taxes 23,397 14,145 6,009 4,928 (483)
Net income (loss) $ 41,013 $ 20,342 $ 9,705 $ 8,088 $ (925)
Earnings (loss) per share
Basic $ 2.06 $ 1.26 $ 0.91 $ 0.77 $ (0.09)
Diluted $ 2.05 $ 1.26 $ 0.91 $ 0.77 $ (0.09)
Cash dividends declared per share $ 0.16 $ 0.12 $ 0.08 $ 0.05 $ 0.05

Return on average equity 27.2 % 20.8% 16.1% 16.1 % (2.0)%

Ceded ratio(1) 33.9 % 37.7% 46.1% 50.2 % 57.0 %

Ratios to net premiums earned:

Loss and loss adjustment expenses 44.6 % 50.0% 47.9% 43.1 % 63.6 %
Expenses 36.8 % 37.7% 46.9% 48.6 % 54.4 %
Combined Ratio 81.4 % 87.7% 94.8% 91.7 % 118.0 %
Effect of current year catastrophe losses on combined ratio 0.3 % 1.8% 3.0% —% —%
Effect of prior year (favorable) development on combined ratio (1.5)% 2.1% 0.5% (4.8)% 1.5 %
Underlying Combined Ratio(2) 82.6 % 83.8% 91.3% 96.5 % 116.5 %
(1) Calculated as ceded premiums earned divided by gross premiums earned.
(2) Underlying combined ratio, a measure that is not based on accounting principles generally accepted in the United States of America (GAAP), is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information
regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this document.

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 UNITED INSURANCE HOLDINGS CORP.

As of and for the Years Ended December 31,

2014 2013 2012 2011 2010
Balance Sheet Data:
Cash and invested assets $ 443,018 $ 326,548 $ 223,385 $ 165,898 $ 126,242
Prepaid reinsurance premiums 63,827 55,268 49,916 40,968 38,307
Total Assets 584,169 441,230 314,715 $ 240,215 $ 213,621

Unpaid loss and loss adjustment expenses $ 54,436 $ 47,451 $ 35,692 $ 33,600 $ 47,414
Unearned premiums 229,486 193,428 128,785 100,130 77,161
Reinsurance payable 45,254 39,483 26,063 16,571 14,982
Notes payable 13,529 14,706 15,882 17,059 18,235
Total Liabilities $ 380,406 $ 333,643 $ 225,628 $ 185,226 $ 168,328
Total Stockholders' Equity $ 203,763 $ 107,587 $ 89,087 $ 54,989 $ 45,293

Statutory Surplus $ 126,249 $ 78,362 $ 68,007 $ 48,188 $ 48,495

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 UNITED INSURANCE HOLDINGS CORP.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This
discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those which are not within our control.

OVERVIEW

The following discussion highlights significant factors influencing the consolidated financial position and results of operations the Company. This discussion should be read in conjunction with the consolidated financial statements and
related notes found under Part II. Item 8 contained herein.

The most important factors we monitor to evaluate the financial condition and performance of our company include:

• For Results of Operations: premiums written, policies in-force, premiums earned, retention, price changes, claim frequency (rate of claim occurrence per policies in-force), severity (average cost per claim), catastrophes, loss ratio,
expenses, combined ratio, underwriting results, reinsurance costs, premium to probable maximum loss, and geographic concentration;

• For Investments: credit quality, maximizing total return, investment income, cash flows, realized gains and losses, unrealized gains and losses, asset diversification, and portfolio duration; and

• For Financial Condition: liquidity, reserve strength, financial strength, ratings, operating leverage, book value per share, capital preservation, return on investment, and return on equity.

2014 HIGHLIGHTS

• Consolidated net income was $41,013,000 in 2014 compared to $20,342,000 in 2013. Net income per diluted share was $2.05 in 2014 compared to $1.26 in 2013.
• Our combined ratio (calculated as losses and loss adjustment expenses and operating expenses less interest expense relative to net premiums earned) was 81.4% in 2014 compared to 87.7% in 2013.
• Total revenues were $280,230,000 in 2014 compared to $208,080,000 in 2013.
• Investment and cash holdings were $443,018,000 at December 31, 2014, compared to $326,548,000 at December 31, 2013.
• Investment income was $6,795,000 in 2014 compared to $3,871,000 in 2013.
• Net realized losses were $(20,000) in 2014 compared to net realized losses of $(129,000) in 2013.
• Book value per diluted share (ratio of stockholders' equity to total shares outstanding and dilutive potential shares outstanding) was $9.75 at December 31, 2014, a 46.8% increase from $6.64 at December 31, 2013.
• Return on average equity for the twelve months ended December 31, 2014 was 27.2%, compared to 20.8% for the twelve months ended December 31, 2013.
• Policies in-force were 252,104 at December 31, 2014, a 24.5% increase from 202,454 policies in-force at December 31, 2013.

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 UNITED INSURANCE HOLDINGS CORP.

CONSOLIDATED NET INCOME

Year Ended December 31,

2014 2013 2012
REVENUE:
Gross premiums written $ 436,753 $ 381,352 $ 254,909
Increase in gross unearned premiums (36,058) (64,644) (28,655)
Gross premiums earned 400,695 316,708 226,254
Ceded premiums earned (135,845) (119,330) (104,286)
Net premiums earned 264,850 197,378 121,968
Net investment income 6,795 3,871 3,083
Net realized gains (losses) (20) (129) 2,160
Other revenue 8,605 6,960 4,023
Total revenue 280,230 208,080 131,234
EXPENSES:
Losses and loss adjustment expenses 118,077 98,830 58,409
Policy acquisition costs 65,657 50,623 36,877
Operating expenses 11,746 9,222 8,630
General and administrative expenses 20,007 14,552 11,734
Interest expense 410 367 355
Total expenses 215,897 173,594 116,005
Income before other income 64,333 34,486 15,229
Other income 77 1 485
Income before income taxes 64,410 34,487 15,714
Provision for income taxes 23,397 14,145 6,009
Net income $ 41,013 $ 20,342 $ 9,705
Net income per diluted share $ 2.05 $ 1.26 $ 0.91
Book value per share $ 9.75 $ 6.64 $ 5.70
Return on average equity 27.2 % 20.8% 16.1%
Loss ratio, net1 44.6 % 50.0% 47.9%
Expense ratio2 36.8 % 37.7% 46.9%
Combined ratio (CR)3 81.4 % 87.7% 94.8%
Effect of current year catastrophe losses on CR 0.3 % 1.8% 3.0%
Effect of prior year development on CR (1.5)% 2.1% 0.5%
Underlying combined ratio4 82.6 % 83.8% 91.3%
1 Loss ratio, net is losses and loss adjustment expenses relative to net premiums earned.
2 Expense ratio is calculated as the sum of all operating expenses less interest expense relative to net premiums earned.
3
Combined ratio is the sum of the loss ratio, net and the expense ratio.
4
Underlying combined ratio, a measure that is not based on accounting principles generally accepted in the United States of America (GAAP), is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information
regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this document.

Definitions of Non-GAAP Measures

We believe that investors' understanding of UPC Insurance's performance is enhanced by our disclosure of the following non-GAAP measures. Our methods for calculating these measures may differ from those used by other
companies and therefore comparability may be limited.

Combined ratio excluding the effects of current year catastrophe losses and reserve development (underlying combined ratio) is a non-GAAP ratio, which is computed as the difference between three GAAP operating ratios: the
combined ratio, the

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 UNITED INSURANCE HOLDINGS CORP.

effect of current year catastrophe losses on the combined ratio and the effect of prior year development on the combined ratio. We believe that this ratio is useful to investors and it is used by management to reveal the trends in our business
that may be obscured by current year catastrophe losses, prior year development and assessments. Current year catastrophe losses cause our loss trends to vary significantly between periods as a result of their incidence of occurrence and
magnitude, and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. We believe it is useful for investors to evaluate these components separately and
in the aggregate when reviewing our performance. The most direct comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the
overall profitability of our business.

Net Loss and LAE excluding the effects of current year catastrophe losses and reserve development (underlying Loss and LAE) is a non-GAAP measure which is computed as the difference between loss and LAE, current year
catastrophe losses and prior year reserve development. We use underlying loss and LAE figures to analyze our loss trends that may be impacted by current year catastrophe losses and prior year development on our reserves. As discussed
previously, these two items can have a significant impact on our loss trend in a given period. The most direct comparable GAAP measure is net loss and LAE. The underlying loss and LAE figure should not be considered a substitute for
net losses and LAE and does not reflect the overall profitability of our business.

Consolidated net loss ratio excluding the effects of current year catastrophe losses, reserve development (underlying loss ratio) is a non-GAAP ratio, which is computed as the difference between three GAAP operating ratios: the
consolidated net loss ratio, the effect of current year catastrophe losses on the loss ratio, and the effect of prior year development on the loss ratio. We believe that this ratio is useful to investors and it is used by management to reveal the
trends in our consolidated net loss ratio that may be obscured by current year catastrophe losses and prior year development. As discussed previously, these two items can have a significant impact on our consolidated net loss ratio in a
given period. The most direct comparable GAAP ratio is our net consolidated Loss and LAE ratio. The underlying loss ratio should not be considered as a substitute for net consolidated loss ratio and does not reflect the overall profitability
of our business.

RECENT ACCOUNTING STANDARDS

Please refer to Note 2(o) in our Notes to Consolidated Financial Statements for a discussion of recent accounting standards that may affect us.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in
the consolidated financial statements. The most critical estimates include those used in determining:

• reserves for unpaid losses,

• fair value of investments, and

• investment portfolio impairments.

In making these determinations, management makes subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common
in the insurance industry. It is reasonably likely that changes in these estimates could occur from time to time and result in a material impact on our consolidated financial statements.

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 UNITED INSURANCE HOLDINGS CORP.

Reserves for Unpaid Losses and Loss Adjustment Expenses

General Discussion of Loss Reserving Process

Reserves for unpaid losses and loss adjustment expenses represent the most significant accounting estimate inherent in the preparation of our financial statements. These reserves represent management’s best estimate of the amount we
will ultimately pay for losses and we base the amount upon the application of various actuarial reserve estimation techniques as well as considering other material facts and circumstances known at the balance sheet date.

We establish two categories of loss reserves as follows:

• Case reserves – When a claim is reported, we establish an automatic minimum case reserve for that claim type that represents our initial estimate of the losses that will ultimately be paid on the reported claim. Our initial estimate
for each claim is based upon averages of loss payments for our prior closed claims made for that claim type. Then, our claims personnel perform an evaluation of the type of claim involved, the circumstances surrounding each
claim and the policy provisions relating to the loss and adjust the reserve as necessary. As claims mature, we increase or decrease the reserve estimates as deemed necessary by our claims department based upon additional
information we receive regarding the loss, the results of on-site reviews and any other information we gather while reviewing the claims.

• Reserves for losses incurred but not reported (IBNR reserves) – Our IBNR reserves include true IBNR reserves plus "bulk" reserves. Bulk reserves represent additional amounts that cannot be allocated to particular claims, but
which are necessary to estimate ultimate losses on reported and unreported claims. We estimate our IBNR reserves by projecting the ultimate losses using the methods discussed below and then deducting actual loss payments and
case reserves from the projected ultimate losses. We review and adjust our IBNR reserves on a quarterly basis based on information available to us at the balance sheet date.

When we establish our reserves, we analyze various factors such as our historical loss experience and that of the insurance industry, claims frequency and severity, our business mix, our claims processing procedures, legislative
enactments, judicial decisions and legal developments in imposition of damages, and general economic conditions, including inflation. A change in any of these factors from the assumptions implicit in our estimates will cause our ultimate
loss experience to be better or worse than indicated by our reserves, and the difference could be material. Due to the interaction of the aforementioned factors, there is no precise method for evaluating the impact of any one specific factor
in isolation, and an element of judgment is ultimately required. Due to the uncertain nature of any projection of the future, the ultimate amount we will pay for losses will be different from the reserves we record. However, in our judgment,
we employ techniques and assumptions that are appropriate, and the resulting reserve estimates are reasonable, given the information available at the balance sheet date.

We determine our ultimate losses by using multiple actuarial methods to determine an actuarial estimate within a relevant range of indications that we calculate using generally accepted actuarial techniques. Our selection of the
actuarial estimate is influenced by the analysis of our historical loss and claims experience since inception. For each accident year, we estimate the ultimate incurred losses for both reported and unreported claims. In establishing this
estimate, we reviewed the results of various actuarial methods discussed below.

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 UNITED INSURANCE HOLDINGS CORP.

Estimation of the Reserves for Unpaid Losses and Allocated Loss Adjustment Expenses

We calculate our estimate of ultimate losses by using the following actuarial methods. We separately calculate the methods using paid loss data and incurred loss data. In the versions of these methods based on incurred loss data, the
incurred losses are defined as paid losses plus case reserves. For this discussion of our loss reserving process, the word "segment" refers to a subgrouping of our claims data, such as by geographic area and/or by particular line of business;
it does not refer to operating segments.

• Incurred Development Method – The incurred development method is based upon the assumption that the relative change in a given year’s incurred loss estimates from one evaluation point to the next is similar to the relative
change in prior years’ reported loss estimates at similar evaluation points. In utilizing this method, actual annual historical incurred loss data is evaluated. Successive years can be arranged to form a triangle of data. Loss
development factors (LDFs) are calculated to measure the change in cumulative incurred costs from one evaluation point to the next. These historical LDFs and comparable industry benchmark factors form the basis for selecting
the LDFs used in projecting the current valuation of losses to an ultimate basis. This method’s implicit assumption is that the relative adequacy of case reserves has been consistent over time, and that there have been no material
changes in the rate at which claims have been reported. The paid development method is similar to the incurred development method. While the incurred development method has the disadvantage of not recognizing the
information provided by current case reserves, it has the advantage of avoiding potential distortions in the data due to changes in case reserving methodology. The incurred development method’s implicit assumption is that the rate
of payment of claims has been relatively consistent over time.

• Expected Loss Cost Method – In the expected loss cost method, ultimate loss projections are based upon some prior measure of the anticipated losses, usually relative to some measure of exposure (i.e., earned house years). An
expected loss cost is applied to the measure of exposure to determine estimated ultimate losses for each year. Actual losses are not considered in this calculation. This method has the advantage of stability over time, because the
ultimate loss estimates do not change unless the exposures or loss costs change. However, this advantage of stability is offset by a lack of responsiveness, since this method does not consider actual loss experience as it emerges.
This method is based on the assumption that the loss cost per unit of exposure is a good indication of ultimate losses. It can be entirely dependent on pricing assumptions (i.e., historical experience adjusted for loss trend).

• Bornhuetter-Ferguson Method – The incurred Bornhuetter-Ferguson (B-F) method is essentially a blend of two other methods. The first method is the loss development method whereby actual incurred losses are multiplied by
an expected LDF. For slow reporting coverages, the loss development method can lead to erratic and unreliable projections because a relatively small swing in early reportings can result in a large swing in ultimate projections. The
second method is the expected loss method whereby the IBNR estimate equals the difference between a predetermined estimate of expected losses and actual incurred losses. The incurred B-F method combines these two methods
by setting ultimate losses equal to actual incurred losses plus expected unreported losses. As an experience year matures and expected unreported losses become smaller, the initial expected loss assumption becomes gradually less
important. Two parameters are needed to apply the B-F method: the initial expected loss cost and the expected reporting pattern (LDFs). This method is often used for long-tail lines and in situations where the incurred loss
experience is relatively immature or lacks sufficient credibility for the application of other methods. The paid B-F method is analogous to the incurred B-F method using paid losses and development patterns in place of incurred
losses and patterns.

• Paid-to-Paid Development Method - In addition to the aforementioned methods, we also rely upon the paid-to-paid development method to project ultimate allocated loss adjustment expense (ALAE). Triangles of paid ALAE to
paid loss ratios are compiled and LDFs are selected to project an ultimate paid-to-paid ratio. The ultimate paid-to-paid ratio is multiplied by the selected ultimate losses to calculate estimated ultimate ALAE. This puts the ALAE in
context, and generally results in more stability in the ALAE projections.

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Reliance and Selection of Methods

The various methods we use have strengths and weaknesses that depend upon the circumstances of the segment and the age of the claims experience we analyze. The nature of our book of business allows us to place substantial, but not
exclusive, reliance on the loss development methods. Ultimately, this means the main assumptions of the loss development methods, the selected LDFs, represent the most critical aspect of our loss reserving process. We use the same set of
LDFs in the methods during our loss reserving process that we also use to calculate the premium necessary to pay expected ultimate losses.

Reasonably-Likely Changes in Variables

As previously noted, we evaluate several factors when exercising our judgment in the selection of the loss development factors that ultimately drive the determination of our loss reserves. The process of establishing our reserves is
complex and necessarily imprecise, as it involves using judgment that is affected by many variables. We believe a reasonably-likely change in almost any of these aforementioned factors could have an impact on our reported results,
financial condition and liquidity. However, we do not believe any reasonably-likely changes in the frequency or severity of claims would have a material impact on us.

Fair Value of Investments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of fair value
of financial assets and the supporting assumptions and methodologies. We use quoted prices from active markets and we use an independent third-party valuation service to assist us in determining fair value. We obtain only one single
quote or price for each financial instrument.

As discussed in Note 3 in our Notes to Consolidated Financial Statements, we value our investments at fair value using quoted prices from active markets, to the extent available. For securities for which quoted prices in active markets
are unavailable, we use observable inputs such as quoted prices in inactive markets, quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs. We have several investments in
limited partnerships that require us to use unobservable inputs.

Investment Portfolio Impairments

For investments classified as available for sale, the difference between fair value and cost or amortized cost for fixed income securities and cost for equity securities is reported as a component of accumulated other comprehensive
income on our Consolidated Balance Sheet and is not reflected in our net income of any period until reclassified to net income upon the consummation of a transaction with an unrelated third party or when a write-down is recorded due to
an other-than-temporary decline in fair value. We have a portfolio monitoring process to identify and evaluate each fixed income and equity security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, we assess whether management with the appropriate authority has made the decision to sell or whether it is more likely than not we will be required to sell the security
before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If a security meets either of these criteria, the security's decline in fair value is considered other than temporary and is recorded in
earnings.

If we have not made the decision to sell the fixed income security and it is not more likely than not we will be required to sell the fixed income security before recovery of its amortized cost basis, we evaluate whether we expect to
receive cash flows sufficient to recover the entire amortized cost basis of the security. We use our best estimate of future cash flows expected to be collected from the fixed income security, discounted at the security's original or current
effective rate, as appropriate, to calculate a recovery value and determine whether a credit loss exists. The determination of cash flow estimates is inherently subjective and methodologies may vary depending on facts and circumstances
specific to the security. All reasonably available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable assumptions and forecasts, are considered when developing
the estimate of cash flows expected to be collected. That information generally includes, but is not limited to, the remaining payment terms of the security, prepayment speeds, the financial condition and future earnings potential of the
issue or issuer, expected defaults, expected recoveries, the value of underlying collateral, vintage, geographic concentration, available reserves or escrows, current subordination levels, third party

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guarantees and other credit enhancements. Other information, such as industry analyst reports and forecasts, sector credit ratings, financial condition of the bond insurer for insured fixed income securities, and other market data relevant to
the realizability of contractual cash flows, may also be considered. The estimated fair value of collateral will be used to estimate recovery value if we determine that the security is dependent on the liquidation of collateral for ultimate
settlement. If the estimated recovery value is less than the amortized cost of the security, a credit loss exists and an other-than-temporary impairment for the difference between the estimated recovery value and amortized cost is recorded in
earnings. The portion of the unrealized loss related to factors other than credit remains classified in accumulated other comprehensive income. If we determine that the fixed income security does not have sufficient cash flow or other
information to estimate a recovery value for the security, we may conclude that the entire decline in fair value is deemed to be credit related and the loss is recorded in earnings.

There are a number of assumptions and estimates inherent in evaluating impairments of equity securities and determining if they are other than temporary, including: (1) our ability and intent to hold the investment for a period of time
sufficient to allow for an anticipated recovery in value; (2) the length of time and extent to which the fair value has been less than cost; (3) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant
industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; and (4) the specific reasons that a security is in an unrealized loss position, including overall market
conditions which could affect liquidity.

Once assumptions and estimates are made, any number of changes in facts and circumstances could cause us to subsequently determine that a fixed income or equity security is other-than-temporarily impaired, including: (1) general
economic conditions that are worse than previously forecasted or that have a greater adverse effect on a particular issuer or industry sector than originally estimated; (2) changes in the facts and circumstances related to a particular issue or
issuer's ability to meet all of its contractual obligations; and (3) changes in facts and circumstances that result in changes to management's intent to sell or result in our assessment that it is more likely than not we will be required to sell
before recovery of the amortized cost basis of a fixed income security or causes a change in our ability or intent to hold an equity security until it recovers in value. Changes in assumptions, facts and circumstances could result in additional
charges to earnings in future periods to the extent that losses are realized. The charge to earnings, while potentially significant to net income, would not have a significant effect on stockholders' equity, since our securities are designated as
available for sale and carried at fair value and as a result, any related unrealized loss, net of taxes would already be reflected as a component of accumulated other comprehensive income in stockholders' equity.

The determination of the amount of other-than-temporary impairment is an inherently subjective process based on periodic evaluations of the factors described above. Such evaluations and assessments are revised as conditions change
and new information becomes available. We update our evaluations quarterly and reflect changes in other-than-temporary impairments in results of operations as such evaluations are revised. The use of different methodologies and
assumptions in the determination of the amount of other-than-temporary impairments may have a material effect on the amounts presented within the consolidated financial statements

See Note 2(b) in our Notes to Consolidated Financial Statements for further information regarding our impairment testing.

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 UNITED INSURANCE HOLDINGS CORP.

ANALYSIS OF FINANCIAL CONDITION - DECEMBER 31, 2014 COMPARED TO DECEMBER 31, 2013

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our accompanying consolidated financial statements and related notes.

Investments

With respect to our investments, we primarily attempt to preserve capital, maximize after-tax investment income, maintain liquidity and minimize risk. To accomplish our goals, we purchase debt securities in sectors that represent the
most attractive relative value, and we maintain a moderate equity exposure. We must comply with applicable state insurance regulations that prescribe the type, quality and concentrations of investments our insurance affiliates can make;
therefore, our current investment policy limits investment in non-investment-grade fixed maturities and limits total investment amounts in preferred stock, common stock and mortgage notes receivable. We do not invest in derivative
securities.

An outside asset management company, which has authority and discretion to buy and sell securities for us, manages our investments subject to (i) the guidelines established by our Board of Directors, and (ii) the direction of
management. We direct our asset manager to make changes and to hold, buy or sell securities in our portfolio.

The Investment Committee of our Board of Directors reviews and approves our investment policy on a regular basis. Our cash, cash equivalents and investment portfolio totaled $443,018,000 at December 31, 2014.

The following table summarizes our investments, by type:

December 31, 2014 December 31, 2013

Estimated Estimated
Percent of Total Percent of Total
Fair Value Fair Value
U.S. government and agency securities $ 134,434 30.4% $ 97,480 29.8%
Foreign governments 3,354 0.8% 3,227 1.0%
States, municipalities and political subdivisions 91,911 20.7% 45,777 14.0%
Public utilities 9,222 2.1% 9,133 2.8%
Corporate securities 112,616 25.4% 117,407 36.0%
Redeemable preferred stocks 1,093 0.2% — —%
Total fixed maturities 352,630 79.6% 273,024 83.6%
Public utilities 1,433 0.3% 807 0.2%
Common stocks 23,048 5.2% 14,546 4.5%
Nonredeemable preferred stocks 1,506 0.3% 249 0.1%
Total equity securities 25,987 5.8% 15,602 4.8%
Other long-term investments 3,010 0.7% 3,034 0.9%
Total investments $ 381,627 86.1% $ 291,660 89.3%
Cash and cash equivalents $ 61,391 13.9% $ 34,888 10.7%
Total cash, cash equivalents and investments $ 443,018 100.0% $ 326,548 100.0%

We classify all of our investments as available-for-sale. Our investments at December 31, 2014 and 2013 consisted mainly of U.S. government and agency securities and securities of high-quality corporate issuers. Our equity holdings
consist mainly of securities issued by companies in the energy, consumer products, technology and telecommunications industries. Most of the corporate bonds we hold reflect a similar diversification. At December 31, 2014, approximately
86% of our fixed maturities were U.S. Treasuries, states, municipalities and political subdivisions, or corporate bonds rated “A” or better, and 14% were corporate bonds rated “BBB”.

At December 31, 2014, securities in an unrealized loss position for a period of twelve months or longer reflected unrealized losses of $772,000; approximately $769,000 of the total related to forty-eight fixed maturities, while one
equity security reflected an unrealized loss of $3,000. We currently have no plans to sell these forty-nine securities, and we expect to fully recover our cost basis. We reviewed these securities and determined that we did not need to record
impairment charges at December 31, 2014. Similarly, we did not record impairment charges at December 31, 2013.

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 UNITED INSURANCE HOLDINGS CORP.

Reinsurance Payable

We follow industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or "ceding", all or a portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our
reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss.

During the second quarter of 2014, we placed our reinsurance program for the 2014 hurricane season. The contracts reinsure for personal lines property excess catastrophe losses caused by multiple perils including hurricanes, tropical
storms, and tornadoes. The agreements are effective June 1, 2014, for a one-year term and incorporate the mandatory coverage required by and placed with the Florida Hurricane Catastrophe Fund (FHCF). The FHCF is a Florida State-
sponsored trust fund that provides reimbursement to Florida property insurers for covered hurricane losses. The private agreements provide coverage against severe weather events such as hurricanes, tropical storms and tornadoes.

During the fourth quarter of 2014, we placed our non-catastrophe reinsurance agreements, which will expire on December 31, 2015. See Note 8 in our Notes to Consolidated Financial Statements for additional information regarding
our reinsurance program.

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 UNITED INSURANCE HOLDINGS CORP.

RESULTS OF OPERATIONS - 2014 COMPARED TO 2013

Revenues

Revenues for the year ended December 31, 2014 increased $72,150,000, or 35%, to $280,230,000, from $208,080,000 for the twelve-months ended December 31, 2013. The increase in revenues primarily resulted from a $67,472,000,
or 34%, increase in net premiums earned. The growth in net premiums earned for the year was driven by continued growth in new business production in Florida and other states.

Our direct gross written premiums increased by $78,005,000, or 23%, primarily due to the strong organic growth in new and renewal business generated in all states in which we currently write policies, but especially outside Florida
which represented nearly 73% of the total growth in direct written premiums. Our year-over-year growth in gross written premiums and new and renewal policies by state are shown in the tables below:

Direct and Assumed Written Premium By State 2014 GWP 2013 GWP YOY Growth
Florida $ 304,604 $ 283,460 $ 21,144
South Carolina 32,001 24,666 7,335
Massachusetts 30,716 16,156 14,560
Rhode Island 17,951 11,381 6,570
North Carolina 14,782 3,386 11,396
Texas 13,008 150 12,858
New Jersey 4,681 565 4,116
Louisiana 26 — 26
Total direct written premium $ 417,769 $ 339,764 $ 78,005
Assumed premium (1) 18,984 41,588 (22,604)
Total gross written premium $ 436,753 $ 381,352 $ 55,401
(1) All assumed premiums shown above are from policy assumptions from Citizens Property Insurance Corporation (Citizens) that are written in Florida and are shown net of opt-outs.

New and Renewal Policies By State 2014 Policies* 2013 Policies* YOY Growth
Florida 168,668 155,410 13,258
South Carolina 20,273 15,795 4,478
Massachusetts 20,924 11,145 9,779
Rhode Island 14,809 10,405 4,404
North Carolina 12,119 2,694 9,425
New Jersey 4,083 443 3,640
Texas 9,855 104 9,751
Louisiana 10 — 10
Total 250,741 195,996 54,745
* Only includes new and renewal homeowner, commercial and dwelling fire policies written during the year.

We expect our gross written premium growth to continue as we increase our policies in-force in the states in which we currently write policies and as we expand into the other states that we are currently licensed to write property and
casualty insurance.

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 UNITED INSURANCE HOLDINGS CORP.

Expenses

Expenses for the twelve months ended December 31, 2014 increased $42,303,000, or 24%, primarily due to increased losses, policy acquisition costs and general and administrative expenses.

Our GAAP combined ratio improved 6.3 points to 81.4% for the year compared to 87.7% for the same period in 2013. Our underlying combined ratio, which excludes losses from catastrophes and all effects of reserve development,
improved 1.2 points for the year to 82.6% compared to 83.8% for the same period in 2013. Both the combined and underlying combined ratios decreased primarily due to lower gross loss ratio and a lower ceded reinsurance premium
percentage for the year compared to the prior year. The calculation of our underlying loss and combined ratios is shown below:

Year Ended December 31,

2014 2013 Change
Net Loss and LAE $ 118,077 $ 98,830 $ 19,247
% of Gross earned premiums 29.5% 31.2% -1.7 pts
% of Net earned premiums 44.6% 50.0% -5.4 pts
Less:
Current year catastrophe losses $ 829 $ 3,602 $ (2,773)
Prior year reserve development (4,037) 4,078 (8,115)
Underlying loss and LAE* $ 121,285 $ 91,150 $ 30,135
% of Gross earned premiums 30.3% 28.8% 1.5 pts
% of Net earned premiums 45.8% 46.1% -0.3 pts

Policy acquisition costs $ 65,657 $ 50,623 $ 15,034

Operating and underwriting 11,746 9,222 2,524
General and administrative 20,007 14,552 5,455
Total Operating Expenses $ 97,410 $ 74,397 $ 23,013
% of Gross earned premiums 24.3% 23.5% 0.8 pts
% of Net earned premiums 36.8% 37.7% -0.9 pts

Combined Ratio - as % of gross earned premiums 53.8% 54.7% -0.9 pts

Underlying Combined Ratio - as % of gross earned premiums 54.6% 52.3% 2.3 pts

Combined Ratio - as % of net earned premiums 81.4% 87.7% -6.3 pts

Underlying Combined Ratio - as % of net earned premiums 82.6% 83.8% -1.2 pts
* Underlying Loss and LAE is a non-GAAP measure and is reconciled above to Net Loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of
Non-GAAP Measures" section of this document.

Our gross underlying loss ratio increased to 30.3% for the year ended December 31, 2014, which was up 1.5 points from 28.8% for the year ended December 31, 2013. The increase in our gross underlying loss ratio was primarily due
to a shift in the mix toward business outside of Florida, where non-catastrophe loss costs as a percentage of gross earned premium tend to be higher.

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Losses and loss adjustment expenses increased to $118,077,000 for the year ended December 31, 2014, from $98,830,000 for the same period in 2013, primarily due to the growth in policies in-force. Prior year favorable development
for the year ended December 31, 2014, was $4,037,000 compared to adverse development of $4,078,000 for the same period in 2013. Our net loss and loss adjustment expense ratio history along with the impact of reserve development and
catastrophe losses is as follows:

Historical Reserve Development

($ in thousands, except ratios) 2009 2010 2011 2012 2013 2014
Reserve development (unfavorable) $ 2,976 $ (1,006) $ 4,158 $ (670) $ (4,078) $ 4,037
Development as a % of earnings before interest and taxes 47.4 % 71.0% 32.3 % 4.3% 11.7% 6.2 %

Consolidated net loss ratio (LR) 52.1 % 63.6% 43.1 % 47.9% 50.0% 44.6 %
Reserve (favorable) unfavorable development on LR (3.8)% 1.5% (3.9)% 0.6% 2.1% (1.5)%
Current year catastrophe losses on LR 0.2 % —% —% 3.0% 1.8% 0.3 %
Underlying net loss ratio* 55.7 % 62.1% 47.0 % 44.3% 46.1% 45.8 %
* Underlying Net Loss Ratio is a non-GAAP measure and is reconciled above to the Consolidated Net Loss Ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the
"Definitions of Non-GAAP Measures" section of this document.

Overall our attritional loss experience by accident year excluding catastrophes has been trending upwards for the last two accident years due to higher overall frequency and severity of water related losses and lower premiums per unit
of exposure resulting from our growth outside of Florida as shown in the following table:

Expected Expected
Case Expected Ultimate Gross Ultimate Premium
Accident Paid Loss & LAE IBNR Ultimate Loss & LAE Loss & LAE per
Loss &
Year LAE Reserves Reserves Loss & LAE Ratio per Exposure(1) Exposure(2)
2006 $ 29,551 $ — $ — $ 29,551 22.0% $ 392 $ 1,781
2007 26,353 161 33 26,547 18.5% 400 2,160
2008 26,720 — — 26,720 20.7% 376 1,820
2009 42,827 205 35 43,067 29.9% 472 1,577
2010 40,644 841 165 41,650 28.5% 476 1,670
2011 44,463 1,031 468 45,962 26.9% 482 1,793
2012 52,611 1,763 1,297 55,671 25.8% 478 1,851
2013 79,773 3,735 4,447 87,955 28.9% 516 1,786
2014 84,910 21,466 16,365 122,741 31.8% 563 1,770
1 Defined as the total sum we expect to pay for fully developed losses and loss adjusting expenses (i.e. paid losses, incurred losses and incurred but not reported losses) divided by earned house years.
2 Defined as gross earned premiums divided by earned house years.

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As indicated above, our case loss & LAE and IBNR reserves by accident year (AY) excluding catastrophes are $29,202,000 and $22,810,000, respectively, and a reconciliation of these reserves to our total reserves is as follows:

Case
Loss & LAE IBNR Total
Reserves Reserves Reserves
Loss reserves from table above $ 29,202 $ 22,810 $ 52,012
Catastrophe reserves 288 144 432
Flood reserves and other reserve adjustments 236 1,756 1,992
Total case and IBNR reserves $ 29,726 $ 24,710 $ 54,436

Policy acquisition costs increased to $65,657,000 for the year ended December 31, 2014, from $50,623,000 for the same period of 2013, or 30%. These costs vary directly with the growth in gross premiums earned which increased
27% over the prior year.

Operating and underwriting expenses increased $2,524,000 to $11,746,000 for the year ended December 31, 2014 compared to$9,222,000 for the same period in 2013 primarily due to increased costs for home inspections, underwriting
reports, licensing costs, and systems costs resulting from the Company's ongoing growth and continuing expansion into new states.

General and administrative expenses increased $5,455,000 to $20,007,000 compared to $14,552,000 in 2013 due primarily to an increase in salaries and related expenses to support our growth.

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 UNITED INSURANCE HOLDINGS CORP.

RESULTS OF OPERATIONS - 2013 COMPARED TO 2012

Revenues

Revenues for the year ended December 31, 2013 increased $76,846,000, or 59%, to $208,080,000, from $131,234,000 for the twelve-months ended December 31, 2012. The increase in revenues was primarily driven by a $75,410,000,
or 62%, increase in net premiums earned. In 2013, our gross written premiums increased $126,443,000, or 50%, to $381,352,000, from $254,909,000 in 2012 because we wrote approximately 55,000 more new and renewal policies in 2013
compared to 2012 as we expanded our business in Florida and in other states. In addition to our organic growth, we assumed over 33,000 policies, representing $41,588,000 of assumed premiums, during 2013 from Citizens.

Our year-over-year growth in gross written premiums and new and renewal policies by state are shown below:

Direct and Assumed Written Premium By State 2013 GWP 2012 GWP YOY Growth
Florida $ 283,460 $ 228,284 $ 55,176
South Carolina 24,666 16,678 7,988
Massachusetts 16,156 6,334 9,822
Rhode Island 11,381 3,617 7,764
North Carolina 3,386 — 3,386
New Jersey 565 —
Texas 150 — 150
Total direct written premium $ 339,764 $ 254,913 $ 84,286
Assumed premium (1) 41,588 (4) 41,592
Total gross written premium $ 381,352 $ 254,909 $ 125,878
(1) All assumed premiums shown above are from policy assumptions from Citizens that are written in Florida and are shown net of opt-outs.

New and Renewal Policies By State 2013 Policies* 2012 Policies* YOY Growth
Florida 155,410 122,332 33,078
South Carolina 15,795 11,038 4,757
Massachusetts 11,145 4,444 6,701
Rhode Island 10,405 3,381 7,024
North Carolina 2,694 — 2,694
New Jersey 443 — 443
Texas 104 — 104
Total 195,996 141,195 54,801
* Only includes new and renewal homeowner, commercial and dwelling fire policies written during the year.

Realized gains decreased $2,289,000 in 2013 because we sold fixed maturities in an unrealized gain position during the fourth quarter of 2012 to reposition our portfolio, whereas in 2013 our realized losses were driven by sales of our
short-term investments.

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 UNITED INSURANCE HOLDINGS CORP.

Expenses

Expenses for the twelve months ended December 31, 2013 increased $57,589,000, or 50%, primarily due to increased losses, policy acquisition costs and general and administrative expenses. Losses and loss adjustment expenses
increased to $98,830,000 for the full year ended 2013, from $58,409,000 during 2012. Prior year adverse development for the year ended December 31, 2013, was $4,078,000 compared to $670,000 for the same period in 2012. Our
attritional loss experience by accident year excluding catastrophes has been stable or trending downwards for the past several years, but did increase in the 2013 accident year due to higher overall frequency and severity of water related
losses and lower premiums per unit of exposure resulting from our growth outside of Florida.

Year Ended December 31,

2013 2012 Change
Net Loss and LAE $ 98,830 $ 58,409 $ 40,421
% of Gross earned premiums 31.2% 25.8% 5.4 pts
% of Net earned premiums 50.0% 47.9% 2.1 pts
Less:
Current year catastrophe losses $ 3,602 $ 3,666 $ (64)
Prior year reserve development 4,078 670 3,408
Underlying loss and LAE* $ 91,150 $ 54,073 $ 37,077
% of Gross earned premiums 28.8% 23.9% 4.9 pts
% of Net earned premiums 46.1% 44.3% 1.8 pts

Policy acquisition costs $ 50,623 $ 36,877 $ 13,746

Operating and underwriting 9,222 8,630 592
General and administrative 14,552 11,734 2,818
Total Operating Expenses $ 74,397 $ 57,241 $ 17,156
% of Gross earned premiums 23.5% 25.3% -1.8 pts
% of Net earned premiums 37.7% 46.9% -9.2 pts

Combined Ratio - as % of gross earned premiums 54.7% 51.1% 3.6 pts

Underlying Combined Ratio - as % of gross earned premiums 52.3% 49.2% 3.1 pts

Combined Ratio - as % of net earned premiums 87.7% 94.8% -7.1 pts

Underlying Combined Ratio - as % of net earned premiums 83.8% 91.2% -7.4 pts

Policy acquisition costs increased $13,746,000, or 37%, in 2013. These costs vary directly with the growth in gross premiums earned, which increased 40%. General and administrative expenses increased $2,818,000, or 24%, in 2013
due to an increase in salaries and related expenses to support our growth.

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 UNITED INSURANCE HOLDINGS CORP.

LIQUIDITY AND CAPITAL RESOURCES

We generate cash through premium collections, reinsurance recoveries, investment income, the sale or maturity of invested assets and the issuance of additional shares of our stock. We use our cash to pay reinsurance premiums, claims
and related costs, policy acquisition costs, salaries and employee benefits, other expenses and stockholder dividends, as well as to purchase investments.

As a holding company, we do not conduct any business operations of our own and as a result, we rely on cash dividends or intercompany loans from our management affiliate to pay our general and administrative expenses. Insurance
regulatory authorities in the states in which we operate heavily regulate our insurance affiliates, including restricting any dividends paid by our insurance affiliate and requiring approval of any management fee our insurance affiliates pays
to our management affiliates for services rendered; however, nothing restricts our non-insurance company subsidiaries from paying us dividends other than state corporate laws regarding solvency. Our non-insurance company subsidiaries
may pay us dividends from any positive net cash flows that they generate. Our management affiliate subsidiaries pay us dividends primarily using cash from the collection of management fees from our insurance affiliates, pursuant to the
management agreements in effect between those entities.

Operating Activities

During the year ended December 31, 2014, our operations generated cash of $68,918,000, compared to generating $109,766,000 of cash during the same period in 2013. The $40,848,000 year over year decrease in operating cash was
primarily driven by the decrease of assumed premiums received from Citizens, increases in claims payments, reinsurance payments, agent commission payments, tax payments and increased operating expense payments. In 2013, we
received $51,578,000 of assumed premiums from Citizens whereas in 2014 we received $29,807,000 of assumed premiums from Citizens. In addition, we returned $6,597,000 of assumed premiums to Citizens in 2014 related to opt outs
from our 2013 assumptions compared to returning $2,459,000 of assumed premiums in the same period in 2013. Claim payments increased approximately $25,780,000 primarily due to the increase in exposures and payments on claims
from current and prior accident years. Reinsurance payments increased approximately $16,050,000 because we purchased more reinsurance coverage under our 2014-2015 contracts than we purchased under our 2013-2014 contracts. Agent
commission payments, operating expense payments and income tax payments increased $10,750,000, $7,599,000 and $18,035,000, respectively, due to the overall growth in the business during 2014 compared to the same period in 2013.
The decrease in cash flows described above was offset by the increase in premium collections of $62,648,000 due to the increased writings we experienced during 2014 compared to the same period in 2013.

Investing Activities

During the year ended December 31, 2014, our investing activities used $91,466,000 of cash compared to using $146,154,000 of cash in 2013 primarily because we purchased $305,013,000 of investments during the year ended
December 31, 2014 compared to purchasing $246,514,000 during the same period in 2013. The increase in purchases was partially offset by the $117,666,000 increase in sales of investments during the year ended December 31, 2014
compared to the same period in 2013. In addition, our investments in property and equipment increased $4,479,000 primarily due to the purchase of property for our new headquarters. In 2015, we expect to invest $3,200,000 to renovate
the building prior to occupancy.

See Note 3 in our Notes to Consolidated Financial Statements for a table that summarizes our fixed maturities at December 31, 2014, by contractual maturity periods.

Financing Activities

During the year ended December 31, 2014, our financing activities provided cash of $49,051,000 compared to providing $71,000 of cash in 2013. The increase occurred primarily because we raised $54,041,000, net of stock issuance
costs of $3,459,000, related to the public offering of 4,600,000 shares of common stock during the first quarter of 2014, whereas we raised $3,591,000 in January 2013 from the underwriters exercise of the over-allotment of 750,000 shares
of common stock from our 2012 public offering. In addition, we paid $3,336,000 of dividends in 2014, compared to $1,944,000 paid in 2013. See Note 18 in our Notes to Consolidated Financial statements for additional information on the
underwritten offering.

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 UNITED INSURANCE HOLDINGS CORP.

Our insurance subsidiaries are subject to extensive state regulation, including approval of any management fee it pays to our management affiliate for services rendered. In accordance with Florida law, United Property & Casualty
Insurance Company may pay dividends or make distributions out of that part of its statutory surplus derived from its net operating profit and its net realized capital gains. Family Security Insurance Company may pay dividends or make
distributions out of its statutory surplus or net income less realized capital gains. See Part II Item 5 for additional information regarding the limitations on dividend payments by our insurance affiliate. The risk-based capital guidelines
published by the National Association of Insurance Commissioners may further restrict our insurance affiliate’s ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause its surplus as
regards policyholders to fall below minimum risk-based capital guidelines. Most states, including Florida, have adopted the NAIC requirements, and insurers having less surplus as regards policyholders than required will be subject to
varying degrees of regulatory action, depending on the level of capital inadequacy. State insurance regulatory authorities could require us to cease operations in the event we fail to maintain the statutory surplus required in our insurance
affiliate.

We prepare our consolidated financial statements in accordance with GAAP; which differs in some respects from reporting practices prescribed or permitted by insurance regulatory authorities. To retain our certificate of authority,
Florida law requires United Property & Casualty Insurance Company to maintain surplus as regards policyholders equal to the greater of 10% of our total liabilities or $5,000,000. At December 31, 2014, United Property & Casualty
Insurance Company’s surplus as regards policyholders was $126,249,000, exceeding the minimum requirements. Florida law also requires United Property & Casualty Insurance Company to adhere to prescribed premium-to-capital surplus
ratios, with which we were in compliance at December 31, 2014.

We believe our current capital resources, together with cash provided from our operations, will be sufficient to meet currently anticipated working capital requirements. We cannot provide assurance, however, that such will be the case
in the future.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2014, we had no off-balance-sheet arrangements.

CONTRACTUAL OBLIGATIONS

The following table summarizes our expected payments for contractual obligations at December 31, 2014:

Payment Due by Period

Total Less than 1 Year 1-3 Years 4-5 Years More than 5 Years
Leases (1) $ 2,848 $ 1,372 $ 1,005 $ 471 $ —
Service agreements 15,735 5,934 7,534 2,267 —
Long-term debt (2) 15,774 3,422 2,353 2,353 7,646
Employment agreements (3) 1,629 960 669 — —
Unpaid loss and loss adjustment expenses (4) 56,631 34,975 16,457 3,897 1,302
Total $ 92,617 $ 46,663 $ 28,018 $ 8,988 $ 8,948
(1) Represents operating and capital leases for our insurance subsidiaries.
(2) Represents principal payments over the life of the debt, see Note 10 in our Notes to Consolidated Financial Statements for additional information regarding our long-term debt. The total long-term debt amount shown in the table above also includes the
outstanding debt of FSH at December 31, 2014.
(3) Represents base salary for the unfulfilled portion of the original employment agreements with certain executive officers.
(4) As of December 31, 2014, United Property and Casualty Insurance Company had unpaid loss and loss adjustment expenses (LAE) of $54,436,000 and Family Security Insurance Company had unpaid loss and LAE reserves of $2,195,000. The specific amounts
and timing of obligations related to known and unknown reserves and related LAE reserves are not set contractually, and the amounts and timing of these obligations are unknown. Nonetheless, based upon our cumulative claims paid over the last 15 years, we
estimate that the loss and LAE reserves will be paid in the periods shown above. While we believe that historical performance of loss payment patterns is a reasonable source for projecting future claims payments, there is inherent uncertainty in this estimated
projected settlement of loss and LAE reserves, and as a result these estimates will differ, perhaps significantly, from actual future payments.

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UNITED INSURANCE HOLDINGS CORP.

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 UNITED INSURANCE HOLDINGS CORP.

RELATED PARTY TRANSACTIONS

See Note 15 in our Notes to Consolidated Financial Statements for a discussion of our related party transactions.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our investment objective is to preserve capital, maximize after-tax investment income, maintain liquidity and minimize risk. Our current investment policy limits investment in non-investment grade debt securities, and limits total
investments in preferred stock, common stock and mortgage notes receivables. We also comply with applicable laws and regulations that further restrict the type, quality and concentration of our investments. In general, these laws and
regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, and preferred and common equity securities.

Our investment policy was established by the Investment Committee of our Board of Directors (Board) and is reviewed and updated regularly. Pursuant to this investment policy, our entire portfolio is classified as available for sale and
we report any unrealized gains or losses, net of deferred income taxes, as a component of other comprehensive income within our stockholders’ equity. We do not hold any securities that are classified as held to maturity and we do not hold
any securities for trading or speculation. We do not utilize any swaps, options, futures or forward contracts to hedge or enhance our investment portfolio.

INTEREST RATE RISK

Our fixed-maturities are sensitive to potential losses resulting from unfavorable changes in interest rates. We manage the risk by analyzing anticipated movements in interest rates and considering our future capital and liquidity
requirements.

The following table illustrates the impact of hypothetical changes in interest rates on the fair value of our fixed-maturities at December 31, 2014:

Percentage
Increase
Change in (Decrease) in
Estimated Estimated Estimated
Hypothetical Change in Interest Rates Fair Value Fair Value Fair Value
300 basis point increase $ 312,032 $ (40,598) (11.5)%
200 basis point increase $ 325,574 $ (27,056) (7.7)%
100 basis point increase $ 339,106 $ (13,524) (3.8)%
Fair value $ 352,630 $ — —%
100 basis point decrease $ 365,747 $ 13,117 3.7 %
200 basis point decrease $ 376,593 $ 23,963 6.8 %
300 basis point decrease $ 381,854 $ 29,224 8.3 %

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 UNITED INSURANCE HOLDINGS CORP.

CREDIT RISK

Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuer of our fixed-maturities. We mitigate this risk by investing in fixed-maturities that are generally investment
grade and by diversifying our investment portfolio to avoid concentrations in any single issuer or market sector.

The following table presents the composition of our fixed-maturity portfolio by rating at December 31, 2014:

% of Total % of Total
Amortized Amortized Estimated Estimated
Comparable Rating Cost Cost Fair Value Fair Value
AAA $ 18,814 5.4% $ 19,433 5.5%
AA+, AA, AA- 213,816 61.1 214,900 60.9
A+, A, A- 60,917 17.4 61,412 17.5
BBB+, BBB, BBB- 54,416 15.5 54,673 15.5
Not rated 2,100 0.6 2,212 0.6
Total $ 350,063 100.0% $ 352,630 100.0%

EQUITY PRICE RISK

Our equity investment portfolio at December 31, 2014 consists of common stocks and non-redeemable preferred stocks. We may incur potential losses due to adverse changes in equity security prices. We manage this risk primarily
through industry and issuer diversification and asset allocation techniques.

The following table illustrates the composition of our equity portfolio at December 31, 2014:

% of Total
Estimated Estimated
Stocks by Sector Fair Value Fair Value
Consumer, non-cyclical $ 6,690 25.7%
Industrial 4,518 17.4
Energy 4,259 16.4
Financial 2,957 11.4
Consumer, cyclical 2,625 10.1
Technology 2,044 7.9
Utility 1,646 6.3
Basic materials 685 2.6
Communications 563 2.2
Total $ 25,987 100.0%

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 UNITED INSURANCE HOLDINGS CORP.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

United Insurance Holdings Corp.

We have audited the accompanying consolidated balance sheets of United Insurance Holdings Corp. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income,
stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedules of United Insurance Holdings Corp. listed in Item 15. These consolidated
financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Insurance Holdings Corp. and subsidiaries as of December 31, 2014 and 2013, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), United Insurance Holdings Corp. and subsidiaries internal control over financial reporting as of December 31,
2014, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 25, 2015 expressed an unqualified
opinion on the effectiveness of United Insurance Holdings Corp’s internal control over financial reporting.

/s/ McGladrey LLP

Omaha, Nebraska
February 25, 2015

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 UNITED INSURANCE HOLDINGS CORP.

Consolidated Balance Sheets

December 31,
2014 2013
ASSETS
Investments available for sale, at fair value:
Fixed maturities (amortized cost of $350,063 and $274,651, respectively) $ 352,630 $ 273,024
Equity securities (adjusted cost of $22,278 and $13,825, respectively) 25,987 15,602
Other investments (amortized cost of $2,749 and $3,034, respectively) 3,010 3,034
Total investments 381,627 291,660
Cash and cash equivalents 61,391 34,888
Accrued investment income 2,239 1,752
Property and equipment, net 8,022 2,408
Premiums receivable, net 31,369 26,076
Reinsurance recoverable on paid and unpaid losses 2,068 2,426
Prepaid reinsurance premiums 63,827 55,268
Deferred policy acquisition costs 31,925 25,186
Other assets 1,701 1,566
Total assets $ 584,169 $ 441,230
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses $ 54,436 $ 47,451
Unearned premiums 229,486 193,428
Reinsurance payable 45,254 39,483
Other liabilities 37,701 38,575
Notes payable 13,529 14,706
Total liabilities 380,406 333,643
Commitments and contingencies (Note 13)
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — —
Common stock, $0.0001 par value; 50,000,000 shares authorized; 21,116,497 and 16,421,398 issued; 20,904,414 and 16,209,315 outstanding, respectively 2 2
Additional paid-in capital 82,380 27,800
Treasury shares, at cost; 212,083 shares (431) (431)
Accumulated other comprehensive income 4,011 92
Retained earnings 117,801 80,124
Total Stockholders' Equity 203,763 107,587
Total Liabilities and Stockholders' Equity $ 584,169 $ 441,230

See accompanying notes to consolidated financial statements.

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 UNITED INSURANCE HOLDINGS CORP.

Consolidated Statements of Comprehensive Income

Year Ended December 31,

2014 2013 2012
REVENUE:
Gross premiums written $ 436,753 $ 381,352 $ 254,909
Increase in gross unearned premiums (36,058) (64,644) (28,655)
Gross premiums earned 400,695 316,708 226,254
Ceded premiums earned (135,845) (119,330) (104,286)
Net premiums earned 264,850 197,378 121,968
Investment income 6,795 3,871 3,083
Net realized gains (losses) (20) (129) 2,160
Other revenue 8,605 6,960 4,023
Total revenue 280,230 208,080 131,234
EXPENSES:
Losses and loss adjustment expenses 118,077 98,830 58,409
Policy acquisition costs 65,657 50,623 36,877
Operating expenses 11,746 9,222 8,630
General and administrative expenses 20,007 14,552 11,734
Interest expense 410 367 355
Total expenses 215,897 173,594 116,005
Income before other income 64,333 34,486 15,229
Other income 77 1 485
Income before income taxes 64,410 34,487 15,714
Provision for income taxes 23,397 14,145 6,009
Net income $ 41,013 $ 20,342 $ 9,705
OTHER COMPREHENSIVE INCOME:
Change in net unrealized gain (loss) on investments 6,367 (4,233) 2,602
Reclassification adjustment for net realized investment (gains) losses 20 129 (2,160)
Income tax benefit (expense) related to items of other comprehensive income (2,468) 1,583 (170)
Total comprehensive income $ 44,932 $ 17,821 $ 9,977

Weighted average shares outstanding

Basic 19,933,652 16,100,882 10,607,751
Diluted 20,045,907 16,183,098 10,655,524

Earnings per share

Basic $ 2.06 $ 1.26 $ 0.91
Diluted 2.05 1.26 0.91

Dividends declared per share $ 0.16 $ 0.12 $ 0.08

See accompanying notes to consolidated financial statements.

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 UNITED INSURANCE HOLDINGS CORP.

Consolidated Statements of Stockholders' Equity

Common Stock Additional Paid-in Accumulated Other

Shares Amount Capital Treasury Stock Comprehensive Income (loss) Retained Earnings Total Stockholders' Equity
December 31, 2011 10,361,849 $ 1 $ 75 $ (431) $ 2,341 $ 53,003 $ 54,989
Net income — — — — — 9,705 9,705
Other comprehensive income — — — — 272 — 272
Restricted stock award 86,990 — 55 — — — 55
Issuance of common stock, net of costs 5,000,000 1 23,946 — — — 23,947
Cash dividends on common stock — — — — — (982) (982)
December 31, 2012 15,448,839 2 24,076 (431) 2,613 61,726 87,986
Net income — — — — — 20,342 20,342
Other comprehensive income
— — — — (2,521) — (2,521)
Restricted stock award 10,476 — 133 — — — 133
Issuance of common stock, net of costs 750,000 — 3,591 — — — 3,591
Cash dividends on common stock — — — — — (1,944) (1,944)
December 31, 2013 16,209,315 2 27,800 (431) 92 80,124 107,587
Net income — — — — — 41,013 41,013
Other comprehensive income
— — — — 3,919 — 3,919
Restricted stock award 95,099 — 539 — — — 539
Issuance of common stock, net of costs 4,600,000 — 54,041 — — — 54,041
Cash dividends on common stock — — — — — (3,336) (3,336)
December 31, 2014 20,904,414 $ 2 $ 82,380 $ (431) $ 4,011 $ 117,801 $ 203,763

See accompanying notes to consolidated financial statements.

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 UNITED INSURANCE HOLDINGS CORP.

Consolidated Statements of Cash Flows

Year Ended December 31,

2014 2013 2012
OPERATING ACTIVITIES
Net income $ 41,013 $ 20,342 $ 9,705
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 801 697 684
Bond amortization and accretion 1,522 1,323 576
Net realized (gains) losses 20 129 (2,160)
Provision for uncollectible premiums 73 59 37
Deferred income taxes, net (1,181) 1,150 (661)
Stock based compensation 649 133 55
Changes in operating assets and liabilities:
Accrued investment income (487) (992) 226
Premiums receivable (5,366) (8,981) (5,986)
Reinsurance recoverable on paid and unpaid losses 358 (154) 2,186
Prepaid reinsurance premiums (8,559) (5,352) (8,948)
Deferred policy acquisition costs, net (6,739) (8,208) (4,654)
Other assets (1,493) 28 2,238
Unpaid losses and loss adjustment expenses 6,985 11,759 2,092
Unearned premiums 36,058 64,644 28,655
Reinsurance payable 5,771 13,420 9,492
Other liabilities (507) 19,769 1,978
Net cash provided by operating activities 68,918 109,766 35,515
INVESTING ACTIVITIES
Proceeds from sales and maturities of investments available for sale 219,893 102,227 52,640
Purchases of investments available for sale (305,013) (246,514) (79,285)
Cost of property, equipment and capitalized software acquired (6,346) (1,867) (452)
Net cash used in investing activities (91,466) (146,154) (27,097)
FINANCING ACTIVITIES
Tax withholding payment related to net settlement of equity awards (110) — —
Repayments of borrowings (1,177) (1,176) (1,177)
Dividends (3,336) (1,944) (982)
Bank overdrafts (367) (400) (640)
Proceeds from issuance of common stock, net of costs 54,041 3,591 23,947
Net cash provided by financing activities 49,051 71 21,148
Increase (decrease) in cash 26,503 (36,317) 29,566
Cash and cash equivalents at beginning of period 34,888 71,205 41,639
Cash and cash equivalents at end of period $ 61,391 $ 34,888 $ 71,205
Supplemental Cash Flows Information
Interest paid $ 389 $ 341 $ 311
Income taxes paid $ 27,901 $ 9,867 $ 6,753

See accompanying notes to consolidated financial statements.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

1) ORGANIZATION, CONSOLIDATION AND PRESENTATION

(a) Business

United Insurance Holdings Corp. is a property and casualty insurance holding company that sources, writes, and services residential property and casualty insurance policies using a network of agents and a group of wholly-owned
insurance subsidiaries. Our primary insurance subsidiary is United Property & Casualty Insurance Company, our insurance affiliate, which was formed in Florida in 1999 and has operated continuously since that time. Our other
subsidiaries include United Insurance Management, L.C., our management affiliate, the managing general agent that manages substantially all aspects of our insurance affiliate's business; Skyway Claims Services, LLC, our claims
adjusting affiliate, that provides services to our insurance affiliate; and UPC Re, our reinsurance affiliate, that provides a portion of the reinsurance protection purchased by our insurance affiliate. On February 3, 2015, we acquired Family
Security Holdings, LLC and its two-wholly owned subsidiaries in an all-stock transaction. See Note 4 our Notes to Consolidated Financial Statements for additional information regarding this acquisition.

Our primary product is homeowners' insurance, which we currently offer in Florida, Louisiana, Massachusetts, New Jersey, North Carolina, Rhode Island, South Carolina, and Texas, under authorization from the insurance regulatory
authorities in each state. We are also licensed to write property and casualty insurance in Alabama, Connecticut, Delaware, Georgia, Hawaii, Maryland, Mississippi, New Hampshire, New York and Virginia; however, we have not
commenced writing in these states.

We conduct our operations under one business segment.

(b) Consolidation and Presentation

We prepare our consolidated financial statements in conformity with U.S. GAAP. While preparing our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those
estimates. Reported amounts that require us to make extensive use of estimates include our reserves for unpaid losses and loss adjustment expenses, reinsurance recoverable, deferred policy acquisition costs, and investments. Except for the
captions on our Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income, we generally use the term loss(es) to collectively refer to both loss and loss adjustment expenses.

We include all of our subsidiaries in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.

We reclassified certain amounts in the 2013 and 2012 financial statements to conform to the 2014 presentation. These reclassifications had no impact on our results of operations, cash flows, or stockholders' equity, as previously
reported.

2) SIGNIFICANT ACCOUNTING POLICIES

(a) Cash and Cash Equivalents

Our cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid instruments with original maturities of three months or less when purchased.

(b) Investments

We currently classify all of our investments in fixed maturities, equity securities and other investments as available-for-sale, and report them at fair value. Subsequent to our acquisition of available-for-sale securities, we record changes
in value through the date of disposition as unrealized holding gains and losses, net of tax effects, and include them as a component of comprehensive income. We include realized gains and losses, which we calculate using the specific-
identification method for

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

determining the cost of securities sold, in net income. We amortize any premium or discount on fixed maturities over the remaining maturity period of the related securities using the effective interest method, and we report the amortization
in net investment income. We recognize dividends and interest income when earned.

Quarterly, we perform an assessment of our investments to determine if any are other-than-temporarily impaired. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized
cost of that investment. As part of our assessment process, we determine whether the impairment is temporary or other-than-temporary. We base our assessment on both quantitative criteria and qualitative information, considering a number
of factors including, but not limited to: how long the security has been impaired; the amount of the impairment; whether, in the case of equity securities, we intend to hold, and have the ability to hold, the security for a period sufficient for
us to recover our cost basis, or whether, in the case of debt securities, we intend to sell the security or it is more likely than not that we will have to sell the security before we recover the amortized cost; the financial condition and near-term
prospects of the issuer; whether the issuer is current on contractually-obligated interest and principal payments; key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions.

If we determine that an equity security has incurred an other-than-temporary impairment, we permanently reduce the cost of the security to fair value and recognize an impairment charge in net income. If a debt security is impaired and
we either intend to sell the security or it is more likely than not that we will have to sell the security before we are able to recover the amortized cost, then we record the full amount of the impairment in net income. If we determine that an
impairment of a debt security is other-than-temporary and we neither intend to sell the security nor it is more likely than not that we will have to sell the security before we are able to recover its cost or amortized cost, then we separate the
impairment into (a) the amount of impairment related to credit loss and (b) the amount of impairment related to all other factors. We record the amount of the impairment related to the credit loss as an impairment charge in net income, and
we record the amount of the impairment related to all other factors in accumulated other comprehensive income.

A large portion of our investment portfolio consists of fixed maturities, which may be adversely affected by changes in interest rates as a result of governmental monetary policies, domestic and international economic and political
conditions and other factors beyond our control. A rise in interest rates would decrease the net unrealized holding gains of our investment portfolio, offset by our ability to earn higher rates of return on funds reinvested. Conversely, a
decline in interest rates would increase the net unrealized holding gains of our investment portfolio, offset by lower rates of return on funds reinvested.

(c) Fair Value

See Note 3 in our Notes to Consolidated Financial Statements for a discussion regarding the fair value measurement of our investments at December 31, 2014.

(d) Premiums

We recognize premiums as revenue, net of ceded reinsurance amounts, on a daily pro rata basis over the contract period of the related policies that are in force. For any portion of premiums not earned at the end of the reporting period,
we record an unearned premium liability.

Premiums receivable represents amounts due from our policyholders for billed premiums and related policy fees. We perform a policy-level evaluation to determine the extent to which the balance of premium receivable exceeds the
balance of unearned premium. We then age any resulting exposure based on the last date the policy was billed to the policyholder, and we establish an allowance for credit losses for any amounts outstanding for more than 90 days. When
we receive payments on amounts previously charged off, we credit bad debt expense in the period we receive the payment. The balances of our allowance for uncollectible premiums totaled $34,000 and $29,000 at December 31, 2014 and
2013, respectively.

When we receive premium payments from policyholders prior to the effective date of the related policy, we record an advance premiums liability. On the policy effective date, we reduce the advance premium liability and record the
premiums as described above.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

(e) Policy Acquisition Costs

We incur policy acquisition costs that vary with, and are directly related to, the production of new business. Policy acquisition costs consist primarily of the following three items: (i) commissions paid to outside agents at the time of
policy issuance; (ii) policy administration fees paid to a third-party administrator at the time of policy issuance; and (iii) premium tax. We capitalize policy acquisition costs to the extent recoverable, then we amortize those costs over the
contract period of the related policy.

At each reporting date, we determine whether we have a premium deficiency. A premium deficiency would result if the sum of our expected losses, deferred policy acquisition costs, and policy maintenance costs (such as costs to store
records and costs incurred to collect premiums and pay commissions) exceeded our related unearned premiums plus investment income.
Should we determine that a premium deficiency exists, we would write off the unrecoverable portion of deferred policy acquisition costs and record a liability to the extent the deficiency exceeded the deferred policy acquisition costs.

(f) Long-lived Assets

i) Property and Equipment

We record our property and equipment, at cost less accumulated depreciation and amortization. We use the straight-line method of calculating depreciation over the estimated useful lives of the assets. We also use the straight-line
method to calculate amortization of leasehold improvements over the estimated useful lives of the assets or the term of the lease, whichever is shorter. We periodically review estimated useful lives and, where appropriate, we make changes
prospectively. We charge maintenance and repair costs to expense as incurred.

ii) Capitalized Software

We capitalize certain direct development costs associated with internal-use software. We expect to amortize the capitalized software costs related to our new policy administration system and data warehouse over their expected five
year useful lives. During the second quarter of 2014, we began amortizing the costs related to our new claims processing system over its expected five year useful life.

See Note 7 in our Notes to Consolidated Financial Statements for a discussion of our property, equipment and capitalized software, including our new property, that was purchased during 2014.

iii) Impairment of Long-lived Assets

We annually review our long-lived assets, including intangible assets, to determine if their carrying amounts are recoverable. If the non-discounted future cash flows expected to result from the use and eventual disposition of the assets
are less than their carrying amounts, we reduce their carrying amounts to fair value and recognize an impairment loss.

(g) Unpaid Losses and Loss Adjustment Expenses

Our reserves for unpaid losses represent the estimated ultimate cost of settling all reported claims plus all claims we incurred related to insured events that have occurred as of the reporting date, but that policyholders have not yet
reported to us.

We estimate our reserves for unpaid losses using individual case-basis estimates for reported claims and actuarial estimates for IBNR claims, and we continually review and adjust our estimated losses as necessary based on our
historical experience and as we obtain new information. If our unpaid loss reserves prove to be deficient or redundant, we increase or decrease the liability in the period in which we identify the difference, thereby impacting net income.
Though our estimate of the ultimate cost of settling all reported and unreported claims may change at any point in the future, a reasonable possibility exists that our estimate may vary significantly in the near term from the estimated
amounts included in our consolidated financial statements.

On our Consolidated Balance Sheets, we report our reserves for unpaid losses gross of the amounts related to unpaid losses recoverable from reinsurers. On our Consolidated Statements of Comprehensive Income, we report losses net
of amounts ceded to reinsurers. We do not discount our loss reserves for financial statement purposes.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

(h) Managing General Agent Fees and Policy Fees

Our policy fees consist of the managing general agent fee and a pay-plan fee. Regulatory authorities in Florida and Rhode Island allow managing general agents to charge policyholders a $25 fee on each policy written, while the
regulatory authority in Texas allows managing general agents to charge policyholders a $25 or $75 fee, depending on the type of policy issued. We defer such fees as unearned revenue and then include them in income on a pro rata basis
over the term of the underlying policies. We record our pay-plan fees, which we charge to all policyholders that pay their premium in more than one installment, as income when collected. We report all policy-related fees in other revenue
on our Consolidated Statements of Comprehensive Income.

(i) Reinsurance

We follow industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or "ceding", all or a portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our
reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss.

Our reinsurance agreements are short-term, prospective contracts. We record an asset, prepaid reinsurance premiums, and a liability, reinsurance payable, for the entire contract amount upon commencement of our new reinsurance
agreements. We amortize our prepaid reinsurance premiums over the 12-month contract period.

We record amounts recoverable from our reinsurers on paid losses plus an estimate of amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is a function of our liability for unpaid losses
associated with the reinsured policies; therefore, the amount changes in conjunction with any changes to our estimate of unpaid losses. Though our estimate of amounts recoverable from reinsurers on unpaid losses may change at any point
in the future because of its relation to our reserves for unpaid losses, a reasonable possibility exists that our estimate may change significantly in the near term from the amounts included in our consolidated financial statements.

We estimate uncollectible amounts receivable from reinsurers based on an assessment of factors including the creditworthiness of the reinsurers and the adequacy of collateral obtained, where applicable. We recorded no bad debt
expense related to reinsurance during the years ended December 31, 2014, 2013 or 2012.

(j) Assessments

We record guaranty fund and other insurance-related assessments imposed upon us as an expense in the period the regulatory agency imposes the assessment. To recover Florida Insurance Guaranty Association (FIGA) assessments, we
calculate and begin collecting a policy surcharge that will allow us to collect the entire assessment over a 12-month period, based on our estimate of the number of policies we expect to write. We then submit an information only filing,
pursuant to Florida Statute 631.57(3)(h), to the insurance regulatory authority requesting formal approval of the policy FIGA surcharge. The process may be repeated in successive 12-month periods until we collect the entire assessment.
We record the recoveries as revenue in the period that we collect the cash. While current regulations allow us to recover from policyholders the amount of assessments imposed upon us, our payment of the assessments and our recoveries
may not offset each other in the same fiscal period in our consolidated financial statements.

Where permitted by law or regulatory authority, we collect assessments imposed upon policyholders as a policy surcharge and we record the amounts collected as a liability until we remit the amounts to the regulatory agency that
imposed the assessment. During 2014 we did not receive any significant assessments from the regulatory authorities in the states in which our insurance affiliate operates.

(k) Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure
deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. Should a change in tax rates occur, we recognize the effect on
deferred tax assets and

61
 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

liabilities in operations in the period that includes the enactment date. Realization of our deferred income tax assets depends upon our generation of sufficient future taxable income.

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not
threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority.

We record any income tax penalties and income-tax-related interest as income tax expense in the period incurred. We did not incur any material tax penalties or income-tax-related interest during the years ended December 31, 2014,
2013 or 2012.

(l) Advertising Costs

We expense all advertising costs when we incur those costs. For the years ended December 31, 2014, 2013 and 2012, we incurred advertising costs of $1,819,000, $1,801,000, and $1,395,000, respectively.

(m) Earnings Per Share

We report both basic earnings per share and diluted earnings per share. To calculate basic earnings per share, we divide net income attributable to common stockholders by the weighted-average number of common stock shares
outstanding during the period. We calculate diluted earnings per share by dividing net income attributable to common stockholders by the weighted-average number of common stock shares, common stock equivalents, and restricted shares
outstanding during the period.

(n) Concentrations of Risk

Our current operations subject us to the following concentrations of risk:

• a concentration of revenue because we write primarily homeowners policies

• a geographic concentration resulting from the fact that, though we now operate in eight states, we still write approximately 74% of our premium in Florida

• a group concentration of credit risk with regard to our reinsurance recoverable, since all of our reinsurers engage in similar activities and have similar economic characteristics that could cause their ability to repay us to be
similarly affected by changes in economic or other conditions

• a concentration of credit risk with regard to our cash, because we choose to deposit all our cash at two financial institutions

We mitigate our geographic and group concentrations of risk by entering into reinsurance contracts with financially-stable reinsurers, and by securing irrevocable letters of credit from reinsurers when necessary.

With regard to our cash balances held at financial institutions, we had $74,871,000 and $40,843,000 in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits at December 31, 2014 and 2013, respectively. The
$34,028,000 increase in excess of FDIC insurance limits is the result of holding more cash at the end of 2014 than we did in 2013.

(o) Accounting Pronouncements

We have evaluated pending and final accounting pronouncements and do not believe they would have a material impact on the operations or financial reporting of our Company.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

3) INVESTMENTS

The following table details the difference between cost or adjusted/amortized cost and estimated fair value, by major investment category, at December 31, 2014 and 2013:

Cost or
Adjusted/Amortized Gross Unrealized
Cost Gross Unrealized Gains Losses Fair Value
December 31, 2014
U.S. government and agency securities $ 134,601 $ 423 $ 590 $ 134,434
Foreign governments 3,275 79 — 3,354
States, municipalities and political subdivisions 90,262 1,866 217 91,911
Public utilities 9,044 217 39 9,222
Corporate securities 111,787 1,409 580 112,616
Redeemable preferred stocks 1,094 9 10 1,093
Total fixed maturities 350,063 4,003 1,436 352,630
Public utilities 1,222 211 — 1,433
Other common stocks 19,560 3,738 250 23,048
Nonredeemable preferred stocks 1,496 17 7 1,506
Total equity securities 22,278 3,966 257 25,987
Other investments 2,749 261 — 3,010
Total investments $ 375,090 $ 8,230 $ 1,693 $ 381,627

December 31, 2013

U.S. government and agency securities $ 98,621 $ 28 $ 1,169 $ 97,480
Foreign government 3,287 — 60 3,227
States, municipalities and political subdivisions 45,556 654 433 45,777
Public utilities 9,103 122 92 9,133
Corporate securities 118,084 792 1,469 117,407
Total fixed maturities 274,651 1,596 3,223 273,024
Public utilities 804 23 20 807
Other common stocks 12,749 1,894 97 14,546
Nonredeemable preferred stocks 272 — 23 249
Total equity securities 13,825 1,917 140 15,602
Other investments 3,034 — — 3,034
Total investments $ 291,510 $ 3,513 $ 3,363 $ 291,660

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

When we sell investments, we calculate the gain or loss realized on the sale by comparing the sales price (fair value) to the cost or adjusted/amortized cost of the security sold. We determine the cost or adjusted/amortized cost of the
security sold using the specific-identification method. The following tables detail our realized gains (losses) by major investment category for the years ended December 31, 2014, 2013 and 2012:

2014 2013 2012

Gains Gains Gains
(Losses) Fair Value at Sale (Losses) Fair Value at Sale (Losses) Fair Value at Sale
Fixed maturities $ 92 $ 5,598 $ 103 $ 23,187 $ 2,043 $ 28,999
Equity securities 298 111,325 31 155 279 1,907
Total realized gains 390 116,923 134 23,342 2,322 30,906
Fixed maturities (228) 11,389 (261) 43,751 (141) 9,243
Equity securities (182) 1,529 (2) 28 (21) 391
Total realized losses (410) 12,918 (263) 43,779 (162) 9,634
Net realized investment gains (losses) $ (20) $ 129,841 $ (129) $ 67,121 $ 2,160 $ 40,540

The table below summarizes our fixed maturities at year end by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual
maturity of those obligations.

December 31, 2014

Cost or Amortized Cost Percent of Total Fair Value Percent of Total
Due in one year or less $ 33,363 9.5% $ 33,377 9.5%
Due after one year through five years 166,606 47.6% 166,768 47.3%
Due after five years through ten years 111,842 31.9% 112,970 32.0%
Due after ten years 38,252 10.9% 39,515 11.2%
Total $ 350,063 100.0% $ 352,630 100.0%

The following table summarizes our net investment income by major investment category:

Year Ended December 31,

2014 2013 2012
Fixed maturities $ 5,866 $ 3,512 $ 2,902
Equity securities 734 280 138
Cash and cash equivalents 9 31 35
Other investments 166 48 8
Other assets 20 — —
Investment income $ 6,795 $ 3,871 $ 3,083
Investment expenses (312) (206) (142)
Net investment income $ 6,483 $ 3,665 $ 2,941

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Portfolio monitoring

We have a comprehensive portfolio monitoring process to identify and evaluate each fixed income and equity security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, we determine if the loss is temporary or other-than-temporarily impaired. If our management decides to sell the security or determines that it is more likely than not that we
will be required to sell the security before recovery of the cost or amortized cost basis for reasons such as liquidity, contractual or regulatory purposes, then the security's decline in fair value is considered other-than-temporary and is
recorded in earnings.

If we have not made the decision to sell the fixed income security and it is not more likely than not that we will be required to sell the fixed income security before recovery of its amortized cost basis, we evaluate whether we expect
the security to receive cash flows sufficient to recover the entire cost or amortized cost basis of the security. We calculate the estimated recovery value by discounting the best estimate of future cash flows at the security's original or current
effective rate, as appropriate, and compare this to the cost or amortized cost of the security. If we do not expect to receive cash flows sufficient to recover the entire cost or amortized cost basis of the fixed income security, the credit loss
component of the impairment is recorded in earnings, with the remaining amount of the unrealized loss related to other factors recognized in other comprehensive income.

For equity securities, we consider various factors, including whether we have the intent and ability to hold the equity security for a period of time sufficient to recover its cost basis. If we lack the intent and ability to hold to recovery, or
if we believe the recovery period is extended, the equity security's decline in fair value is considered other-than-temporary and is recorded in earnings.

Our portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its cost or amortized cost (for fixed income securities) or cost (for equity securities) is
below established thresholds. The process also includes the monitoring of other impairment indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which we may
have a concern, are evaluated for potential other-than-temporary impairment using all reasonably available information relevant to the collectability or recovery of the security. Inherent in our evaluation of other-than-temporary impairment
for these fixed income and equity securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair
value is other-than-temporary are: (1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency
actions and offering prices; (2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and (3) the length of time and extent to which the fair value has been less
than amortized cost or cost.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The following table presents an aging of our unrealized investment losses by investment class:

Less Than Twelve Months Twelve Months or More

Gross Unrealized Gross Unrealized
Number of Securities* Losses Fair Value Number of Securities* Losses Fair Value
December 31, 2014
U.S. government and agency securities 32 $ 285 $ 36,081 20 $ 305 $ 16,947
States, municipalities and political subdivisions 24 100 22,272 11 117 14,310
Public utilities 1 1 1,274 1 38 1,014
Corporate securities 23 271 23,738 16 309 20,215
Redeemable preferred stocks 4 10 408 — — —
Total fixed maturities 84 667 83,773 48 769 52,486
Other common stocks 54 247 3,992 1 3 31
Nonredeemable preferred stocks 4 7 378 — — —
Total equity securities 58 254 4,370 1 3 31
Total 142 $ 921 $ 88,143 49 $ 772 $ 52,517

December 31, 2013

U.S. government and agency securities 47 $ 850 $ 64,369 7 $ 319 $ 5,913
Foreign governments 4 60 3,227 — — —
States, municipalities and political subdivisions 23 433 27,106 — — —
Public utilities 4 92 3,830 — — —
Corporate securities 49 1,469 60,348 — — —
Redeemable preferred stocks — — — — — —
Total fixed maturities 127 2,904 158,880 7 319 5,913
Public utilities 5 20 357 — — —
Other common stocks 15 97 1,626 — — —
Nonredeemable preferred stocks 1 6 125 1 17 125
Total equity securities 21 123 2,108 1 17 125
Total 148 $ 3,027 $ 160,988 8 $ 336 $ 6,038
* This amount represents the actual number of discrete securities, not the number of shares of those securities. The number is not presented in thousands.

During our quarterly evaluations of our securities for impairment, we determined that none of our investments in debt and equity securities that reflected an unrealized loss position were other-than-temporarily impaired. The issuers of
our debt securities continue to make interest payments on a timely basis and have not suffered any credit rating reductions. We do not intend to sell nor is it likely that we would be required to sell the debt securities before we recover our
amortized cost basis. All the issuers of the equity securities we own had near-term prospects that indicated we could recover our cost basis, and we also have the ability and the intent to hold these securities until their value equals or
exceeds their cost.

During the years ended December 31, 2014, 2013 and 2012, we recorded no other-than-temporary impairment charges related to our equity positions. We have never recorded an OTTI charge on our debt-security investments.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value
maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Audited Consolidated Balance Sheets at fair value are
categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:

Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we can access.

Level 2: Assets and liabilities whose values are based on the following:
(a) Quoted prices for similar assets or liabilities in active markets;
(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect our estimates of
the assumptions that market participants would use in valuing the assets and liabilities.

We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the NYSE, NASDAQ, and NYSE MKT. For securities for which quoted
prices in active markets are unavailable, we use a third-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of
those securities for which quoted prices are unavailable. Our estimates of fair value reflect the interest rate environment that existed as of the close of business on December 31, 2014 and 2013. Changes in interest rates subsequent to
December 31, 2014 may affect the fair value of our investments.

The fair value for our fixed-maturities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources, and
through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed income and other securities for which a fair value has been requested. The inputs used by the valuation service
providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates, and other information, as
applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in
the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the
measurement date, as described above, as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector, and where applicable, collateral quality and other issue or issuer specific
information. Executing valuation models effectively requires seasoned professional judgment and experience.

For our Level 3 assets, our internal pricing methods are primarily based on models using discounted cash flow methodologies that determine a single best estimate of fair value for individual financial instruments. In addition, our
models use a discount rate and internally assigned credit ratings as inputs (which are generally consistent with any external ratings) and those we use to report our holdings by credit rating. Market related inputs used in these fair values,
which we believe are representative of inputs other market participants would use to determine fair value of the same instruments include: interest rate yield curves, quoted market prices of comparable securities, credit spreads, and other
applicable market data. As a result of the significance of non-market observable inputs, including internally assigned credit ratings as described above, judgment is required in developing these fair values. The fair value of these financial
assets may differ from the amount actually received if we were to sell the asset. Moreover, the use of different valuation assumptions may have a material effect on the fair values on the financial assets.

67
 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Any change in the estimated fair value of our securities would impact the amount of unrealized gain or loss we have recorded, which could change the amount we have recorded for our investments and other comprehensive income on
our Consolidated Balance Sheets.

The carrying amounts for the following financial instrument categories approximate their fair values at December 31, 2014 and 2013 because of their short-term nature: cash and cash equivalents, accrued investment income, premiums
receivable, reinsurance recoverable, reinsurance payable, and accounts payable and accrued expenses. The carrying amount of notes payable also approximates its fair value as the interest rate on the note payable is variable.

The following table presents the fair value measurements of our financial instruments by level at December 31, 2014 and December 31, 2013:

December 31, 2014 Total Level 1 Level 2 Level 3

U.S. government and agency securities $ 134,434 $ — $ 134,434 $ —
Foreign governments 3,354 — 3,354 —
States, municipalities and political subdivisions 91,911 — 91,911 —
Public utilities 9,222 — 9,222 —
Corporate securities 112,616 — 112,616 —
Redeemable preferred stocks 1,093 1,093 — —
Total fixed maturities 352,630 1,093 351,537 —
Public utilities 1,433 1,433 — —
Other common stocks 23,048 23,048 — —
Nonredeemable preferred stocks 1,506 1,506 — —
Total equity securities 25,987 25,987 — —
Other investments 3,010 300 739 1,971
Total investments $ 381,627 $ 27,380 $ 352,276 $ 1,971

December 31, 2013

U.S. government and agency securities $ 97,480 $ — $ 97,480 $ —
Foreign governments 3,227 — 3,227 —
States, municipalities and political subdivisions 45,777 — 45,777 —
Public utilities 9,133 — 9,133 —
Corporate securities 117,407 — 117,407 —
Total fixed maturities 273,024 — 273,024 —
Public utilities 807 807 — —
Other common stocks 14,546 14,546 — —
Nonredeemable preferred stocks 249 249 — —
Total equity securities 15,602 15,602 — —
Other investments 3,034 3,034 — —
Total investments $ 291,660 $ 18,636 $ 273,024 $ —

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The table below presents the rollforward of Level 3 investments held at fair value during the year ended December 31, 2014:

Other Investments
December 31, 2013 $ —
Transfers in 1,750
Partnership income 22
Return of capital (62)
Unrealized gains in accumulated other comprehensive income 261
December 31, 2014 $ 1,971

We are responsible for the determination of fair value and the supporting assumptions and methodologies. We gain assurance on the overall reasonableness and consistent application of valuation methodologies and inputs and
compliance with accounting standards through the execution of various processes and controls designed to provide assurance that our assets and liabilities are appropriately valued. For fair values received from third parties, our processes
are designed to provide assurance that the valuation methodologies and inputs are appropriate and consistently applied, the assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are
accurately recorded.

At the end of each quarter, we determine whether we need to transfer the fair values of any securities between levels of the fair value hierarchy and, if so, we report the transfer as of the end of the quarter. During 2014, we transferred
$1,971,000 from Level 1 to Level 3 because the investments in limited partnerships were fully funded, we used unobservable inputs to derive our estimated fair value for these investments and the unobservable inputs are significant to the
overall fair value measurement.

For our investments in U.S. government securities that do not have prices in active markets, agency securities, state and municipal governments, and corporate bonds, we obtain the fair values from Synovus Trust Company, NA, which
uses a third-party valuation service. The valuation service calculates prices for our investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies that incorporate inputs from various
sources. The model the valuation service uses to price U.S. government securities and securities of states and municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency
securities, the valuation service calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, then adds final spreads to the U.S. Treasury curve at 3 p.m. (ET) as of quarter
end. Since the inputs the valuation service uses in their calculations are not quoted prices in active markets, but are observable inputs, they represent Level 2 inputs.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Other investments

Throughout 2014, 2013 and 2012, we acquired investments in limited partnerships, recorded in the other investments line of our Consolidated Balance Sheets, that are currently being accounted for at fair value utilizing a discounted
cash flow methodology. The estimated fair value of our investments in the limited partnership interests was $2,710,000. We have fully funded our investments in DCR and RCH, but we are still obligated to fund an additional $1,261,000
for our investment in Kayne.

Initial Investment Book Value Unrealized Gain Fair Value

DCR Mortgage Partners VI, L.P. $ 750 $ 750 $ 185 $ 935
RCH Mortgage Fund VI Investors, LP 1,000 960 76 1,036
Kayne Senior Credit Fund II, L.P. 739 739 — 739
Total limited partnerships $ 2,489 $ 2,449 $ 261 $ 2,710
Certificate of deposit 300 300 — 300
Total other investments $ 2,789 $ 2,749 $ 261 $ 3,010

On October 31, 2013, we entered into a participation agreement with United Capital Funding (UC Funding), that was recorded in other assets, at cost. We invested $1,000,000 in cash with UC Funding which they utilized to factor
receivables from another company. During 2014, UC Funding returned our investment in full as they were unable to fully utilize our investment.

4) ACQUISITIONS

We account for acquisitions under the provisions of Accounting Standards Committee (ASC) Topic 805 - “Business Combinations.”

On December 15, 2014, we announced the acquisition of Family Security Holdings, LLC, an insurance holding company with two wholly-owned subsidiaries, Family Security Insurance Company, a Hawaii-domiciled property and
casualty insurer authorized in Hawaii and Louisiana, and Family Security Underwriters, LLC, a managing general agency performing administrative and marketing services for FSIC. We successfully completed this transaction on February
3, 2015.

FSH has not closed their books for the month ended January 2015, and therefore we are unable to complete the initial evaluation of the net assets acquired from this combination.

The following unaudited pro forma financial information presents financial information as if the FSH transaction had occurred as of the beginning of the 2014 fiscal year. The material non-recurring pro forma adjustments made to
arrive at the below earnings amounts include the add back of $557,000 of ceded premiums earned to bring FSH's reinsurance costs as a percentage of gross premiums earned in line with our reinsurance costs as a percentage of gross
premiums earned and the add back of $751,000 of personnel costs associated with non-retained employees. The pro forma information presented does not purport to represent results that would have been achieved had the merger occurred
at the beginning of 2014, or to be indicative of our future financial performance.

Year Ended
December 31, 2014
Revenues $ 289,842

Net income $ 41,244

Diluted earnings per share $ 2.01

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

5) EARNINGS PER SHARE

Basic earnings per share (EPS) is based on the weighted average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution resulting from
vesting of restricted shares of common stock. The following table shows the computation of basic and diluted EPS for the years ended December 31, 2014, 2013 and 2012:

Year Ended
December 31,
2014 2013 2012
Numerator:
Net income attributable to common stockholders $ 41,013 $ 20,342 $ 9,705

Denominator:
Weighted-average shares outstanding 19,933,652 16,100,882 10,607,751
Effect of dilutive securities 112,255 82,216 47,773
Weighted-average diluted shares 20,045,907 16,183,098 10,655,524

Basic earnings per share $ 2.06 $ 1.26 $ 0.91

Diluted earnings per share $ 2.05 $ 1.26 $ 0.91

See Note 19 for additional information on the stock grants related to dilutive securities.

6) DEFERRED POLICY ACQUISITION COSTS

We anticipate that our deferred policy acquisition costs will be fully recoverable in the near term. The table below depicts the activity with regard to deferred policy acquisition costs:

2014 2013
Balance at January 1 $ 25,186 $ 16,978
Policy acquisition costs deferred 71,853 56,950
Amortization (65,114) (48,742)
Balance at December 31 $ 31,925 $ 25,186

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

7) PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

Year Ended
December 31,
2014 2013
Property 3,583 —
Computer hardware and software 6,001 3,433
Office furniture and equipment 1,319 1,124
Leasehold improvements 141 141
Total, at cost 11,044 4,698
Less: accumulated depreciation and amortization (3,022) (2,290)
Property and equipment, net 8,022 2,408

On September 5, 2014, we entered into a purchase and sale agreement to acquire approximately 40,000 square feet of commercial office space and associated property in St. Petersburg, FL. At acquisition, the real estate consisted of
approximately 2.3 acres of land and an office building, plus an additional 1.5 acres of leased parking space.

Depreciation and amortization expense under property and equipment was $731,000, $697,000 and $684,000, respectively, for the years ended December 31, 2014, 2013 and 2012.

8) REINSURANCE

Our reinsurance program is designed, utilizing our risk management methodology, to address our exposure to catastrophes. According to the Insurance Service Office (ISO), a catastrophe loss is defined as a single unpredictable
incident or series of closely related incidents that result in $25,000,000 or more in U.S. industry-wide direct insured losses to property and that affect a significant number of policyholders and insurers (ISO catastrophe). In addition to ISO
catastrophes, we also include as catastrophes those events (non-ISO catastrophes), which may include losses, that we believe are, or will be, material to our operations, either in amount or in number of claims made.

Our program provides reinsurance protection for catastrophes including hurricanes, tropical storms, and tornadoes. These reinsurance agreements are part of our catastrophe management strategy, which is intended to provide our
stockholders an acceptable return on the risks assumed in our property business, and to reduce variability of earnings, while providing protection to our policyholders.

During the second quarter of 2014, we placed our reinsurance program for the 2014 treaty year beginning June 1, 2014 and ending on May 31, 2015. The agreements incorporate the mandatory coverage required by and placed with the
FHCF. The private agreements provide coverage against severe weather events such as hurricanes, tropical storms and tornadoes.

For the 2014 hurricane season, our insurance affiliate purchased catastrophe excess of loss reinsurance protection of $1,080,200,000 excess $25,000,000 providing sufficient protection for approximately a one-in-185 year hurricane
event as calculated by our licensed modeling software, AIR model version 15 using long-term event rates excluding demand surge. For a single hurricane catastrophe, we will pay, or “retain” up to $25,000,000. The catastrophe excess of
loss reinsurance program provides 100% coverage for all losses in excess of $25,000,000 up to $1,105,200,000.

Our agreement with the FHCF consists of a single layer of coverage, the mandatory layer. Under the agreement, we estimate the FHCF will provide approximately $555,200,000 of aggregate coverage for covered losses in excess of
$230,800,000. The initial premium for the FHCF agreement is approximately $38,594,000.

The 2014 private catastrophe excess of loss reinsurance agreements structure coverage into layers, with a cascading feature such that all layers attach at $25,000,000. If the aggregate limit of the preceding layer is exhausted, the next
layer drops down (cascades) in its place. Additionally, any unused layer protection drops down for subsequent events until exhausted. The 2014

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

catastrophe excess of loss reinsurance agreements with unaffiliated private reinsurers provide $525,000,000 of aggregate coverage for covered losses in excess of $25,000,000. Additionally, our insurance affiliate purchased a dedicated
second event cover with recovery potential in subsequent events providing 100% coverage for losses of $15,000,000 excess $10,000,000, subject to an annual aggregate deductible of $15,000,000. The total cost of the 2014 private
catastrophe excess of loss reinsurance program is $90,600,000. Certain parts of the reinsurance program provide coverage for two years. All private insurers with whom our insurance affiliate contracted either carry A.M. Best financial
strength ratings of A- or higher, or have fully collateralized their maximum potential obligations in dedicated trusts.

We amortize our prepaid reinsurance premiums over the annual agreement period, and we record that amortization in ceded premiums earned on our Consolidated Statements of Comprehensive Income. The table below summarizes
the amounts of our ceded premiums written under the various types of agreements, as well as the amortization of prepaid reinsurance premiums:

Year Ended December 31,

2014 2013 2012
Excess-of-loss $ (125,638) $ (108,696) $ (100,549)
Equipment & identity theft (4,370) (2,608) (1,540)
Flood (14,396) (13,378) (11,145)
Ceded premiums written $ (144,404) $ (124,682) $ (113,234)
Increase in ceded unearned premiums 8,559 5,352 8,948
Ceded premiums earned $ (135,845) $ (119,330) $ (104,286)

Current year catastrophe losses by the event magnitude are shown in the following table.

December 31, 2014 Number of Events Incurred Loss and LAE (6) Combined Ratio Impact
Current period catastrophe losses incurred
Less than $1 million (1) 3 $ 829 0.3%
Total 3 $ 829 0.3%

December 31, 2013

Current period catastrophe losses incurred
$ 1 million to $5 million (2) 1 1,839 0.9%
Less than $1 million (3) 2 1,763 0.9%
Total 3 $ 3,602 1.8%

December 31, 2012

Current period catastrophe losses incurred
$ 1 million to $5 million (4) 2 2,896 2.4%
Less than $1 million (5) 1 770 0.6%
Total 3 $ 3,666 3.0%
(1) Reflects losses from the Richland hailstorm, Hurricane Arthur and the Revere Tornado in 2014. Winterstorm Nemo in 2013.
(2) Reflects losses from Winterstorm Nemo in 2013.
(3) Reflects losses from the Orlando weather event and Tropical Storm Andrea in 2013.
(4) Reflects losses from Tropical Storms Debby and Isaac in 2012.
(5) Reflects losses from Superstorm Sandy in 2012.
(6) Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserves.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Reinsurance recoverable at the balance sheet dates consists of the following:

December 31,
2014 2013
Reinsurance recoverable on unpaid losses and LAE $ 1,252 $ 1,957
Reinsurance recoverable on paid losses and LAE 816 469
Reinsurance recoverable $ 2,068 $ 2,426

During the years ended December 31, 2014 and 2013, we realized recoveries under our reinsurance agreements totaling $2,667,000 and $2,521,000, respectively. These recoveries were primarily related to losses from Hurricane
Wilma, which occurred in October 2005.

During the fourth quarter of 2014, we placed our non-catastrophe reinsurance agreements, which will expire on December 31, 2015. The first non-catastrophe reinsurance agreement provides excess-of-loss coverage for losses arising
out of property business up to $3,000,000 in excess of $1,000,000 per risk. Should a loss recovery, or series of loss recoveries, exhaust the coverage provided under the agreement for losses arising out of property-only business, excluding
catastrophes, two reinstatements of coverage is included at no additional premium. We also entered into a second property catastrophe excess-of-loss reinsurance agreement that provides coverage up to $25,000,000 in excess of
$3,000,000. This agreement provides coverage for events that are not named hurricanes or tropical storms. Should losses for one event exceed $25,000,000, our catastrophe reinsurance agreements would provide reinsurance for the
remaining losses. Reinstatements of the second property catastrophe agreement are subject to an additional premium.

We write flood insurance under an agreement with the National Flood Insurance Program. We cede 100% of the premiums written and the related risk of loss to the federal government. We earn commissions for the issuance of flood
policies based upon a fixed percentage of net written premiums and the processing of flood claims based upon a fixed percentage of incurred losses, and we can earn additional commissions by meeting certain growth targets for the number
of in-force policies. We recognized commission revenue from our flood program of $1,078,000, $570,000, and $267,000 for the years ended December 31, 2014, 2013, and 2012, respectively.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The following table depicts written premiums, earned premiums and losses, showing the effects that our reinsurance transactions have on these components of our Consolidated Statements of Comprehensive Income:

Year ended December 31,

2014 2013 2012
Premium written:
Direct $ 417,769 $ 339,765 $ 254,913
Assumed 18,984 41,587 (4)
Ceded (144,404) (124,682) (113,234)
Net premium written $ 292,349 $ 256,670 $ 141,675
Change in unearned premiums:
Direct $ (38,995) $ (44,422) $ (28,743)
Assumed 2,937 (20,222) 88
Ceded 8,559 5,352 8,948
Net increase $ (27,499) $ (59,292) $ (19,707)
Premiums earned:
Direct $ 378,774 $ 295,343 $ 226,170
Assumed 21,921 21,365 84
Ceded (135,845) (119,330) (104,286)
Net premiums earned $ 264,850 $ 197,378 $ 121,968
Losses and LAE incurred:
Direct $ 111,820 $ 92,526 $ 60,248
Assumed 8,672 9,240 (335)
Ceded (2,415) (2,936) (1,504)
Net losses and LAE incurred $ 118,077 $ 98,830 $ 58,409

Ceded losses incurred decreased by $521,000 during the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily because we ceded more commercial auto and multi-peril losses in 2013 than in 2014.
Our commercial auto and multi-peril line of business has been in run-off since May 2009. The losses we incurred in 2014, 2013 and 2012 related to storms that occurred in those same years but did not exceed our retained loss thresholds.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The following table highlights the effects that our reinsurance transactions have on unpaid losses and loss adjustment expenses and unearned premiums in our Consolidated Balance Sheets:

December 31,
2014 2013 2012
Unpaid losses and LAE:
Direct $ 49,734 $ 42,954 $ 34,503
Assumed 4,702 4,497 1,189
Gross unpaid losses and LAE 54,436 47,451 35,692
Ceded (1,252) (1,957) (1,935)
Net unpaid losses and LAE $ 53,184 $ 45,494 $ 33,757
Unearned premiums:
Direct $ 212,201 $ 173,206 $ 128,785
Assumed 17,285 20,222 —
Gross unearned premiums 229,486 193,428 128,785
Ceded (63,827) (55,268) (49,916)
Net unearned premiums $ 165,659 $ 138,160 $ 78,869

9) RESERVE FOR UNPAID LOSSES

We determine the reserve for unpaid losses on an individual-case basis for all incidents reported. The liability also includes amounts for IBNR claims as of the balance sheet date.

The table below summarizes the activity related to our reserve for unpaid losses:

2014 2013 2012

Balance at January 1 $ 47,451 $ 35,692 $ 33,600
Less: reinsurance recoverable on unpaid losses 1,957 1,935 3,318
Net balance at January 1 $ 45,494 $ 33,757 $ 30,282
Incurred related to:
Current year 122,114 94,752 57,739
Prior years (4,037) 4,078 670
Total incurred $ 118,077 $ 98,830 $ 58,409
Paid related to:
Current year 83,967 62,494 37,906
Prior years 26,420 24,599 17,028
Total paid $ 110,387 $ 87,093 $ 54,934

Net balance at December 31 $ 53,184 $ 45,494 $ 33,757

Plus: reinsurance recoverable on unpaid losses 1,252 1,957 1,935
Balance at December 31 $ 54,436 $ 47,451 $ 35,692

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

Based upon our internal analysis and our review of the statement of actuarial opinion provided by our actuarial consultants, we believe that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and
related expenses which may arise from incidents that have occurred as of the balance sheet date.

As reflected by our losses incurred related to prior years, we had a reserve deficiency in 2013 and 2012. Since we place substantial reliance on loss-development-based actuarial models when determining our estimate of ultimate
losses, the deficiencies resulted from additional development on prior accident years which caused our ultimate losses to increase. The favorable development experienced in 2014 was primarily the result of losses related to the 2013 and
2012 accident years coming in better than expected.

10) LONG-TERM DEBT

Our long-term debt at December 31, 2014 and 2013 consisted of a note payable to the Florida State Board of Administration. As of December 31, 2014 and 2013, we owed $13,529,000 and $14,706,000, respectively, on the note and
the interest rate was 2.50% and 2.64%, respectively.

At December 31, 2014, the annual maturities of our long-term debt were as follows:

Amount
2015 $ 1,177
2016 1,176
2017 1,177
2018 1,176
2019 1,177
Thereafter 7,646
Total debt $ 13,529

We executed the 20-year, $20,000,000 note payable to the SBA under its Insurance Capital Build-Up Incentive Program, effective October 1, 2006. The stated rate for the SBA note is a rate equivalent to the 10-year U.S. Treasury
Bond rate. We made quarterly interest-only payments for the first three years, then, as of October 1, 2009, we began making quarterly principal and interest payments.

The note payable to Florida's State Board of Administration (SBA note) requires our insurance affiliate to maintain surplus as regards policyholders at or above a calculated level, which was $31,933,000 at December 31, 2014. We
monitor our insurance affiliate's surplus as regards policyholders each quarter and, for various reasons, we occasionally provide additional capital to our insurance affiliate. We contributed $30,845,000 and $15,000,000 of capital during
2014 and 2012, respectively; however, we did not contribute any capital to our insurance affiliate in 2013. We currently do not foresee a need for any material contributions of capital to our insurance affiliate; however, any future
contributions of capital will depend on circumstances at the time.

Our SBA note requires that we maintain a 2:1 ratio of net written premium to surplus, or net writing ratio, (the SBA note agreement defines surplus for the purpose of calculating the required ratios as the $20,000,000 of capital
contributed to our insurance affiliate under the agreement plus the outstanding balance of the note) or a 6:1 ratio of gross written premium to surplus, or gross writing ratio, to avoid additional interest penalties. At December 31, 2014, our
net written premium to surplus ratio was 5.6:1, which is well above the 2:1 required ratio. Our gross written premium to surplus ratio was 9.6:1, which exceeds the required gross ratio of 6:1. Should we fail to exceed either a net writing
ratio of 1.5:1 or a gross writing ratio of 5:1, our interest rate will increase by 450 basis points above the 10-year Constant Maturity Treasury rate which was 2.17% at the end of December. Any other writing ratio deficiencies result in an
interest rate penalty of 25 basis points above the stated rate of the note, which is 2.50% at December 31, 2014. Our SBA note further provides that the SBA may, among other things, declare its loan immediately due and payable for all
defaults existing under the SBA note; however, any payment is subject to approval by the insurance regulatory authority. At December 31, 2014, and during the three and twelve months then ended, we complied with all covenants as
specified in the SBA note.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

11) INCOME TAXES

The following table summarizes the provision for income taxes:

Year Ended December 31,

2014 2013 2012
Federal:
Current $ 21,633 $ 11,413 $ 5,704
Deferred (996) 1,026 (526)
Provision for Federal income tax expense 20,637 12,439 5,178

State:
Current 2,945 1,581 966
Deferred (185) 125 (135)
Provision for State income tax expense 2,760 1,706 831
Provision for income taxes $ 23,397 $ 14,145 $ 6,009

The actual income tax expense differs from the expected income tax expense computed by applying the combined applicable effective federal and state tax rates to income before the provision for income taxes as follows:

Year Ended December 31,

2014 2013 2012
Expected income tax expense at federal rate $ 22,545 $ 12,070 $ 5,500
State tax expense, net of federal deduction benefit 1,660 1,140 547
Dividend received deduction (350) (47) (42)
Prior period adjustment — 699 —
Other, net (458) 283 4
Reported income tax expense $ 23,397 $ 14,145 $ 6,009

Deferred income taxes, which are included in other assets or other liabilities as appropriate, reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The table below summarizes the significant components of our net deferred tax asset:

December 31,
2014 2013
Deferred tax assets:
Unearned premiums $ 13,483 $ 11,370
Assessments — 30
Tax-related discount on loss reserve 671 682
Bad debt expense 13 11
Other-than-temporary impairment 56 56
Other 651 873
Total deferred tax assets 14,874 13,022
Deferred tax liabilities:
Unrealized gain (2,526) (58)
Deferred acquisitions costs (12,128) (11,061)
Capitalized software (443) (294)
Other (772) (1,317)
Total deferred tax liabilities (15,869) (12,730)
Net deferred tax asset (liability) $ (995) $ 292

In assessing the net realizable value of deferred tax assets, we consider whether it is more likely than not that we will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets depends upon
the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment.

The statute of limitations related to our consolidated Federal income tax returns and our Florida income tax returns expired for all tax years up to and including 2010; therefore, only the 2011 through 2014 tax years remain subject to
examination by taxing authorities. No taxing authorities are currently examining any of our federal or state income tax returns.

UPC Insurance's reinsurance affiliate, which is based in the Cayman Islands, made an irrevocable election under section 953(d) of the U.S. Internal Revenue Code of 1986, as amended, to be treated as a domestic insurance company
for U.S. Federal income tax purposes. As a result of this election, our reinsurance subsidiary is subject to United States income tax on its worldwide income as if it were a U.S. corporation.

As of December 31, 2014, we have not taken any uncertain tax positions with regard to our tax returns.

12) STATUTORY ACCOUNTING AND REGULATION

The insurance industry is heavily-regulated. State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as our insurance affiliate. The various laws and regulations require
that insurers maintain minimum amounts of statutory surplus and risk-based capital, they restrict insurers' ability to pay dividends, they specify allowable investment types and investment mixes, and they subject insurers to assessments. At
December 31, 2014, and during the twelve months then ended, our insurance affiliate met all regulatory requirements of the states in which it operates, and did not incur any significant assessments.

Governmental agencies or certain quasi-governmental entities can levy assessments upon us in the states in which we write policies. See Note 2(j) for a description of how we recover assessments imposed upon us.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The table below summarizes the activity related to assessments levied upon our insurance affiliate:

2014 2013 2012

Expected recoveries of assessments, January 1 $ 7 $ 1,646 $ 10
Assessments expensed 72 31 1,646
Assessments recovered (2) (1,528) —
Assessments not recoverable (77) (142) (10)
Expected recoveries of assessments, December 31 $ — $ 7 $ 1,646

We expense an assessment when the particular governmental agency or quasi-governmental entity levies it upon us; therefore, expected recoveries in the table above are not assets and we will record the amounts as income when
collected from policyholders.

During 2012, our insurance affiliate received a mandatory assessment from the Florida Insurance Guaranty Association, Inc. (FIGA), a nonprofit corporation created by the Florida legislature. The assessment, which was approved by
the Florida Office of Insurance Regulation, is equal to 0.9% of our insurance affiliate's net direct written premiums in Florida for the 2011 calendar year and is applicable to all members of FIGA's “All Other Account,” which includes our
insurance affiliate.

The assessment resulted in a pre-tax charge to consolidated operations of $1,646,000 in the fourth quarter of 2012. The mandatory assessment was recouped through a surcharge on our insurance affiliate's Florida policies during 2013
and 2014.

Governmental agencies or certain quasi-governmental entities can also levy assessments upon policyholders, and we collect the amount of the assessments from policyholders as surcharges for the benefit of the assessing agency. We
currently collect assessments levied upon policyholders on behalf of Citizens in the amount of 1.0%, and on behalf of FHCF in the amount of 1.3%. We multiply the premium written on each policy, except our flood policies, by these
assessment percentages to determine the additional amount that we will collect from the policyholder and remit to the assessing agencies.

Our insurance subsidiary is domiciled in Florida, and the laws of that state require that our insurance affiliate maintain capital and surplus equal to the greater of 10% of its total liabilities or $5,000,000. Our statutory capital surplus
was $126,249,000 at December 31, 2014. State law also requires our insurance affiliate to adhere to prescribed premium-to-capital surplus ratios, with which we were in compliance at December 31, 2014.

The amount of restricted net assets of United Property & Casualty Insurance Company at December 31, 2014 was $111,529,000.

Our reinsurance subsidiary is domiciled in the the Cayman Islands and is subject to the regulatory authority of the Cayman Island Monetary Authority. The insurance regulations in the Cayman Islands stipulate that our reinsurance
subsidiary must maintain a minimum capital requirement of $100,000. At the end of December 31, 2014 our reinsurance subsidiary's capital was $19,048,000. The amount of restricted net assets of our reinsurance subsidiary at
December 31, 2014 was $100,000.

The National Association of Insurance Commissioners published risk-based capital guidelines for insurance companies that are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for
policy holders. Most states, including Florida, have enacted the NAIC guidelines as statutory requirements, and insurers having less statutory surplus than required will be subject to varying degrees of regulatory action, depending on the
level of capital inadequacy. State insurance regulatory authorities could require an insurer to cease operations in the event the insurer fails to maintain the required statutory capital.

Florida law limits an insurer’s investment in equity instruments and also restricts investments in medium to low quality debt instruments. We were in compliance with all investment restrictions at December 31, 2014 and 2013.

Florida law permits an insurer to pay dividends or make distributions out of that part of statutory surplus derived from net operating profit and net realized capital gains. The law further provides calculations to determine the amount of
dividends or distributions that can be made without the prior approval of the insurance regulatory authority and the amount of dividends or

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

distributions that would require prior approval of the insurance regulatory authority. Statutory risk-based capital requirements may further restrict our insurance affiliate’s ability to pay dividends or make distributions if the amount of the
intended dividend or distribution would cause statutory surplus to fall below minimum risk-based capital requirements.

The note payable to the SBA is considered a surplus note pursuant to statutory accounting principles. As a result, our insurance affiliate is subject to the authority of the Insurance Commissioner of the State of Florida with regard to its
ability to repay principal and interest on the surplus note. Any payment of principal or interest requires permission from the insurance regulatory authority.

We have reported United Property & Casualty Insurance Company’s assets, liabilities and results of operations in accordance with GAAP, which varies from statutory accounting principles prescribed or permitted by state laws and
regulations, as well as by general industry practices. The following items are principal differences between statutory accounting and GAAP:

• Statutory accounting requires that we exclude certain assets, called non-admitted assets, from the balance sheet.

• Statutory accounting requires us to expense policy acquisition costs when incurred, while GAAP allows us to defer to the extent realizable, and amortize policy acquisition costs over the estimated life of the policies.

• Statutory accounting requires that surplus notes, also known as surplus debentures, be recorded in statutory surplus, while GAAP requires us to record surplus notes as a liability.

• Statutory accounting allows certain investments to be carried at amortized cost or fair value based on the rating received from the Securities Valuation Office of the National Association of Insurance Commissioners, while
they are recorded at fair value for GAAP because the investments are held as available for sale.

• Statutory accounting allows ceding commission income to be recognized when written if the cost of acquiring and renewing the associated business exceeds the ceding commissions, but under GAAP such income is
deferred and recognized over the coverage period.

• Statutory accounting requires that unearned premiums and loss reserves are presented net of related reinsurance rather than on a gross basis under GAAP.

• Statutory accounting requires a provision for reinsurance liability be established for reinsurance recoverable on paid losses aged over ninety days and for unsecured amounts recoverable from unauthorized reinsurers.
Under GAAP there is no charge for uncollateralized amounts ceded to a company not licensed in the insurance affiliate's domiciliary state and a reserve for uncollectable reinsurance is charged through earnings rather than
surplus or equity.

• Statutory accounting requires an additional admissibility test outlined in Statements on Statutory Accounting Principles, No. 101 and the change in deferred income tax is reported directly in capital and surplus, rather than
being reported as a component of income tax expense under GAAP.

The level of required risk-based capital is calculated and reported annually. There are five outcomes to the RBC calculation set forth by the NAIC which are as follows:

1. No Action Level - If RBC is greater than 200%, no further action is required.

2. Company Action Level - If RBC is between 150% -200%, the insurer must prepare a report to the regulator outlining a comprehensive financial plan that identifies conditions that contributed to the insurer's financial condition and
proposes corrective actions.

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

3. Regulatory Action Level - If RBC is between 100% -150%, the state insurance commissioner is required to perform any examinations or analyses to the insurer's business and operations that he or she deems necessary as well as
issuing appropriate corrective orders.

4. Authorized Control Level - If RBC is between 70% - 100%, this is the first point that the regulator may take control of the insurer even if the insurer is still technically solvent and is in addition to all the remedies available at the
higher action levels.

5. Mandatory Control Level - If RBC is less than 70%, the regulator is required to take steps to place the insurer under its control regardless of the level of capital and surplus.

At December 31, 2014, our insurance affiliate's RBC ratio was 597%.

Our insurance subsidiary must file with the various insurance regulatory authorities an “Annual Statement” which reports, among other items, statutory net income (loss) and surplus as regards policyholders, which is called
stockholders' equity under GAAP.

The table below reconciles our consolidated GAAP net income to the statutory net income of our insurance affiliate:

Year Ended December 31,

2014 2013 2012
Consolidated GAAP net income $ 41,013 $ 20,342 $ 9,705
Increase (decrease) due to:
Commissions (12,258) 2,281 10,438
Deferred income taxes 64 (3,992) (4,262)
Deferred policy acquisition costs (788) (868) (688)
Allowance for doubtful accounts 5 5 (53)
Assessments (78) (1,567) 1,636
Prepaid expenses (136) 22 131
Premium deficiency reserve — — (302)
Operations of non-statutory subsidiaries (14,915) (9,023) (10,696)
Statutory net income of insurance affiliate $ 12,907 $ 7,200 $ 5,909

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 UNITED INSURANCE HOLDINGS CORP.
Notes to Consolidated Financial Statements
December 31, 2014

The table below reconciles our consolidated GAAP stockholders’ equity to the surplus as regards policyholders of our insurance affiliate:

December 31,
2014 2013
Consolidated GAAP stockholders’ equity $ 203,763 $ 107,587
Increase (decrease) due to:
Deferred policy acquisition costs (4,069) (3,281)
Deferred income taxes (668) (4,861)
Investments (596) 1,478
Non-admitted assets (274) (247)
Surplus debentures 13,529 14,706
Provision for reinsurance (566) (341)
Equity of non-statutory subsidiaries (85,250) (49,531)
Commissions 538 12,796
Assessments — 79
Prepaid expenses (158) (23)
Statutory surplus as regards policyholders of insurance affiliate $ 126,249 $ 78,362

13) COMMITMENTS AND CONTINGENCIES

We are involved in claims-related legal actions arising in the ordinary course of business. We accrue amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that we
determine an unfavorable outcome becomes probable and we can estimate the amounts. Management makes revisions to our estimates based on its analysis of subsequent information that we receive regarding various factors, including: (i)
per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages, and (iv) trends in general economic conditions, including the effects of inflation.

See Note 10 for information regarding commitments related to long-term debt, and Note 12 for commitments related to regulatory actions.

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Notes to Consolidated Financial Statements
December 31, 2014

14) LEASES

We lease office space and office equipment under operating leases. In October 2012, we renegotiated the lease for office space for our corporate headquarters. In August 2014, we renegotiated the lease again to expand the amount of
rented space on the 6th floor. Our revised lease agreement expires in November 2017; however, we expect to renovate the new purchased property and move our principal executive offices to this location before the end of 2015, at which
point, we will terminate this current lease.

We have office equipment leases with various expiration dates. Lease expense amounted to $783,000, $698,000, and $560,000 for the years ended December 31, 2014, 2013, and 2012, respectively. At December 31, 2014, our
minimum future lease payments under non-cancellable operating leases are:

Amount
2015 $ 948
2016 113
2017 63
2018 2
2019 1

15) RELATED PARTY TRANSACTIONS

On November 14, 2011, we entered into an employment and advisor agreement (the Agreement), with Mr. Cronin, our former Chief Executive Officer, which provided that Mr. Cronin would remain in his position as Chief Executive
Officer until the earlier of May 1, 2012, or the appointment of his successor. While Mr. Cronin served as our CEO, Mr. Cronin would continue to receive his current base salary and benefits, which have not been adjusted from the amounts
reported in our SEC filings for our 2010 fiscal year. During this period, Mr. Cronin was eligible to receive discretionary bonuses, if any, paid to senior management. After January 1, 2012, if Mr. Cronin relocated his primary residence
outside the State of Florida, we would reimburse Mr. Cronin for reasonable travel expenses incurred by him to perform his duties as our CEO.

The Agreement further provided that we would retain Mr. Cronin's services as a consultant and advisor for a period of 24 months after he ceased serving as our Chief Executive Officer. Mr. Cronin would receive an amount equal to his
current base salary plus benefits, as described above, as compensation for performing such services. Mr. Cronin may terminate the Agreement for any reason upon 30 days advance written notice. We may terminate the Agreement for cause
upon 30 days advance written notice. The Agreement also contains provisions restricting Mr. Cronin's ability to compete with us or solicit our employees. In December 2012, we received notice that Mr. Cronin would be unable to continue
serving as a consultant and advisor and as a result of the notice we recorded an accrual in the amount of $480,000 for the remaining salary and benefits owed to Mr. Cronin for the remainder of the contract term that expired in April 2014.

16) EMPLOYEE BENEFIT PLAN

We provide a 401(k) plan for substantially all of our employees. We match 100% of the first 5% of employees’ contributions to the plan. For the years ended December 31, 2014, 2013, and 2012, our contributions to the plan on behalf
of the participating employees were $267,000, $180,000, and $111,000, respectively.

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Notes to Consolidated Financial Statements
December 31, 2014

17) ACCUMULATED OTHER COMPREHENSIVE INCOME

We report changes in other comprehensive income items within comprehensive income on the Consolidated Statements of Comprehensive Income, and we include accumulated other comprehensive income as a component of
stockholders' equity on the Consolidated Balance Sheets.

The table below details the components of accumulated other comprehensive income at year end:

Pre-Tax Amount Tax (Expense)Benefit Net-of-Tax Amount

December 31, 2011 $ 3,812 $ (1,471) $ 2,341
Changes in net unrealized gain on investments 2,602 (1,004) 1,598
Reclassification adjustment for realized gains (2,160) 834 (1,326)
December 31, 2012 4,254 (1,641) 2,613
Changes in net unrealized loss on investments (4,233) 1,633 (2,600)
Reclassification adjustment for realized losses 129 (50) 79
December 31, 2013 150 (58) 92
Changes in net unrealized gain on investments 6,367 (2,460) 3,907
Reclassification adjustment for realized losses 20 (8) 12
December 31, 2014 $ 6,537 $ (2,526) $ 4,011

18) STOCKHOLDERS' EQUITY

Our Board declared dividends on our outstanding shares of common stock to shareholders of record as follows for the periods presented (in thousands, except per share amounts):

Year Ended December 31,

2014 2013 2012
Per Share Amount Aggregate Amount Per Share Amount Aggregate Amount Per Share Amount Aggregate Amount
First Quarter $ 0.04 $ 832 $ 0.03 486 $ 0.05 $ 518
Second Quarter 0.04 834 0.03 486 — —
Third Quarter 0.04 834 0.03 486 — —
Fourth Quarter 0.04 836 0.03 486 0.03 464

On March 5, 2014, we closed an underwritten public offering of 4,600,000 shares of our common stock. Our total net proceeds from the offering were approximately $54,041,000.

On January 11, 2013, Raymond James, the lead underwriter on our public offering, exercised their over-allotment option to purchase 750,000 shares of our common stock and we received net proceeds less underwriting expenses of
$3,591,000 from the exercise.

On December 14, 2012, we closed an underwritten public offering of 5,000,000 shares of our common stock. Certain of our stockholders sold an additional 300,075 shares of our common stock in that offering. Our total net proceeds
from the offering were approximately $23,947,000.

On July 20, 2012, our Board declared a dividend of one preferred share purchase right (Right) for each outstanding share of common stock, $0.0001 par value per share, of the Company. The dividend was payable to the stockholders
of record on August 3, 2012. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series

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Notes to Consolidated Financial Statements
December 31, 2014

A Junior Participating Preferred Stock, $0.0001 par value (Preferred Shares), of the Company, at a price of $27.00 per one one-hundredth of a Preferred Share, subject to adjustment. The Rights are not exercisable until the distribution date,
and will expire on July 20, 2022, unless the Rights are earlier redeemed or exchanged by us.

We are authorized to issue 875,000 shares of "blank check" preferred stock, which may be issued from time to time in one or more series upon authorization by our board of directors. Our Board, without further approval of the
stockholders, is authorized to fix the designations, powers, including voting powers, preferences and the relative, participating optional or other special rights of the shares of each series and any qualifications, limitations and restrictions
thereof. As of December 31, 2014, we had not issued any shares of preferred stock.

See Note 19 for information regarding the activity of our common stock and share-based compensation.

19) STOCK-BASED COMPENSATION

We account for stock-based compensation under the fair value recognition provisions of ASC Topic 718 - “Compensation - Stock Compensation.”

Stock-based compensation cost for restricted stock grants is measured based on the closing fair market value of our common stock on the date of grant. We recognize stock-based compensation cost over the award’s requisite service
period on a straight-line basis for time-based restricted stock grants.

We granted 103,156 restricted common stock awards during the twelve-month period ended December 31, 2014, which had a weighted-average grant date fair value of $13.86 per share. We granted 10,476 shares of restricted stock
during the twelve-month period ended December 31, 2013, which had a weighted-average grant date fair value of $7.64.

The following table presents certain information related to the activity of our non-vested common stock grants:

Number of Restricted Shares Weighted Average Grant Date Fair Value

Outstanding as of December 31, 2011 — $ —
Granted 86,990 5.25
Outstanding as of December 31, 2012 86,990 5.25
Granted 10,476 7.64
Vested 17,398 5.25
Outstanding as of December 31, 2013 80,068 5.56
Granted 103,156 13.86
Forfeited 8,057 7.69
Vested 21,784 6.40
Outstanding as of December 31, 2014 153,383 $ 10.91

We have approximately $619,000 of unrecognized stock compensation expense related to non-vested stock-based compensation granted, which we expect to recognize over the next three years. We recognized $280,000, $133,000 and
$55,000 of stock-based compensation expense during the twelve months ended December 31, 2014, 2013 and 2012, respectively.

We had approximately $477,000 of unrecognized director stock-based compensation expense at December 31, 2014, related to non-vested director stock-based compensation granted, which we expect to recognize ratably until the
2015 Annual Meeting of Stockholders. We recognized $371,000 of director stock-based compensation expense during the twelve months ended December 31, 2014.

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Notes to Consolidated Financial Statements
December 31, 2014

20) SUBSEQUENT EVENTS

We evaluate all subsequent events and transactions for potential recognition or disclosure in our financial statements.

On February 5, 2015, our Board of Directors declared a $0.05 per share quarterly cash dividend payable on March 6, 2015, to stockholders of record on February 27, 2015.

On February 3, 2015, we acquired FSH, and its two wholly-owned subsidiaries, in a $9,000,000 all-stock transaction. As a result of the transaction, we issued 503,883 shares of our common stock, as determined by the average closing
price of our common stock in the preceding 180-days. In addition to the merger consideration, we agreed to pay FSH contingent consideration of three percent (3%) of all gross premiums written on the renewal of FSIC policies in-force as
of the closing during the subsequent twelve month period following the closing of the transaction. The contingent consideration will be paid in the form of additional shares of our common stock issued in a manner similar to the merger
consideration within approximately 30 days following the twelve month anniversary of the closing.

On January 9, 2015, we assumed more than 30 commercial residential policies from Citizens Property Insurance Corporation (Citizens), representing approximately $1,200,000 of annualized premiums. The total amount of assumed
premium may be reduced by additional opt outs and cancellations by policyholders.

On January 9, 2015, we filed a registration statement (Reg. No. 333-201425) for (i) the offering, issuance and sale by us of up to a maximum aggregate offering price of $50,000,000 of of our common stock, preferred stock, debt
securities, warrants, stock purchase contracts and/or units being registered in this new registration statement and (ii) the offering, issuance and sale by us of up to a maximum aggregate offering price of $25,000,000 of our common stock,
preferred stock, debt securities, warrants, stock purchase contracts and/or units registered in the prior registration statement (Registration No. 333-191472), to enable an aggregate of $75,000,000 of securities to be offered by us pursuant to
the combined base prospectus.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that the information we must disclose in reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms. We designed our disclosure controls with the objective of ensuring we accumulate and communicate this information to our management,
including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our
disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act, as of the end of the period covered by this report. Based on our evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that the information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies and
procedures that: (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, our management used the criteria set forth in the Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the criteria set forth in the Internal Control-Integrated Framework, our management believes that as of December 31, 2014,
our internal control over our financial reporting is effective.

McGladrey LLP, our independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued their attestation report on our internal control over financial reporting,
which is included herein.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended December 31, 2014, we made no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

Limitations on Controls

Because of the inherent limitations of internal controls, we do not expect our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud. Any control system, no matter
how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that our

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objectives will be met. Further, no evaluation of controls can provide absolute assurance that we will prevent all misstatements due to error or fraud or that we will detect all control issues and instances of fraud, if any, within our company.

Item 9B. Other Information

None.

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 UNITED INSURANCE HOLDINGS CORP.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
United Insurance Holdings Corp.
We have audited United Insurance Holding Corp. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission in 2013. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, United Insurance Holdings Corp. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of United Insurance Holdings Corp. and subsidiaries as of December 31, 2014,
and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for the year then ended, and our report dated February 25, 2015 expressed an unqualified opinion.

/s/ McGladrey LLP

Omaha, Nebraska
February 25, 2015

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Other than the information regarding our Code of Conduct and Ethics set forth below, all information required by this Item is incorporated herein by reference to our definitive Proxy Statement for the 2015 Annual Meeting of our
Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2014.

CODE OF CONDUCT AND ETHICS

We have adopted a code of ethics (our Code of Conduct and Ethics) that applies to our officers, directors and employees, including our principal executive officer and our principal financial and accounting officer, in accordance with
applicable federal securities laws. We have filed a copy of our Code of Conduct and Ethics with the SEC (filed as Exhibit 14 to the Form S-1, Registration No. 333-143466, filed June 4, 2007). This document may be reviewed by accessing
our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Conduct and Ethics will be provided without charge upon written request submitted to us via regular mail or via electronic mail to
[email protected]. We intend to post notice of any waiver from, or amendment to, any provision in our Code of Conduct and Ethics on our website at www.upcinsurance.com.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to our definitive Proxy Statement for the 2015 Annual Meeting of our Stockholders to be filed with the SEC within 120 days after the end of our fiscal year
ended December 31, 2014.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding our equity compensation plans is incorporated herein by reference to Item 5 of Part II of this Form 10-K. All other information required by this Item is incorporated herein by reference to our definitive Proxy
Statement for the 2015 Annual Meeting of our Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2014.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to our definitive Proxy Statement for the 2015 Annual Meeting of our Stockholders to be filed with the SEC within 120 days after the end of our fiscal year
ended December 31, 2014.

Item 14. Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to our definitive Proxy Statement for the 2015 Annual Meeting of our Stockholders to be filed with the SEC within 120 days after the end of our fiscal year
ended December 31, 2014.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this Report:

(1) Consolidated Financial Statements. In Part II, Item 8, we have included our consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting Firm.

(2) Financial Statement Schedules. Schedule I – Summary of Investments, Schedule II - Condensed Financial Information of Registrant, Schedule IV – Reinsurance, and Schedule V – Valuation and Qualifying Accounts are filed
as a part hereof along with the related report of the Independent Registered Public Accounting Firm included in Part II, Item 8. All other schedules have been omitted because the information required to be set forth therein is not
applicable or is included in the consolidated financial statements or notes thereto.

(3) Exhibits. We hereby file as part of this Annual Report on Form 10-K the Exhibits listed on the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

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 UNITED INSURANCE HOLDINGS CORP.

SCHEDULE I. SUMMARY OF INVESTMENTS

December 31, 2014

Amount Shown in
Cost or Amortized Cost Fair Value Consolidated Balance Sheet
Bonds:
U.S. government, government agencies and authorities $ 134,601 $ 134,434 $ 134,434
Foreign governments 3,275 3,354 3,354
States, municipalities and political subdivisions 90,262 91,911 91,911
Public utilities 9,044 9,222 9,222
Corporate securities 111,787 112,616 112,616
Redeemable preferred stocks 1,094 1,093 1,093
Total fixed maturities 350,063 352,630 352,630
Common stocks:
Public utilities 1,222 1,433 1,433
Other common stocks 19,560 23,048 23,048
Nonredeemable preferred stocks 1,496 1,506 1,506
Total equity securities 22,278 25,987 25,987
Other investments 2,749 3,010 3,010
Total investments $ 375,090 $ 381,627 $ 381,627

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 UNITED INSURANCE HOLDINGS CORP.

SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

December 31,
2014 2013
Assets
Cash and cash equivalents $ 4,097 $ 8
Investment in subsidiaries 201,584 161,057
Property and equipment, net 3,583 —
Other assets 651 59
Total Assets $ 209,915 $ 161,124

Liabilities
Intercompany payable $ 6,100 $ 53,133
Other liabilities 52 404
Total Liabilities 6,152 53,537

Stockholders' Equity
Common stock 2 2
Additional paid-in capital 82,380 27,800
Treasury stock (431) (431)
Accumulated other comprehensive income 4,011 92
Retained earnings 117,801 80,124
Total Stockholders' Equity 203,763 107,587
Total Liabilities and Stockholders' Equity 209,915 161,124

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SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED

Condensed Statements of Net Income

Years Ended December 31,

2014 2013 2012
Revenues
Net income from subsidiaries (equity method) $ 40,108 $ 20,786 $ 9,827
Total revenues 40,108 20,786 9,827

Expenses
Operating and underwriting 86 42 88
General and administrative 130 120 108
Interest expense — 1 —
Total expenses 216 163 196
Income before other income 39,892 20,623 9,631
Other income 61 — —
Income before income taxes 39,953 20,623 9,631
Benefit from income taxes (1,060) 281 (74)
Net income $ 41,013 $ 20,342 $ 9,705

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SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED

Condensed Statements of Cash Flows

Year Ended December 31,

2014 2013 2012
OPERATING ACTIVITIES
Net income $ 41,013 $ 20,342 $ 9,705
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes, net (44) (49) (54)
Stock based compensation 649 133 55
Changes in operating assets and liabilities:
Other assets (548) 58 60
Intercompany payable (47,033) (1,687) (5,931)
Other liabilities (352) 341 26
Net cash provided by (used in) operating activities (6,315) 19,138 3,861
INVESTING ACTIVITIES
Additional investment in subsidiaries (36,608) (20,785) (26,826)
Cost of property and equipment acquired (3,583) — —
Net cash used in investing activities (40,191) (20,785) (26,826)
FINANCING ACTIVITIES
Tax withholding payment related to net settlement of equity awards (110) — —
Dividends (3,336) (1,944) (982)
Proceeds from offering 54,041 3,591 23,947
Net cash provided by financing activities 50,595 1,647 22,965
Increase in cash 4,089 — —
Cash and cash equivalents at beginning of period 8 8 8
Cash and cash equivalents at end of period $ 4,097 $ 8 $ 8

Notes to Condensed Financial Statements - Basis of Presentation

The Company's investment in subsidiaries is stated at cost plus equity in the undistributed earnings of subsidiaries since the date of acquisition. The Company's share of net income of its subsidiaries is included in income using the equity
method. These financial statements should be read in conjunction with UPC Insurance's consolidated financial statements.

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SCHEDULE IV. REINSURANCE

Property and Casualty Insurance

Premiums Ceded to Premiums Assumed from Percentage of Premiums
Direct Premium Written Other Companies Other Companies Net Premiums Written Assumed to Net
Years Ended December 31,
2014 $ 417,769 144,404 18,984 $ 292,349 6.5 %
2013 339,765 124,682 41,587 256,670 16.2 %
2012 254,913 113,234 (4) 141,675 —%

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SCHEDULE V. VALUATION AND QUALIFYING ACCOUNTS

Uncollectible Premium Liability

Balance at Beginning of Charged to Costs and Balance at End of
Period Expenses Deductions Period
Years Ended December 31,
2014 $ 29 42 (37) $ 34
2013 24 21 (16) 29
2012 77 16 (69) 24

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 UNITED INSURANCE HOLDINGS CORP.

EXHIBIT INDEX

Exhibit Description
2.1 Agreement and Plan of Merger, dated as of December 12, 2014, by and among Family Security Holdings,
LLC and United Insurance Holdings Corp.

3.1 Second Amended and Restated Certificate of Incorporation (as amended to include the Certificate of
Designations, Powers, Preferences and Rights of Series A Junior Participating Preferred Stock of United
Insurance Holdings Corp.) (filed as exhibit 3.1 to the Form 10-Q filed on August 8, 2012, and incorporated
herein by reference).

3.2 Bylaws (included as exhibit 3.3 to the Form S-1 (Registration No. 333-143466), filed June 4, 2007, and
incorporated herein by reference).

4.1 Specimen Common Stock Certificate (included as exhibit 4.2 to Amendment No. 1 to Post-Effective
Amendment No. 1 on Form S-3 (Registration No. 333-150327), filed on December 23, 2008, and
incorporated herein by reference).

4.2 Registration Rights Agreement, dated October 4, 2007, by and among FMG Acquisition Corp. and the
investors named therein (included as exhibit 10.4 to the Form 8K, filed October 12, 2007, and incorporated
herein by reference).

4.3 Rights Agreement, dated as of July 20, 2012, between United Insurance Holdings Corp and Continental
Stock Transfer & Trust Company, which includes as Exhibit A thereto a summary of the terms of the Series
A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Right Certificate, and as Exhibit C
thereto the Summary of Rights to Purchase Preferred Shares (included as Exhibit 4.1 to the Form 8-A filed
July 23, 2012, and incorporated herein by reference.).

10.1 Investment Management Agreement between United Property & Casualty Insurance Company and Synovus
Trust Company, dated October 8, 2003 (included as exhibit 10.18 to the Form S-4/A (Registration No. 333-
150327), filed June 13, 2008, and incorporated herein by reference).

10.2 Insurance Capital Build-up Incentive Program Surplus Note between United Property & Casualty Insurance
Company and the State Board of Administration of Florida dated September 22, 2006 (included as exhibit
10.31 to the Form S-4/A (Registration No. 333-150327), filed June 13, 2008, and incorporated herein by
reference).

10.3 Master Business Process Outsourcing Services Agreement between United Insurance Management, LLC and
Computer Sciences Corporation, dated March 11, 2008 (included as exhibit 10.24 to the Form S-4/A
(Registration No. 333-150327), filed June 13, 2008, and incorporated herein by reference).

10.4 Addendum Number One to Insurance Capital Build-Up Incentive Program Surplus Note, dated November 7,
2008 and effective July 1, 2008, between the State Board of Administration of Florida and United Property &
Casualty Insurance Company (included as exhibit 10.1 to the Form 8-K, filed November 12, 2008, and
incorporated herein by reference).

10.5 Federal Income Tax Allocation Agreement between United Insurance Holdings Corp., United Insurance
Management, L.C., Skyway Claims Services, LLC, United Property & Casualty Insurance Company, and
UPC Re dated July 1, 2012 (filed as exhibit 10.11 to the Form 10-Q filed on August 8, 2012, and
incorporated herein by reference).

10.6 Florida Hurricane Catastrophe Fund Reimbursement Contract between United Property & Casualty Insurance
Company and the State Board of Administration of Florida and including Addenda 1, effective June 1, 2014
(included as exhibit 10.1 to the Form 8-K filed on June 5, 2014, and incorporated herein by reference).

10.7 Property Catastrophe Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance
Company and Various Reinsurance Companies, effective June 1, 2014.

10.8 Property Catastrophe Second Event Catastrophe Excess of Loss Reinsurance Agreement between United
Property & Casualty Insurance Company and Various Reinsurance Companies, effective June 1, 2014.

10.9 Property Per Risk Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance
Company and General Reinsurance Corporation, effective January 1, 2015.

10.10 Property Per Risk Excess of Loss Reinsurance Agreement between United Property & Casualty Insurance
Company and Swiss Reinsurance America Corporation, effective January 1, 2015.

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Exhibit Description
10.11 Assumption Agreement between Sunshine State Insurance Company and United Property & Casualty
Insurance Company, effective July 1, 2010 (included as exhibit 10.7 to the Form 10-Q, filed August 9, 2010,
and incorporated herein by reference).

10.12 (a) Continuing Employment and Senior Advisor Agreement between United Insurance Holdings Corp. and Don
Cronin effective November 1, 2011 (included as exhibit 10.19 to the Form 10-K, filed March 13, 2012, and
incorporated herein by reference).

10.13 (a) Employment Agreement between United Insurance Holdings Corp. and John Forney, dated June 8, 2012
(included as Exhibit 10.1 to the Form 8-K, filed June 12, 2012, and incorporated herein by reference).

10.14 (a) First Amendment to Employment Agreement between United Insurance Holdings Corp. and John Forney,
dated June 12, 2012 (included as Exhibit 10.2 to the Form 8-K filed on June 12, 2012, and incorporated
herein by reference).

10.15 (a) Restricted Stock Award Agreement, dated September 14, 2012, by and between United Insurance Holdings
Corp. and John Forney (included as Exhibit 10.1 to the Form 8-K, filed September 14, 2012, and
incorporated herein by reference).

10.16 Form of Indemnification Agreement between United Insurance Holdings Corp. and its Directors (included as
Exhibit 10.1 to the Form 8-K, filed October 10, 2012, and incorporated herein by reference).

10.17 (a) Employment Agreement, dated November 5, 2012, between United Insurance Management, L.C. and John
Langowski (filed as Exhibit 10.1 to the Form 8-KA filed on November 8, 2012, and incorporated herein by
reference).

10.18 (a) Employment Agreement between United Insurance Holdings Corp. and B. Bradford Martz, dated October 31,
2012 and effective October 1, 2012 (filed as Exhibit 10.1 to the Form 8-KA filed on November 6, 2012, and
incorporated herein by reference).

10.19 Assumption Agreement between Citizens and United Property Casualty Insurance Company, effective
November 20, 2012 (filed as Exhibit 10.1 to the Form 10-Q, filed May 8, 2013, and incorporated herein by
reference).

10.20 (a) Employment Agreement, dated July 8, 2013, between United Insurance Holdings Corp. and Jay Williams
(included as Exhibit 10.1 to the Form 8-K filed on July 12, 2013, and incorporated herein by reference).

10.21 (a) Employment Agreement, dated July 10, 2013 between United Insurance Holdings Corp. and Deepak Menon
(included as Exhibit 10.1 to the Form 8-K filed on July 11, 2013, and incorporated herein by reference).

10.22 (a) Employment Agreement, dated August 26, 2013 between United Insurance Holdings Corp. and Andrew
Swenson (included as Exhibit 10.1 to the Form 8-K filed on August 26, 2013, and incorporated herein by
reference).

10.23 (a) Form of Restricted Stock Award under the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan
(included as Exhibit 10.1 to the Form 8-K, filed September 30, 2013, and incorporated herein by reference).

10.24 (a) Employment Agreement, dated February 5, 2014 between United Insurance Holdings Corp. and Kimberly
Salmon (included as Exhibit 10.1 to the Form 8-K filed on February 6, 2014, and incorporated herein by
reference).

10.25 (a) United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (incorporated by reference to Appendix A to
the Company's Definitive Proxy statement for its 2013 Annual Meeting, filed on April 16, 2013).

10.26 (a) Restricted Stock Award Agreement, dated March 21, 2014, by and between United Insurance Holdings Corp.
and Kimberly Salmon (included as exhibit 10.2 to the Form 10-Q filed on May 1, 2014, and incorporated
herein by reference).

10.27 (a) Form of Restricted Stock Award Agreement (for Non-Employee Members of the Board of Directors) under
the United Insurance Holdings Corp. 2013 Omnibus Incentive Plan (included as exhibit 10.1 to the Form 8-K
filed on September 25, 2014, and incorporated herein by reference).

10.28 (a) Form of Restricted Stock Award (for Employees) under the United Insurance Holdings Corp. 2013 Omnibus
Incentive Plan (included as exhibit 10.2 to the Form 8-K filed on September 25, 2014, and incorporated
herein by reference).

100
 UNITED INSURANCE HOLDINGS CORP.

Exhibit Description
10.29 (a) Form of Restricted Stock Award Agreement (for Chairman of the Board) under the United Insurance
Holdings Corp. 2013 Omnibus Incentive Plan (included as exhibit 10.3 to the Form 8-K filed on September
25, 2014, and incorporated herein by reference).

10.30 (a) Non-Executive Chairman Agreement, dated September 19, 2014, between United Insurance Holdings Corp.
and Gregory C. Branch (included as exhibit 10.4 to the Form 8-K filed on September 25, 2014, and
incorporated herein by reference).

10.31 Purchase and Sale Agreement, dated September 5, 2014, between AAA Auto Club South, Inc. and United
Insurance Holdings Corp. (included as exhibit 10.1 to the Form 8-K filed on September 11, 2014, and
incorporated herein by reference).

Computation of Ratio of Earnings to Fixed Charges

14.1 Code of Conduct and Ethics (included as exhibit 14 to the Form S-1 (Registration No. 333-143466), filed
June 4, 2007, and incorporated herein by reference).

21.1 Subsidiaries of United Insurance Holdings Corp.

23.1 Consent of McGladrey LLP.

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

(a) Indicates management contract or compensatory plan

101
 UNITED INSURANCE HOLDINGS CORP.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED INSURANCE HOLDINGS CORP.

Date: February 25, 2015 By: /s/ John L. Forney

Name: John L. Forney
Title: Chief Executive Officer
(principal executive officer and duly authorized
officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ John L. Forney President, Chief Executive Officer and Director February 25, 2015
John L. Forney (principal executive officer)

/s/ B. Bradford Martz Chief Financial Officer February 25, 2015

B. Bradford Martz (principal financial and accounting officer)

/s/ Gregory C. Branch Chairman of the Board February 25, 2015

Gregory C. Branch

/s/ Kern M. Davis, M.D. Director February 25, 2015

Kern M. Davis, M.D.

/s/ William H. Hood, III Director February 25, 2015

William H. Hood, III

/s/ Alec L. Poitevint, II Director February 25, 2015

Alec L. Poitevint, II

/s/ Kent G. Whittemore Director February 25, 2015

Kent G. Whittemore

/s/ Sherrill W. Hudson Director February 25, 2015

Sherrill W. Hudson

102
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, 2014

 TABLE OF CONTENTS

ARTICLE I DEFINITIONS 2

ARTICLE II THE MERGER 14

Section 2.01 The Merger 14
Section 2.02 Closing 14
Section 2.03 Closing Deliverables 15
Section 2.04 Effective Time 16
Section 2.05 Effects of the Merger 17
Section 2.06 Certificate of Formation; Limited Liability Company Agreement 17
Section 2.07 Managers and Officers 17
Section 2.08 Effect of the Merger on FSH Units 17
Section 2.09 Withholding Rights 18
Section 2.10 Contingent Consideration 18
Section 2.11 Consideration Spreadsheet 21

ARTICLE III REPRESENTATIONS AND WARRANTIES OF FSH 21

Section 3.01 Organization and Qualification of the Companies 22
Section 3.02 Authority; Board Approval 22
Section 3.03 No Conflicts; Consents 23
Section 3.04 Capitalization 24
Section 3.05 Subsidiaries 25
Section 3.06 Financial Statements 25
Section 3.07 Statutory Statements 26
Section 3.08 Undisclosed Liabilities 26
Section 3.09 Absence of Certain Changes, Events and Conditions 26
Section 3.10 Material Contracts 29
Section 3.11 Title to Assets; Real Property 31
Section 3.12 Condition And Sufficiency of Assets 32
Section 3.13 Intellectual Property 33
Section 3.14 Accounts Receivable 34
Section 3.15 Insurance and Reinsurance Matters 34
Section 3.16 Agents and Suppliers 35
Section 3.17 Insurance 36
Section 3.18 Legal Proceedings; Governmental Orders 37
Section 3.19 Compliance With Laws; Permits 37
Section 3.20 Environmental Matters 38
Section 3.21 Employee Benefit Matters 39
Section 3.22 Employment Matters 41
Section 3.23 Taxes 42
Section 3.24 Books and Records 45
Section 3.25 Guaranties 45
Section 3.26 Bank and Credit Card Accounts 45
Section 3.27 Related Party Transactions 45
Section 3.28 Brokers 45
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 46
Section 4.01 Organization and Authority of Parent and Merger Sub 46
Section 4.02 No Conflicts; Consents 46
Section 4.03 No Prior Merger Sub Operations 47
Section 4.04 Brokers 47
Section 4.05 Legal Proceedings 47

ARTICLE V COVENANTS 47
Section 5.01 Conduct of Business Prior to the Closing 47
Section 5.02 Access to Information 48
Section 5.03 No Solicitation of Other Bids 49
Section 5.04 FSH Member Consent 50
Section 5.05 Notice of Certain Events 50
Section 5.06 Resignations 50
Section 5.07 Governmental Approvals and Consents 51
Section 5.08 Closing Conditions 53
Section 5.09 Public Announcements 53
Section 5.10 Further Assurances 53
Section 5.11 Distribution Prior to Closing 53
Section 5.12 Transfers of FSH Units Prior to Closing 54
Section 5.13 Employee Matters 54
Section 5.14 Transition Services 54
Section 5.15 Lock-Up of Parent Common Stock 54

ARTICLE VI TAX MATTERS 55

Section 6.01 Tax Covenants 55
Section 6.02 Termination of Existing Tax Sharing Agreements 56
Section 6.03 Tax Indemnification 56
Section 6.04 Tax Returns 56
Section 6.05 Straddle Period 57
Section 6.06 Contests 58
Section 6.07 Cooperation and Exchange of Information 58
Section 6.08 Tax Treatment of Indemnification Payments 59
Section 6.09 Payments to Parent 59
Section 6.10 FIRPTA Statements 59
Section 6.11 Survival 59
Section 6.12 Overlap 59

ARTICLE VII CONDITIONS TO CLOSING 59

Section 7.01 Conditions to Obligations of All Parties 59
Section 7.02 Conditions to Obligations of Parent and Merger Sub 60
Section 7.03 Conditions to Obligations of FSH 62

ARTICLE VIII INDEMNIFICATION 62

Section 8.01 Survival 63
Section 8.02 Indemnification By FSH Members 63
Section 8.03 Indemnification By Parent 64
Section 8.04 Certain Limitations 64
Section 8.05 Indemnification Procedures 65
Section 8.06 Escrow Fund 68
Section 8.07 Tax Treatment of Indemnification Payments 68
Section 8.08 Effect of Investigation 68
Section 8.09 Exclusive Remedies 69

ARTICLE IX TERMINATION 69
Section 9.01 Termination 69
Section 9.02 Effect of Termination 71

ARTICLE X MISCELLANEOUS 71
Section 10.01 Member Representative 71
Section 10.02 Expenses 73
Section 10.03 Notices 73
Section 10.04 Interpretation 75
Section 10.05 Headings 76
Section 10.06 Severability 76
Section 10.07 Entire Agreement 76
Section 10.08 Successors and Assigns 76
Section 10.09 No Third-party Beneficiaries 77
Section 10.10 Amendment and Modification; Waiver 77
Section 10.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 77
Section 10.12 Specific Performance 78
Section 10.13 Counterparts 78
 AGREEMENT AND PLAN OF MERGER

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”).

RECITALS

WHEREAS, FSH and Parent executed a Term Sheet on October 15, 2014 contemplating the purchase by Parent of “100% of all shares, units and other ownership rights” of FSH;

WHEREAS, the acquisition structure to be effected by this Agreement accomplishes the same result as a purchase without the need to have all FSH Members execute this Agreement;

WHEREAS, Michael T. Gray is the sole member and manager of Member Representative, which will be authorized to represent the interests of the FSH Members with respect to this
Agreement and to take all actions and make any decisions required or permitted pursuant to this Agreement;

WHEREAS, Member Representative will also be responsible under the Pledge and Escrow Agreement to provide the Escrow Agent with a spreadsheet detailing the division and distribution
of Parent Common Stock among the FSH Members in accordance with the Organizational Documents of FSH;

WHEREAS, the Parent Common Stock will be subject to resale restrictions for a minimum of one (1) year after Closing but Member Representative will be empowered under the Pledge and
Escrow Agreement to facilitate private resales among FSH Members to the extent securities law exemptions are available therefor;

WHEREAS, the Contingent Consideration will be transferred to the FSH Members in accordance with Section 2.10, subject to division and distribution among the FSH Members pursuant to
the direction of Member Representative in accordance with the Organizational Documents of FSH;

WHEREAS, FSH owns one hundred percent (100%) of the issued and outstanding capital stock of Family Security Insurance Company, Inc., a Hawaii corporation (“FSIC”);
 WHEREAS, FSH owns one hundred percent (100%) of the issued and outstanding limited liability company interests, membership interests and/or other equity interests of Family Security
Underwriters, LLC, a Florida limited liability company (“FSU”);

WHEREAS, the parties intend that Merger Sub be merged with and into FSH, with FSH surviving that merger on the terms and subject to the conditions set forth herein (the “Merger”);

WHEREAS, the board of managers of FSH (the “FSH Board”) has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests
of FSH and its members, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (c) resolved to recommend approval of this
Agreement by the members of FSH;

WHEREAS, following the execution of this Agreement, FSH shall seek to obtain, in accordance with the Delaware Limited Liability Company Act (the “DLLCA”), the consent of its
members approving this Agreement, the Merger and the transactions contemplated hereby in accordance with the DLLCA;

WHEREAS, the board of directors of Parent and the sole member of Merger Sub have (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are
in the best interests of Parent, Merger Sub and their stockholders and member, as applicable, and (b) approved and declared advisable this Agreement and the transactions contemplated hereby,
including the Merger; and

WHEREAS, a portion of the capital stock of Parent otherwise payable by Parent to the FSH Members in connection with the Merger shall be pledged by Parent, the release of which shall be
contingent upon certain events and conditions, all as set forth in this Agreement and the Pledge and Escrow Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

2
 “Acquisition Proposal” has the meaning set forth in Section 5.03(a).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any
nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Actual Value” has the meaning set forth in Section 2.10(a)(iii)(C).

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The
term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Ancillary Documents” means the Pledge and Escrow Agreement, the FIRPTA Statements, the Certificate of Merger, the Letters of Transmittal, the Consideration Spreadsheet, and all other
documents and agreements delivered pursuant hereto or thereto.

“Applicable Insurance Code(s)” means the insurance Laws to which any party to this Agreement is subject, including the insurance Laws of the State of Hawaii and of the State of
Louisiana, and, in all cases, includes the rules and regulations promulgated under any of the foregoing.

“Applicable Insurance Department(s)” means the insurance regulatory agencies by which any party to this Agreement is subject to supervision, including the Hawaii Department of
Insurance and Louisiana Department of Insurance.

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Basket” has the meaning set forth in Section 8.04(a).

“Benefit Plan” has the meaning set forth in Section 3.21(a).

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for
business.

“Cap” has the meaning set forth in Section 8.04(a).

3
 “Certificate” has the meaning set forth in Section 2.08(b).

“Certificate of Merger” has the meaning set forth in Section 2.04.

“Closing” has the meaning set forth in Section 2.02.

“Closing Date” has the meaning set forth in Section 2.02.

“Closing Merger Consideration” means the number of shares of Parent Common Stock equal to (a) the Closing Merger Consideration Amount, divided by (b) the Trading Average.

“Closing Merger Consideration Amount” means $9,000,000.

“Closing Per Unit Merger Consideration” means (a) the Closing Merger Consideration, divided by (b) the Fully Diluted Unit Number.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies” means FSH, FSU and FSIC. “Company” is a correlative reference to any of the foregoing, individually.

“Company Insurance Approvals” means all consents, authorizations, orders and approvals required to be obtained, made or given by FSH, FSIC, or FSU pursuant to any Applicable
Insurance Codes.

“Company Intellectual Property” means all Intellectual Property that is owned or held for use by any Company.

“Company IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including
any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which any Company is a party, beneficiary or otherwise
bound.

“Company IP Registrations” means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or
authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

“Consideration Spreadsheet” has the meaning set forth in Section 2.11(a).

“Contingent Consideration” means the number of shares of Parent Common Stock equal to (a) three percent (3%) of the gross premiums written by Parent and/or its Affiliates

4
during the period beginning on the Closing Date and ending on the one (1)-year anniversary of the Closing Date, on the renewal of any of those insurance policies of FSIC that were in full force and
effect as of the Closing Date, all of which are listed on Schedule 2.14, divided by (b) the average closing price per share of the Parent Common Stock for the one hundred eighty (180) day period
immediately preceding the one (1)-year anniversary of the Closing Date, as quoted on the Nasdaq Capital Market, which such calculation shall be made by Parent or its Affiliate.

“Contingent Consideration Statement” has the meaning set forth in Section 2.10(a)(ii).

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and
legally binding arrangements, whether written or oral.

“Current FSH LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Family Security Holdings, LLC entered into as of February 11, 2014.

“Direct Claim” has the meaning set forth in Section 8.05(c).

“Disclosure Schedules” means the Disclosure Schedules delivered by FSH and Parent concurrently with the execution and delivery of this Agreement.

“DLLCA” has the meaning set forth in the recitals.

“Dollars or $” means the lawful currency of the United States.

“Draft Contingent Consideration Statement” has the meaning set forth in Section 2.10(a)(i).

“Effective Time” has the meaning set forth in Section 2.04.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement,
encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of
whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or

5
remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting
from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental
Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or
the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or
(b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing,
production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state
analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et
seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et
seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§
2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42
U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any
Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made
pursuant to Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

6
 “ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with any Company or any of its Affiliates as a “single employer” within the meaning of
Section 414 of the Code.

“Escrow Agent” means a Person mutually acceptable to FSH and Parent to serve as escrow agent under the Pledge and Escrow Agreement.

“Escrow Shares” means the number of shares of Parent Common Stock equal to ten percent (10%) of the Closing Merger Consideration.

“Escrow Funds” means the Escrow Shares, less any disbursements therefrom in accordance with the Pledge and Escrow Agreement, to be held for the purpose of securing the various
obligations of the FSH Members set forth in this Agreement.

“Exchange Agent” means an exchange agent mutually acceptable to FSH and Parent to act as the exchange agent in the Merger.

“Financial Statements” has the meaning set forth in Section 3.06.

“FIRPTA Statements” has the meaning set forth in Section 6.10.

“FSH” has the meaning set forth in the preamble.

“FSH Board” has the meaning set forth in the recitals.

“FSH Board Recommendation” has the meaning set forth in Section 3.02(b).

“FSH Member” or “FSH Members” means any and all holders of FSH Units.

“FSH Unit” means each unit of equity interest in FSH.

“FSIC” has the meaning set forth in the recitals.

“FSIC Stock” means all of the issued and outstanding capital stock of FSIC.

“FSU” has the meaning set forth in the recitals.

“FSU Interests” means all of the issued and outstanding limited liability company interests, membership interests and/or other equity interests of FSU.

“Fully Diluted Unit Number” means the aggregate number of FSH Units outstanding immediately prior to the Effective Time (other than FSH Units owned by FSH which are to be cancelled
and retired in accordance with Section 2.08(a)).

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“GAAP Financial Statements” has the meaning set forth in Section 3.06.

7
 “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political
subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization
or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hawaii Lease” means that certain Space Lease made as of September 24, 2013, by and between Koko Marina Holdings, LLC and FSIC.

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring
or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon,
radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.

“High Value” has the meaning set forth in Section 2.10(a)(iii)(B).

“Indebtedness” means, without duplication and with respect to any Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services,
(c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap or other hedging agreement or
arrangement; (e) capital lease obligations; (f) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (g) guarantees made by any Company on behalf
of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise
or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g).

“Indemnified Party” has the meaning set forth in Section 8.05.

“Indemnifying Party” has the meaning set forth in Section 8.05.

8
 “Independent Accountant” means an impartial nationally recognized firm of independent certified public accountants appointed by mutual agreement of Parent and Member Representative
hereunder.

“Insurance Approvals” means the Parent Insurance Approvals and the Company Insurance Approvals.

“Insurance Licenses” has the meaning set forth in Section 3.15(a).

“Insurance Policies” has the meaning set forth in Section 3.17.

“Intellectual Property” means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the
exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service
marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of
and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any
authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content
found thereon and related thereto, and URLs; (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and
neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (d) inventions, discoveries, trade secrets, business and technical information and know-how,
databases, data collections and other confidential and proprietary information and all rights therein; (e) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-
part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership
(including inventor’s certificates, petty patents and patent utility models); and (f) software and firmware, including data files, source code, object code, application programming interfaces,
architecture, files, records, schematics, computerized databases and other related specifications and documentation.

“Intellectual Property Registrations” has the meaning set forth in Section 3.13(b).

“Interim Balance Sheet” has the meaning set forth in Section 3.06.

9
 “Interim Balance Sheet Date” has the meaning set forth in Section 3.06.

“Interim Financial Statements” has the meaning set forth in Section 3.06.

“Knowledge” means, when used with respect to any Company, the actual knowledge of any manager or officer of such Company.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Letter of Transmittal” has the meaning set forth in Section 2.03(b)(iii).

“Liabilities” has the meaning set forth in Section 3.07.

“Liquidity Event” means (a) the transfer of all or substantially all of a Person’s assets; (b) the transfer of a controlling interest in the outstanding equity securities of a Person; or (c) a merger
or consolidation, in which the holders of the voting power of the outstanding equity securities of a Person, immediately prior to such transaction, hold less than fifty percent (50%) in voting power of
the outstanding equity securities of such Person or the surviving or resulting person, as the case may be, immediately following such transaction.

“Liquidity Event Consideration” means (a) three percent (3%) of the gross premiums of any of those insurance policies of FSIC that were in full force and effect as of the Closing Date, all
of which are listed on Schedule 2.14, divided by (b) the average closing price per share of the Parent Common Stock for the one hundred eighty (180) day period immediately preceding the Liquidity
Event with respect to Parent, as quoted on the Nasdaq Capital Market, which such calculation shall be made by Parent or its Affiliate.

“Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and
the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the
extent actually awarded to a Governmental Authority or other third party.

“Low Value” has the meaning set forth in Section 2.10(a)(iii)(A).

“Majority Holders” has the meaning set forth in Section 10.01(b).

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate,

10
materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of any Company, or (b) the ability of any Company to consummate the transactions
contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or
attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which any Company operates; (iii) any changes in financial or securities markets in
general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement, except pursuant to
Section 3.03 and Section 5.07; (vi) any changes in applicable Laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated
by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining
whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the
respective Company compared to other participants in the industries in which the respective Company conducts its businesses.

“Material Contracts” has the meaning set forth in Section 3.10(a).

“Material Producers” has the meaning set forth in Section 3.16(a).

“Material Suppliers” has the meaning set forth in Section 3.16.

“Member Indemnitees” has the meaning set forth in Section 8.03.

“Member Representative” has the meaning set forth in the preamble.

“Merger” has the meaning set forth in the recitals.

“Merger Consideration” means the Closing Merger Consideration, together with those portions of the Escrow Funds that the FSH Members become entitled to receive pursuant to the terms
of this Agreement and the Pledge and Escrow Agreement.

“Merger Sub” has the meaning set forth in the preamble.

“Multiemployer Plan” has the meaning set forth in Section 3.21(c).

“Organizational Documents” has the meaning set forth in Section 3.03.

“Parent” has the meaning set forth in the preamble.

“Parent Common Stock” means common stock, par value $0.0001 per share, of Parent.

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 “Parent Indemnitees” has the meaning set forth in Section 8.02.

“Parent Insurance Approvals” means all consents, authorizations, orders and approvals required to be obtained, made or given by Parent of any or its subsidiaries pursuant to the Applicable
Insurance Codes.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental
Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.11(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pledge and Escrow Agreement” means the Pledge and Escrow Agreement in substantially the form attached hereto as Exhibit A.

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion
of such taxable period beginning after the Closing Date.

“Post-Closing Taxes” means Taxes of any Company for any Post-Closing Tax Period.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the
portion of such taxable period ending on and including the Closing Date.

“Pre-Closing Taxes” means Taxes of any Company for any Pre-Closing Tax Period.

“Pro Rata Share” means with respect to any FSH Member, such FSH Member’s ownership interest in FSH as of immediately prior to the Effective Time, as determined by Member
Representative in accordance with the Current FSH LLC Agreement.

“Purchase Price” means the Closing Merger Consideration Amount.

“Qualified Benefit Plan” has the meaning set forth in Section 3.21(c).

“Real Property” means the real property owned, leased or subleased by any Company, together with all buildings, structures and facilities located thereon.

“Reinsurance Contracts” means all Contracts, treaties, facultative certificates, policies or other arrangements, to which FSIC is a party or by which FSIC is bound or

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subject, providing for ceding or assumption of reinsurance, excess insurance or retrocession, including, without limitation, all reinsurance policies, and retrocession agreements, in each case as such
Contract, treaty, facultative certificate, policy or other arrangement may have been amended, modified or supplemented irrespective of how such arrangement is accounted for.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or
allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within
any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, managers, employees, consultants, financial advisors, counsel, accountants and other agents of such
Person.

“Representative Losses” has the meaning set forth in Section 10.01(c).

“Requisite Member Vote” has the meaning set forth in Section 3.02(a).

“SAP” means the applicable statutory accounting practices prescribed or permitted by the domiciliary Insurance Department.

“Statutory Statements” of FSIC means the annual statements of FSIC, as filed with its domiciliary Insurance Department, for the years ended December 31, 2012 and 2013, and the quarterly
statements of the condition and affairs of FSIC, as filed with its domiciliary Insurance Department, for the quarterly period ended September 30, 2014.

“Straddle Period” has the meaning set forth in Section 6.05.

“Surviving Entity” has the meaning set forth in Section 2.01.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, capital stock,
service use, withholding, payroll, employment, unemployment, disability, social security, estimated, value added, excise, severance, environmental, stamp, occupation, premium, property (real or
personal), real property gains, windfall profits, alternative or add-on minimum, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest,
additions or penalties with respect thereto (whether disputed or not) and any interest in respect of such additions or penalties.

“Tax Claim” has the meaning set forth in Section 6.06.

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 “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.

“Third Party Claim” has the meaning set forth in Section 8.05(a).

“Trading Average” means the average closing price per share of the Parent Common Stock for the one hundred eighty (180) day period immediately preceding the Closing Date, as quoted on
the Nasdaq Capital Market.

“Transition Period” has the meaning set forth in Section 5.14.

“Union” has the meaning set forth in Section 3.22(b).

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and
employment losses.

“Written Consent” has the meaning set forth in Section 5.04.

ARTICLE II
THE MERGER

Section 2.01 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the DLLCA, at the Effective Time, (a) Merger Sub will merge with and into
FSH, and (b) the separate legal existence of Merger Sub will cease and FSH will continue its legal existence under the DLLCA as the surviving limited liability company in the Merger (sometimes
referred to herein as the “Surviving Entity”).

Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern Time, no later than two (2)
Business Days after the last of the conditions to Closing set forth in Article VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at
the offices of Squire Patton Boggs (US) LLP, 201 One Tampa City Ctr., Suite 2100, Tampa, Florida 33602, or at such other time or on such other date or at such other place as FSH and Parent may
mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

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 Section 2.03 Closing Deliverables.
(a) At or prior to the Closing, FSH shall deliver to Parent the following:
(i) the Pledge and Escrow Agreement duly executed by Member Representative;
(ii) such resignations of the directors, managers and officers of each Company as are contemplated by Section 5.06;
(iii) a certificate, dated the Closing Date and signed by a duly authorized officer of FSH, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been
satisfied;
(iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of FSH certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted
by the FSH Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby
and (2) the Written Consent, and (B) all such resolutions and the Written Consent are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated
hereby and thereby;

(v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of FSH certifying the names and signatures of the officers of FSH authorized to sign this Agreement,
the Ancillary Documents and the other documents to be delivered hereunder and thereunder;

(vi) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each Company is
incorporated or organized, as applicable;
(vii) the FIRPTA Statements;

(viii) an updated version of Schedule 2.14 that reflects all insurance policies of FSIC that are in full force and effect as of the Closing Date;

(ix) the Consideration Spreadsheet; and

(x) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(b) At the Closing, Parent shall deliver (or cause to be delivered) to FSH (or such other Person as may be specified herein) the following:

(i) the Pledge and Escrow Agreement duly executed by Parent;

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 (ii) the Escrow Shares to the Escrow Agent;

(iii) the Closing Merger Consideration minus the Escrow Shares to the Exchange Agent, to be distributed to the FSH Members in accordance with this Agreement upon the FSH
Members (A) duly completing and validly executing a letter of transmittal in substantially the form attached hereto as Exhibit B (a “Letter of Transmittal”) and (B) complying with instructions of
the Exchange Agent, in each case to effect the surrender of Certificates in exchange for the applicable portion of Merger Consideration pursuant to Section 2.08(b) (with any amounts or shares
remaining unclaimed by FSH Members two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts or shares would otherwise escheat to or become
property of any Governmental Authority) to become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled
thereto);

(iv) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been
satisfied;

(v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all
resolutions adopted by the board of directors of Parent and the sole member of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and
the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions
contemplated hereby and thereby;
(vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger
Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and

(vii) such other documents or instruments as FSH reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 2.04 Effective Time. Subject to the provisions of this Agreement, at the Closing, FSH, Parent and Merger Sub shall cause a commercially reasonable certificate of merger
mutually acceptable to FSH and Parent (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant
provisions of the DLLCA and shall make all other filings or

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recordings required under the DLLCA. The Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such
later date or time as may be agreed by FSH and Parent in writing and specified in the Certificate of Merger in accordance with the DLLCA (the effective time of the Merger being hereinafter referred
to as the “Effective Time”).

Section 2.05 Effects of the Merger. The Merger shall have the effects set forth herein, in the Certificate of Merger and in the applicable provisions of the DLLCA.

Section 2.06 Certificate of Formation; Limited Liability Company Agreement. At the Effective Time, (a) the certificate of formation of Merger Sub as in effect immediately prior to
the Effective Time shall be the certificate of formation of the Surviving Entity until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the limited
liability company agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Entity until thereafter amended in
accordance with the terms thereof, the certificate of formation of the Surviving Entity or as provided by applicable Law; provided, however, in each case, that the name of the limited liability
company set forth therein shall be changed to the name of FSH.

Section 2.07 Managers and Officers. From and after the Effective Time, (a) the managers of Merger Sub immediately prior to the Effective Time (as determined by Parent in the manner
contemplated by Section 5.06) shall be the managers of the Surviving Entity as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a manager or until
their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity as
of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Section 2.08 Effect of the Merger on FSH Units. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, FSH or any FSH Member:

(a) Cancellation of Certain FSH Units. FSH Units that are owned by Parent, Merger Sub or FSH (as treasury units or otherwise) or any of their respective direct or indirect

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wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(b) Conversion of FSH Units. Each FSH Unit issued and outstanding immediately prior to the Effective Time (other than FSH Units to be cancelled and retired in accordance with Section
2.08(a)) shall be converted into the right to receive the Closing Per Unit Merger Consideration, in Parent Common Stock, without interest, together with any amounts or shares of Parent Common
Stock that may become payable in respect of such FSH Unit in the future from the Escrow Funds, as provided in this Agreement and the Pledge and Escrow Agreement, and shall automatically be
cancelled and retired and shall cease to exist, and each holder a certificate formerly representing any FSH Units (each, a “Certificate”) shall cease to have any rights as a member of FSH.

(c) Conversion of Merger Sub Units. Each unit of membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become
one (1) newly issued, fully paid and non-assessable unit of membership interest of the Surviving Entity.

Section 2.09 Withholding Rights. Each of the Exchange Agent, Parent, Merger Sub and the Surviving Entity shall be entitled to deduct and withhold from the consideration otherwise
payable to any Person pursuant to this Article II such amounts as may be required to be deducted and withheld with respect to the making of such payment under any provision of Tax Law. Any such
deduction and withholding shall only be the extent required and then only after commercially reasonable efforts have been taken to work with such Person to avoid such deduction and withholding.
To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Sub or the Surviving Entity, as the case may be, such amounts shall be treated for all purposes of this
Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub or the Surviving Entity, as the case may be, made such deduction and withholding.

Section 2.10 Contingent Consideration .

(a) Preparation of Contingent Consideration Statement.

(i) No later than fifteen (15) days following the one (1)-year anniversary of the Closing Date, Parent will prepare and deliver to Member Representative a draft statement of the
proposed amount of Contingent Consideration, setting forth reasonable

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detail with respect to the calculation thereof (the “Draft Contingent Consideration Statement”).
(ii) If Member Representative has any objections to the Draft Contingent Consideration Statement, it shall deliver a detailed statement describing its objections to Parent within
fifteen (15) days after receiving the Draft Contingent Consideration Statement. Parent and Member Representative shall use reasonable efforts to resolve any such objections themselves. If Parent and
Member Representative do not obtain a final resolution within fifteen (15) days after Parent has received such statement of objections, however, the Independent Accountant shall resolve any
remaining objections. The determination of the Independent Accountant shall be set forth in writing and shall be conclusive and binding upon the parties hereto. Parent shall revise the Draft
Contingent Consideration Statement as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.10(a)(ii). The “Contingent Consideration Statement” shall mean the
Draft Contingent Consideration Statement together with any revisions thereto pursuant to this Section 2.10(a)(ii).

(iii) In the event Parent and Member Representative submit any unresolved objections to the Independent Accountant for resolution as provided in Section 2.10(a)(ii) above, Parent
and Member Representative shall share responsibility for the fees and expenses of the Independent Accountant as follows:
(A) if the Independent Accountant resolves all of the remaining objections in favor of Parent (the amount of Contingent Consideration so determined is referred to herein as the
“Low Value”), Member Representative (on behalf of the FSH Members) shall be responsible for payment of all of the fees and expenses of the Independent Accountant on
behalf of the FSH Members;

(B) if the Independent Accountant resolves all of the remaining objections in favor of Member Representative (the amount of Contingent Consideration so determined is referred to
herein as the “High Value”), Parent shall be responsible for all of the fees and expenses of the Independent Accountant; and

(C) if the Independent Accountant resolves some of the remaining objections in favor of Parent and some objections in favor of Member Representative (the amount of Contingent
Consideration so determined is referred to herein as the “Actual Value”), Member

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 Representative (on behalf of the FSH Members) shall be responsible for that fraction of the fees and expenses of the Independent Accountant equal to (x) the difference
between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Parent shall be responsible for the remainder of the fees
and expenses.
(iv) During the period beginning on the Closing Date and ending on the one (1)-year anniversary of the Closing Date, Parent shall deliver quarterly reports to the Member
Representative, setting forth the amount gross premiums earned on renewal policies during such period. Parent will make the work papers and back-up materials used in preparing the Draft
Contingent Consideration Statement available to Member Representative and its accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the
preparation by Parent of the Draft Contingent Consideration Statement, (B) the review by Member Representative of the Draft Contingent Consideration Statement, and (C) the resolution by Parent
and Member Representative of any objections thereto.
(b) Delivery of Contingent Consideration.

(i) Within fifteen (15) Business Days after the date on which the Contingent Consideration is finally determined pursuant to Section 2.10(a), Parent shall transfer to such FSH
Members who have exchanged Certificates for the Merger Consideration in accordance with the Letter of Transmittal and instructions from the Exchange Agent the Contingent Consideration in
accordance with the Consideration Spreadsheet.

(ii) No interest shall accrue or be payable on the Contingent Consideration.

(c) Schedule 2.14 sets forth the insurance policies of FSIC that are in full force and effect as of the date of this Agreement, together with their respective renewal dates and gross premiums
for the current policy period. On the Closing Date, Member Representative shall deliver an updated version of Schedule 2.14 that reflects all insurance policies of FSIC that are in full force and effect
as of the Closing Date.
(d) If a Liquidity Event occurs with respect to Parent prior to the one (1)-year anniversary of the Closing Date, immediately prior to the closing of such Liquidity Event, Parent shall transfer
to such FSH Members who have exchanged Certificates for the Merger Consideration in accordance with the Letter of Transmittal and instructions from the

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Exchange Agent the Liquidity Event Consideration in accordance with the Consideration Spreadsheet.
(e) Neither Parent nor any of its Affiliates shall have any obligation to operate the business of any Company post-Closing in order to maximize the amount of any Contingent Consideration.
Furthermore, each FSH Member hereby waives any fiduciary duty or express or implied duty of Parent or any Affiliates of Parent to any FSH Member with respect to the Contingent Consideration
and matters affecting the earning thereof.
(f) Parent shall at all times have a sufficient number of shares of Parent Common Stock authorized for the purpose of issuing the Contingent Consideration in accordance with this Section
2.10.

Section 2.11 Consideration Spreadsheet.

(a) At least five (5) Business Days before the Closing, FSH shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by FSH, which shall set forth, as
of the Closing Date and immediately prior to the Effective Time, the following:

(iii) the name and mailing address of each FSH Member and the number and class of FSH Units and the Certificates held by such FSH Member;

(iv) detailed calculations of the Closing Merger Consideration, Fully Diluted Unit Number, and Closing Per Unit Merger Consideration; and

(v) each FSH Member’s Pro Rata Share (as a percentage interest) of the Closing Merger Consideration.

(b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments and issuances under the transactions contemplated by this
Agreement and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF FSH

Except as set forth in the Disclosure Schedules, FSH represents and warrants to Parent that the statements contained in this Article III are true and correct as of the date hereof.

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 Section 3.01 Organization and Qualification of the Companies. FSH is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of
Delaware, FSIC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Hawaii, and FSU is a limited liability company duly organized, validly existing
and in good standing under the Laws of the State of Florida. Each of the Companies and has full corporate or limited liability company (as applicable) power and authority to own, operate or lease the
properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in
which each of the Companies is licensed or qualified to do business, and each of the Companies is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the
properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

Section 3.02 Authority; Board Approval.

(a) Subject to approval of the Merger and this Agreement by the affirmative vote or consent of the holders of at least a majority of the aggregate of the outstanding Class A Common units,
Class C Preferred units and Class D Common units, as defined in the Current FSH LLC Agreement (the “Requisite Member Vote”), each of the Companies has full power and authority to enter into
and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. Subject to the Requisite
Member Vote, the execution, delivery and performance by each of the Companies of this Agreement and any Ancillary Document to which it is a party and the consummation by such Company of
the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Company and no other corporate proceedings on the part of such
Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby. The
Requisite Member Vote is the only vote or consent of the holders of any class or series of any Company’s capital stock, limited liability company/membership interests or equity interests required to
approve and adopt this Agreement and the Ancillary Documents, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. This Agreement has
been duly executed and delivered by FSH, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of FSH
enforceable against FSH

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in accordance with its terms. When each Ancillary Document to which any Company is or will be a party has been duly executed and delivered by such Company (assuming due authorization,
execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Company enforceable against it in accordance with its terms.
(b) The FSH Board, by resolutions duly adopted at a meeting of the FSH Board duly called and held and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the
date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the FSH Members, (ii) approved and declared
advisable the “agreement of merger” (as such term is used in Section 18-209 of the DLLCA) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger,
in accordance with the DLLCA, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the FSH Members for approval, and (iv) resolved to recommend that the
FSH Members approve the “agreement of merger” set forth in this Agreement (collectively, the “FSH Board Recommendation”) and directed that such matter be submitted for consideration of the
FSH Members.

Section 3.03 No Conflicts; Consents. Except as set forth in Section 3.03 of the Disclosure Schedules (which shall include a detailed listing and description of all approvals required from
Applicable Insurance Departments and any and all other requirements under Applicable Insurance Codes, including all Insurance Approvals), (a) the execution, delivery and performance by any
Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not:
(i) subject to, in the case of FSH, obtaining the Requisite Member Vote with respect to the Merger, conflict with or result in a violation or breach of, or default under, any provision of certificate of
formation, articles of organization, articles of incorporation, limited liability company agreement, operating agreement, bylaws or other organizational documents of such Company, as applicable
(such Company’s “Organizational Documents”); (ii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Company; (iii) require the
consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would
constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which such

23
Company is a party or by which such Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties,
assets or business of such Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of such Company, and (b) no
consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Company in connection with the execution,
delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

Section 3.04 Capitalization.

(a) The entire authorized equity of FSH and the number of FSH Units that are issued and outstanding are as set forth on Section 3.04(a) of the Disclosure Schedules. Section 3.04(a) of the
Disclosure Schedules set forth the name of each Person that is the registered owner of any FSH Units and the number and class of FSH Units owned by such Person.
(b) Except as set forth on Section 3.04(b) of the Disclosure Schedules: (i) there is no outstanding subscription, warrant, option, convertible or exchangeable security, or other right
(contingent or otherwise) to purchase or otherwise acquire equity securities of any Company; (ii) there is no commitment by any Company to issue shares, units, subscriptions, warrants, options,
convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of Indebtedness or asset, to repurchase or redeem any equity securities
of any Company or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right; and (iii) there are
no declared or accrued unpaid dividends with respect to any equity securities of any Company.
(c) Except as set forth on Section 3.04(c) of the Disclosure Schedules, all issued and outstanding equity securities of any Company are (i) duly authorized, validly issued, fully paid and non-
assessable; (ii) not subject to any preemptive rights created by statute, the Companies’ Organizational Documents or any agreement to which any Company is a party; and (iii) free of any
Encumbrances. All issued and outstanding equity securities of any Company were issued in material compliance with applicable Law.
(d) Except as set forth on Section 3.04(d) of the Disclosure Schedules: (i) no outstanding equity security of any Company is subject to vesting or forfeiture rights or

24
repurchase by any Company; and (ii) there are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, phantom unit, profit participation or other similar rights with
respect to any Company or any of its equity securities.
(e) All distributions, dividends, repurchases and redemptions of equity securities of any Company were undertaken in compliance with the Companies’ Organizational Documents then in
effect.

(f) There are no voting trusts, proxies or other agreements or understandings in effect to which any Company is a party with respect to the governance of any Company or the voting or
transfer of any capital stock, limited liability company/membership interests or other equity interests of any Company, except as set forth in Section 3.04(f) of the Disclosure Schedules.

Section 3.05 Subsidiaries. FSH does not own, or have any interest in, any shares or have an ownership interest in any other Person, other than FSU and FSIC. Neither FSU nor FSIC
owns, or has any interest in, any shares or has an ownership interest in any other Person.

Section 3.06 Financial Statements. Complete copies of audited consolidated financial statements consisting of the consolidated balance sheet of the Companies as at December 31, 2013
and the related statements of income and retained earnings, stockholders’/members’ equity and cash flow for the years then ended (the “GAAP Financial Statements”), and unaudited financial
statements consisting of the consolidated balance sheet of the Companies as at September 30, 2014 and the related statements of income and retained earnings, stockholders’/members’ equity and
cash flow for the nine (9)-month period then ended (the “Interim Financial Statements” and together with the GAAP Financial Statements, the “Financial Statements”) are included in the
Disclosure Schedules. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim
Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse). The Financial Statements are based on the books and records of each
Company, and fairly present the financial condition of the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. The
consolidated balance sheet of the Companies as of December 31, 2013 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance
sheet of the Companies as of September 30, 2014 is

25
referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Companies maintain a standard system of accounting established and administered
in accordance with GAAP.

Section 3.07 Statutory Statements . FSH has delivered to Parent true and complete copies of the Statutory Statements of FSIC, as filed, including without limitation all exhibits and
schedules and any amendments thereto. All Statutory Statements of FSIC were prepared and the subsequent period Statutory Statements will be prepared in accordance with SAP and the Applicable
Insurance Code, consistently applied throughout the periods involved (except as may be indicated in the notes thereto regarding the adoption of new accounting policies), present fairly, in accordance
with SAP and the Applicable Insurance Code, the statutory financial position of FSIC at the respective dates thereof and the results of operations of FSIC for the respective periods then ended, except
that the quarterly Statutory Statements of FSIC have not been, and any subsequent period Statutory Statement will not have been, audited, and are or will be subject to normal recurring year-end audit
adjustments. All Statutory Statements of FSIC complied and the subsequent period Statutory Statements will comply in all material respects with SAP and the Applicable Insurance Code, and were
or will be complete and correct in all material respects when filed, and no material deficiency has been asserted in writing with respect to any of the Statutory Statements of FSIC by any Applicable
Insurance Department. FSIC has also delivered to Parent all actuarial reports and opinions it obtained or commissioned relating to FSIC’s reserves of any kind. FSIC’s reserves have at all times been
recorded and reported in accordance with such reports and opinions, were adequate at the reporting date of each Statutory Statement, and are adequate on the date of this Agreement.

Section 3.08 Undisclosed Liabilities. To the Companies’ Knowledge, no Company has any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted,
known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) those which are adequately reflected or reserved against in the
Balance Sheet as of the Balance Sheet Date, (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not,
individually or in the aggregate, material in amount, and (c) those items set forth Section 3.08 on of the Disclosure Schedules.

Section 3.09 Absence of Certain Changes, Events and Conditions. Except as set forth on Section 3.09 of the Disclosure Schedules, since the Interim Balance Sheet

26
Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any Company, any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) amendment of such Company’s Organizational Documents;

(c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests;

(d) issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to
purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests;
(e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or
redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests;

(f) material change in any method of accounting or accounting practice of such Company, except as required by GAAP (or, as to FSIC, by SAP) or as disclosed in the notes to the Financial
Statements;

(g) material change in such Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for
uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of
customer deposits;

(h) entry into any Contract that would constitute a Material Contract;

(i) incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent
with past practice;

(j) transfer, assignment, sale or other disposition of any material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements;

(k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;

27
 (l) material damage, destruction or loss (whether or not covered by insurance) to a material asset of any Company;

(m) capital investment in, or any loan to, any other Person;

(n) acceleration, termination, material modification to or cancellation of any Material Contract to which such Company is a party or by which it is bound;

(o) material capital expenditures;

(p) imposition of any Encumbrance upon any of such Company’s properties, capital stock or assets, tangible or intangible;

(q) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of such Company’s current or
former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any
written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses
exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or
consultant;
(r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business;

(s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent
contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;
(t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or members, or current or former directors, managers, officers and employees;

(u) entry into a new line of business or abandonment or discontinuance of existing lines of business;

(v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state
bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

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 (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or
$100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business
consistent with past practice;
(x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner,
any business or any Person or any division thereof;

(y) action by such Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into
any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period;

(z) entry, issuance, or filing, with or without the request or consent or over the objection of such Company, of any order, consent order, of directive relating to such Company of or by any
Applicable Insurance Department, or undertaking or agreement by such Company to or with any Applicable Insurance Department; or
(aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.10 Material Contracts.

(a) Section 3.10(a) of the Disclosure Schedules lists each of the following Contracts of any Company (such Contracts, together with all Contracts concerning the occupancy, management or
operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.11(b) of the Disclosure Schedules and all Company IP Agreements set
forth in Section 3.13(b) of the Disclosure Schedules, being “Material Contracts”):

(i) each Contract of any Company (other than insurance policies issued by any Company) involving aggregate consideration in excess of $50,000 and which, in each case, cannot be
cancelled by such Company without penalty or without more than ninety (90) days’ notice;

(ii) all Contracts that require any Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

29
 (iii) all Contracts that provide for the indemnification by any Company of any Person or the assumption of any Tax, environmental or other Liability of any Person;

(iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock, limited liability company/membership interests or assets of any other Person
or any real property (whether by merger, sale of stock, sale of limited liability company/membership interests, sale of assets or otherwise);

(v) all broker, distributor, dealer, representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which any Company is a
party;
(vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which any Company is a party and which are not cancellable
without material penalty or without more than ninety (90) days’ notice;
(vii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of any Company;

(viii) all Contracts with any Governmental Authority to which any Company is a party;

(ix) all Reinsurance Contracts to which any Company is a party or under which any Company is an obligor, beneficiary, or has any rights;

(x) all managing general agency Contracts and any other Contracts for the provision or performance of services relating to the marketing, brokering, solicitation or procurement,
servicing or administration, underwriting, or pricing of insurance policies (including without limitation all offers, sales, renewals, and cancellations thereof) or relating to the administration,
adjustment, investigation, defense, or payment of any claims under any insurance policies;
(xi) all Contracts that limit or purport to limit the ability of any Company to compete in any line of business or with any Person or in any geographic area or during any period of
time;

(xii) any Contracts to which any Company is a party that provide for any joint venture, partnership or similar arrangement by such Company; and

(xiii) all collective bargaining agreements or Contracts with any Union to which any Company is a party.

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 (b) Each Material Contract is valid and binding on the respective Company in accordance with its terms and is in full force and effect. None of any Company or, to any Company’s
Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material
Contract. To the Companies’ Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in
a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract
(including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Parent.

Section 3.11 Title to Assets; Real Property.

(a) Except as set forth in Section 3.11(a) of the Disclosure Schedules, each Company has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and
other assets reflected in the Interim Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of
business consistent with past practice since the Interim Balance Sheet Date. Each Company’s interest in such properties and assets (including leasehold interests) are free and clear of Encumbrances
except for the following (collectively referred to as “Permitted Encumbrances”):

(i) those items set forth in Section 3.11(a) of the Disclosure Schedules;

(ii) liens for Taxes not yet due and payable;

(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not
delinquent and which are not, individually or in the aggregate, material to the business of any Company;

(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of
any Company; or

(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the
ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of any Company.

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 (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by a Company, the landlord under the
lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. FSH does not
own any Real Property. With respect to leased Real Property, FSH has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. No Company
is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and
operation of the Real Property in the conduct of the respective Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or
agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. To any Company’s Knowledge, there
are no Actions pending or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Section 3.12 Condition And Sufficiency of Assets. Except as set forth in Section 3.12 of the Disclosure Schedules, to the Companies’ Knowledge, the buildings, plants, structures,
furniture, fixtures, machinery, equipment, and other items of tangible personal property of the Companies are structurally sound, are in good operating condition and repair, and are adequate for the
uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, and other items of tangible personal property is in need of maintenance or
repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items
of tangible personal property currently owned or leased by the Companies, together with all other properties and assets of the Companies, are sufficient for the continued conduct of the Companies’
businesses after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Companies
as currently conducted.

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 Section 3.13 Intellectual Property.

(a) Section 3.13(a) of the Disclosure Schedules lists, by Company, all Company IP Registrations. All required filings and fees related to the Company IP Registrations have been timely filed
with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise in good standing. FSH has provided Parent with true and complete
copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Company IP Registrations.
(b) Section 3.13(b) of the Disclosure Schedules lists all Company IP Agreements. FSH has provided Parent with true and complete copies of all such Company IP Agreements, including all
modifications, amendments and supplements thereto and waivers thereunder. Each Company IP Agreement is valid and binding on the respective Company in accordance with its terms and is in full
force and effect. Neither any Company nor, to the Companies’ Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or
received any notice of breach or default of or any intention to terminate, any Company IP Agreement.

(c) To the Companies’ Knowledge, the Companies are the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations, record, owner of all right, title and
interest in and to the Company Intellectual Property, and has the valid right to use all other Intellectual Property used in or necessary for the conduct of the Companies’ current business or operations,
in each case, free and clear of Encumbrances other than Permitted Encumbrances.

(d) The consummation of the transactions contemplated hereunder will not result in the payment of any additional amounts with respect to, nor require the consent of any other Person in
respect of, the Companies’ right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Companies’ business or operations as currently conducted.

(e) To the Companies’ Knowledge, the Companies’ rights in the Company Intellectual Property are valid, subsisting and enforceable. The Companies have taken all commercially reasonable
steps to maintain the Company Intellectual Property and to protect and preserve the confidentiality of all trade secrets included in the Company Intellectual Property.
(f) To the Companies’ Knowledge, the conduct of the Companies’ business as currently and formerly conducted, and the products, processes and services of the Companies, have not
infringed, misappropriated, diluted or otherwise violated, and do not

33
and will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. To the Companies’ Knowledge, no Person has infringed, misappropriated,
diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Company Intellectual Property.
(g) There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or, to the Companies’ Knowledge, threatened (including in the form of offers to obtain
a license): (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by any Company; (ii) challenging the validity, enforceability, registrability or
ownership of any Company Intellectual Property or any Company’s rights with respect to any Company Intellectual Property; or (iii) by any Company or any other Person alleging any infringement,
misappropriation, dilution or violation by any Person of the Company Intellectual Property. No Company is subject to any outstanding or prospective Governmental Order (including any motion or
petition therefor) that does or would restrict or impair the use of any Company Intellectual Property.

Section 3.14 Accounts Receivable. Except as set forth in Section 3.14 of the Disclosure Schedules, the accounts receivable reflected on the Interim Balance Sheet and the accounts
receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Companies involving the sale of goods or the rendering of services in the ordinary course of
business consistent with past practice; (b) constitute only valid and, to the Companies’ Knowledge, undisputed claims of the Companies not subject to claims of set-off or other defenses or
counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet
or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Companies, are collectible in full within ninety (90) days after billing. The reserve
for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Companies have been
determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Section 3.15 Insurance and Reinsurance Matters .

(a) Section 3.15(a) of the Disclosure Schedules contains a true and complete list of all states in which any Company is licensed to engage in the business of insurance

34
and the lines of authority for which it is licensed in each state. Subject to obtaining the Insurance Approvals, the licenses listed on Section 3.15(a) of the Disclosure Schedules and the lines of
authority will permit the applicable Company to act as a licensed insurer in each state where such Company is licensed for its business following the Closing. FSH has delivered or made available to
Parent true and complete copies of licensing documentation for each such state (such licenses, the “Insurance Licenses”). Except as set forth in Section 3.15(a) of the Disclosure Schedules, all such
Insurance Licenses are valid, unrestricted and in full force and effect.

(b) FSH has made available for inspection by Parent true and complete copies of: (i) each annual and quarterly statement filed with or submitted to any insurance regulatory authority by
FSIC; (ii) any reports of examination (including, without limitation, financial, market conduct and similar examinations) of FSIC issued by any insurance regulatory authority, and FSIC’s comments
on or responses thereto; and (iii) all holding company registration statements, amendments thereto, filings or submissions made by FSIC or FSH with any insurance regulatory authority, including
any risk management report or own risk and solvency assessment or summary thereof. Each of FSIC and FSU has filed all reports, registrations, filings and submissions required to be filed with any
insurance regulatory authority. All such reports, registrations, filings and submissions were in compliance with applicable law when filed or as amended or supplemented.

(c) All Reinsurance Contracts of FSIC are reflected in its Statutory Statements and are valid, binding and enforceable against each other party thereto, in accordance with their terms, are in
full force and effect and transfer such risk as would be required for such treaties and agreements to be properly accounted for as reinsurance. Except as Parent may expressly consent to in writing, no
such Reinsurance Contract contains any provision providing that the other party thereto may terminate or amend such Reinsurance Contract by reason of the Merger. FSIC is entitled to take full credit
in its financial statements pursuant to applicable laws for all reinsurance ceded pursuant to any Reinsurance Contract to which FSIC is a party. FSIC has complied in all material respects with all of
its obligations under the Reinsurance Contracts and has provided the reinsurers thereunder on a timely basis with all required loss notices and other required reports and information, and no other
party to any Reinsurance Contact has alleged or contended otherwise.

Section 3.16 Agents and Suppliers.

(a) Section 3.16(a) of the Disclosure Schedules sets forth (i) the top ten (10) producers of insurance policies for each Company during the most recent fiscal year

35
(collectively, the “Material Producers”); and (ii) the aggregate amount of gross premiums for insurance policies written by such producer during the most recent fiscal year. No Company has
received any notice, and has any reason to believe, that any Material Producer has ceased, or intends to cease after the Closing, to terminate or materially reduce its relationship with any Company.
(b) Section 3.16(b) of the Disclosure Schedules sets forth (i) each vendor or supplier to whom any Company has paid consideration for goods or services rendered in an amount greater than
or equal to $100,000 for the most recent fiscal year (collectively, the “Material Suppliers”); and (ii) the amount of purchases from or services provided by each Material Supplier during such period.
No Company has received any notice, and has any reason to believe, that any Material Supplier has ceased, or intends to cease, to supply goods or services to any Company or to otherwise terminate
or materially reduce its relationship with any Company.

Section 3.17 Insurance. Section 3.17 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, errors and omissions, umbrella
liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by any Company and
relating to the assets, business, operations, employees, managers, officers and directors of any Company (collectively, the “Insurance Policies”) and true and complete copies of such Insurance
Policies have been made available to Parent. Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated
by this Agreement. No Company has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums
due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The
Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of any Company. All such Insurance Policies (a) are valid and binding in
accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to the business of any
Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. No Company is
in default under, and has not otherwise failed to comply with, in any material respect, any provision contained in any such Insurance

36
Policy. The Insurance Policies are sufficient for compliance with all applicable Laws and Contracts to which any Company is a party or by which it is bound.

Section 3.18 Legal Proceedings; Governmental Orders.

(a) There are no Actions pending or, to any Company’s Knowledge, threatened (i) against or by any Company affecting any of its properties or assets; or (ii) against or by any Company that
challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for,
any such Action.
(b) Except as set forth in Section 3.18(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting
any Company or any of its properties or assets. Each Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b) of the Disclosure Schedules. No event has
occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Section 3.19 Compliance With Laws; Permits.

(a) Each Company has materially complied, and is now materially complying, with all Laws applicable to it or its business, properties or assets. No Company has received written notice or
explicit allegation from any Governmental Authority, and no Company has Knowledge, that it is not in compliance with or is default the Insurance Licenses or its Permits.
(b) All Permits required for each Company to conduct its business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of
the date hereof have been paid in full. Section 3.19(b) of the Disclosure Schedules lists all current Permits issued to any Company, including the names of the Permits and their respective dates of
issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any
Permit set forth in Section 3.19(b) of the Disclosure Schedules.

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 Section 3.20 Environmental Matters.

(a) To the Companies’ Knowledge, each Company is currently and has been in compliance with all Environmental Laws and has not received from any Person any: (i) Environmental Notice
or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or
requirements as of the Closing Date.
(b) To the Companies’ Knowledge, each Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 3.20(b) of the
Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of such Company and all such Environmental Permits are in full force and effect and shall be
maintained in full force and effect by such Company through the Closing Date in accordance with Environmental Law, and no Company is aware of any condition, event or circumstance that might
prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of any Company as currently carried out.

(c) To the Companies’ Knowledge, no real property currently or formerly owned, operated or leased by any Company is listed on, or has been proposed for listing on, the National Priorities
List or any other similar federal or state list under any Environmental Law.

(d) To the Companies’ Knowledge, there has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of any Company or any
real property currently or formerly owned, operated or leased by any Company, and no Company has received an Environmental Notice that any real property currently or formerly owned, operated
or leased in connection with the business of any Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with
any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, any Company.
(e) To the Companies’ Knowledge, no Company has retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.

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 Section 3.21 Employee Benefit Matters.

(a) Section 3.21(a) of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred
compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off, welfare, fringe-benefit and other similar
agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit
plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be
contributed to by any Company for the benefit of any current or former employee, officer, manager, director, retiree, independent contractor or consultant of any Company or any spouse or dependent
of such individual, or under which any Company or any of its ERISA Affiliates has or may have any Liability, or with respect to which Parent or any of its Affiliates would reasonably be expected to
have any Liability, contingent or otherwise (as listed on Section 3.21(a) of the Disclosure Schedules, each, a “Benefit Plan”). FSH has separately identified in Section 3.21(a) of the Disclosure
Schedules each Benefit Plan that contains a change in control provision.

(b) With respect to each Benefit Plan, the Companies have made available to Parent accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been
reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable,
copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management
or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; and (iv) copies of any summary plan
descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan.

(c) Except as set forth in Section 3.21(c) of the Disclosure Schedules, each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of
ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in material compliance with its terms and in material compliance with all applicable Laws (including
ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the meaning of Section 401

39
(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can
rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are
exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code. Except as set forth in Section 3.21(c) of the Disclosure Schedules, all benefits, contributions and
premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or
otherwise adequately reserved to the extent required by, and in accordance with, GAAP.
(d) With respect to each Benefit Plan (i) except as set forth in Section 3.21(d) of the Disclosure Schedules, no such plan is a Multiemployer Plan, and (A) all contributions required to be paid
by any Company or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither any Company nor any ERISA Affiliate has incurred any withdrawal liability under
Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Effective Time would not result in any material liability to any Company; (ii)
no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action
has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of
Section 412 of the Code or Title IV of ERISA, and none of the assets of any Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under
Section 302 of ERISA or Section 412(a) of the Code/ except as set forth in Section 3.21(d) of the Disclosure Schedules, no such plan is subject to the minimum funding standards of Section 412 of
the Code or Title IV of ERISA, and no plan listed in Section 3.21(d) of the Disclosure Schedules has failed to satisfy the minimum funding standards of Section 302 of ERISA or Section 412 of the
Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan.

(e) Except as set forth in Section 3.21(e) of the Disclosure Schedules, there is no pending or, to any Company’s Knowledge, threatened Action relating to a Benefit Plan (other than routine
claims for benefits), and no Benefit Plan has within the year prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing
under or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority.

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 (f) Each individual who is classified by a Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.

(g) Except as set forth in Section 3.21(g) of the Disclosure Schedules, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone
or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, manager, employee, independent contractor or consultant of any Company to
severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of any
Company to merge, amend or terminate any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; (v) result in “excess parachute
payments” within the meaning of Section 280G(b) of the Code; or (vi) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. FSH
has made available to Parent true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the transactions.

Section 3.22 Employment Matters.

(a) Section 3.22(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of any Company as of the date hereof, including any
employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including
whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other incentive-based compensation. Except as set forth in Section 3.22(a) of the
Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any Company for
services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of any Company with respect to any compensation,
commissions or bonuses.

(b) Except as set forth in Section 3.22(b) of the Disclosure Schedules, no Company is, and no Company has been for the past three (3) years, a party to, bound by, or negotiating any
collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for

41
the past three (3) years, any Union representing or purporting to represent any employee of any Company, and no Union or group of employees is seeking or has sought to organize employees for the
purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor
disruption or dispute affecting any Company or any of its employees. No Company has a duty to bargain with any Union.
(c) The Companies are and have been in material compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations,
equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours,
overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of
absence and unemployment insurance. All individuals characterized and treated by the Companies as independent contractors or consultants are properly treated as independent contractors under all
applicable Laws. All employees of the Companies classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in
Section 3.22(c), there are no Actions against any Company pending, or to any Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in
connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Companies, including, without limitation, any claim relating to unfair labor
practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws.

(d) The Companies have complied with the WARN Act.

Section 3.23 Taxes.

(a) All Tax Returns required to be filed on or before the Closing Date by the Companies have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all
material respects. All Taxes due and owing by the Companies (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b) The Companies have withheld and paid each Tax required by Law to have been withheld and paid, including those in connection with amounts paid or owing to any employee,
independent contractor, creditor, customer, shareholder or other party, and the

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Companies have complied with all information reporting and backup withholding provisions of applicable Law.

(c) No claim has been made by any taxing authority in any jurisdiction where any Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d) FSH and FSU have always been limited liability companies and neither has never elected to be taxed as a corporation.

(e) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Companies.

(f) The amount of the Companies’ Liability for unpaid Taxes for all periods ending on or before October 31, 2014 do not, in the aggregate, exceed the amount of accruals for Taxes
(excluding reserves for deferred Taxes) reflected on the Financial Statements. The amount of the Companies’ Liability for unpaid Taxes for all periods following the end of the recent period covered
by the Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past
custom and practice of the Companies (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

(g) All deficiencies asserted, or assessments made, against any Company as a result of any examinations by any taxing authority have been fully paid.

(h) No Company is a party to any Action by any taxing authority. There are no pending or, to the Companies’ Knowledge, threatened Actions by any taxing authority against any Company.

(i) FSH has delivered to Parent copies of all federal, state, local and foreign income, franchise and similar Tax Returns, examination reports, and statements of deficiencies assessed against,
or agreed to by, the Companies for all Tax periods ending prior to December 31, 2013.

(j) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Companies.

(k) No Company is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.

(l) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to any Company.

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 (m) No Company has been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. No Company has Liability for Taxes of any Person (other than such
Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.

(n) No Company will be required to include any item of income in, or exclude any item or deduction from, taxable income for taxable period or portion thereof ending after the Closing Date
as a result of:
(i) any change in a method of accounting under Section 481 or 263A of the Code (or any comparable provision of state, local or foreign Tax Laws), or use of an improper method of
accounting, for a taxable period ending on or prior to the Closing Date;
(ii) an installment sale or open transaction occurring on or prior to the Closing Date;

(iii) a prepaid amount received on or before the Closing Date;

(iv) any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law; or

(v) any election under Section 108(i) of the Code.

(o) No Company is, and has not been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)
(1)(A)(ii) of the Code.
(p) No Company has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

(q) No Company is, nor has been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011
4(b).
(r) There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Company.

(s) No Company has engaged in any transaction that, as of the date hereof, is a “listed transaction” under Treasury Regulations Section 1.6011-4(b)(2). The Companies have disclosed in their
Tax Returns all information required by the provisions of the Treasury Regulations issued under Section 6011 of the Code with respect to any “reportable transaction” as that term is defined in
Section 6707A(c) of the Code.

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 Section 3.24 Books and Records. FSH has made available to Parent all minute books and stock and/or limited liability company/membership interest record books of the Companies. No
meeting, or action taken by written consent, of any stockholders, members, directors, or managers, as applicable, or committee has been held for which minutes have not been prepared and are not
contained in such minute books, other than as set forth on Section 3.24 of the Disclosure Schedules. At the Closing, all of those books and records will be in the possession of FSH.

Section 3.25 Guaranties . Except as listed on Section 3.25 of the Disclosure Schedules, no Company is a guarantor or otherwise is liable for any Liability or obligation (including
Indebtedness) of any other Person.

Section 3.26 Bank and Credit Card Accounts .

(a) Section 3.26(a) of the Disclosure Schedules lists: (i) each bank, trust company, savings institution, brokerage firm, mutual fund or other financial institution in which any Company has
an account or safe deposit box; (ii) the name(s) in which the accounts or boxes are held; (iii) the type of account; and (iv) each person authorized to draw thereon or have access thereto.

(b) Section 3.26(b) of the Disclosure Schedules lists: (i) each active credit card or other charge account issued to any Company; and (ii) each person to whom such credit card or other charge
account has been issued.

Section 3.27 Related Party Transactions. Except as set forth in Section 3.27 of the Disclosure Schedules, no executive officer, manager or director of any Company or any person
owning 5% or more of the capital stock, limited liability company/membership interests or other equity interests (or any of such person’s immediate family members or Affiliates or associates) of any
Company is a party to any Contract with or binding upon any Company or any of its assets, rights or properties or has any interest in any property owned by any Company or has engaged in any
transaction with any of the foregoing within the last twelve (12) months.

Section 3.28 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this
Agreement or any Ancillary Document based upon arrangements made by or on behalf of any Company.

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 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the Disclosure Schedules, Parent and Merger Sub represent and warrant to FSH that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01 Organization and Authority of Parent and Merger Sub. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of
Delaware. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has full corporate
and/or limited liability company, as applicable, power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to
consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and any Ancillary Document to which they are
a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and
Merger Sub and no other corporate proceedings on the part of Parent and Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the
Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent and Merger Sub, and (assuming due authorization, execution and
delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms.
When each Ancillary Document to which Parent or Merger Sub is or will be a party has been duly executed and delivered by Parent or Merger Sub (assuming due authorization, execution and
delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Parent or Merger Sub enforceable against it in accordance with its terms.

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Documents to which they are a party, and
the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of
incorporation, by-laws or other organizational documents of Parent or Merger Sub; (b) conflict with or result in a violation or breach of

46
any provision of any Law or Governmental Order applicable to Parent or Merger Sub; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action
by any Person under any Contract to which Parent or Merger Sub is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is
required by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the
transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Section 4.03 No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any
operations other than in connection with the transactions contemplated hereby.

Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this
Agreement or any Ancillary Document based upon arrangements made by or on behalf of Parent or Merger Sub.

Section 4.05 Legal Proceedings. Except as set forth in Section 4.05 of the Disclosure Schedules, there are no Actions pending or, to Parent’s or Merger Sub’s knowledge, threatened
against or by Parent, Merger Sub or any of their respective Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has
occurred or circumstances exist that may give rise or serve as a basis for any such Action.

ARTICLE V
COVENANTS

Section 5.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Parent
(which consent shall not be unreasonably withheld or delayed), FSH shall (and shall cause each of FSU and FSIC to) (x) conduct the business of the Companies in the ordinary course of business
consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the

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Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with any Company.
Without limiting the foregoing, from the date hereof until the Closing Date, FSH shall (and shall cause each of FSU and FSIC to):

(a) preserve and maintain all of the Companies’ Permits;

(b) pay all debts, Taxes and other obligations when due;

(c) maintain the properties and assets owned, operated or used by the Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;

(e) defend and protect the Companies’ properties and assets from infringement or usurpation;

(f) perform all of its obligations under all Contracts relating to or affecting the Companies’ properties, assets or business;

(g) maintain the Companies’ books and records in accordance with past practice;

(h) comply in all material respects with all applicable Laws; and

(i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.09 to occur.

Section 5.02 Access to Information. From the date hereof until the Closing, FSH shall (and shall cause each of FSU and FSIC to) (a) afford Parent and its Representatives full and free
access to and the right to inspect, during normal business hours and upon reasonable notice to FSH, and in a manner so as not to interfere with normal business operations, all of the Real Property,
properties, assets, premises, books and records, Contracts and other documents and data related to any Company; (b) furnish Parent and its Representatives with such financial, operating and other
data and information related to any Company as Parent or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Companies to cooperate with Parent in its
investigation of the Companies. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Companies.
No investigation by Parent or other information received by Parent shall operate as a waiver

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or otherwise affect any representation, warranty or agreement given or made by FSH in this Agreement.

Section 5.03 No Solicitation of Other Bids.

(a) Under the provisions of the Term Sheet, prior to the execution of this Agreement FSH and its Affiliates and any of their respective Representatives were prohibited from initiating any
contact with or soliciting, encouraging or disclosing, directly or indirectly, any information concerning FSH to other potential acquirers. From the date hereof through the first to occur of the Closing
or the termination of this Agreement in accordance with Article IX, FSH shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly,
(i) encourage, solicit, initiate or facilitate inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible
Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any
inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination
transaction involving any Company; (ii) the issuance or acquisition of shares of capital stock, limited liability company/membership interests or other equity securities of any Company; or (iii) the
sale, lease, exchange or other disposition of any significant portion of any Company’s properties or assets.

(b) In addition to the other obligations under this Section 5.03, FSH shall (and shall cause each of FSU and FSIC to) promptly (and in any event within three (3) Business Days after receipt
thereof by any Company or its Representatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry
with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the
Person making the same.
(c) FSH agrees that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

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 Section 5.04 FSH Member Consent. Within fifteen (15) days following the execution of this Agreement, FSH shall present the Merger for approval to the FSH Members with the FSH
Board Recommendation, and FSH shall deliver to Parent the Requisite Member Vote pursuant to a written consent of the FSH Members within fifteen (15) days after presenting the Merger for
approval to the FSH Members (the “Written Consent”). FSH shall notify the remaining FSH Members of the Merger and the Requisite Member Vote within the time period required by the DLLCA
and the Current FSH LLC Agreement.

Section 5.05 Notice of Certain Events.

(a) From the date hereof until the Closing, FSH shall promptly notify Parent in writing of:

(vi) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by FSH hereunder not being true and correct or (C) has resulted in, or
could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(vii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this
Agreement;
(viii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(ix) any Actions commenced or, to any Company’s Knowledge, threatened against, relating to or involving or otherwise affecting any Company that, if pending on the date of this
Agreement, would have been required to have been disclosed pursuant to Section 3.18 or that relates to the consummation of the transactions contemplated by this Agreement.
(b) Parent’s receipt of information pursuant to this Section 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by FSH in this
Agreement (including Section 8.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Section 5.06 Resignations . After signing this Agreement but prior to the Closing, Parent and Member Representative will collaborate on developing and planning for

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implementation of a merger integration plan that will include the determination by Parent (after discussion with Member Representative) of the officers, managers and directors of each Company at
and after the Effective Time and of the officers and managers of Merger Sub at the Effective Time. In order to allow for the adoption and approval of a new slate of officers, managers and directors,
FSH shall deliver to Parent written resignations, effective as of the Closing Date, of the officers, managers, and directors of each Company prior to the Closing.

Section 5.07 Governmental Approvals and Consents.

(a) Under and in accordance with the direction, management and guidance of Parent and its Representatives, each party hereto shall, as promptly as possible, (i) make, or cause or be made,
all filings, applications and submissions required under any Law applicable to such party or any of its Affiliates; (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents,
authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations
pursuant to this Agreement and the Ancillary Documents, including without limitation the Insurance Approvals or anything else set forth in Section 3.03 of the Disclosure Schedules; and (iii) pay all
amounts required to be paid by it in connection with obtaining any consents, authorizations, orders and approvals that it is required to obtain. Parent shall be responsible for filing and seeking
approval of a Form A application with the Hawaii Insurance Division, as well as any filing or application that Parent is obligated or elects to make with the Louisiana Department of Insurance, and
shall be entitled to conduct and coordinate submissions and communications with such in connection therewith, and FSH shall (and shall cause FSU and FSIC to) cooperate in such activities and
request prompt approval of said application. Parent and the Companies shall provide each other with a reasonable opportunity to review and comment upon submissions made to the Applicable
Insurance Departments in connection with the Insurance Approvals, keep one another reasonably informed of developments relating to their efforts to obtain such Insurance Approvals, and otherwise
cooperate fully with the other parties and their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. FSH shall not (and shall cause FSIC and FSU not to)
enter into or agree to any regulatory restrictions or arrangements which as a result would materially alter any Company’s licensing or regulatory status in any state without first obtaining Parent’s
express written consent thereto, which consent may be granted or withheld in Parent’s sole discretion. The parties hereto shall not (and FSH shall cause FSU and FSIC

51
not to) willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
(b) FSH and Parent shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.02 and Section 4.02 of the Disclosure
Schedules.

(c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to:

(i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary
Document;

(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and

(iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document
has been issued, to have such Governmental Order vacated or lifted.

(d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental
Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions
between any Company and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be
disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the
views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to
the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being
sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.

(e) Notwithstanding the foregoing, nothing in this Section 5.07 shall require, or be construed to require, Parent or any of its Affiliates to agree to (i) sell, hold, divest,

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discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, FSH or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in,
the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or
business benefits to Parent of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Section 5.08 Closing Conditions. From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy
the closing conditions set forth in Article VII hereof.

Section 5.09 Public Announcements. Unless otherwise required by applicable Law or regulatory requirements (based upon the reasonable advice of counsel), no party to this Agreement
shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the
other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.10 Further Assurances. At and after the Effective Time, the managing member, managers and officers of the Surviving Entity shall be authorized to execute and deliver, in the
name and behalf of FSH or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of FSH or Merger Sub, any other actions and things to vest,
perfect or confirm of record or otherwise in the Surviving Entity any and all right, title and interest in, to and under any of the rights, properties or assets of FSH acquired or to be acquired by the
Surviving Entity as a result of, or in connection with, the Merger.

Section 5.11 Distribution Prior to Closing. Notwithstanding anything to the contrary in this Agreement, FSH shall be permitted to make a one-time cash distribution to the holders of its
Class C Preferred units prior to Closing in an amount not to exceed $150,000.

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 Section 5.12 Transfers of FSH Units Prior to Closing. Notwithstanding anything to the contrary in this Agreement, FSH Members shall be permitted to transfer FSH Units to other FSH
Members prior to Closing.

Section 5.13 Employee Matters. Within twenty (20) days following the execution of this Agreement, Parent shall notify FSH of the employees, independent contractors or consultants of
any Company that it intends to retain after Closing. In the event that any employee of any Company so retained is terminated without Cause during the period commencing on the Closing Date and
ending thirty (30) days after the Closing Date, Parent shall pay such employee a sum equal to three (3) months of such employee’s base salary.

Section 5.14 Transition Services. During the period beginning on the Closing Date and ending ninety (90) days after the Closing Date (the “Transition Period”), to the extent requested
by Parent during the Transition Period, FSH agrees to cause certain employees of its Affiliates to continue to provide services to the Parent in a manner consistent with the scope and nature of the
services provided by such employees to FSH prior to Closing. In consideration for providing personnel and services requested by Parent during the Transition Period, the applicable Affiliate of FSH
shall be paid a fee by Parent in an amount equal to the cost incurred by such Affiliate to provide such personnel or services, which amount shall include, (a) the portion of the salary or wages paid or
payable to such Affiliate’s employees, including the proportionate share of benefits and taxes calculated based on the number of hours providing services, and (b) any other reasonable costs incurred
to provide services. The applicable Affiliate of FSH shall provide Parent with an invoice at the end of each month during the Transition Period, and Parent shall pay the invoiced amount to such
Affiliate within five (5) days after receipt of such invoice.

Section 5.15 Lock-Up of Parent Common Stock. For a period commencing on the Closing Date and ending on the first anniversary of the Closing Date, no FSH Member shall (and
Member Representative shall cause each FSH Member not to), directly or indirectly, (a) offer for sale, sell, pledge, grant an Encumbrance or otherwise dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Parent Common Stock or securities convertible into or exercisable
or exchangeable for Parent Common Stock, (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of
such shares of Parent Common

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Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise, (c) file or cause to be filed a
registration statement, including any amendments thereto, with respect to the registration of any shares of Parent Common Stock or securities convertible, exercisable or exchangeable into Parent
Common Stock or any other securities of Parent (other than any registration statement on Form S-8), or (d) publicly disclose the intention to do any of the foregoing, in each case without the prior
written consent of Parent. Member Representative agrees, on behalf of each FSH Member, that the certificates representing the shares of Parent Common Stock that form the Merger Consideration
will bear a legend making reference to the foregoing provisions of this Section 5.15.

ARTICLE VI
TAX MATTERS

Section 6.01 Tax Covenants.

(a) Without the prior written consent of Parent, prior to the Closing, the Companies, their Representatives and the FSH Members shall not make, change or rescind any Tax election, amend
any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or
reducing any Tax asset of Parent or the Surviving Entity in respect of any Post-Closing Tax Period. The Companies agree that Parent is to have no Liability for any Tax resulting from any action of
the Companies, any of their Representatives or the FSH Members. The FSH Members shall, severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Parent
against any such Tax or reduction of any Tax asset.
(b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and
the Ancillary Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by the FSH Members when due. Member Representative shall timely file any
Tax Return or other document with respect to such Taxes or fees (and Parent shall cooperate with respect thereto as necessary).

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 Section 6.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Companies shall be terminated as
of the Closing Date. After such date neither the Companies nor any of their Representatives shall have any further rights or liabilities thereunder.

Section 6.03 Tax Indemnification. The FSH Members shall, severally and not jointly (in accordance with their Pro Rata Shares), indemnify the Companies, Parent, and each Parent
Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.23; (b) any Loss attributable to any
breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the Companies or relating to the business of the Companies for all
Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Companies (or any predecessors of the Companies) is or was a
member on or prior to the Closing Date by reason of a Liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of
any person imposed on the Companies arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of
the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the FSH Members shall, severally and not jointly (in
accordance with their Pro Rata Shares), reimburse Parent for any Taxes of the Companies that are the responsibility of the FSH Members pursuant to this Section 6.03 within ten (10) Business Days
after payment of such Taxes by Parent or the Companies.

Section 6.04 Tax Returns.

(a) The Companies shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by it that are due on or before the Closing Date (taking into
account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and
payable on or before the Closing Date. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law).
(b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Companies after the Closing Date with respect

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to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and, if it is an income or
other material Tax Return, shall be submitted by Parent to Member Representative (together with schedules, statements and, to the extent requested by Member Representative, supporting
documentation) at least forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Member Representative objects to any item on any such Tax Return that relates to a Pre-
Closing Tax Period, it shall, within ten (10) days after delivery of such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual
or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and Member Representative shall negotiate in good faith and use their reasonable best efforts to resolve
such items. If Parent and Member Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the disputed items shall be resolved by the
Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item
referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be
filed as prepared by Parent and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Parent and
Member Representative. The preparation and filing of any Tax Return of the Companies that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of
Parent. Parent shall be entitled to deduct from the Escrow Funds (i) Taxes due with respect to any such Tax Return that relate to Pre-Closing Tax Periods and (ii) Taxes due with respect to any such
Tax Return that relate to Straddle Periods that are attributable under Section 6.05 to the portion of such Straddle Period ending on the Closing Date.

Section 6.05 Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle
Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

(a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii)
required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and

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 (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the
Closing Date and the denominator of which is the number of days in the entire period.

Section 6.06 Contests. Parent agrees to give written notice to Member Representative of the receipt of any written notice by the Companies, Parent or any of Parent’s Affiliates which
involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Parent pursuant to this Article VI (a “Tax Claim”); provided, that failure
to comply with this provision shall not affect Parent’s right to indemnification hereunder. Parent shall control the contest or resolution of any Tax Claim; provided, however, that Parent shall obtain
the prior written consent of Member Representative (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and,
provided further, that Member Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate
counsel shall be borne solely by Member Representative.

Section 6.07 Cooperation and Exchange of Information. Member Representative, the Companies and Parent shall provide each other with such cooperation and information as either of
them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Companies. Such
cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings
or other determinations by tax authorities. Each of Member Representative, the Companies and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its
possession relating to Tax matters of the Companies for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax
Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to
transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Companies for any taxable period
beginning before the Closing Date, Member Representative, the Companies or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the
opportunity to take custody of such materials.

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 Section 6.08 Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the
parties for Tax purposes, unless otherwise required by Law.

Section 6.09 Payments to Parent. Any amounts payable to Parent pursuant to this Article VI shall be satisfied: (i) first, from the Escrow Fund; and (ii) second, to the extent such amounts
exceed the amount available to Parent in the Escrow Fund, from the shares of Parent Common Stock held by the FSH Members, severally and not jointly (in accordance with their Pro Rata Shares).

Section 6.10 FIRPTA Statements. On the Closing Date, each Company shall deliver to Parent a certificate, dated as of the Closing Date and in a form satisfactory to Parent, certifying
that such Company is not a foreign person within the meaning of Section 1445 of the Code (collectively, the “FIRPTA Statements”).

Section 6.11 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.23 and this Article VI shall survive for the full period of all applicable
statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days.

Section 6.12 Overlap. To the extent that any obligation or responsibility pursuant to Article VIII may overlap with an obligation or responsibility pursuant to this Article VI, the
provisions of this Article VI shall govern.

ARTICLE VII
CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment,
at or prior to the Closing, of each of the following conditions:
(a) This Agreement shall have been duly approved by the Requisite Member Vote and the Merger shall have been approved in accordance with the DLLCA.

(b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions
contemplated by this Agreement illegal, otherwise restraining or prohibiting

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consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(c) All consents, authorizations, orders and approvals (including the Insurance Approvals and any others set forth in Section 3.03 of the Disclosure Schedules) from the Governmental
Authorities, as described in Section 3.03, shall have been received, in form and substance reasonably satisfactory to Parent and FSH, and no such consent, authorization, order and approval shall have
been revoked.

Section 7.02 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions:

(a) Other than the representations and warranties of FSH contained in Section 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.28, the representations and warranties of FSH
contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or
warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and
as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a
specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of FSH contained in Section 3.01, Section 3.02(a), Section 3.04,
Section 3.06 and Section 3.28 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date
(except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Each Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary
Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, each
Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

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 (c) Each of the Companies’ Insurance Licenses shall be in full force and effect, with no adverse change in the status thereof as compared to the date of this Agreement, and the Companies
shall be authorized to transact business in the lines and states indicated on Section 7.02(c) of the Disclosure Schedules.
(d) All Insurance Approvals (including approval of the Hawaii Insurance Division and any requisite or requested approval or consent of the Louisiana Department of Insurance) shall have
been received without any limitations, restrictions or conditions, and otherwise on terms, satisfactory to Parent, and shall be consistent with this Agreement and all Ancillary Agreements, as with the
Form A application filed with the Hawaii Insurance Division and Parent’s proposed management of, and business plans for, FSIC submitted in support of any such application.
(e) No Action shall have been commenced against Parent, Merger Sub or any Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any
Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(f) All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to
Parent at or prior to the Closing.
(g) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or
without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
(h) FSH shall have obtained releases of all Encumbrances, guarantees, mortgages and deeds of trusts securing any Company’s or any of their Affiliates’ Indebtedness for borrowed money
and encumbering the assets of any Company and any guarantees given by any Company with respect to any Company’s or any of their Affiliates’ Indebtedness for borrowed money.

(i) All approvals and consents required to be obtained under the Hawaii Lease in connection with the transactions contemplated by this Agreement (including the Merger) shall have been
received on commercially reasonable terms and on terms acceptable to Parent (in Parent’s sole discretion), and executed counterparts thereof shall have been delivered to Parent at or prior to the
Closing.

(j) FSH shall have delivered each of the closing deliverables set forth in Section 2.03(a).

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 Section 7.03 Conditions to Obligations of FSH. The obligations of FSH to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or FSH’s
waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of Parent and Merger Sub
contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or
warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and
as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a
specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Parent and Merger Sub contained in Section 4.01 and Section
4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
(b) Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the
Ancillary Documents to be performed or complied with by them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality,
Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.

(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to
FSH at or prior to the Closing.
(e) Parent shall have delivered each of the closing deliverables set forth in Section 2.03(b).

ARTICLE VIII
INDEMNIFICATION

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 Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than any representations or warranties
contained in Section 3.23 which are subject to Article VI) shall survive the Closing and shall remain in full force and effect until the date that is one (1) year after the Closing Date; provided, that the
representations and warranties in Section 3.01, Section 3.02(a), Section 3.04, Section 3.28, Section 4.01 and Section 4.04 shall survive indefinitely. All covenants and agreements of the parties
contained herein (other than any covenants or agreements contained in Article VI which are subject to Article VI) shall survive the Closing indefinitely or for the period explicitly specified therein.
Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the
Indemnifying Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive
until finally resolved.

Section 8.02 Indemnification By FSH Members. Subject to the other terms and conditions of this Article VIII, the FSH Members, severally and not jointly (in accordance with their Pro
Rata Shares), shall indemnify and defend each of Parent and its Affiliates (including the Surviving Entity) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and
shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon,
arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of FSH or the FSH Members contained in this Agreement or in any certificate or instrument delivered by or on
behalf of FSH pursuant to this Agreement (other than in respect of Section 3.23, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI),
as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly
relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by FSH or the FSH Members pursuant to this Agreement (other than any breach or violation of,
or failure to fully perform, any covenant, agreement, undertaking or

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obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or

(c) any claim made by any FSH Member relating to the calculation or determination of the amount of Merger Consideration or Contingent Consideration received by such FSH Member, or
the calculation and determination of any FSH Member’s Pro Rata Share.

Section 8.03 Indemnification By Parent. Subject to the other terms and conditions of this Article VIII, Parent shall indemnify and defend each of the FSH Members and their Affiliates
and their respective Representatives (collectively, the “Member Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and
all Losses incurred or sustained by, or imposed upon, the Member Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf
of Parent or Merger Sub pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except
for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than Article VI, it being understood
that the sole remedy for any such breach thereof shall be pursuant to Article VI).

Section 8.04 Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a) FSH Members shall not be liable to the Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section
8.02(a) exceeds $180,000 (the “Basket”), in which event FSH Members shall only be liable for all such Losses that exceed the Basket. The aggregate amount of all Losses for which FSH Members
shall be liable pursuant to Section 8.02(a) shall not exceed $900,000 (the “Cap”).

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 (b) Parent shall not be liable to the Member Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section
8.03(a) exceeds the Basket, in which event Parent shall only be liable for all such Losses that exceed the Basket. The aggregate amount of all Losses for which Parent shall be liable pursuant to
Section 8.03(a) shall not exceed the Cap.
(c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of:

(i) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.04, and Section 3.28;

(ii) any indemnification claim made by a Parent Indemnitee pursuant to Section 8.02(b), or Section 8.02(c);

(iii) any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.04; or

(iv) any indemnification claim made by a Member Indemnitee pursuant to Section 8.03(b);

provided, however, that: (A) the aggregate amount of liability of the FSH Members for the matters described in Section 8.04(c)(i)-(ii) shall not exceed $9,000,000; and (B) the aggregate amount of
liability of Parent for the matters described in Section 8.04(c)(iii)-(iv) shall not exceed $9,000,000.
(d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other
similar qualification contained in or otherwise applicable to such representation or warranty.

Section 8.05 Indemnification Procedures. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are
asserted under this Article VIII is referred to as the “Indemnifying Party”. For purposes of this Article VIII, (i) if Parent (or any other Parent Indemnitee) comprises the Indemnified Party, any
references to Indemnifying Party (except provisions relating to an obligation to make payments) shall be deemed to refer to Member Representative, and (ii) if Parent comprises the Indemnifying
Party, any references to the Indemnified Party shall be deemed to refer to Member Representative. Any payment received

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by Member Representative as the Indemnified Party shall be distributed to the FSH Members in accordance with this Agreement.
(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an
Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to
provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar
days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except
and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail,
shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.
The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense
and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a FSH Member, such Indemnifying
Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Company, or (y)
seeks an injunction or other equitable relief against the Indemnified Parties. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall
have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified
Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense
thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal
defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party
and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the
Indemnified Party determines counsel is required. If the Indemnifying Party elects not to

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compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the
defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based
upon, arising from or relating to such Third Party Claim. Member Representative and Parent shall cooperate with each other in all reasonable respects in connection with the defense of any Third
Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending
party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the
prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial
or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with
such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified
Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the
maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also
fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the
Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be
unreasonably withheld or delayed).
(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party
giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to
give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the

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extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies
of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying
Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to
investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall
assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Companies’ premises and personnel and the right to examine and copy any accounts,
documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the
Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms
and subject to the provisions of this Agreement.
(d) Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Companies (including, but not
limited to, any such claim in respect of a breach of the representations and warranties in Section 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement,
undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

Section 8.06 Escrow Fund. Any Losses payable to a Parent Indemnitee pursuant to Article VIII shall be satisfied: (i) first, from the Escrow Fund; and (ii) second, to the extent the
amount of Losses exceeds the amounts available to the Parent Indemnitee in the Escrow Fund, from the shares of Parent Common Stock held by the FSH Members, severally and not jointly (in
accordance with their Pro Rata Shares).

Section 8.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase
Price for Tax purposes, unless otherwise required by Law.

Section 8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification

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with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the
fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified
Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

Section 8.09 Exclusive Remedies. Subject to Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims
arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation,
warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI
and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any
representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their
Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in
this Section 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or
intentional misconduct.

ARTICLE IX
TERMINATION

Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of FSH and Parent;

(b) by Parent by written notice to FSH if:

(i) neither Parent nor Merger Sub is then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any
representation, warranty, covenant or agreement made by FSH pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article

69
VII and such material breach, inaccuracy or failure has not been cured by FSH within ten (10) days of FSH’s receipt of written notice of such breach from Parent; or
(ii) any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled on or before January
31, 2015, unless such failure shall be due to the failure of Parent to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the
Closing; provided, however, that the parties may mutually agree to one or more fifteen (15)-day extensions in the event of the failure is due to Permits in connection with the transactions
contemplated by this Agreement not being obtained on or before January 31, 2015;
(c) by FSH by written notice to Parent if:

(i) FSH is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty,
covenant or agreement made by Parent or Merger Sub pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such material breach,
inaccuracy or failure has not been cured by Parent or Merger Sub within ten (10) days of Parent’s or Merger Sub’s receipt of written notice of such breach from FSH; or
(ii) any of the conditions set forth in Section 7.01 or Section 7.03 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled on or before January
31, 2015, unless such failure shall be due to the failure of FSH to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the
Closing; provided, however, that the parties may mutually agree to one or more fifteen (15)-day extensions in the event of the failure is due to Permits in connection with the transactions
contemplated by this Agreement not being obtained on or before January 31, 2015; or
(d) by Parent or FSH if:

(i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Authority shall have
issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable; or

70
 (ii) if within twenty (20) days following the execution and delivery of this Agreement by all of the parties hereto, FSH shall not have delivered to Parent a copy of the executed
Written Consent evidencing receipt of the Requisite Member Vote.

Section 9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no
liability on the part of any party hereto except:
(a) as set forth in this Article IX and Article X hereof; and

(b) that nothing herein shall relieve any party hereto from liability for any breach of any provision hereof.

ARTICLE X
MISCELLANEOUS

Section 10.01 Member Representative.

(a) As a result of the approval of this Agreement and the transactions contemplated hereby by the Requisite Member Vote or by executing and delivering a Letter of Transmittal, each FSH
member shall have irrevocably authorized and appointed Member Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement
and the Pledge and Escrow Agreement and to take any and all actions and make any decisions required or permitted to be taken by Member Representative pursuant to this Agreement or the Pledge
and Escrow Agreement, including the exercise of the power to:
(i) give and receive notices and communications;

(ii) authorize delivery to Parent of Parent Common Stock in satisfaction of any amounts owed to Parent hereunder or in satisfaction of claims for indemnification made by Parent
hereunder;

(iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.10;

(iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VI
and Article VIII;
(v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and Article VIII;

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 (vi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Pledge and Escrow Agreement);

(vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Pledge and Escrow Agreement);

(viii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Member Representative in complying with its duties and
obligations; and
(ix) take all actions necessary or appropriate in the good faith judgment of Member Representative for the accomplishment of the foregoing.

Parent shall be entitled to deal exclusively with Member Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further
evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any FSH Member by Member Representative, and on any other action taken or purported to be
taken on behalf of any FSH Member by Member Representative, as being fully binding upon such Person. Notices or communications to or from Member Representative shall constitute notice to or
from each of the FSH Members. Any decision or action by Member Representative hereunder, including any agreement between Member Representative and Parent relating to the defense, payment
or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all FSH Members and shall be final, binding and conclusive upon each such Person. No FSH
Member shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and
severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or FSH Members, or by operation of Law, whether by death or other event.

(b) Member Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the FSH Members according to
each FSH Member’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Member Representative resign or be removed without the Majority Holders having first
appointed a new Member Representative who shall assume such duties immediately upon the resignation or removal of Member Representative. In the event of the death, incapacity, resignation or
removal of Member Representative, a new Member Representative shall be appointed by the vote or written consent of the Majority

72
Holders. Notice of such vote or a copy of the written consent appointing such new Member Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated
in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Entity shall be entitled to rely on the decisions and
actions of the prior Member Representative as described in Section 10.01(a) above.

(c) Member Representative shall not be liable to the FSH Members for actions taken pursuant to this Agreement or the Pledge and Escrow Agreement, except to the extent such actions shall
have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted
pursuant to the advice of counsel, accountants and other professionals and experts retained by Member Representative shall be conclusive evidence of good faith). The FSH Members shall severally
and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Member Representative from and against, compensate it for, reimburse it for and pay any and all losses,
liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Member Representative under this
Agreement and the Pledge and Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated
that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Member Representative, Member Representative shall
reimburse the FSH Members the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be
satisfied by Member Representative on behalf of the FSH Members.

Section 10.02 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have
occurred.

Section 10.03 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when
delivered by hand (with written confirmation of receipt); (b) when

73
received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if
sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or
registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 10.03):

If to FSH: Family Security Holdings, LLC

3601 N. I-10 Service Rd. West
Metairie, LA 70002

Facsimile: 504-324-2065

E-mail: [email protected]

Attention: Michael T. Gray, Chairman

with a copy to: Fishman Haygood Phelps Walmsley Willis & Swanson, L.L.P.
201 St. Charles Ave., 46th Floor
New Orleans, Louisiana 70170

Facsimile: 504-310-0257

E-mail: [email protected]

Attention: John D. Werner

If to Parent or Merger Sub: United Insurance Holdings Corp.

360 Central Ave., Suite 900
St. Petersburg, Florida 33701

Facsimile: 727.280.4168

E-mail: [email protected]

Attention: Kimberly A. Salmon, General Counsel & Chief Legal Officer

74
with a copy to: Squire Patton Boggs (US) LLP
41 South High Street, Suite 2000
Columbus, Ohio 43215

Facsimile: 614.365.2499

E-mail: [email protected]

Attention: Patrick J. Dugan

If to Member Representative: FSH Representative, LLC

3601 N. I-10 Service Rd. West
Metairie, LA 70002

Facsimile: 504-324-2065

E-mail: [email protected]

Attention: Michael T. Gray, Manager

with a copy to: Fishman Haygood Phelps Walmsley Willis & Swanson, L.L.P.
201 St. Charles Ave., 46th Floor
New Orleans, Louisiana 70170

Facsimile: 504-310-0257

E-mail: [email protected]

Attention: John D. Werner

Section 10.04 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b)
the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein:
(x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or
other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute
means such statute as amended from time to time and includes any successor legislation thereto and any regulations

75
promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any
instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth
verbatim herein.

Section 10.05 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.06 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is
invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.07 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter
contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency
between the statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the
Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.08 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall
relieve the assigning party of any of its obligations hereunder.

76
 Section 10.09 No Third-party Beneficiaries. Except as provided in Section 5.13, Section 5.14, Section 6.03 and Article VIII, this Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.10 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Parent, Merger Sub and
FSH at any time prior to the Effective Time; provided, however, that after the Requisite Member Vote is obtained, there shall be no amendment or waiver that, pursuant to applicable Law, requires
further approval of the FSH Members, without the receipt of such further approvals. Any failure of Parent or Merger Sub, on the one hand, or FSH, on the other hand, to comply with any obligation,
covenant, agreement or condition herein may be waived by FSH (with respect to any failure by Parent or Merger Sub) or by Parent or Merger Sub (with respect to any failure by FSH), respectively,
only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 10.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE DELAWARE COURT OF CHANCERY,
AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS,
SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT,
ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY

77
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE
AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF
A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11(C).

Section 10.12 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof
and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the
same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

FAMILY SECURITY HOLDINGS, LLC

By /s/ Michael T. Gray

Name: Michael T. Gray
Title: Chairman

UNITED INSURANCE HOLDINGS CORP.

By /s/ Kimberly A. Salmon

Name: Kimberly A. Salmon
Title: General Counsel and Corporate Secretary

UPC MERGER SUB, LLC

By /s/ Kimberly A. Salmon

Name: Kimberly A. Salmon
Title: General Counsel and Corporate Secretary

FSH MEMBER REPRESENTATIVE, LLC,

solely in its capacity as Member Representative

By /s/ Michael T. Gray

Name: Michael T. Gray
Title: Sole Member

79
 Exhibit A

Form of Pledge and Escrow Agreement

 Exhibit B

Form of Letter of Transmittal

 EXHIBIT 10.7

PROPERTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT
Effective: June 1, 2014

issued to

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida
including any and/or all companies that are or hereafter become affiliated therewith
 TABLE OF CONTENTS

1. BUSINESS COVERED 1
2. DEFINITIONS 1
3. TERM 3
4. TERRITORY 4
5. EXCLUSIONS 4
6. SPECIAL ACCEPTANCE 6
7. RETENTION AND LIMIT 6
8. FLORIDA HURRICANE CATASTROPHE FUND 7
9. OTHER REINSURANCE 8
10. LOSS NOTICES AND SETTLEMENTS 8
11. PREMIUM 8
12. SALVAGE AND SUBROGATION 9
13. OFFSET 9
14. LATE PAYMENTS 9
15. LIABILITY OF THE REINSURER 10
16. NET RETAINED LINES 10
17. FUNDING OF RESERVES 10
18. ACCESS TO RECORDS 12
19. CONFIDENTIALITY 12
20. ERRORS AND OMISSIONS 13
21. CURRENCY 13
22. TAXES 13
23. FEDERAL EXCISE TAX 13
24. INSOLVENCY 13
25. ARBITRATION 14
26. SERVICE OF SUIT 16
27. RUN-OFF REINSURERS 16
28. SEVERABILITY 17
29. GOVERNING LAW 17
30. AGENCY 17
31. ENTIRE AGREEMENT 17
32. MODE OF EXECUTION 18
33. INTERMEDIARY 18

ATTACHMENTS
Schedule A
Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance (USA)
Terrorism Exclusion
 PROPERTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
Effective: June 1, 2014
(hereinafter referred to as the “Contract”)

issued to

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida
including any and/or all companies that are or hereafter become affiliated therewith
(hereinafter referred to collectively as the “Company”)

by

THE SUBSCRIBING REINSURER(S)

EXECUTING THE INTERESTS AND LIABILITIES
AGREEMENT(S) ATTACHED HERETO
(hereinafter referred to as the “Reinsurer”)

ARTICLE 1 - BUSINESS COVERED

By this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the Company under its policies, contracts and binders of insurance or reinsurance (hereinafter called “Policies”) in force at the effective time and
date hereof or issued or renewed at or after that time and date, covering business classified by the Company as Property business, including but not limited to Homeowners and Condominium Owners, and including business assumed by the
Company in connection with depopulation of Policies from Citizens Property Insurance Corporation and/or from Texas Windstorm Insurance Association, subject to the terms, conditions and limitations set forth herein and in Schedule A,
attached to and forming part of this Contract.

ARTICLE 2 - DEFINITIONS

A. “Ultimate Net Loss” as used herein shall be defined as the sum or sums (including Loss in Excess of Policy Limits, Extra Contractual Obligations, Loss Adjustment Expense, as hereinafter defined, and any Loss Adjustment
Expense/fair rental value unrecoverable from the FHCF) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims after deduction of all salvage, all recoveries
and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's Ultimate Net Loss has been
ascertained.

B. “Loss in Excess of Policy Limits” and “Extra Contractual Obligations” as used herein shall be defined as follows:

1. “Loss in Excess of Policy Limits” shall mean 90% of any amount paid or payable by the Company in excess of its Policy limits, but otherwise within the terms of its Policy, such loss in excess of the Company's Policy
limits having been incurred because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action.

2. “Extra Contractual Obligations” shall mean 90% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise
from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or
actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal
consequent

1
 upon such an action. An Extra Contractual Obligation shall be deemed, in all circumstances, to have occurred on the same date as the loss covered or alleged to be covered under the Policy.

Notwithstanding anything stated herein, this Contract shall not apply to any Loss in Excess of Policy Limits or any Extra Contractual Obligation incurred by the Company as a result of final legal adjudication of a fraudulent and/or
criminal act by any officer or director of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of
any claim covered hereunder. Further, it is understood that Loss Adjustment Expense in connection with Extra Contractual Obligations and/or Loss in Excess of Policy Limits shall be covered under this Contract in the same
manner as other Loss Adjustment Expense.

Savings Clause (Applicable only if the Subscribing Reinsurer is domiciled in the State of New York): In no event shall coverage be provided to the extent that such coverage is not permitted under New York law.

C. “Loss Adjustment Expense” as used herein shall be defined as all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or
appeal of a specific claim, regardless of how such costs and expenses are allocated for statutory reporting purposes, including but not limited to court costs and costs of supersedeas and appeal bonds, and including but not limited
to a) pre-judgment interest, unless included as part of the award or judgment; b) post-judgment interest; c) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto; d) monitoring
counsel expenses; and e) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned
to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include salaries and expenses of employees, other than (e) above, and office and other overhead expenses.

D. “Loss Occurrence” as used herein shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area
of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses
sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term “Loss Occurrence” shall be further defined as follows:

1. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 120 consecutive hours arising out of
and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.

2. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours arising out of and directly
occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an
assured's premises by strikers, provided such occupation commenced during the aforesaid period.

3. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph A) and fire following directly occasioned by the earthquake,
only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's “Loss Occurrence.”

4. As regards “freeze,” only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks or freezing and/or melting snow or sleet) may be included in
the Company's “Loss Occurrence.”

The Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by
the Company arising out of that disaster, accident or loss.

Only one period of consecutive hours shall apply with respect to one event, except that, as respects those “Loss Occurrences” referred to in subparagraph 2 of paragraph A above, if the disaster, accident or loss occasioned
by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or

2
 more “Loss Occurrences,” provided that no two periods overlap and no individual loss is included in more than one such period, and provided that no period commences earlier than the date and time of the occurrence of the first
recorded individual loss sustained by the Company arising out of that disaster, accident or loss.

It is understood that losses arising from a combination of two or more perils as a result of the same event shall be considered as having arisen from one “Loss Occurrence.” Notwithstanding the foregoing, the hourly
limitations as stated above shall not be exceeded as respects the applicable perils and no single “Loss Occurrence” shall encompass a time period greater than 168 consecutive hours.

E. “Term of this Contract” as used herein shall be defined as the period from 12:01 a.m., Eastern Time, June 1, 2014, until 12:01 a.m., Eastern Time, June 1, 2015. However, if this Contract is terminated, “Term of this Contract” as
used herein shall mean the period from 12:01 a.m., Eastern Time, June 1, 2014, until the effective time and date of termination if this Contract is terminated on a cutoff basis, or through the end of the runoff period if this Contract
is terminated on a runoff basis.

ARTICLE 3 - TERM

A. This Contract shall become effective at 12:01 a.m., Eastern Time, June 1, 2014, with respect to losses arising out of Loss Occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Eastern
Time, June 1, 2015, unless earlier terminated in accordance with the provisions of this Contract.

B. If any Loss Occurrence covered hereunder is in progress at the end of any Contract Year, the Reinsurer's liability hereunder for such Contract Year shall, subject to the other terms and conditions of this Contract, be determined as if
the entire Loss Occurrence had occurred prior to the end of the Contract Year, provided that no part of such Loss Occurrence is claimed against any subsequent Contract Year hereunder or renewal or replacement of this Contract.

C. Notwithstanding the provisions of paragraph A above, the Company may require the Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article and/or may reduce or terminate a
Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur:

1. The Subscribing Reinsurer's (or the Subscribing Reinsurer’s parent or holding company’s) Policyholders' surplus (or its equivalent under the Subscribing Reinsurer's [or the Subscribing Reinsurer’s parent or holding
company’s] accounting system) as reported in such financial statements of the Subscribing Reinsurer (or the Subscribing Reinsurer’s parent or holding company) as designated by the Company, has been reduced by 20.0%
of the amount of surplus (or the applicable equivalent) at any date during the prior 12-month period (including the 12-month period prior to the inception of this Contract); or

2. The Subscribing Reinsurer's A.M. Best's financial strength rating has been assigned or downgraded below A- and/or its Standard & Poor's financial strength rating has been assigned or downgraded below A-; or

3. The Subscribing Reinsurer has become (or has announced its intention to become) merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations
previously; or

4. A State Insurance Department or other legal authority having jurisdiction over the Reinsurer has ordered the Subscribing Reinsurer to cease writing business; or

5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision, administration, winding-up or under a scheme of arrangement or similar proceedings (whether voluntary or
involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent
known by whatever name, to take possession of its assets or control of its operations; or

6. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or

3
 7. The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business; or

8. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or

9. The Subscribing Reinsurer fails, for any reason, to comply with the provisions of the Funding of Reserves Article within the time period(s) prescribed in such Article; or

10. There is a severance or obstruction of free and unfettered communication and/or normal commercial and/or financial intercourse between the United States of America and the country in which the Subscribing Reinsurer is
incorporated or has its principal office, as a result of war, currency regulations or any circumstances arising out of political, financial or economic uncertainty.

The effective date of reduction or termination shall be the date specified in the Company's written notice of reduction or termination; however such date shall not be earlier than the date of public announcement as respects the
earliest applicable trigger, or if there is no date of public announcement as respects the applicable trigger, the date the written notice of reduction or termination is sent to the Subscribing Reinsurer. The Reinsurer shall notify the
Company as promptly as possible upon the occurrence of any of the events set forth in subparagraphs 1 through 10 above.

D. Additionally, in the event of any of the circumstances listed in paragraph C above, the Company shall have the option to commute the Subscribing Reinsurer's liability for losses arising under Policies subject to this Contract. In the
event the Company and the Subscribing Reinsurer cannot agree on the net present value of the Subscribing Reinsurer's liability under such Policies, they shall appoint an independent actuary to assess such liability and shall share
equally any expense of any such actuary. If the Company and the Subscribing Reinsurer cannot agree on an independent actuary, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the
other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of
liability arising from the Subscribing Reinsurer's participation under this Contract.

E. If the Company elects to reduce or terminate a Subscribing Reinsurer's participation percentage in accordance with the provisions of paragraph C above, the Subscribing Reinsurer shall have no liability, as respects such reduced or
terminated share, for losses arising out of Loss Occurrences commencing after the effective date of reduction or termination. Further, the reinsurance premium, including the minimum premium, if applicable, due for any Contract
Year hereunder shall be prorated based on the Subscribing Reinsurer's period of participation for the Contract Year and shall be paid as promptly as possible after the final Adjusted Premium is determined hereunder.

F. The Company's option to require commutation as set forth under paragraph D above shall survive the termination or expiration of this Contract.

G. The Company's waiver of any rights provided in this Article is not a waiver of that right or other rights at a later date.

H. Notwithstanding the expiration or termination of this Contract or the Reinsurer's participation hereunder, the provisions of this Contract will continue to apply to all obligations and liabilities of the parties incurred hereunder to the
end that all such obligations and liabilities will be fully discharged and performed.

ARTICLE 4 - TERRITORY

The territorial limits of this Contract shall follow the Company's Policies.

ARTICLE 5 - EXCLUSIONS

A. This Contract does not apply to and specifically excludes the following:

1. Reinsurance assumed, except as respects the following:

a. Business assumed as a result of the depopulation of the Citizens Property Insurance Corporation and

4
 any successor organization of this entity and/or the Texas Windstorm Insurance Association; and/or

b. Any business assumed from private carriers as a result of depopulations; and/or

c. Intercompany reinsurance between the Company and its affiliates; and/or

d. Reinsurance assumed by the Company where the Policies involved are to be reissued as Policies of the Company at the next anniversary or expiration.

2. Financial guarantee and/or insolvency.

3. Third party liability and medical payments business.

4. Liability as a member, subscriber or reinsurer of any pool, syndicate or association and any combination of insurers or reinsurers formed for the purpose of covering specific perils, specific classes of business or for the
purpose of insuring risks located in specific geographical areas and any assessments from Citizens Property Insurance Company and any successor organization of this entity.

5. All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency Fund” includes any guaranty
fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of
any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt,
charge, fee or other obligation in whole or in part.

6. Loss or liability from any pool, association or syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund.

7. All Accident and Health, Fidelity, Surety, Boiler and Machinery, Workers' Compensation and Credit business.

8. All Ocean Marine business.

9. Flood and/or earthquake when written as such, but only as respects those Policies issued in the State of Florida.

10. Difference in Conditions insurances and similar kinds of insurances, however styled, insofar as they may provide coverage for losses from the following causes:

a. Flood, surface water, waves, tidal water or tidal waves, overflow of streams or other bodies of water or spray from any of the foregoing, all whether wind-driven or not, except when covering property in transit;
or

b. Earthquake, landslide, subsidence or other earth movement or volcanic eruption, except when covering property in transit.

11. Mortgage Impairment insurances and similar kinds of insurances, however styled.

12. All Automobile business.

13. Loss or damage directly or indirectly occasioned by, happening through or in consequences of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution,
insurrection, military or usurped power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority.

14. Loss and/or damage and/or costs and/or expenses arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude any payment of the cost
of removal of debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25% of the Company's property loss under the applicable original Policy.

5
 15. Nuclear risks as defined in the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance” attached to and forming part of this Contract.

16. All liability arising out of mold, spores and/or fungus but this exclusion shall not apply to those losses which follow as a direct result of a loss caused by a peril otherwise covered hereunder.

17. Terrorism, in accordance with the “Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c” attached to and forming part of this Contract.

18. As respects Coverages C and D of the Retention and Limit Article, losses arising from Invest 91L

B. The Reinsurer shall not be required to provide cover or pay any claim or provide any benefit hereunder that would cause the Reinsurer to be in violation of any applicable trade or economic sanctions, laws or regulations.

C. Should any judicial, regulatory or legislative entity having legal jurisdiction invalidate any exclusion on the Company's Policy, any amount of loss for which the Company is liable because of such invalidation will not be excluded
hereunder.

D. The exclusions set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17, shall not apply when they are merely incidental to the main operations or exposures of the insured, provided such main
operations or exposures are also covered by the Company and are not themselves excluded from the scope of this Contract. The Company will be the sole judge of what is “incidental.”

E. Should the Company, by reason of an inadvertent act, error or omission, be bound to afford coverage excluded hereunder or should an existing insured extend its operations to include coverage excluded hereunder, the Reinsurer
shall waive the exclusion(s) set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17. The duration of said waiver shall not extend beyond the time that notice of such coverage has been received
by the responsible underwriting authority of the Company plus the minimum time period thereafter for the Company to terminate such coverage.

ARTICLE 6 - SPECIAL ACCEPTANCE

The Company may submit to the Reinsurer for special acceptance business not covered by this Contract. Such business, if accepted by the Reinsurer, shall be covered hereunder, and shall be subject to the terms and conditions of this
Contract, except as otherwise modified by such special acceptance. The Reinsurer shall be deemed to have accepted a risk if it has not responded within five business days after receipt of the request for special acceptance. Any business
covered by special acceptance under the reinsurance contract being replaced by this Contract will be automatically covered hereunder. Further, in the event a Subscribing Reinsurer becomes a party to this Contract subsequent to the special
acceptance of any business not normally covered hereunder, the Subscribing Reinsurer will be deemed to have accepted such business for coverage hereunder.

ARTICLE 7 - RETENTION AND LIMIT

A. Coverage A - First Excess Layer

The Company shall retain and be liable for the first $25,000,000 of Ultimate Net Loss arising out of each Loss Occurrence commencing during the Term of this Contract. The Reinsurer shall then be liable for the amount by which
such Ultimate Net Loss exceeds $25,000,000, but the liability of the Reinsurer shall not exceed $100,000,000 in the aggregate for Loss Occurrences commencing during the Term of this Contract.

B. Coverage B - Second Excess Layer

The Company shall retain and be liable for the first $25,000,000 of Ultimate Net Loss arising out of each Loss Occurrence commencing during the Term of this Contract. The Reinsurer shall then be liable for the amount by which
such Ultimate Net Loss exceeds $25,000,000, but the liability of the Reinsurer shall not exceed $125,000,000 in the aggregate for Loss Occurrences commencing during the Term of this Contract, and recoveries under Coverage A
shall inure to the benefit of Coverage B when calculating Coverage B Reinsurer liabilities.

C. Coverage C - Third Excess Layer

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 The Company shall retain and be liable for the first $25,000,000 of Ultimate Net Loss arising out of each Loss Occurrence commencing during the Term of this Contract. The Reinsurer shall then be liable for the amount by which
such Ultimate Net Loss exceeds $25,000,000, but the liability of the Reinsurer shall not exceed $150,000,000 in the aggregate for Loss Occurrences commencing during the Term of this Contract, and recoveries under Coverage A
and Coverage B shall inure to the benefit of Coverage C when calculating Coverage C Reinsurer liabilities.

D. Coverage D - Fourth Excess Layer

The Company shall retain and be liable for the first $25,000,000 of Ultimate Net Loss arising out of each Loss Occurrence commencing during the Term of this Contract. The Reinsurer shall then be liable for the amount by which
such Ultimate Net Loss exceeds $25,000,000, but the liability of the Reinsurer shall not exceed $150,000,000 in the aggregate for Loss Occurrences commencing during the Term of this Contract, and recoveries under Coverage A,
Coverage B and Coverage C shall inure to the benefit of Coverage D when calculating Coverage D Reinsurer liabilities.

E. In the event a Loss Occurrence results in Ultimate Net Loss recoverable under more than one Coverage Section hereunder, it is understood that the Company shall retain the $25,000,000 retention only once for each such Loss
Occurrence.

ARTICLE 8 - FLORIDA HURRICANE CATASTROPHE FUND

A. The Company shall purchase mandatory coverage from the Florida Hurricane Catastrophe Fund (hereinafter referred to as the “FHCF”) as follows:

1. As respects the First Contract Year, the provisional limit and retention shall be the following:

90% of $616,868,000 excess of $230,760,000 (hereinafter referred to as the “Mandatory Layer”)

2. As respects the Second Contract Year, the Company will send the Reinsurer written notice as promptly as possible setting forth the provisional retention and limit purchased by the Company for mandatory coverage from
the FHCF for the Second Contract Year.

The provisional limits and retentions for each Contract Year may increase or decrease in accordance with the provisions of the reimbursement contract between the Company and the State Board of Administration of the State of
Florida (hereinafter referred to as the “SBA”) for the applicable Contract Year.

B. Any loss reimbursement paid or payable to the Company for the Mandatory Layer provided by the FHCF and resulting from Loss Occurrences commencing during the any Contract Year, shall inure to the benefit of this Contract
whether collectible or not, and shall be deemed paid to the Company in accordance with the reimbursement contract between the Company and the SBA at the projected payout multiple set forth therein as of the date hereof
(calculated based on a claims paying capacity of the FHCF of $17,000,000,000 and will be deemed not to be reduced by any subsequent recalculation of the projected payout multiple or the final payout multiple due to any
reduction or exhaustion of the FHCF's claims-paying capacity).

C. Prior to final calculation of the Company's FHCF retention and payout for any Contract Year for the Mandatory Layer coverage provided by the reimbursement contract between the Company and the SBA, the Reinsurer's liability
for the Contract Year will be calculated provisionally based on the projected FHCF payout for the Contract Year and in accordance with paragraphs A and B above. Following the FHCF's final calculation of the payout for the
Contract Year for the Mandatory Layer provided by the reimbursement contract, the Ultimate Net Loss for the Contract Year will be recalculated. If, as a result of such calculation, the loss to the Reinsurer hereunder in any one
Loss Occurrence is less than the amount previously paid by the Reinsurer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer hereunder in any one Loss Occurrence is greater than the
amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company.

D. If an FHCF reimbursement amount is based on the Company's losses in more than one Loss Occurrence commencing during any Contract Year and the FHCF does not designate the amount allocable to each Loss Occurrence, the
FHCF reimbursement amount shall be prorated in the proportion that the Company's losses in each Loss Occurrence bear to the
 Company's total losses arising out of all Loss Occurrences during the Contract Year to which the FHCF reimbursement applies.

ARTICLE 9 - OTHER REINSURANCE

The Company shall be permitted to carry other reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract.
ARTICLE 10 - LOSS NOTICES AND SETTLEMENTS

A. Whenever losses sustained by the Company appear likely, in the Company's opinion, to result in a claim hereunder, the Company shall notify the Reinsurer.

B. The Company alone and in its sole discretion shall adjust, settle or compromise all claims and losses hereunder.

C. Loss payments, whether made by the Company as a result of adjustment, settlement or compromise, provided they are within the terms of this Contract, shall be binding on the Reinsurer. The Reinsurer shall pay within 10 business
days to the Company its share of amounts due upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company.

ARTICLE 11 - PREMIUM

A. As provisional premium for the reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer a Deposit Premium for each excess layer of the amount, shown as Deposit Premium for that excess layer in
Schedule A attached hereto, in three installments. Each of the first three installments shall be an amount equal to 25.0% of the Deposit Premium for that excess layer, and is due on July 1 and October 1 of 2014, and January 1,
2015. However, in the event this Contract is terminated, there shall be no deposit premium installments due after the effective date of termination.

B. No later than April 1, 2015 (or as promptly as possible following the date of termination in the event this Contract is terminated prior to April 1, 2015), the Company shall provide a report to the Reinsurer setting forth the Adjusted
Premium due hereunder for each excess layer, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly.

C. “Adjusted Premium” as used herein shall be determined as follows:

1. The Company's Adjusted Premium for each excess layer will be equal to the amount, shown as Deposit Premium for that excess layer in Schedule A attached hereto provided the Adjusted TIV is greater than or equal to
90% of Provisional TIV, but not greater than 110% of Provisional TIV.

2. However, in the event:

a. Adjusted TIV is greater than 110% of Provisional TIV, the Company's Adjusted Premium will equal the percentage, shown as Premium Rate for that excess layer in Scheule A attached hereto, applied to the
Company's Adjusted TIV, less 10% of the amount shown as Deposit Premium for that excess layer in Schedule A attached hereto; or

b. Adjusted TIV is less than 90% of Provisional TIV, the Company's Adjusted Premium will be equal to the greater of the following:

i. The amount, shown as “Minimum Premium” for that excess layer in Schedule A attached hereto; or

ii. The percentage, shown as “Premium Rate” for that excess layer in Schedule A attached hereto, applied to the Company’s Adjusted TIV, plus 10% of the amount shown as “Deposit Premium” for that
excess layer in Schedule A attached hereto.

The term “Adjusted TIV” as used herein shall mean the Company's total insurance values for business reinsured hereunder (as set forth in the Business Covered Article), in force at September 30, 2014. “Provisional TIV” shall
equal

8
 $97405,565,000.

ARTICLE 12 - SALVAGE AND SUBROGATION

A. The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company) on account of claims and settlements involving reinsurance hereunder. Recoveries therefrom
shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to
enforce its rights to salvage and subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights, provided it is economically reasonable, in the Company's
opinion, to do so.

B. The expense incurred by the Company in pursuing any such reimbursement or recovery (excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer) shall be borne by each party in
proportion to its benefit (if any) from the recovery. If the recovery expense exceeds the amount recovered, the amount recovered (if any) shall be applied to the reimbursement of recovery expense incurred by the Company, and the
remaining expense as well as any originally incurred Loss Adjustment Expense shall be included in the Company’s Ultimate Net Loss.

ARTICLE 13 - OFFSET

The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums or losses or otherwise, due from one party to the other under the terms and conditions of this Contract; provided,
however, that in the event of the insolvency of a party hereto, offsets shall be allowed only in accordance with applicable statutes and regulations.

ARTICLE 14 - LATE PAYMENTS

A. The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. However, any Subscribing Reinsurer that has its share terminated in accordance with the
provisions of paragraph C of the Term Article shall not be allowed to implement the provisions of this Article against the Company.

B. In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (hereinafter referred to as the “Intermediary”) by the payment due date, the party to whom
payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day
of each month as follows:

1. The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times

2. 1/365th of the U.S. prime rate as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made, plus 3%; times

3. The amount past due, including accrued interest.

It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.

C. The establishment of the due date shall, for purposes of this Article, be determined as follows:

1. As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given
payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment.

2. Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received
within the 10 business days, interest will accrue on the payment or amount overdue in accordance with paragraph

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 B of this Article, from the date the proof of loss or demand for payment was transmitted to the Reinsurer.

3. As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. In the
event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked.

D. For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary.

E. Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of
any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on
the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above
unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor
party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article.

ARTICLE 15 - LIABILITY OF THE REINSURER

A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers, interpretations and modifications of the Company's Policies
and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.

B. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract.

ARTICLE 16 - NET RETAINED LINES

A. This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the benefit of the Company), and in calculating the amount
of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be
included.

B. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts
which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.

ARTICLE 17 - FUNDING OF RESERVES

(Applies to each Subscribing Reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company’s reserves and/or at the option of the Company in the event any of the triggers set
forth in paragraph C of the Term Article occur.)

A. As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for unearned
premium or losses covered hereunder, or any other outstanding balances which it shall be required by law to set up, it will forward to the Reinsurer a statement showing the proportion of such reserves which is applicable to the
Reinsurer. The Reinsurer hereby agrees to fund its share of any unearned premium (including, but not limited to, the unearned portion of any deposit premium installment as determined by the Company), known outstanding losses
and Loss Adjustment Expense that have been reported to the Reinsurer, losses and Loss Adjustment Expense paid by the Company but not recovered from the Reinsurer, including all case reserves plus any reasonable amount
estimated to be unreported from known Loss Occurrences, plus any other outstanding balances owed to the Company (hereinafter referred to as “Reinsurer

10
 Obligations”) by funds withheld, cash advances, Letter of Credit or a Trust Agreement which meets the requirements of the Florida Insurance Laws and Regulations and are acceptable to the Company. The Reinsurer shall have the
option to fund in another manner if the method and form thereof is acceptable to the Company and the insurance regulatory authorities having jurisdiction over the Company’s reserves.

As respects a reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company’s reserves, it is understood that any funding required of such reinsurer as set forth
above shall not be greater than the amount of funding required by the insurance regulatory authorities having jurisdiction over the Company’s reserves.

B. When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank meeting the NAIC Securities Valuation
Office credit standards for issuers of Letters of Credit and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company’s reserves in an amount equal to the Reinsurer’s Obligations.
Such Letter of Credit shall be issued for a period of not less than one year, and shall contain an “evergreen” clause, which automatically extends the term for one year from its date of expiration or any future expiration date, unless
30 days (or 60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of
Credit extended for any additional period.

C. The Reinsurer and the Company agree that the Letters of Credit or other funding provided by the Reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this
Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless
otherwise provided for in a separate Trust Agreement:

1. To reimburse the Company for the Reinsurer’s Obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;

2. To make refund of any sum which is in excess of the actual amount required to pay the Reinsurer’s Obligations (or in excess of 102% of the Reinsurer’s Obligations if funding is provided by a Trust Agreement) under this
Contract;

3. To fund an account with the Company for the Reinsurer’s Obligations. Such cash deposit shall be held in an interest bearing account separate from the Company’s other assets, and interest thereon not in excess of the U.S.
prime rate shall accrue to the benefit of the Reinsurer;

4. To pay the Reinsurer’s share of any other amounts the Company claims are due under this Contract.

All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the Reinsurer. In the event the amount drawn by the Company is in excess of the actual amount required for (1) or (3),
or in the case of (4), the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn.

D. The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the
order of properly authorized representatives of the Company.

E. At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the Reinsurer’s Obligations, for the sole purpose of amending the Letter of Credit or
other method of funding, in the following manner:

1. If the statement shows that the Reinsurer’s Obligations exceed the balance of the Letter of Credit as of the statement date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the
Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. Should another method of funding be used, the Reinsurer shall increase such funding by the amount of
the difference set forth in the statement within 30 days after receipt of the statement.

2. If, however, the statement shows that the Reinsurer’s Obligations are less than the balance of the Letter of Credit (or that 102% of the Reinsurer’s Obligations are less than the Trust Account balance if funding is provided
by

11
 a Trust Agreement) as of the statement date, the Company shall, within 30 days after receipt of written request from the Reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit
reducing the amount of credit available by the amount of such excess credit. Should another method of funding be used, the Company shall decrease such funding by the amount of the difference set forth in the statement
within 30 days after receipt of the statement.

F. Should the Subscribing Reinsurer be in breach of its obligations under this Article, or any Trust Agreement that the Subscribing Reinsurer enters into to collateralize the Reinsurer’s Obligations hereunder, notwithstanding anything
to the contrary elsewhere in this Contract, including but not limited to the Arbitration Article, the Company may seek immediate relief in respect of said breach from any court sitting in Pinellas County, Florida having competent
jurisdiction of the parties hereto or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company, and the parties consent to jurisdiction of such court. The Subscribing Reinsurer
agrees that in addition to obeying the order of such court, it will bear all costs, including reasonable attorneys’ fees and court costs, incurred by the Company in seeking the relief sought from such breach. In the alternative, at the
sole discretion of the Company, the Company may elect to demand arbitration of such dispute pursuant to the provisions of the Arbitration Article hereunder.

ARTICLE 18 - ACCESS TO RECORDS

The Reinsurer or its duly appointed representative shall have access to the books and records of the Company on matters relating to this reinsurance upon reasonable advance written notice to the Company and at reasonable times during
the regular business hours of the Company, at the location where such books and records are maintained in the ordinary course of business, for the purpose of obtaining information concerning this Contract or the subject matter thereof.
However, the Reinsurer shall have such access only if it is current in all undisputed payments due to the Company in accordance with the provisions of this Contract. It is understood that reasonable advance written notice shall not be less
than five business days. The Reinsurer may make copies of records of the Company related to this Contract, but at the Reinsurer's sole expense.

ARTICLE 19 - CONFIDENTIALITY

A. The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or through an authorized agent, during the course of negotiation,
administration, and performance of this Contract (hereinafter referred to as “confidential information”) are proprietary and confidential to the Company. Confidential information shall not include documents, information or data
that the Reinsurer can show:

1. Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;

2. Have been rightfully received from a third person without obligation of confidentiality; or

3. Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.

B. Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:

1. When required by retrocessionaires subject to the business ceded to this Contract;

2. When required by regulators performing an audit of the Reinsurer's records and/or financial condition;

3. When required by external auditors performing an audit of the Reinsurer's records in the normal course of business; or

4. When required by courts or arbitrators in connection with an actual or potential dispute hereunder.

Further, the Reinsurer agrees not to use any confidential information for any purpose not related to the performance of its obligations or enforcement of its rights under this Contract.

C. Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the confidential information, the Reinsurer agrees to provide the
Company

12
 with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article.

D. The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns.

ARTICLE 20 - ERRORS AND OMISSIONS

Inadvertent delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided
always that such error or omission is rectified as soon as possible after discovery.

ARTICLE 21 - CURRENCY

A. Whenever the word “Dollars” or the “$” sign appears in this Contract, it shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars.

B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.

ARTICLE 22 - TAXES

In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the
United States of America or the District of Columbia.

ARTICLE 23 - FEDERAL EXCISE TAX

A. The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such
premium is subject to the Federal Excise Tax.

B. In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from
the United States Government.

ARTICLE 24 - INSOLVENCY

A. If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company.

B. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the
liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the
liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give
written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such
claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where
such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable,
subject to the approval of the Court, against the Company

13
 as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such
expense had been incurred by the Company.

D. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory
successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee or other party as more specifically limited by any statute or regulation
applicable hereto, of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct
obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. However, the exceptions provided in (1) and (2) above shall apply only to the extent that
applicable statutes or regulations specifically permit such exceptions.

ARTICLE 25 - ARBITRATION

A. Binding Arbitration. Except as may be elected by the Company pursuant to paragraph F of the Funding of Reserves Article of this Contract, any dispute relating in any way to the formation, scope, implementation, performance or
enforcement of this Contract, or which arises out of or relates to this Contract, shall be resolved through binding arbitration in accordance with this Article. The provisions of this Article are intended to control in the event that
other provisions of this Contract or of any other contract are in conflict with the provisions of this Article. No provision of this Contract or of any other contract or understanding shall result in the provisions of this Article being
interpreted as being permissive or optional.

B. Initiation of Arbitration. To initiate arbitration, a party to this Contract shall notify the other party in writing by certified or registered mail, return receipt requested, of its desire to arbitrate. The notice shall refer to this Article of
the Contract and state the nature of the dispute and the remedy sought. The Party to which the notice is sent shall respond to it in writing within 10 business days after receipt thereof.

C. Arbitrator Appointment Process. The dispute shall be resolved by a panel of three arbitrators. Subject to the qualification requirements set forth in the following sections, each Party shall, by e-mail to the other Party or its counsel,
appoint one of the arbitrators within 30 days after the notification of initiation of arbitration is received. If a Party fails to appoint an arbitrator within such 30 days, the other Party may appoint the second arbitrator.

D. Umpire Selection Process. Within 30 calendar days after the date of the e-mail naming them as an arbitrator, the two party-appointed arbitrators shall each provide the other by e-mail the names of three candidates for the third
arbitrator, who shall act as umpire, chairing the arbitration panel. If a party-appointed arbitrator fails timely to provide such names, subject to the disqualification of candidates for conflicts disclosed on an umpire questionnaire, the
umpire may be selected by the party-appointed arbitrator who timely submitted umpire candidate names. Each named candidate shall be asked to complete and return, within 10 business days, a questionnaire similar to the Neutral
Selection Questionnaire found on the ARIAS-US website, such questionnaire being acceptable to the Company. If a candidate fails to return a fully completed umpire questionnaire postmarked in the 10 business days provided, the
name of that candidate shall be stricken from the list and not considered further. Any candidate whose responses in the questionnaire indicate a conflict of interest shall be disqualified from consideration as umpire, but may be
replaced by another candidate by the party which named the disqualified candidate within five business days. Substitute candidates shall be subject to the questionnaire process set forth above. If the party-appointed arbitrators do
not, within 20 business days of the return of the completed umpire questionnaires, agree on an umpire from among the persons named and not disqualified by the questionnaires, then within a further period of 10 business days,
each party-named arbitrator shall strike two names from those suggested by the other party-appointed arbitrator (or strike a lesser number if necessary to leave one name pending proposed by each Party), and the umpire shall be
selected from the remaining two candidates (one of whom being designated as the “even” candidate, and one the “odd” candidate), using the first digit to the left of the decimal point of the closing Dow industrial average on the
next business day (said digit being either “even” or “odd”), subject to the provisions of this Article.

E. Arbitrator Qualifications. Each of the two party-appointed arbitrators (1) shall be a current or former officer of a property and casualty insurance or reinsurance company, (2) shall have not less than 10 years' experience with
property insurance or reinsurance, and (3) shall not be a current or former employee, officer, or director of a Party or any of their respective

14
 affiliates. The umpire (a) shall be a current or former officer of a property and casualty insurance or reinsurance company, (b) shall have not less than 10 years' experience in property and casualty insurance or reinsurance, and (c)
shall not be a current or former employee, officer, or director of a Party or any of their respective affiliates. If an appointed arbitrator or umpire dies, develops a conflict of interest, becomes disabled or is otherwise unable or
unwilling to serve, a substitute shall be selected in the same manner as the departing member was chosen, and the arbitration shall continue.

F. Place and Time; Procedure. Within 30 calendar days after both arbitrators and the umpire have been appointed or selected, the panel shall hold an organizational meeting to determine and notify the Parties of the procedure to be
filed, what discovery will be permitted and the date of the final hearing. The arbitration hearing and any pre-hearing conferences shall be held in St. Petersburg, Florida, on the date(s) fixed by the arbitrators, provided that the
arbitrators may call for pre-hearing conferences by means of teleconference or videoconference as they may deem appropriate. The arbitrators shall establish pre-hearing and hearing procedures as warranted by the facts and issues
of the dispute. The arbitrators may consider any relevant evidence and shall give the evidence such weight as they deem appropriate after consideration of any objections raised. Each Party may examine any witnesses who testify
at the arbitration hearing. The arbitrators may allow discovery limited to that discovery reasonably necessary to facilitate the effective presentation of the dispute to the arbitrators. If the arbitrators elect to allow discovery, they
shall distribute a discovery plan which shall set forth the scope of permissible discovery and the time frame during which discovery shall be conducted. All arbitration proceedings shall be conducted in the English language. The
arbitrators shall base their decision on the terms and conditions of this Contract and applicable law. The arbitrators shall decide all substantive and procedural issues by majority vote. The arbitration proceedings and the outcome
thereof shall be kept strictly confidential. The panel is empowered to grant interim relief as it may deem appropriate. If the reinsurance agreement is accompanied by any collateral requirements, the panel shall enforce the
collateral requirements pending the final hearing.

G. Costs. Each party shall bear the cost of the arbitrators appointed by it, and shall jointly and severally bear the cost of the umpire. The remaining costs of arbitration shall be allocated by the panel as part of its final award. The
arbitrators may not award attorneys' fees to any Party.

H. Award. The award of the arbitration panel shall be in writing and shall be binding upon the Parties. If either Party fails to carry out any aspect of the award, the other Party may seek enforcement of the award in a court of
competent jurisdiction, as specified in this Contract, under the Federal Arbitration Act.

I. Consolidation. Any claims asserted by a Party against the other Party with respect to this Contract or any agreement related to this Contract or the reinsurance program to which this Contract pertains shall be asserted in a single
arbitration proceeding, and it is agreed that if such claims are asserted in more than one arbitration proceeding, that the claims shall be consolidated in a single arbitration proceeding, to be heard by the first arbitration panel that is
appropriately selected and constituted. The Parties further agree that any arbitration under this Contract shall, at the sole option of either Party, be consolidated with any other arbitration relating to the reinsurance program to which
this Contract pertains.

J. Alternative Expedited Arbitration.

1. Notwithstanding the foregoing provisions of this Article, in the event an amount in dispute hereunder is $1,000,000 or less, the parties will submit to an expedited arbitration process with the use of a single arbitrator. The
arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society - U.S.
(ARIAS), using that organization's Enhanced Umpire Selection program, or any similar program, limiting the potential arbitrators to persons satisfying the qualifications set forth in paragraph E of this Article.

2. Each party's case will be submitted to the arbitrator within 100 calendar days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in
dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause.

3. Within 120 calendar days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. As the parties agree that time is of the essence, the sole arbitrator
does not have the authority to lengthen the schedule, absent agreement of both parties. The arbitrator will have all the powers conferred on the arbitration panel as hereinabove provided and the terms of this Article not
otherwise specifically altered by the terms of this paragraph J will apply.

15
ARTICLE 26 - SERVICE OF SUIT

(Applicable if the Subscribing Reinsurer is not domiciled in the United States of America, and/or is not authorized in any state, territory or district of the United States where authorization is required by insurance regulatory authorities)

A. This Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such
arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract.

B. The parties agree that the state and federal courts located in Pinellas County, Florida or state and federal courts having jurisdiction for disputes from Pinellas County, are the courts of competent personal and subject matter
jurisdiction and are the proper venue for any court proceedings permitted under this Article or under this Contract. The parties further agree not to assert, by way of motion, as a defense, or otherwise in any such proceeding, that
the venue of the suit is improper or that the agreement or the subject matter may not be enforced by such courts.

C. In the event the Reinsurer fails to pay any amount claimed to be due hereunder or otherwise fails to perform its obligations hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of the state or
federal courts in Pinellas County, Florida or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company. The Reinsurer will comply with all requirements necessary to give said
court jurisdiction and, in any suit instituted against the Reinsurer upon this Contract, will abide by the final decision of such court or of any appellate court in the event of an appeal.

D. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is
named therein, the Office of Insurance Regulation, Commissioner of Insurance for the State of Florida or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any
action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.

ARTICLE 27 - RUN-OFF REINSURERS

A. Run-off Subscribing Reinsurer as used herein shall mean a Subscribing Reinsurer that experiences one or more of the following circumstances:

1. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business or has been placed under regulatory supervision or in rehabilitation; or

2. The Subscribing Reinsurer has ceased all or substantially all of its underwriting operations; or

3. The Subscribing Reinsurer has transferred all or substantially all of its claims-paying authority to an unaffiliated entity; or

4. The Subscribing Reinsurer has assigned its interests or delegated its obligations under this Contract to an unaffiliated entity.

Notwithstanding the foregoing, the transfer of claims-paying authority or administration to a third party, if the Subscribing Reinsurer maintains control over claims settlement decisions, shall not constitute a transfer of
claims-paying authority for the purposes of subparagraphs 3 and 4 of this paragraph.

B. Notwithstanding any other provision of this Contract, in the event a Subscribing Reinsurer becomes a Run-off Subscribing Reinsurer at any time, the Company may elect, by giving written notice to the Run-off Subscribing
Reinsurer at any time thereafter, that all or any of the following shall apply to the Run-off Subscribing Reinsurer’s participation hereunder:

1. If the Run-off Subscribing Reinsurer does not pay a claim or raise a query concerning the claim within 30 days of billing, it shall be estopped from denying such claim and must pay immediately.

2. If payment of any claim has been received from Subscribing Reinsurers constituting at least 50% of the interests and liabilities of all Subscribing Reinsurers who participated on this Contract and who are not classified as
Run-off Subscribing Reinsurers as of the due date, the Run-off Subscribing Reinsurer shall be estopped from denying
 such claim and must pay within 10 days following transmittal to the Run-off Subscribing Reinsurer of written notification of such payments.

3. Should the Run-off Subscribing Reinsurer refuse to pay claims as required by subparagraphs 1 and/or 2 above, the interest penalty specified in the Late Payments Article shall be increased by 1.0% for each 30 days that a
payment is past due, subject to a maximum increase of 7.0%, it being understood that in no event shall the maximum amount exceed the amount permitted by applicable law.

4. The Company may require the Run-off Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article or the Company may require that the Run-off Subscribing Reinsurer’s
liability for Loss Occurrences commencing during the term of this Contract be commuted. If the Company elects to commute, the parties shall agree on the commutation amount. If the parties fail to agree within 30 days
following the Company’s election of commutation, they shall appoint an actuary and/or appraiser to assess such liability and shall share equally the expense of the actuary and/or appraiser. If the Company and the Run-off
Subscribing Reinsurer fail to agree on an actuary and/or appraiser within 45 days following the Company’s election of commutation, the Company and the Run-off Subscribing Reinsurer shall each nominate three
individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. None of the actuaries and/or appraisers shall have a financial interest in, nor be a current or former employee of,
either of the parties to this Contract. The decision in writing of the actuary or appraiser shall be final and binding on both parties. The expense of the actuary or appraiser and of the commutation will be equally divided
between the two parties. The Run-off Subscribing Reinsurer shall promptly pay the amount so determined. Payment by the Run-off Subscribing Reinsurer of the commutation amount shall constitute a full and final release
of both parties under this Contract.

5. The provisions of the Offset Article shall not apply.

6. The provisions of the Arbitration Article shall not apply.

C. The Company’s waiver of any rights provided in this Article shall not constitute a future waiver of that right, or any other rights, of the Company under this Contract.

ARTICLE 28 - SEVERABILITY

If any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations or public policy of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of
any other provision of this Contract or the enforceability of such provision in any other jurisdiction.

ARTICLE 29 - GOVERNING LAW

This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Florida, exclusive of the rules with respect to conflicts of law.

ARTICLE 30 - AGENCY

If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured company(ies) for the purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes or remitting or receiving any monies due any party.

ARTICLE 31 - ENTIRE AGREEMENT

A. This Contract and any related trust agreement, letter of credit and/or special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder and there are no
understandings between the parties other than as expressed in this Contract.

B. Any change to or modification of this Contract shall be null and void unless made by an addendum signed by both parties.
ARTICLE 32 - MODE OF EXECUTION

A. This Contract (including any addenda thereto) may be executed by any of the following methods:

1. An original written ink signature of paper documents;

2. Facsimile or electronic copies of paper documents showing an original ink signature; and/or

3. Electronic signature technology employing computer software and a digital signature or digitizer pad to capture a person's handwritten signature in such a manner that the signature is unique to the person signing, is under
the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated.

B. The use of any of the any one or a combination of the methods set forth in paragraph A above shall constitute a valid execution of this Contract. This Contract may be executed in one or more counterparts, each of which, when
duly executed, shall be deemed an original.

ARTICLE 33 - INTERMEDIARY

TigerRisk Partners LLC is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including, but not limited to, notices, statements, premium, return premium, commissions, taxes,
losses, Loss Adjustment Expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through TigerRisk Partners LLC, 7601 France Avenue South, Suite 200, Edina, Minnesota 55435.
Payments by the Company to the Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to constitute payment to the Company only to the extent that such
payments are actually received by the Company.

IN WITNESS WHEREOF, the Company has confirmed its review of the Interests and Liabilities Agreement(s) attached to and forming part of this Contract and its agreement to be bound by the terms and conditions thereof, and has
executed this Contract by its duly authorized representative on:

this 29th day of May, in the year 2014.

/s/ John L. Forney

UNITED PROPERTY & CASUALTY INSURANCE COMPANY
 SCHEDULE A

attached to the

PROPERTY CATASTROPHE EXCESS OF LOSS

REINSURANCE CONTRACT
Effective: June 1, 2014

issued to

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida
including any and/or all companies that are or hereafter become affiliated therewith

First Excess Second Excess Third Excess Fourth Excess

Layer Layer Layer Layer
Minimum Premium
Premium Rate
Deposit Premium

The figures listed above for each excess layer shall apply to each Subscribing Reinsurer in the percentage share for that excess layer as expressed in its Interests and Liabilities Agreement attached hereto.

19
 NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE -
REINSURANCE - U.S.A.

1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.
2. Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption
or consequential loss arising out of such Physical Damage) to:
I. Nuclear reactor power plants including all auxiliary property on the site, or
II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or
III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or
IV. Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission.
3. Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on
the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate
(a) where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or
(b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination
exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.
4. Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a
named hazard specifically insured against.
5. It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.
6. The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof.
7. Reassured to be sole judge of what constitutes:

(a) substantial quantities, and

(b) the extent of installation, plant or site.

Note. Without in any way restricting the operation of paragraph (1) hereof, it is understood and agreed that

(a) all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
(b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this
Clause shall apply.

20
 TERRORISM EXCLUSION

(Property Treaty Reinsurance)

Notwithstanding any provision to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes loss, damage, cost or expense directly or indirectly caused by, contributed to
by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or political division thereof, or in pursuit of political, religious, ideological,
or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto,
and which:

(i) involves violence against one or more persons; or

(ii) involves damage to property; or
(iii) endangers life other than that of the person committing the action; or
(iv) creates a risk to health or safety of the public or a section of the public; or
(v) is designed to interfere with or to disrupt an electronic system.

This reinsurance agreement also excludes loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating
against, or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions, and limitations of this reinsurance agreement, in respect only of personal lines this reinsurance agreement will pay actual loss or damage (but not related cost or
expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, radioactive, or nuclear pollution or
contamination or explosion.

21
 EXHIBIT 10.8

SECOND EVENT PROPERTY CATASTROPHE

EXCESS OF LOSS REINSURANCE CONTRACT
Effective: June 1, 2014

issued to

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida
including any and/or all companies that are or hereafter become affiliated therewith
 TABLE OF CONTENTS

1. BUSINESS COVERED 1
2. DEFINITIONS 1
3. TERM 3
4. TERRITORY 4
5. EXCLUSIONS 4
6. SPECIAL ACCEPTANCE 6
7. RETENTION AND LIMIT 6
8. FLORIDA HURRICANE CATASTROPHE FUND 6
9. OTHER REINSURANCE 7
10. LOSS NOTICES AND SETTLEMENTS 7
11. PREMIUM 7
12. SALVAGE AND SUBROGATION 8
13. OFFSET 8
14. LATE PAYMENTS 8
15. LIABILITY OF THE REINSURER 9
16. NET RETAINED LINES 9
17. FUNDING OF RESERVES 10
18. ACCESS TO RECORDS 11
19. CONFIDENTIALITY 11
20. ERRORS AND OMISSIONS 12
21. CURRENCY 12
22. TAXES 12
23. FEDERAL EXCISE TAX 12
24. INSOLVENCY 13
25. ARBITRATION 13
26. SERVICE OF SUIT 15
27. RUN-OFF REINSURERS 15
28. SEVERABILITY 16
29. GOVERNING LAW 17
30. AGENCY 17
31. ENTIRE AGREEMENT 17
32. MODE OF EXECUTION 17
33. INTERMEDIARY 17

ATTACHMENTS
Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance (USA)
Terrorism Exclusion
 SECOND EVENT PROPERTY CATASTROPHE
EXCESS OF LOSS REINSURANCE CONTRACT
Effective: June 1, 2014
(hereinafter referred to as the “Contract”)

issued to

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida
including any and/or all companies that are or hereafter become affiliated therewith
(hereinafter referred to collectively as the “Company”)

by

THE SUBSCRIBING REINSURER(S)

EXECUTING THE INTERESTS AND LIABILITIES
AGREEMENT(S) ATTACHED HERETO
(hereinafter referred to as the “Reinsurer”)

ARTICLE 1 - BUSINESS COVERED

By this Contract the Reinsurer agrees to reinsure the excess liability which may accrue to the Company under its policies, contracts and binders of insurance or reinsurance (hereinafter called “Policies”) in force at the effective time and
date hereof or issued or renewed at or after that time and date, covering business classified by the Company as Property business, including but not limited to Homeowners and Condominium Owners, and including business assumed by the
Company in connection with depopulation of Policies from Citizens Property Insurance Corporation and/or from Texas Windstorm Insurance Association, subject to the terms, conditions and limitations hereinafter set forth herein.

ARTICLE 2 - DEFINITIONS

A. “Ultimate Net Loss” as used herein shall be defined as the sum or sums (including Loss in Excess of Policy Limits, Extra Contractual Obligations, Loss Adjustment Expense, as hereinafter defined, and any Loss Adjustment
Expense/fair rental value unrecoverable from the FHCF) paid or payable by the Company in settlement of claims and in satisfaction of judgments rendered on account of such claims after deduction of all salvage, all recoveries
and all claims on inuring insurance or reinsurance, whether collectible or not. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Company's Ultimate Net Loss has been
ascertained.

B. “Loss in Excess of Policy Limits” and “Extra Contractual Obligations” as used herein shall be defined as follows:

1. “Loss in Excess of Policy Limits” shall mean 90% of any amount paid or payable by the Company in excess of its Policy limits, but otherwise within the terms of its Policy, such loss in excess of the Company's Policy
limits having been incurred because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or actual negligence, fraud or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action.

2. “Extra Contractual Obligations” shall mean 90% of any punitive, exemplary, compensatory or consequential damages paid or payable by the Company, not covered by any other provision of this Contract and which arise
from the handling of any claim on business subject to this Contract, such liabilities arising because of, but not limited to, failure by the Company to settle within the Policy limits or by reason of the Company's alleged or
actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal
consequent

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 upon such an action. An Extra Contractual Obligation shall be deemed, in all circumstances, to have occurred on the same date as the loss covered or alleged to be covered under the Policy.

Notwithstanding anything stated herein, this Contract shall not apply to any Loss in Excess of Policy Limits or any Extra Contractual Obligation incurred by the Company as a result of any fraudulent and/or criminal act by any
officer or director of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered
hereunder. Further, it is understood that Loss Adjustment Expense in connection with Extra Contractual Obligations and/or Loss in Excess of Policy Limits shall be covered under this Contract in the same manner as other Loss
Adjustment Expense.

Savings Clause (Applicable only if the Subscribing Reinsurer is domiciled in the State of New York): In no event shall coverage be provided to the extent that such coverage is not permitted under New York law.

C. “Loss Adjustment Expense” as used herein shall be defined as all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or
appeal of a specific claim, regardless of how such costs and expenses are allocated for statutory reporting purposes, including but not limited to court costs and costs of supersedeas and appeal bonds, and including but not limited
to a) pre-judgment interest, unless included as part of the award or judgment; b) post-judgment interest; c) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto; d) monitoring
counsel expenses; and e) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned
to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include salaries and expenses of employees, other than (e) above, and office and other overhead expenses.

D. “Loss Occurrence” as used herein shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area
of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses
sustained by the Company occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event, except that the term “Loss Occurrence” shall be further defined as follows:

1. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of 96 consecutive hours arising out of
and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.

2. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of 72 consecutive hours within the area of one
municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of
individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.

3. As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the introductory portion of this paragraph A) and fire following directly occasioned by the earthquake,
only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Company's “Loss Occurrence.”

4. As regards “freeze,” only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks and/or melting snow or sleet) may be included in the
Company's “Loss Occurrence.”

The Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by
the Company arising out of that disaster, accident or loss.

Only one period of consecutive hours shall apply with respect to one event, except that, as respects those “Loss Occurrences” referred to in subparagraph 2 of paragraph A above, if the disaster, accident or loss occasioned
by the event is of greater duration than 72 consecutive hours, then the Company may divide that disaster, accident or loss into two or

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 more “Loss Occurrences,” provided that no two periods overlap and no individual loss is included in more than one such period, and provided that no period commences earlier than the date and time of the occurrence of the first
recorded individual loss sustained by the Company arising out of that disaster, accident or loss.

It is understood that losses arising from a combination of two or more perils as a result of the same event shall be considered as having arisen from one “Loss Occurrence.” Notwithstanding the foregoing, the hourly
limitations as stated above shall not be exceeded as respects the applicable perils and no single “Loss Occurrence” shall encompass a time period greater than 168 consecutive hours.

E. “Term of this Contract” as used herein shall be defined as the period from 12:01 a.m., Eastern Time, June 1, 2014, until 12:01 a.m., Eastern Time, June 1, 2015. However, if this Contract is terminated, “Term of this Contract” as
used herein shall mean the period from 12:01 a.m., Eastern Time, June 1, 2014, until the effective time and date of termination if this Contract is terminated on a cutoff basis, or through the end of the runoff period if this Contract
is terminated on a runoff basis.

ARTICLE 3 - TERM

A. This Contract shall become effective at 12:01 a.m., Eastern Time, June 1, 2014, with respect to losses arising out of Loss Occurrences commencing at or after that time and date, and shall remain in force until 12:01 a.m., Eastern
Time, June 1, 2015, unless earlier terminated in accordance with the provisions of this Contract.

B. If any Loss Occurrence covered hereunder is in progress at the end of any Contract Year, the Reinsurer's liability hereunder for such Contract Year shall, subject to the other terms and conditions of this Contract, be determined as if
the entire Loss Occurrence had occurred prior to the end of the Contract Year, provided that no part of such Loss Occurrence is claimed against any subsequent Contract Year hereunder or renewal or replacement of this Contract.

C. Notwithstanding the provisions of paragraph A above, the Company may require the Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article and/or may reduce or terminate a
Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event any of the following circumstances occur:

1. The Subscribing Reinsurer's Policyholders' surplus (or its equivalent under the Subscribing Reinsurer's accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the
Company, has been reduced by 20.0% of the amount of surplus (or the applicable equivalent) at any date during the prior 12-month period (including the 12-month period prior to the inception of this Contract); or

2. The Subscribing Reinsurer's A.M. Best's financial strength rating has been assigned or downgraded below A- and/or its Standard & Poor's financial strength rating has been assigned or downgraded below A-; or

3. The Subscribing Reinsurer has become (or has announced its intention to become) merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations
previously; or

4. A State Insurance Department or other legal authority having jurisdiction over the Reinsurer has ordered the Subscribing Reinsurer to cease writing business; or

5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision, administration, winding-up or under a scheme of arrangement or similar proceedings (whether voluntary or
involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent
known by whatever name, to take possession of its assets or control of its operations; or

6. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or

7. The Subscribing Reinsurer has ceased assuming new or renewal property or casualty treaty reinsurance business; or

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 8. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or

9. The Subscribing Reinsurer fails, for any reason, to comply with the provisions of the Funding of Reserves Article within the time period(s) prescribed in such Article; or

10. There is a severance or obstruction of free and unfettered communication and/or normal commercial and/or financial intercourse between the United States of America and the country in which the Subscribing Reinsurer is
incorporated or has its principal office, as a result of war, currency regulations or any circumstances arising out of political, financial or economic uncertainty.

The effective date of reduction or termination shall be the date specified in the Company's written notice of reduction or termination; however such date shall not be earlier than the date of public announcement as respects the
earliest applicable trigger, or if there is no date of public announcement as respects the applicable trigger, the date the written notice of reduction or termination is sent to the Subscribing Reinsurer. The Reinsurer shall notify the
Company as promptly as possible upon the occurrence of any of the events set forth in subparagraphs 1 through 8 above.

D. Additionally, in the event of any of the circumstances listed in paragraph C above, the Company shall have the option to commute the Subscribing Reinsurer's liability for losses arising under Policies subject to this Contract. In the
event the Company and the Subscribing Reinsurer cannot agree on the net present value of the Subscribing Reinsurer's liability under such Policies, they shall appoint an independent actuary to assess such liability and shall share
equally any expense of any such actuary. If the Company and the Subscribing Reinsurer cannot agree on an independent actuary, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the
other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of
liability arising from the Subscribing Reinsurer's participation under this Contract.

E. If the Company elects to reduce or terminate a Subscribing Reinsurer's participation percentage in accordance with the provisions of paragraph C above, the Subscribing Reinsurer shall have no liability, as respects such reduced or
terminated share, for losses arising out of Loss Occurrences commencing after the effective date of reduction or termination. Further, the reinsurance premium, including the minimum premium, if applicable, due for any Contract
Year hereunder shall be prorated based on the Reinsurer's period of participation for the Contract Year and shall be paid as promptly as possible after the final Adjusted Premium is determined hereunder.

F. The Company's option to require commutation as set forth under paragraph D above shall survive the termination or expiration of this Contract.

G. The Company's waiver of any rights provided in this Article is not a waiver of that right or other rights at a later date.

H. Notwithstanding the expiration or termination of this Contract or the Reinsurer's participation hereunder, the provisions of this Contract will continue to apply to all obligations and liabilities of the parties incurred hereunder to the
end that all such obligations and liabilities will be fully discharged and performed.

ARTICLE 4 - TERRITORY

The territorial limits of this Contract shall follow the Company's Policies.

ARTICLE 5 - EXCLUSIONS

A. This Contract does not apply to and specifically excludes the following:

1. Reinsurance assumed, except as respects the following:

a. Business assumed as a result of the depopulation of the Citizens Property Insurance Corportion and any successor organization of this entity and/or the Texas Windstorm Insurance Association; and/or

b. Any business assumed from private carriers as a result of depopulations; and/or

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 c. Intercompany reinsurance between the Company and its affiliates; and/or

d. Reinsurance assumed by the Company where the policies involved are to be reissued as Policies of the Company at the next anniversary or expiration.

2. Financial guarantee and/or insolvency.

3. Third party liability and medical payments business.

4. Liability as a member, subscriber or reinsurer of any pool, syndicate or association and any combination of insurers or reinsurers formed for the purpose of covering specific perils, specific classes of business or for the
purpose of insuring risks located in specific geographical areas and any assessments from Citizens Property Insurance Company and any successor organization of this entity.

5. All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency Fund” includes any guaranty
fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of
any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt,
charge, fee or other obligation in whole or in part.

6. Loss or liability from any pool, association or syndicate and any assessment or similar demand for payment related to the Florida Hurricane Catastrophe Fund.

7. All Accident and Health, Fidelity, Surety, Boiler and Machinery, Workers' Compensation and Credit business.

8. All Ocean Marine business.

9. Flood and/or earthquake when written as such, but only as respects those Policies issued in the State of Florida.

10. Difference in Conditions insurances and similar kinds of insurances, however styled, insofar as they may provide coverage for losses from the following causes:

a. Flood, surface water, waves, tidal water or tidal waves, overflow of streams or other bodies of water or spray from any of the foregoing, all whether wind-driven or not, except when covering property in transit;
or

b. Earthquake, landslide, subsidence or other earth movement or volcanic eruption, except when covering property in transit.

11. Mortgage Impairment insurances and similar kinds of insurances, however styled.

12. All Automobile business.

13. Loss or damage directly or indirectly occasioned by, happening through or in consequences of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution,
insurrection, military or usurped power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority.

14. Loss and/or damage and/or costs and/or expenses arising from seepage and/or pollution and/or contamination, other than contamination from smoke. Nevertheless, this exclusion does not preclude any payment of the cost
of removal of debris of property damaged by a loss otherwise covered hereunder, subject always to a limit of 25% of the Company's property loss under the applicable original Policy.

15. Nuclear risks as defined in the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance” attached to and forming part of this Contract.

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 16. All liability arising out of mold, spores and/or fungus but this exclusion shall not apply to those losses which follow as a direct result of a loss caused by a peril otherwise covered hereunder.

17. Terrorism, in accordance with the “Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c” attached to and forming part of this Contract.

B. The Reinsurer shall not be required to provide cover or pay any claim or provide any benefit hereunder that would cause the Reinsurer to be in violation of any applicable trade or economic sanctions, laws or regulations.

C. Should any judicial, regulatory or legislative entity having legal jurisdiction invalidate any exclusion on the Company's Policy, any amount of loss for which the Company is liable because of such invalidation will not be excluded
hereunder.

D. The exclusions set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17, shall not apply when they are merely incidental to the main operations or exposures of the insured, provided such main
operations or exposures are also covered by the Company and are not themselves excluded from the scope of this Contract. The Company will be the sole judge of what is “incidental.”

E. Should the Company, by reason of an inadvertent act, error or omission, be bound to afford coverage excluded hereunder or should an existing insured extend its operations to include coverage excluded hereunder, the Reinsurer
shall waive the exclusion(s) set forth in paragraph A above, with the exception of subparagraphs 2, 4, 5, 6, 13, 15 and 17. The duration of said waiver shall not extend beyond the time that notice of such coverage has been received
by the responsible underwriting authority of the Company plus the minimum time period thereafter for the Company to terminate such coverage.

ARTICLE 6 - SPECIAL ACCEPTANCE

The Company may submit to the Reinsurer for special acceptance business not covered by this Contract. Such business, if accepted by the Reinsurer, shall be covered hereunder, and shall be subject to the terms and conditions of this
Contract, except as otherwise modified by such special acceptance. The Reinsurer shall be deemed to have accepted a risk if it has not responded within five business days after receipt of the request for special acceptance. Any business
covered by special acceptance under the reinsurance contract being replaced by this Contract will be automatically covered hereunder. Further, in the event a Subscribing Reinsurer becomes a party to this Contract subsequent to the special
acceptance of any business not normally covered hereunder, the Subscribing Reinsurer will be deemed to have accepted such business for coverage hereunder.

ARTICLE 7 - RETENTION AND LIMIT

A. The Company shall retain and be liable for the first $10,000,00 of Ultimate Net Loss arising out of each Loss Occurrence. The Reinsurer shall then be liable (subject to the provisions of paragraph B below) for the amount by
which such Ultimate Net Loss exceeds the Company’s retention, but the liability of the Reinsurer shall not exceed $15,000,000 as respects any one Loss Occurrence, nor shall it exceed $15,000,000 in all during the Term.

B. Notwithstanding the provisions of paragraph A above, no claim shall be made hereunder unless and until the Company’s Subject Excess Losses arising out of Loss Occurrences commencing during the Term exceed $15,000,000.
“Subject Excess Losses” as used herein shall mean losses which would be recoverable from the Reinsurer under the provisions of paragraph A above, were it not for the provisions of this paragraph. The Company shall retain this
amount in addition to its initial retention under paragraph A above.

ARTICLE 8 - FLORIDA HURRICANE CATASTROPHE FUND

A. The Company shall purchase mandatory coverage from the Florida Hurricane Catastrophe Fund (hereinafter referred to as the “FHCF”)with the following provisional limit and retention:

90% of $616,868,000 excess of $230,760,000 (hereinafter referred to as the “Mandatory Layer”)

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 The provisional limit and retention above may increase or decrease in accordance with the provisions of the reimbursement contract between the Company and the State Board of Administration of the State of Florida (hereinafter
referred to as the “SBA”).

B. Any loss reimbursement paid or payable to the Company for the Mandatory Layer provided by the FHCF and resulting from Loss Occurrences commencing during the any Contract Year, shall inure to the benefit of this Contract
whether collectible or not, and shall be deemed paid to the Company in accordance with the reimbursement contract between the Company and the SBA at the projected payout multiple set forth therein as of the date hereof
(calculated based on a claims paying capacity of the FHCF of $17,000,000,000 and will be deemed not to be reduced by any subsequent recalculation of the projected payout multiple or the final payout multiple due to any
reduction or exhaustion of the FHCF's claims-paying capacity).

C. Prior to final calculation of the Company's FHCF retention and payout for any Contract Year for the Mandatory Layer coverage provided by the reimbursement contract between the Company and the SBA, the Reinsurer's liability
for the Contract Year will be calculated provisionally based on the projected FHCF payout for the Contract Year and in accordance with paragraphs A and B above. Following the FHCF's final calculation of the payout for the
Contract Year for the Mandatory Layer provided by the reimbursement contract, the Ultimate Net Loss for the Contract Year will be recalculated. If, as a result of such calculation, the loss to the Reinsurer hereunder in any one
Loss Occurrence is less than the amount previously paid by the Reinsurer, the Company shall promptly remit the difference to the Reinsurer. If the loss to the Reinsurer hereunder in any one Loss Occurrence is greater than the
amount previously paid by the Reinsurer, the Reinsurer shall promptly remit the difference to the Company.

D. If an FHCF reimbursement amount is based on the Company's losses in more than one Loss Occurrence commencing during any Contract Year and the FHCF does not designate the amount allocable to each Loss Occurrence, the
FHCF reimbursement amount shall be prorated in the proportion that the Company's losses in each Loss Occurrence bear to the Company's total losses arising out of all Loss Occurrences during the Contract Year to which the
FHCF reimbursement applies.

ARTICLE 9 - OTHER REINSURANCE

The Company shall be permitted to carry other reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract.

ARTICLE 10 - LOSS NOTICES AND SETTLEMENTS

A. Whenever losses sustained by the Company appear likely, in the Company's opinion, to result in a claim hereunder, the Company shall notify the Reinsurer.

B. The Company alone and in its sole discretion shall adjust, settle or compromise all claims and losses hereunder.

C. Loss payments, whether made by the Company as a result of adjustment, settlement or compromise, provided they are within the terms of this Contract, shall be binding on the Reinsurer. The Reinsurer shall pay within 10 business
days to the Company its share of amounts due upon receipt of reasonable evidence of the amount paid (or scheduled to be paid) by the Company.

ARTICLE 11 - PREMIUM

A. As provisional premium for the reinsurance coverage provided by this Contract, the Company shall pay the Reinsurer a deposit premium of $3,450,000 in three installments. Each of the first three installments shall be an amount
equal to $862,500, and is due on July 1 and October 1 of 2014, and January 1, 2015. However, in the event this Contract is terminated, there shall be no deposit premium installments due after the effective date of termination.

B. No later than April 1, 2015 (or as promptly as possible following the date of termination in the event this Contract is terminated prior to April 1, 2015), the Company shall provide a report to the Reinsurer setting forth the Adjusted
Premium due hereunder, and any additional premium due the Reinsurer or return premium due the Company shall be remitted promptly.

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C. “Adjusted Premium” as used herein shall be determined as follows:

1. The Company’s Adjusted Premium will be equal to $3,450,000 provided the Adjusted TIV is greater than or equal to 90% of Provisional TIV, but not greater than 110% of Provisional TIV.

2. However, in the event:

a. Adjusted TIV is greater than 110% of Provisional TIV, the Company’s Adjusted Premium will equal 0.00354% of the Company’s Adjusted TIV, less 10% of $3,450,000; or

b. Adjusted TIV is less than 90% of Provisional TIV, the Company’s Adjusted Premium will be equal to the greater of the following:

i. $2,760,000; or

ii. 0.00354% of the Company’s Adjusted TIV, plus 10% of $3,450,000.

The term “Adjusted TIV” as used herein shall mean the Company’s total insurance values for business reinsured hereunder (as set forth in the Business Covered Article), in force at September 30, 2014. “Provisional TIV” shall
equal .

ARTICLE 12 - SALVAGE AND SUBROGATION

A. The Reinsurer shall be credited with salvage or subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company) on account of claims and settlements involving reinsurance hereunder. Recoveries therefrom
shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to
enforce its rights to salvage and subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights, provided it is economically reasonable, in the Company’s
opinion, to do so.

B. The expense incurred by the Company in pursuing any such reimbursement or recovery (excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer) shall be borne by each party in
proportion to its benefit (if any) from the recovery. If the recovery expense exceeds the amount recovered, the amount recovered (if any) shall be applied to the reimbursement of recovery expense incurred by the Company, and the
remaining expense as well as any originally incurred Loss Adjustment Expense shall be included in the Company’s Ultimate Net Loss.

ARTICLE 13 - OFFSET

The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums or losses or otherwise, due from one party to the other under the terms and conditions of this Contract; provided,
however, that in the event of the insolvency of a party hereto, offsets shall be allowed only in accordance with applicable statutes and regulations.

ARTICLE 14 - LATE PAYMENTS

A. The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Contract. However, any Subscribing Reinsurer that has its share terminated in accordance with the
provisions of paragraph C of the Term Article shall not be allowed to implement the provisions of this Article against the Company.

B. In the event any premium, loss or other payment due either party is not received by the intermediary named in the Intermediary Article (hereinafter referred to as the “Intermediary”) by the payment due date, the party to whom
payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day
of each month as follows:

1. The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times

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 2. 1/365th of the U.S. prime rate as quoted in The Wall Street Journal on the first business day of the month for which the calculation is made plus 3%; times

3. The amount past due, including accrued interest.

It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.

C. The establishment of the due date shall, for purposes of this Article, be determined as follows:

1. As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. In the event a due date is not specifically stated for a given
payment, it shall be deemed due 30 days after the date of transmittal by the Intermediary of the initial billing for each such payment.

2. Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received
within the 10 business days, interest will accrue on the payment or amount overdue in accordance with paragraph B of this Article, from the date the proof of loss or demand for payment was transmitted to the Reinsurer.

3. As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. In the
event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days following transmittal of written notification that the provisions of this Article have been invoked.

D. For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary.

E. Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or prohibiting either party from contesting the validity of
any payment or from initiating any arbitration or other proceeding in accordance with the provisions of this Contract. If the debtor party prevails in an arbitration or other proceeding, then any interest penalties due hereunder on
the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above
unless otherwise determined by such proceedings. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall reimburse the debtor
party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article.

ARTICLE 15 - LIABILITY OF THE REINSURER

A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers, interpretations and modifications of the Company's Policies
and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.

B. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third party or any persons not parties to this Contract.

ARTICLE 16 - NET RETAINED LINES

A. This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the benefit of the Company), and in calculating the amount
of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be
included.

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B. The amount of the Reinsurer's liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts
which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise.

ARTICLE 17 - FUNDING OF RESERVES

(Applies to each Subscribing Reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company's reserves and/or at the option of the Company in the event any of the triggers set
forth in paragraph C of the Term Article occur.)

A. As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for unearned
premium or losses covered hereunder, or any other outstanding balances which it shall be required by law to set up, it will forward to the Reinsurer a statement showing the proportion of such reserves which is applicable to the
Reinsurer. The Reinsurer hereby agrees to fund its share of any unearned premium (including, but not limited to, the unearned portion of any deposit premium installment as determined by the Company), known outstanding losses
and Loss Adjustment Expense that have been reported to the Reinsurer, losses and Loss Adjustment Expense paid by the Company but not recovered from the Reinsurer, including all case reserves plus any reasonable amount
estimated to be unreported from known Loss Occurrences, plus any other outstanding balances owed to the Company (hereinafter referred to as “Reinsurer Obligations”) by funds withheld, cash advances, Letter of Credit or a
Trust Agreement which meets the requirements of the Florida Insurance Laws and Regulations and are acceptable to the Company. The Reinsurer shall have the option to fund in another manner if the method and form thereof is
acceptable to the Company and the insurance regulatory authorities having jurisdiction over the Company's reserves.

As respects a reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Company's reserves, it is understood that any funding required of such reinsurer as set forth above
shall not be greater than the amount of funding required by the insurance regulatory authorities having jurisdiction over the Company's reserves.

B. When funding by a Letter of Credit, the Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank meeting the NAIC Securities Valuation
Office credit standards for issuers of Letters of Credit and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the Reinsurer's Obligations.
Such Letter of Credit shall be issued for a period of not less than one year, and shall contain an “evergreen” clause, which automatically extends the term for one year from its date of expiration or any future expiration date, unless
30 days (or 60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of
Credit extended for any additional period.

C. The Reinsurer and the Company agree that the Letters of Credit or other funding provided by the Reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this
Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless
otherwise provided for in a separate Trust Agreement:

1. To reimburse the Company for the Reinsurer's Obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid;

2. To make refund of any sum which is in excess of the actual amount required to pay the Reinsurer's Obligations (or in excess of 102% of the Reinsurer's Obligations if funding is provided by a Trust Agreement) under this
Contract;

3. To fund an account with the Company for the Reinsurer's Obligations. Such cash deposit shall be held in an interest bearing account separate from the Company's other assets, and interest thereon not in excess of the U.S.
prime rate shall accrue to the benefit of the Reinsurer;

4. To pay the Reinsurer's share of any other amounts the Company claims are due under this Contract.
 All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the Reinsurer. In the event the amount drawn by the Company is in excess of the actual amount required for (1) or (3),
or in the case of (4), the actual amount determined to be due, the Company shall promptly return to the Reinsurer the excess amount so drawn.

D. The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the
order of properly authorized representatives of the Company.

E. At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the Reinsurer's Obligations, for the sole purpose of amending the Letter of Credit or
other method of funding, in the following manner:

1. If the statement shows that the Reinsurer's Obligations exceed the balance of the Letter of Credit as of the statement date, the Reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the
Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. Should another method of funding be used, the Reinsurer shall increase such funding by the amount of
the difference set forth in the statement within 30 days after receipt of the statement.

2. If, however, the statement shows that the Reinsurer's Obligations are less than the balance of the Letter of Credit (or that 102% of the Reinsurer's Obligations are less than the Trust Account balance if funding is provided
by a Trust Agreement) as of the statement date, the Company shall, within 30 days after receipt of written request from the Reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit
reducing the amount of credit available by the amount of such excess credit. Should another method of funding be used, the Company shall decrease such funding by the amount of the difference set forth in the statement
within 30 days after receipt of the statement.

F. Should the Subscribing Reinsurer be in breach of its obligations under this Article, or any Trust Agreement that the Subscribing Reinsurer enters into to collateralize the Reinsurer's Obligations hereunder, notwithstanding anything
to the contrary elsewhere in this Contract, including but not limited to the Arbitration Article, the Company may seek immediate relief in respect of said breach from any court sitting in Pinellas County, Florida having competent
jurisdiction of the parties hereto or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company, and the parties consent to jurisdiction of such court. The Subscribing Reinsurer
agrees that in addition to obeying the order of such court, it will bear all costs, including reasonable attorneys' fees and court costs, incurred by the Company in seeking the relief sought from such breach. In the alternative, at the
sole discretion of the Company, the Company may elect to demand arbitration of such dispute pursuant to the provisions of the Arbitration Article hereunder.

ARTICLE 18 - ACCESS TO RECORDS

The Reinsurer or its duly appointed representative shall have access to the books and records of the Company on matters relating to this reinsurance upon reasonable advance written notice to the Company and at reasonable times during
the regular business hours of the Company, at the location where such books and records are maintained in the ordinary course of business, for the purpose of obtaining information concerning this Contract or the subject matter thereof.
However, the Reinsurer shall have such access only if it is current in all undisputed payments due to the Company in accordance with the provisions of this Contract. It is understood that reasonable advance written notice shall not be less
than five business days. The Reinsurer may make copies of records of the Company related to this Contract, but at the Reinsurer's sole expense.

ARTICLE 19 - CONFIDENTIALITY

A. The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or through an authorized agent, during the course of negotiation,
administration, and performance of this Contract (hereinafter referred to as “confidential information”) are proprietary and confidential to the Company. Confidential information shall not include documents, information or data that
the Reinsurer can show:

1. Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;

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 2. Have been rightfully received from a third person without obligation of confidentiality; or

3. Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.

B. Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:

1. When required by retrocessionaires subject to the business ceded to this Contract;

2. When required by regulators performing an audit of the Reinsurer's records and/or financial condition;

3. When required by external auditors performing an audit of the Reinsurer's records in the normal course of business; or

4. When required by courts or arbitrators in connection with an actual or potential dispute hereunder.

Further, the Reinsurer agrees not to use any confidential information for any purpose not related to the performance of its obligations or enforcement of its rights under this Contract.

C. Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the confidential information, the Reinsurer agrees to provide the
Company with written notice of same at least 10 days prior to such release or disclosure and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article.

D. The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors and assigns.

ARTICLE 20 - ERRORS AND OMISSIONS

Inadvertent delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached had such delay, error or omission not occurred, provided
always that such error or omission is rectified as soon as possible after discovery.

ARTICLE 21 - CURRENCY

A. Whenever the word “Dollars” or the “$” sign appears in this Contract, it shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars.

B. Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.

ARTICLE 22 - TAXES

In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the
United States of America or the District of Columbia.

ARTICLE 23 - FEDERAL EXCISE TAX

A. The Reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such
premium is subject to the Federal Excise Tax.

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B. In the event of any return of premium becoming due hereunder the Reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from
the United States Government.

ARTICLE 24 - INSOLVENCY

A. If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company.

B. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the
liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the
liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give
written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such
claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where
such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable,
subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense
undertaken by the Reinsurer.

C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such
expense had been incurred by the Company.

D. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory
successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee or other party as more specifically limited by any statute or regulation
applicable hereto, of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct
obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. However, the exceptions provided in (1) and (2) above shall apply only to the extent that
applicable statutes or regulations specifically permit such exceptions.

ARTICLE 25 - ARBITRATION

A. Binding Arbitration. Except as may be elected by the Company pursuant to paragraph F of the Funding of Reserves Article of this Contract, any dispute relating in any way to the formation, scope, implementation, performance or
enforcement of this Contract, or which arises out of or relates to this Contract, shall be resolved through binding arbitration in accordance with this Article. The provisions of this Article are intended to control in the event that
other provisions of this Contract or of any other contract are in conflict with the provisions of this Article. No provision of this Contract or of any other contract or understanding shall result in the provisions of this Article being
interpreted as being permissive or optional.

B. Initiation of Arbitration. To initiate arbitration, a party to this Contract shall notify the other party in writing by certified or registered mail, return receipt requested, of its desire to arbitrate. The notice shall refer to this Article of
the Contract and state the nature of the dispute and the remedy sought. The Party to which the notice is sent shall respond to it in writing within 10 business days after receipt thereof.

C. Arbitrator Appointment Process. The dispute shall be resolved by a panel of three arbitrators. Subject to the qualification requirements set forth in the following sections, each Party shall, by e-mail to the other Party or its counsel,
appoint one of the arbitrators within 30 days after the notification of initiation of arbitration is received. If a Party fails to appoint an arbitrator within such 30 days, the other Party may appoint the second arbitrator.
D. Umpire Selection Process. Within 30 calendar days after the date of the e-mail naming them as an arbitrator, the two party-appointed arbitrators shall each provide the other by e-mail the names of three candidates for the third
arbitrator, who shall act as umpire, chairing the arbitration panel. If a party-appointed arbitrator fails timely to provide such names, subject to the disqualification of candidates for conflicts disclosed on an umpire questionnaire, the
umpire may be selected by the party-appointed arbitrator who timely submitted umpire candidate names. Each named candidate shall be asked to complete and return, within 10 business days, a questionnaire similar to the Neutral
Selection Questionnaire found on the ARIAS-US website. If a candidate fails to return a fully completed umpire questionnaire postmarked in the 10 business days provided, the name of that candidate shall be stricken from the list
and not considered further. Any candidate whose responses in the questionnaire indicate a conflict of interest shall be disqualified from consideration as umpire, but may be replaced by another candidate by the party which named
the disqualified candidate within five business days. Substitute candidates shall be subject to the questionnaire process set forth above. If the party-appointed arbitrators do not, within 20 business days of the return of the
completed umpire questionnaires, agree on an umpire from among the persons named and not disqualified by the questionnaires, then within a further period of 10 business days, each party-named arbitrator shall strike two names
from those suggested by the other party-appointed arbitrator (or strike a lesser number if necessary to leave one name pending proposed by each Party), and the umpire shall be selected from the remaining two candidates (one of
whom being designated as the “even” candidate, and one the “odd” candidate), using the first digit to the left of the decimal point of the closing Dow industrial average on the next business day (said digit being either “even” or
“odd”), subject to the provisions of this Article.

E. Arbitrator Qualifications. Each of the two party-appointed arbitrators (1) shall be a current or former officer of a property and casualty insurance or reinsurance company, (2) shall have not less than 10 years' experience with
property insurance or reinsurance, and (3) shall not be a current or former employee, officer, or director of a Party or any of their respective affiliates. The umpire (a) shall be a current or former officer of a property and casualty
insurance or reinsurance company, (b) shall have not less than 10 years' experience in property and casualty insurance or reinsurance, and (c) shall not be a current or former employee, officer, or director of a Party or any of their
respective affiliates. If an appointed arbitrator or umpire dies, develops a conflict of interest, becomes disabled or is otherwise unable or unwilling to serve, a substitute shall be selected in the same manner as the departing member
was chosen, and the arbitration shall continue.

F. Place and Time; Procedure. Within 30 calendar days after both arbitrators and the umpire have been appointed or selected, the panel shall hold an organizational meeting to determine and notify the Parties of the procedure to be
filed, what discovery will be permitted and the date of the final hearing. The arbitration hearing and any pre-hearing conferences shall be held in St. Petersburg, Florida, on the date(s) fixed by the arbitrators, provided that the
arbitrators may call for pre-hearing conferences by means of teleconference or videoconference as they may deem appropriate. The arbitrators shall establish pre-hearing and hearing procedures as warranted by the facts and issues
of the dispute. The arbitrators may consider any relevant evidence and shall give the evidence such weight as they deem appropriate after consideration of any objections raised. Each Party may examine any witnesses who testify
at the arbitration hearing. The arbitrators may allow discovery limited to that discovery reasonably necessary to facilitate the effective presentation of the dispute to the arbitrators. If the arbitrators elect to allow discovery, they
shall distribute a discovery plan which shall set forth the scope of permissible discovery and the time frame during which discovery shall be conducted. All arbitration proceedings shall be conducted in the English language. The
arbitrators shall base their decision on the terms and conditions of this Contract and applicable law. The arbitrators shall decide all substantive and procedural issues by majority vote. The arbitration proceedings and the outcome
thereof shall be kept strictly confidential. The panel is empowered to grant interim relief as it may deem appropriate. If the reinsurance agreement is accompanied by any collateral requirements, the panel shall enforce the
collateral requirements pending the final hearing.

G. Costs. Each party shall bear the cost of the arbitrators appointed by it, and shall jointly and severally bear the cost of the umpire. The remaining costs of arbitration shall be allocated by the panel as part of its final award. The
arbitrators may not award attorneys' fees to any Party.

H. Award. The award of the arbitration panel shall be in writing and shall be binding upon the Parties. If either Party fails to carry out any aspect of the award, the other Party may seek enforcement of the award in a court of
competent jurisdiction, as specified in this Contract, under the Federal Arbitration Act.

I. Consolidation. Any claims asserted by a Party against the other Party with respect to this Contract or any agreement related to this Contract or the reinsurance program to which this Contract pertains shall be asserted in a single
arbitration proceeding, and it is agreed that if such claims are asserted in more than one arbitration proceeding, that the claims shall be consolidated in a single arbitration proceeding, to be heard by the first arbitration panel that is
appropriately selected and constituted. The Parties further agree that any arbitration under this Contract shall, at the sole option of either Party, be consolidated with any other arbitration relating to the reinsurance program to which
this Contract pertains.

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J. Alternative Expedited Arbitration.

1. Notwithstanding the foregoing provisions of this Article, in the event an amount in dispute hereunder is $1,000,000 or less, the parties will submit to an expedited arbitration process with the use of a single arbitrator. The
arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society - U.S.
(ARIAS), using that organization's Enhanced Umpire Selection program, or any similar program, limiting the potential arbitrators to persons satisfying the qualifications set forth in paragraph E of this Article.

2. Each party's case will be submitted to the arbitrator within 100 calendar days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in
dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause.

3. Within 120 calendar days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. As the parties agree that time is of the essence, the sole arbitrator
does not have the authority to lengthen the schedule, absent agreement of both parties. The arbitrator will have all the powers conferred on the arbitration panel as hereinabove provided and the terms of this Article not
otherwise specifically altered by the terms of this paragraph J will apply.

ARTICLE 26 - SERVICE OF SUIT

(Applicable if the Subscribing Reinsurer is not domiciled in the United States of America, and/or is not authorized in any state, territory or district of the United States where authorization is required by insurance regulatory authorities)

A. This Article will not be read to conflict with or override the obligations of the parties to arbitrate their disputes as provided for in the Arbitration Article. This Article is intended as an aid to compelling arbitration or enforcing such
arbitration or arbitral award, not as an alternative to the Arbitration Article for resolving disputes arising out of this Contract.

B. The parties agree that the state and federal courts located in Pinellas County, Florida or state and federal courts having jurisdiction for disputes from Pinellas County, are the courts of competent personal and subject matter
jurisdiction and are the proper venue for any court proceedings permitted under this Article or under this Contract. The parties further agree not to assert, by way of motion, as a defense, or otherwise in any such proceeding, that
the venue of the suit is improper or that the agreement or the subject matter may not be enforced by such courts.

C. In the event the Reinsurer fails to pay any amount claimed to be due hereunder or otherwise fails to perform its obligations hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of the state or
federal courts in Pinellas County, Florida or the state and federal courts having jurisdiction for disputes from Pinellas County, as determined by the Company. The Reinsurer will comply with all requirements necessary to give said
court jurisdiction and, in any suit instituted against the Reinsurer upon this Contract, will abide by the final decision of such court or of any appellate court in the event of an appeal.

D. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is
named therein, the Office of Insurance Regulation, Commissioner of Insurance for the State of Florida or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any
action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.

ARTICLE 27 - RUN-OFF REINSURERSRUN-OFF REINSURERS

A. “Run-off Subscribing Reinsurer” as used herein shall mean a Subscribing Reinsurer that experiences one or more of the following circumstances:

1. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business or has been placed under regulatory supervision or in rehabilitation; or

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 2. The Subscribing Reinsurer has ceased all or substantially all of its underwriting operations; or

3. The Subscribing Reinsurer has transferred all or substantially all of its claims-paying authority to an unaffiliated entity; or

4. The Subscribing Reinsurer has assigned its interests or delegated its obligations under this Contract to an unaffiliated entity.

Notwithstanding the foregoing, the transfer of claims-paying authority or administration to a third party, if the Subscribing Reinsurer maintains control over claims settlement decisions, shall not constitute a transfer of claims-
paying authority for the purposes of subparagraphs 3 and 4 of this paragraph.

B. Notwithstanding any other provision of this Contract, in the event a Subscribing Reinsurer becomes a Run-off Subscribing Reinsurer at any time, the Company may elect, by giving written notice to the Run-off Subscribing
Reinsurer at any time thereafter, that all or any of the following shall apply to the Run-off Subscribing Reinsurer’s participation hereunder:

1. If the Run-off Subscribing Reinsurer does not pay a claim or raise a query concerning the claim within 30 days of billing, it shall be estopped from denying such claim and must pay immediately.

2. If payment of any claim has been received from Subscribing Reinsurers constituting at least 50% of the interests and liabilities of all Subscribing Reinsurers who participated on this Contract and who are not classified as
Run-off Subscribing Reinsurers as of the due date, the Run-off Subscribing Reinsurer shall be estopped from denying such claim and must pay within 10 days following transmittal to the Run-off Subscribing Reinsurer of
written notification of such payments.

3. Should the Run-off Subscribing Reinsurer refuse to pay claims as required by subparagraphs 1 and/or 2 above, the interest penalty specified in the Late Payments Article shall be increased by 1.0% for each 30 days that a
payment is past due, subject to a maximum increase of 7.0%, it being understood that in no event shall the maximum amount exceed the amount permitted by applicable law.

4. The Company may require the Run-off Subscribing Reinsurer to provide funding in accordance with the provisions of the Funding of Reserves Article or the Company may require that the Run-off Subscribing
Reinsurer’s liability for Loss Occurrences commencing during the term of this Contract be commuted. If the Company elects to commute, the parties shall agree on the commutation amount. If the parties fail to agree
within 30 days following the Company’s election of commutation, they shall appoint an actuary and/or appraiser to assess such liability and shall share equally the expense of the actuary and/or appraiser. If the Company
and the Run-off Subscribing Reinsurer fail to agree on an actuary and/or appraiser within 45 days following the Company’s election of commutation, the Company and the Run-off Subscribing Reinsurer shall each
nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. None of the actuaries and/or appraisers shall have a financial interest in, nor be a current or former
employee of, either of the parties to this Contract. The decision in writing of the actuary or appraiser shall be final and binding on both parties. The expense of the actuary or appraiser and of the commutation will be
equally divided between the two parties. The Run-off Subscribing Reinsurer shall promptly pay the amount so determined. Payment by the Run-off Subscribing Reinsurer of the commutation amount shall constitute a full
and final release of both parties under this Contract.

5. The provisions of the Offset Article shall not apply.

6. The provisions of the Arbitration Article shall not apply.

C. The Company’s waiver of any rights provided in this Article shall not constitute a future waiver of that right, or any other rights, of the Company under this Contract.

ARTICLE 28 - SEVERABILITY

If any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations or public policy of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of
any other provision of this Contract or the enforceability of such provision in any other jurisdiction.
ARTICLE 29 - GOVERNING LAW

This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Florida, exclusive of the rules with respect to conflicts of law.

ARTICLE 30 - AGENCY

If more than one reinsured company is named as a party to this Contract, the first named company shall be deemed the agent of the other reinsured company(ies) for the purposes of sending or receiving notices required by the terms and
conditions of this Contract, and for purposes or remitting or receiving any monies due any party.

ARTICLE 31 - ENTIRE AGREEMENT

A. This Contract and any related trust agreement, letter of credit and/or special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder and there are no
understandings between the parties other than as expressed in this Contract.

B. Any change to or modification of this Contract shall be null and void unless made by an addendum signed by both parties.

ARTICLE 32 - MODE OF EXECUTION

A. This Contract (including any addenda thereto) may be executed by any of the following methods:

1. An original written ink signature of paper documents;

2. Facsimile or electronic copies of paper documents showing an original ink signature; and/or

3. Electronic signature technology employing computer software and a digital signature or digitizer pad to capture a person's handwritten signature in such a manner that the signature is unique to the person signing, is under
the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated.

B. The use of any of the any one or a combination of the methods set forth in paragraph A above shall constitute a valid execution of this Contract. This Contract may be executed in one or more counterparts, each of which, when
duly executed, shall be deemed an original.

ARTICLE 33 - INTERMEDIARY

TigerRisk Partners LLC is hereby recognized as the Intermediary negotiating this Contract for all business hereunder. All communications (including, but not limited to, notices, statements, premium, return premium, commissions, taxes,
losses, Loss Adjustment Expense, salvages and loss settlements) relating thereto shall be transmitted to the Company or the Reinsurer through TigerRisk Partners LLC, 7601 France Avenue South, Suite 200, Edina, Minnesota 55435.
Payments by the Company to the Intermediary shall be deemed to constitute payment to the Reinsurer. Payments by the Reinsurer to the Intermediary shall be deemed to constitute payment to the Company only to the extent that such
payments are actually received by the Company.
IN WITNESS WHEREOF, the Company has confirmed its review of the Interests and Liabilities Agreement(s) attached to and forming part of this Contract and its agreement to be bound by the terms and conditions thereof, and has
executed this Contract by its duly authorized representative on:

this 6th_________________ day of June___________________________, in the year 2014______________.

/s/ Brad Martz

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

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 NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE -
REINSURANCE - U.S.A.

1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.
2. Without in any way restricting the operation of paragraph (1) of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption
or consequential loss arising out of such Physical Damage) to:
I. Nuclear reactor power plants including all auxiliary property on the site, or
II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or
III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear fuel or waste materials, or
IV. Installations other than those listed in paragraph (2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission.
3. Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on
the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate
(a) where Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or
(b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said radioactive contamination
exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.
4. Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a
named hazard specifically insured against.
5. It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the primary hazard.
6. The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof.
7. Reassured to be sole judge of what constitutes:

(a) substantial quantities, and

(b) the extent of installation, plant or site.

Note. Without in any way restricting the operation of paragraph (1) hereof, it is understood and agreed that

(a) all policies issued by the Reassured on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.
(b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the provisions of this
Clause shall apply.

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 TERRORISM EXCLUSION

(Property Treaty Reinsurance)

Notwithstanding any provision to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes loss, damage, cost or expense directly or indirectly caused by, contributed to
by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or political division thereof, or in pursuit of political, religious, ideological,
or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto,
and which:

(i) involves violence against one or more persons; or

(ii) involves damage to property; or
(iii) endangers life other than that of the person committing the action; or
(iv) creates a risk to health or safety of the public or a section of the public; or
(v) is designed to interfere with or to disrupt an electronic system.

This reinsurance agreement also excludes loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating
against, or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions, and limitations of this reinsurance agreement, in respect only of personal lines this reinsurance agreement will pay actual loss or damage (but not related cost or
expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, radioactive, or nuclear pollution or
contamination or explosion.

20
UNITED PROPERTY & CASUALTY INSURANCE COMPANY

AGREEMENT MASTER NO. 10092

GENERAL REINSURANCE CORPORATION

A Berkshire Hathaway Company

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

AGREEMENT MASTER NO. 10092

 TABLE OF CONTENTS

to
AGREEMENT OF REINSURANCE
MASTER NO. 10092
between
UNITED PROPERTY & CASUALTY INSURANCE COMPANY
and
GENERAL REINSURANCE CORPORATION

GENERAL ARTICLES Page

Article I SCOPE OF AGREEMENT 1

Article II PARTIES TO THE AGREEMENT 1
Article III MANAGEMENT OF CLAIMS AND LOSSES 2
Article IV RECOVERIES 2
Article V PREMIUM REPORTS AND REMITTANCES 2
Article VI ERRORS AND OMISSIONS 2
Article VII SPECIAL ACCEPTANCES 3
Article VIII RESERVES AND TAXES 3
Article IX OFFSET 3
Article X INSPECTION OF RECORDS 3
Article XI TRIA INUREMENT 3
Article XII ARBITRATION 4
Article XIII INSOLVENCY OF THE COMPANY 5
Article XIV SEVERABILITY 5
Article XV GOVERNING LAW 5
Article XVI ENTIRE AGREEMENT 5
Article XVII MODE OF EXECUTION 5

EXHIBIT A - EXCESS OF LOSS REINSURANCE (Per Risk) of Property Business

Section 1 BUSINESS SUBJECT TO THIS EXHIBIT A-1

Section 2 COMMENCEMENT A-1
Section 3 LIABILITY OF THE REINSURER A-1
Section 4 DEFINITIONS A-2
Section 5 EXCLUSIONS A-6
Section 6 OTHER REINSURANCE A-9
Section 7 REINSURANCE PREMIUM A-9
Section 8 AUTOMATIC REINSTATEMENT A-9
Section 9 REPORTS AND REMITTANCES A-10
Section 10 TERMINATION A-11

ATTACHMENT

NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - USA N.M.A. 1119

GENERAL REINSURANCE CORPORATION

 AGREEMENT OF REINSURANCE
MASTER NO. 10092

between

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

360 Central Avenue, Suite 900, St. Petersburg, Florida, 33701
(herein referred to as the "Company")

and

GENERAL REINSURANCE CORPORATION

a Delaware corporation having its principal offices at
120 Long Ridge Road, Stamford, Connecticut 06902
(herein referred to as the "Reinsurer")
____________________________________________________________________________

GENERAL ARTICLES

In consideration of the promises set forth in this Agreement, the parties agree as follows:

Article I - SCOPE OF AGREEMENT

As a condition precedent to the Reinsurer's obligations under this Agreement, the Company shall cede to the Reinsurer the business described in this Agreement, and the
Reinsurer shall accept such business as reinsurance from the Company.

This Agreement is comprised of the General Articles I through XVII and the Exhibit(s) listed below and each Exhibit which may be made a part of this Agreement. The terms of the
General Articles and of the Exhibit(s) shall determine the rights and obligations of the parties. The terms of the General Articles shall apply to each Exhibit unless specifically
amended therein. In the event of termination of all the Exhibits made a part of this Agreement, the General Articles shall automatically terminate when the liability of the Reinsurer
under said Exhibits ceases.

EXHIBIT A - EXCESS OF LOSS REINSURANCE (Per Risk) of Property Business

(Treaty ID No. 1015168)

Article II - PARTIES TO THE AGREEMENT

This Agreement is solely between the Company and the Reinsurer. When more than one Company is named as a party to this Agreement, the first Company named shall be the
agent of the other companies as to all matters pertaining to this Agreement. Performance of the obligations of each party under this Agreement shall be rendered solely to the other
party. However, if the Company becomes insolvent, the liability of the Reinsurer shall be modified to the extent set forth in the article entitled INSOLVENCY OF THE COMPANY. In
no instance shall any insured of the Company or any claimant against an insured of the Company have any rights under this Agreement.

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GENERAL REINSURANCE CORPORATION
Article III - MANAGEMENT OF CLAIMS AND LOSSES

The Company shall investigate and settle or defend all claims and losses. When requested by the Reinsurer, the Company shall permit the Reinsurer, at the expense of the
Reinsurer, to be associated with the Company in the defense or settlement of any claim, loss, or legal proceeding which involves or is likely to involve the Reinsurer. All payments of
claims or losses by the Company within the terms and limits of its policies which are within the limits set forth in the applicable Exhibit shall be binding on the Reinsurer, subject to
the terms of this Agreement.

Article IV - RECOVERIES

The Company shall pay to or credit the Reinsurer with the Reinsurer's portion of any recovery obtained from salvage, subrogation, other insurance, or otherwise. Adjustment
Expense for recoveries shall be deducted from the amount recovered. However, if the Adjustment Expense incurred in obtaining recoveries exceeds the amount recovered, if any,
the excess Adjustment Expense shall be apportioned between the parties in proportion to the liability of each party for the loss before the recovery was obtained.

The Reinsurer shall be subrogated to the rights of the Company to the extent of its loss payments to the Company. The Company agrees to enforce its rights of salvage,
subrogation, and its rights against insurers or other parties or to assign these rights to the Reinsurer.

If the reinsurance under an Exhibit is on a share basis, the recoveries shall be apportioned between the parties in the same ratio as the amounts of their liabilities bear to the loss. If
the reinsurance under an Exhibit is on an excess basis, recoveries shall be distributed to the parties in an order inverse to that in which their liabilities accrued.

Article V - PREMIUM REPORTS AND REMITTANCES

Premium reports and reinsurance premiums or other amounts due either party shall be remitted by a method mutually agreed between the Company and the Reinsurer.

Article VI - ERRORS AND OMISSIONS

The Reinsurer shall not be relieved of liability because of an error or accidental omission of the Company in reporting any claim or loss or any business reinsured under this
Agreement, provided that the error or omission is rectified promptly after discovery.

The Reinsurer shall be obligated only for the return of the premium paid for business reported but not reinsured under this Agreement.

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GENERAL REINSURANCE CORPORATION
Article VII - SPECIAL ACCEPTANCES

Business not within the terms of this Agreement may be submitted to the Reinsurer for special acceptance and, if accepted by the Reinsurer, shall be subject to all of the terms of
this Agreement except as modified by the special acceptance.

Article VIII - RESERVES AND TAXES

The Reinsurer shall maintain the required reserves as to the Reinsurer's portion of unearned premium, if any, claims, losses, and Adjustment Expense.

The Company shall be liable for all premium taxes on premium ceded to the Reinsurer under this Agreement. If the Reinsurer is obligated to pay any premium taxes on this
premium, the Company shall reimburse the Reinsurer; however, the Company shall not be required to pay taxes twice on the same premium.

Article IX - OFFSET

The Company or the Reinsurer may offset any balance, whether on account of premium, commission, claims or losses, Adjustment Expense, salvage, or otherwise, due from one
party to the other under this Agreement or under any other agreement heretofore or hereafter entered into between the Company and the Reinsurer.

Article X - INSPECTION OF RECORDS

The Company shall allow the Reinsurer to inspect, at reasonable times, the records of the Company relevant to the business reinsured under this Agreement, including the
Company's files concerning claims, losses, or legal proceedings which involve or are likely to involve the Reinsurer. The Reinsurer's right of inspection shall continue after the
termination of this Agreement.

Article XI - TRIA INUREMENT

As respects any "insured loss", as defined in the Terrorism Risk Insurance Act of 2002 as subsequently amended ("the Act"), for which the Reinsurer makes a payment to the
Company under this Agreement, the following provisions shall apply.

If the sum of:

(a) Financial assistance provided under the Act to the Company and its affiliates, if any, (as "affiliate" is defined in the Act) with respect to all "insured loss" that applies to
each "program year", as defined in the Act; and

(b) Amounts recoverable by the Company and its affiliates, if any, under all reinsurance which the Company and its affiliates, if any, purchase, including but not limited to
this

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GENERAL REINSURANCE CORPORATION
 reinsurance, all other treaty reinsurance and all facultative reinsurance, for any such "insured loss",

exceeds the amount of the Company's and its affiliates', if any, gross "insured loss", the excess amount shall be allocated to the Reinsurer in the ratio that the Reinsurer's liability for
the "insured loss" under this Agreement bears to the total recoverable reinsurance for the "insured loss" under (b) above.

Upon receipt of payment under the Act by the Company and its affiliates, if any, the Company shall pay to or credit the Reinsurer under this Agreement with the Reinsurer's share of
such excess amount determined in accordance with the preceding paragraph.

Article XII - ARBITRATION

All unresolved differences of opinion between the Company and the Reinsurer relating to this Agreement, including its formation and validity, shall be submitted to arbitration
consisting of one arbitrator chosen by the Company, one arbitrator chosen by the Reinsurer, and a third arbitrator chosen by the first two arbitrators.

The party demanding arbitration shall communicate its demand for arbitration to the other party by registered or certified mail, identifying the nature of the dispute and the name of
its arbitrator, and the other party shall then be bound to name its arbitrator within 30 days after receipt of the demand.

Failure or refusal of the other party to so name its arbitrator shall empower the demanding party to name the second arbitrator. If the first two arbitrators are unable to agree upon a
third arbitrator after the second arbitrator is named, each arbitrator shall name three candidates, two of whom shall be declined by the other arbitrator, and the choice shall be made
between the two remaining candidates by drawing lots. The arbitrators shall be disinterested and shall be active or retired officers of property or casualty insurance or reinsurance
companies.

The arbitrators shall adopt their own rules and procedures and are relieved from judicial formalities. In addition to considering the rules of law and the customs and practices of the
insurance and reinsurance business, the arbitrators shall make their award with a view to effecting the intent of this Agreement.

The decision of the majority of the arbitrators shall be in writing and shall be final and binding upon the parties.

Each party shall bear the cost of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and other costs of the arbitration. In the
event both arbitrators are chosen by one party, the fees of all arbitrators shall be equally divided between the parties.

The arbitration shall be held at the times and places agreed upon by the arbitrators.

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GENERAL REINSURANCE CORPORATION
Article XIII - INSOLVENCY OF THE COMPANY

In the event of the insolvency of the Company, the reinsurance proceeds will be paid to the Company or the liquidator, with reasonable provision for verification, on the basis of the
claim allowed in the insolvency proceeding without diminution by reason of the inability of the Company to pay all or part of the claim, except as otherwise specified in the statutes of
any state having jurisdiction of the insolvency proceedings or except where the Agreement, or other written agreement, specifically provides another payee of such reinsurance in
the event of insolvency.

The Reinsurer shall be given written notice of the pendency of each claim against the Company on the policy(ies) reinsured hereunder within a reasonable time after such claim is
filed in the insolvency proceedings. The Reinsurer shall have the right to investigate each such claim and to interpose, at its own expense, in the proceeding where such claim is to
be adjudicated, any defenses which it may deem available to the Company or its liquidator. The expense thus incurred by the Reinsurer shall be chargeable, subject to court
approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a
result of the defense undertaken by the Reinsurer.

Article XIV - SEVERABILITY

If any provision of this Agreement shall be rendered illegal or unenforceable by the laws, regulations or public policy of any jurisdiction, such provision shall be considered void in
such jurisdiction, but this shall not affect the validity or enforceability of any other provision of this Agreement or the enforceability of such provision in any other jurisdiction.

Article XV - GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Article XVI - ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties with respect to the business reinsured hereunder. Any change or modification to this Agreement shall be
made by written amendment to this Agreement and signed by the parties hereto.

Article XVII - MODE OF EXECUTION

The Reinsurer and the Company agree that this Agreement and all amendments hereto may be executed as follows:

(a) By an original written ink signature of paper documents; or

(b) By an exchange of facsimile copies or digitally scanned copies showing the original written ink signature of paper documents; or

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GENERAL REINSURANCE CORPORATION
 (c) By an electronic signature employing any technology to capture a person’s signature in such a manner that the signature is unique to the person signing, is capable of
verification to authenticate the signature, and is linked to the document signed.

The use of any one or a combination of these modes of execution will constitute a legally binding and valid signature.

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GENERAL REINSURANCE CORPORATION
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, through their duly authorized representatives,

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

this 21st day of January , 2015,
DATE SIGNED BY COMPANY

/s/ Brad Martz

COMPANY OFFICER SIGNATURE

Brad Martz
PRINTED COMPANY OFFICER NAME

CFO
COMPANY OFFICER TITLE

/s/ Hollie Davis

COMPANY WITNESS SIGNATURE

GENERAL REINSURANCE CORPORATION

and this 21st day of January , 2015,
DATE SIGNED BY GRC

/s/ James S. Lewis

GRC OFFICER SIGNATURE

James S. Lewis
PRINTED GRC OFFICER NAME

Senior Vice President

GRC OFFICER TITLE

/s/ John L.
GRC WITNESS SIGNATURE

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GENERAL REINSURANCE CORPORATION
 EXHIBIT A - EXCESS OF LOSS REINSURANCE (Per Risk) of Property Business
(Treaty ID No. 1015168)

Attached to and made a part of

AGREEMENT OF REINSURANCE MASTER NO. 10092
____________________________________________________________________________

Section 1 - BUSINESS SUBJECT TO THIS EXHIBIT

This Exhibit shall apply to Property Business written by the Company, which is defined as insurance which is classified in the NAIC form of annual statement as fire, allied lines,
inland marine, commercial multiple peril (property coverages), homeowners multiple peril (property coverages) except those lines specifically excluded in the section entitled
EXCLUSIONS, on Risks wherever located in the United States of America, its territories and possessions. On policies which provide inland marine coverage beyond these territorial
limits, the territorial limits of this Exhibit shall be identical with those of the Company's policies.

Section 2 - COMMENCEMENT

This Exhibit shall apply to new and renewal policies of the Company becoming effective at and after 12:01 A.M., January 1, 2015, and policies of the Company in force at 12:01
A.M., January 1, 2015 with respect to claims and losses resulting from Occurrences taking place at and after the aforesaid time and date, and shall continue in force until terminated
in accordance with the provisions of the section entitled TERMINATION.

Section 3 - LIABILITY OF THE REINSURER

The Reinsurer shall pay to the Company, with respect to each Risk of the Company, the amount of Net Loss sustained by the Company in excess of the Company Retention but not
exceeding the Limits of Liability of the Reinsurer as set forth in the Schedule of Reinsurance.

SCHEDULE OF REINSURANCE
____________________________________________________________________________

Class of Business Company Retention Limits of Liability of the Reinsurer

____________________________________________________________________________

Property Business $1,000,000 $2,000,000

____________________________________________________________________________

The liability of the Reinsurer shall not exceed:

(a) $4,000,000 with respect to all Net Loss on all Risks involved in one Occurrence.

(b) $8,000,000 with respect to all Net Loss on all Risks involved in all Occurrences (including Terrorism Occurrences) taking place during each Agreement Year.

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GENERAL REINSURANCE CORPORATION
 (c) $4,000,000 with respect to all Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from all Terrorism Occurrences
taking place during each Agreement Year, regardless of any other cause or event contributing to such loss or damage in any way or at any time, or whether such loss
or damage is accidental or intentional. However, no coverage shall be afforded under this Exhibit for:

(1) As respects all business reinsured hereunder other than homeowners multiple peril (property coverages) and dwelling fire, all Net Loss arising out of all loss or
damage directly or indirectly arising out of, caused by, or resulting from any Terrorism Occurrence but only if it appears to have been committed by an individual
or individuals acting on behalf of any individual who is not a US citizen, or on behalf of a business or nonprofit entity, trust or estate formed under or based in a
country outside of the United States and its territories, or on behalf of a country, state or political subdivision or unit outside of the United States, or any other
foreign interest, and results in damage within the United States or the premises of a United States mission, provided the property and casualty industry
insurance losses resulting from such Terrorism Occurrence exceed $5,000,000.

(2) All Net Loss arising out of all loss or damage directly or indirectly arising out of, caused by, or resulting from any Terrorism Occurrence which involves (i)
pathogenic chemical or biological substances, however caused; (ii) nuclear reaction or radiation, or radioactive contamination, however caused; or (iii) any other
cause or event resulting from (i) or (ii) above.

(3) All Net Loss on Risks with total insurable values over all interests of more than $50,000,000 arising out of all loss or damage directly or indirectly arising out of,
caused by, or resulting from any Terrorism Occurrence.

For purposes of sub-paragraphs (b) and (c) above, should the date of termination of this Exhibit coincide with the completion of an Agreement Year, the runoff period, if any, shall be
combined with the last completed Agreement Year. Should the date of termination of this Exhibit not coincide with the completion of an Agreement Year, the last completed
Agreement Year shall be combined with the remaining period of this Exhibit and the runoff period, if any, to constitute a single Agreement Year.

Section 4 - DEFINITIONS

(a) Company Retention

This term shall mean the amount the Company shall retain for its own account; however, this requirement shall be satisfied if this amount is retained by the
Company or its affiliated companies under common management or common ownership.

(b) Net Loss

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GENERAL REINSURANCE CORPORATION
 This term shall mean all sums paid or payable by the Company within the terms and limits of its policies in settlement of claims or losses, including Adjustment
Expense, after deduction of salvage and other recoveries and after deduction of amounts due from all other reinsurance, except catastrophe reinsurance, whether
collectible or not. If the Company becomes insolvent, this definition shall be modified to the extent set forth in the article entitled INSOLVENCY OF THE COMPANY.

Notwithstanding the provisions of the article entitled MANAGEMENT OF CLAIMS AND LOSSES, this term shall also include 90% of Extra Contractual
Obligations and 90% of Losses in Excess of Policy Limits.

Nothing in this definition shall imply that losses are not recoverable hereunder until the Company's Net Loss has been finally ascertained.

For purposes hereof a sum shall be considered "payable only when (i) the Company is subject to a judgment on the claim from which it does not intend to
appeal, or (ii) the Company has obtained a release, or (iii) the Company has accepted the insured’s proof of loss.

(c) Adjustment Expense

This term shall mean expenditures by the Company within the terms of its policies in the direct defense of claims, and in connection with Extra Contractual
Obligations and Losses in Excess of Policy Limits, and as allocated to an individual claim or loss (other than for office expenses and for the salaries and expenses of
employees of the Company or of any subsidiary or related or wholly owned company of the Company) made in connection with the disposition of a claim, loss, or legal
proceeding including investigation, negotiation, and legal expenses; court costs; prejudgment interest; and post judgment interest.

Notwithstanding the provisions of the article entitled MANAGEMENT OF CLAIMS AND LOSSES, this term shall also be deemed to include any expenses
incurred by the Company in bringing or in defending a declaratory judgment action brought to determine the Company's obligations to its insured with respect to a
specific claim under a policy (or coverage part thereof) reinsured hereunder. However, the amount of any declaratory judgment expense that may be included in
computation of Adjustment Expense shall not exceed the lesser of the amount of insurance under the policy or the Reinsurer's Limit of Liability for each Risk under this
Exhibit.

The date on which a declaratory judgment expense is incurred by the Company shall be deemed, in all circumstances, to be the date of the original
Occurrence.

(d) Extra Contractual Obligations and Losses in Excess of Policy Limits

The term "Extra Contractual Obligation" shall mean a loss payment which is not covered under any other provision of this Exhibit resulting from an action
brought against the Company alleging negligence or bad faith arising from the Company's handling of any claim otherwise covered under this Exhibit on a policy
reinsured hereunder. Such loss shall be inclusive of attorneys’ fees recoverable in such action.

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GENERAL REINSURANCE CORPORATION
 The term "Loss in Excess of the Policy Limits" shall mean a payment in excess of the policy limit but otherwise within the terms of the policy, such payment
made as a result of the Company's alleged negligence or bad faith in failing to settle within the policy limit, in rejecting an offer of settlement, in the preparation of the
defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.

The date on which an Extra Contractual Obligation or a Loss in Excess of the Policy Limits is incurred by the Company shall be deemed, in all circumstances, to
be the date of the original Occurrence.

There shall be no coverage hereunder where the Extra Contractual Obligation or the Loss in Excess of the Policy Limits has been incurred due to the fraud or
criminal conduct of a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or
corporation or any other organization or party involved in the investigation, defense or settlement of any claim covered hereunder.

Any insurance or other contract which indemnifies or protects the Company against claims which are the subject matter of this definition shall inure to the
benefit of the Reinsurer and shall be deducted to arrive at the amount of the Company's Net Loss. The Company agrees to pursue a timely recovery under any such
insurance or other contract.

Loss otherwise covered hereunder includes punitive damages awarded against the Company where such coverage is permitted by applicable law.

(e) Risk

The Company shall establish what constitutes one Risk and shall make such determination at the time of acceptance, provided:

(1) As respects homeowners or dwelling fire business reinsured hereunder, a dwelling and the coverages associated therewith shall be considered one Risk,
unless such homeowners or dwelling fire property is contained in a Building reinsured hereunder or containing other property reinsured hereunder, and;

(2) All insurance written under one or more policies of the Company against the same peril on the same Building and its contents, including time element
coverages and associated property coverages, shall be combined. A Building and its contents, including time element coverages and associated property
coverages, shall never be considered more than one Risk; and,

(3) When two or more Buildings and their contents, including time element coverages and associated property coverages, are situated at the same General
Location, the Company shall identify on its records at the time of acceptance by the Company those individual Buildings and their contents, including time
element coverages and associated property coverages, that

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GENERAL REINSURANCE CORPORATION
 are to be considered to constitute each Risk; if such identification is not made, each Building and its contents, including time element coverages and associated
property coverages, shall be considered to be a separate Risk; and,

(4) Multiple General Locations shall never be combined and considered one Risk.

(f) Building

This term shall mean each structure enclosed within exterior walls. Exterior walls are defined as the perimeter foundation walls on which four walls are
constructed regardless of the number of additional structures placed upon this perimeter foundation.

(g) General Location

This term shall mean a contiguous and unbroken tract of land owned, occupied, or operated by the insured(s) as one property site. A General Location shall not
be construed to be equal to a municipality, county, state or any other administrative or similar district, public or private.

(h) Occurrence

This term shall mean a loss or series of losses arising out of one event.

(i) Terrorism Occurrence

This term shall mean an Occurrence arising out of any Act of Terrorism, as described in paragraphs (1) and (2) below.

(1) An Act of Terrorism means an activity, including the threat of an activity or any preparation for an activity, that (a) causes either (i) damage to property, or (ii)
injury to persons; and (b) appears to be intended to: (i) intimidate or coerce a civilian population, or (ii) disrupt any segment of an economy, or (iii) influence the
policy of a government by intimidation or coercion, or (iv) affect the conduct of a government by destruction, assassination, kidnapping or hostage-taking, or (v)
advance a political, religious or ideological cause; provided, however, that an Act of Terrorism for purposes of this definition shall not include any act or threat as
described above perpetrated by an official, employee or agent of a foreign state acting for or on behalf of such state.

(2) An Act of Terrorism is also deemed to include any act authorized by a governmental authority for the purpose of preventing, terminating, countering or
responding to any act or threat of terrorism or for the purpose of preventing or minimizing the consequences of any act or threat of terrorism.

(j) Agreement Year

This term shall mean each twelve-month period commencing on January 1st.

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 (k) Company's Subject Earned Premium

This term shall mean the earned portion of the premium written by the Company on the business reinsured hereunder, after deduction from such premium
earned of the portion paid for share reinsurance which inures to the benefit of the Reinsurer.

(l) Named Windstorm

This term shall mean a storm and all other atmospheric perils arising out of such storm that is identified and named as a Tropical Storm or Hurricane by the
National Hurricane Center of the National Weather Service, operated by the National Oceanographic and Atmospheric Administration of the United States
Government.

Section 5 - EXCLUSIONS

This Exhibit shall not apply to:

(a) Reinsurance assumed by the Company other than reinsurance of primary business assumed from affiliated companies;

(b) Nuclear incident per the Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance attached hereto. Further, this Exhibit does not apply to loss or damage
caused directly or indirectly by nuclear reaction or radiation, or radioactive contamination, but this exclusion does not preclude coverage for loss or damage which are
covered under Insurance Services Office basic wordings. If the Company elects to file an exclusion independent of ISO, such exclusion will be deemed a suitable
substitute provided the Company has submitted the wording to the Reinsurer and received the Reinsurer's prior approval;

(c) Any loss or liability accruing to the Company directly or indirectly from any insurance written by or through any pool or association including pools or associations in
which membership by the Company is required under any statutes or regulations;

(d) Any liability of the Company arising from its participation or membership in any insolvency fund;

(e) Any loss or damage directly or indirectly arising out of, caused by, or resulting from war, including undeclared or civil war; warlike action by a military force, including
action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or
insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. War includes any activity
that would be included as an "act of terrorism" as defined in the definition of Terrorism Occurrence, but for the fact that such activity was perpetrated by an official,
employee or agent of a foreign state acting for or on behalf of such state. Such loss or damage is excluded regardless of any other cause or event contributing to such
loss or damage in any way or at any time;

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GENERAL REINSURANCE CORPORATION
(f) Loss, damage, costs or expenses arising out of the release, discharge, dispersal, or escape of pollutants; the extraction, removal, clean up, containment, monitoring,
or detoxification of pollutants; or the removal, restoration, or replacement of polluted land or water; however, this exclusion does not apply to (1) coverage for loss,
damage, costs, or expenses which are covered under Insurance Services Office or AAIS basic wordings; (2) any Risk located in a jurisdiction which has not approved
the ISO or AAIS wordings; or (3) where other regulatory constraints prohibit the Company from implementing such wordings. If the Company elects to file an
endorsement independent of ISO or AAIS, such endorsement will be deemed a suitable substitute provided the Company has submitted the wording to the Reinsurer
and received the Reinsurer's prior approval. Nevertheless, if the insured elects to purchase any "buy back" or additional coverage options, such options shall not be
covered hereunder even if such options are provided by or covered under ISO or AAIS wordings;

(g) Business classified as Boiler and Machinery, Equipment Breakdown or Machinery Breakdown, howsoever styled; ‡60

(h) Insurance on growing crops; fidelity, credit insurance, financial guaranty, residual value and insolvency business; mortgage impairment insurance and similar kinds of
insurance; and insurance on animals under so-called mortality or fertility policies; all howsoever styled;

(i) Difference in conditions insurance and similar kinds of insurance, howsoever styled; ‡60

(j) Railroad rolling stock;

(k) Offshore property Risks;

(l) Watercraft, other than watercraft insured under a standard homeowners policy; ‡60

(m) Risks written on a layered basis, whether primary or excess of loss, or policies written with a deductible or franchise of more than $10,000; however, this exclusion
shall not apply to policies which provide a percentage deductible or franchise in connection with windstorm or earthquake; ‡60

(n) Satellites, including any related business interruption or cargo;

(o) Inland marine business with respect to the following:

(1) Bridges, dams, and tunnels; ‡60

(2) Cargo insurance when written as such with respect to ocean, lake, or inland waterways vessels; ‡60

(3) Faulty film, tape, processing and editing insurance and cast insurance; ‡60

(4) Drilling rigs for natural fuels; ‡60

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GENERAL REINSURANCE CORPORATION
 (5) Radio, television, telephone towers or other towers used in communications; ‡60

(p) Losses with respect to overhead transmission and distribution lines (including those used by cable operators and telecommunications providers) and their supporting
structures, other than those on or within 500 feet of the insured premises. However, public utilities extension and/or suppliers extension and/or contingent business
interruption coverage are not subject to this exclusion, provided these are not part of a transmitters' or distributors' policy; ‡60

(q) Insurance against earthquake outside the State of South Carolina, howsoever written. Insurance against earthquake in the State of South Carolina except when
written in conjunction with fire and otherwise eligible perils; ‡60

(r) Insurance against flood, surface water, waves, tidal waves, overflow of any body of water, or their spray, all whether driven by wind or not, except when written in
conjunction with fire and otherwise eligible perils; ‡60

(s) Insurance against Named Windstorm

(t) With respect to all business reinsured hereunder other than homeowners multiple peril and dwelling fire, any cost to replace or restore (1) Electronic Data or (2)
information on Valuable Papers and Records which exist as Electronic Data or (3) coverage for business income or extra expense arising out of a suspension of
operations caused by the destruction or corruption of (1) or (2) above. Electronic Data means information, facts or computer programs stored as or on, created or used
on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing
devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the
foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to
it, which enable the computer or device to receive, process, store, retrieve or send data. Valuable Papers and Records include but are not limited to proprietary
information, books of account, deeds, manuscripts, abstracts, drawings and card index systems. However, this exclusion does not apply to costs and coverages which
are covered under Insurance Services Office 2002 Commercial Property and 2006 Businessowners forms. Nevertheless, if the insured elects to purchase any "buy
back" or additional coverage options, such options shall not be covered hereunder even if such options are provided by or covered under ISO wordings.

If the Company is bound, without the knowledge of and contrary to the instructions of the Company's supervisory underwriting personnel, on any business falling within the
scope of exclusions followed by "‡60" above, the exclusions otherwise applicable shall be suspended with respect to such business or exposures for a period extending until
60 days after the date when an underwriting supervisor of the Company acquires knowledge thereof. However, if the Company elects to cancel the policy during the
aforementioned 60-day period and is prevented from doing so within such period due to statute or regulation, the policy shall remain covered hereunder until the earliest date
on which the Company may legally

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GENERAL REINSURANCE CORPORATION
 effectuate cancellation, but in no event past the second anniversary of the policy following the date the underwriting supervisor of the Company acquires such knowledge.

Section 6 - OTHER REINSURANCE

The obligations of the Company to reinsure business falling within the scope of this Exhibit and of the Reinsurer to accept such reinsurance are mandatory and no other reinsurance
(either facultative or treaty) is permitted, except as provided for below.

When the amount of insurance written by the Company on an individual Risk exceeds $3,000,000, the Company may purchase facultative excess of loss or share reinsurance for
the excess amount on such Risk. The Company may also purchase facultative excess of loss reinsurance or facultative share reinsurance within the liability of the Reinsurer, if, in
the underwriting judgment of the Company, the Reinsurer will be benefited thereby. In no event, however, shall the amount required with respect to the Company Retention be
reduced.

Recoveries from catastrophe reinsurance shall be deemed not to reduce the amount required with respect to the Company Retention.

Section 7 - REINSURANCE PREMIUM

The Company shall pay to the Reinsurer a reinsurance premium equal to 0.171% of the Company's Subject Earned Premium.

Section 8 - AUTOMATIC REINSTATEMENT

The Limits of Liability of the Reinsurer with respect to each Risk shall be reduced by an amount equal to the amount of liability paid by the Reinsurer, but that part of the liability of
the Reinsurer that is so reduced shall be automatically reinstated from the date of the Occurrence for which payment is made; however, the Limits of Liability of the Reinsurer
hereunder with respect to all Risks in all Occurrences taking place during each Agreement Year shall not exceed the amounts set forth in the section entitled LIABILITY OF THE
REINSURER. In consideration of this automatic reinstatement:

(a) For the first and second $2,000,000 so reinstated there shall be no additional reinsurance premium.

(b) For the next $2,000,000 so reinstated, the Company shall pay to the Reinsurer an additional reinsurance premium that shall be the product of 100% of the reinsurance
premium as set forth in the section entitled REINSURANCE PREMIUM for the Agreement Year multiplied by the amount of the reinstated Limit of Liability of the
Reinsurer divided by $2,000,000.

Any reinsurance premium so developed for each amount reinstated shall be in addition to the reinsurance premium set forth in the section entitled REINSURANCE PREMIUM.

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Section 9 - REPORTS AND REMITTANCES

(a) Reinsurance Premium

Within 25 days after the close of each calendar quarter, the Company shall render to the Reinsurer a report of the reinsurance premium for the quarter with
respect to the Company's Subject Earned Premium during the quarter, summarizing the reinsurance premium by line of insurance; and the amount due the Reinsurer
shall be remitted within 25 days after the close of the quarter.

Within 45 days after the close of each Agreement Year, the Company shall render to the Reinsurer a report of the Company's Subject Earned Premium during
the Agreement Year. The Company shall calculate the reinsurance premium thereon and remit to the Reinsurer with such report the amount of reinsurance premium, if
any, in excess of the minimum and deposit reinsurance premium paid for the Agreement Year.

(b) Claims and Losses

The Company shall report promptly to the Reinsurer, but within no more than 60 days after the Company becomes aware that the claim or loss falls within one
of the criteria listed below:

(1) Each claim or loss which, in the Company's opinion, may involve the reinsurance afforded by this Exhibit;

(2) Any circumstance which, in the judgment of the Company, may result in an Extra Contractual Obligation or Loss in Excess of the Policy Limits that involves the
reinsurance afforded by this Exhibit;

(3) Any action brought against the Company alleging bad faith arising from the Company's handling of a claim otherwise covered under this Exhibit;

(4) Any declaratory judgment action brought by or against the Company.

The Company shall advise the Reinsurer of the estimated amount of Net Loss in connection with each such claim or loss and of any subsequent changes in
such estimates.

Promptly upon receipt of a definitive statement of Net Loss from the Company, but within no more than 25 days after receipt of such statement, the Reinsurer
shall pay to the Company the Reinsurer's portion of Net Loss. The Company shall report to the Reinsurer any subsequent changes in the amount of Net Loss, and the
amount due either party shall be remitted promptly, but within no more than 25 days after receipt of such report.

(c) P.C.S. Catastrophe Bulletins

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GENERAL REINSURANCE CORPORATION
 The Company shall furnish to the Reinsurer, upon request, the following information with respect to each catastrophe set forth in the Catastrophe Bulletins
published by the Property Claim Services:

(1) The preliminary estimates of the amount recoverable from the Reinsurer;

(2) The Reinsurer's portion of claims, losses, and Adjustment Expenses paid less salvage recovered during each calendar quarter;

(3) The Reinsurer's portion of reserves for claims, losses, and Adjustment Expenses at the end of each calendar quarter.

(d) General

In addition to the reports required by (a), (b), and (c) above, the Company shall furnish such other information as may be required by the Reinsurer for the
completion of the Reinsurer's quarterly and annual statements and internal records.

All reports shall be rendered on forms or in format acceptable to the Company and the Reinsurer.

Section 10 - TERMINATION

Either party may terminate this Exhibit at any time by sending to the other, by certified mail to its principal office, notice stating the time and date when, not less than 90 days after
the date of mailing of such notice, termination shall be effective.

The Reinsurer shall not be liable for claims and losses resulting from Occurrences taking place at and after the effective time and date of termination.

If this Exhibit is replaced, renewed, rewritten, or endorsed, the provisions of the Interlocking section, if any, of the successor Exhibit/Agreement/Endorsement shall also apply to this
Exhibit provided that the successor Exhibit/Agreement/Endorsement specifically references this Exhibit.

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GENERAL REINSURANCE CORPORATION
 NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE -
REINSURANCE - USA

(1) This Agreement does not cover any loss or liability accruing to the Company directly or indirectly and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or
Nuclear Energy risks.

(2) Without in any way restricting the operation of paragraph (1) of this Clause, this Agreement does not cover any loss or liability accruing to the Company, directly or indirectly and whether as Insurer or Reinsurer, from any
insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

(i) Nuclear reactor power plants including all auxiliary property on the site, or

(ii) Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and "critical facilities" as such, or

(iii) Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material", and for reprocessing, salvaging, chemically separating, storing or disposing of "spent" nuclear
fuel or waste materials, or

(iv) Installations other than those listed in paragraph (2) (iii) above using substantial quantities of radioactive isotopes or other products of nuclear fission.

(3) Without in any way restricting the operations of paragraphs (1) and (2) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as Insurer
or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph (3) shall not operate:

(a) where the Company does not have knowledge of such nuclear reactor power plant or nuclear installation, or

(b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However on and after 1st January 1960 this sub-
paragraph (b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.

(4) Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Company, directly or indirectly, and whether as
Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

(5) It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Company to be the primary hazard.

(6) The term "special nuclear material" shall have the meaning given it in the Atomic Energy Act of 1954 or by any law amendatory thereof.

(7) The Company to be sole judge of what constitutes:

(a) substantial quantities, and

(b) the extent of installation, plant or site.

Note: Without in any way restricting the operation of paragraph (1) hereof, it is understood and agreed that:

(a) all policies issued by the Company on or before 31st December 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960 whichever first occurs whereupon all the
provisions of this Clause shall apply.

(b) with respect to any risk located in Canada policies issued by the Company on or before 31st December 1958 shall be free from the application of the other provisions of this Clause until expiry date or 31st December 1960
whichever first occurs whereupon all the provisions of this Clause shall apply.

Page 1 of 1
GENERAL REINSURANCE CORPORATION
 PROPERTY CATASTROPHE EXCESS OF LOSS
REINSURANCE AGREEMENT
NO.POR1179477

EFFECTIVE: JANUARY 1, 2015

between

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida

and

SWISS REINSURANCE AMERICA CORPORATION

Armonk, New York

 PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE AGREEMENT
NO. POR1179477

ARTICLE CONTENTS PAGE

PREAMBLE
I BUSINESS COVERED 1
II EFFECTIVE DATE AND TERMINATION 2
III TERRITORY 2
IV LIMIT AND RETENTION 2
V REINSTATEMENT 3
VI DEFINITIONS 3
VII EXCLUSIONS 7
VIII SPECIAL ACCEPTANCE 10
IX REINSURANCE PREMIUM 10
X CLAIMS 12
XI LATE PAYMENTS 12
XII SALVAGE AND SUBROGATION 14
XIII ACCESS TO RECORDS 14
XIV TAXES 14
XV FOREIGN ACCOUNT TAX COMPLIANCE ACT 14
XVI OFFSET 15
XVII DISPUTE RESOLUTION 15
XVIII INSOLVENCY 17
XIX CONFIDENTIALITY 17
XX ERRORS AND OMISSIONS 18
XXI INTERNATIONAL TRADE CONTROLS 18
XXII ENTIRE AGREEMENT CLAUSE 19
XXIII LIABILITY OF THE REINSURER 19
XXIV NET RETAINED LINES 19
XXV AMENDMENTS 19
SIGNATURES

ATTACHMENTS: INSOLVENCY FUNDS EXCLUSION CLAUSE

POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
TOTAL INSURED VALUE EXCLUSION CLAUSE
POLLUTION AND SEEPAGE EXCLUSION CLAUSE
NUCLEAR INCUDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.
NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - NO. 4
NUCLEAR INCIDENT EXCLUSION CLAUSE - PROPERTY TREATY
TERRORISM EXCLUSION CLAUSE - PROPERTY TREATY
REINSURANCE - NMA2930C
 PROPERTY CATASTROPHE EXCESS OF LOSS
REINSURANCE AGREEMENT
NO. POR1179477
(hereinafter referred to as the "Agreement")

between

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

St. Petersburg, Florida

(hereinafter referred to as the "Company")

and

SWISS REINSURANCE AMERICA CORPORATION

Armonk, New York

(hereinafter referred to as the "Reinsurer")

ARTICLE I - BUSINESS COVERED

A. The Reinsurer shall indemnify the Company on an excess of loss basis in respect of the Company's Ultimate Net Loss paid by the Company as a result of losses occurring
during the term of this Agreement, for Policies in force as of January 1, 2015, and new and renewal Policies becoming effective on or after said date, subject to the terms and
conditions contained herein.

B. This Agreement is solely between the Company and the Reinsurer, and nothing contained in this Agreement shall create any obligations or establish any rights against the
Reinsurer in favor of any person or entity not a party hereto.

C. The performance of obligations by both parties under this Agreement shall be in accordance with a fiduciary standard of good faith and fair dealing.

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D. Under this Agreement, the indemnity for reinsured loss applies to those Policies issued by the Company with respect to the following Lines of Business as classified in the
Company's Annual Statement, subject to the exclusions set forth in Article VII- Exclusions.
NAIC
CODE: LINES OF BUSINESS:

01 Fire
02 Allied Lines
09 Inland Marine
04 Homeowners (Section I only)
05 Commercial Multiple Peril (Section I only)
25 Plate Glass
26 Burglary and Theft

ARTICLE II - EFFECTIVE DATE AND TERMINATION

A. This Agreement shall apply to losses occurring within the period commencing 12:01 a.m., Eastern Standard Time, January 1, 2015, and ending 12:01 a.m., Eastern Standard
Time, January 1, 2016.

B. Upon termination of this Agreement, the Reinsurer shall be liable for losses occurring prior to the date of termination; however, the Reinsurer shall have no liability for losses
occurring on or after the termination date of this Agreement.

C. If this Agreement shall terminate while a Loss Occurrence covered hereunder is in progress, it is agreed that, subject to the other conditions of this Agreement, the Reinsurer
shall indemnify the Company as if the entire Loss Occurrence had occurred during the time this Agreement is in force provided such Loss Occurrence covered hereunder
started before the date of termination.

ARTICLE III - TERRITORY

This Agreement applies to risks located in the United States of America, its territories and possessions, except that with respect to Inland Marine and Multiple Peril Policies covered
hereunder, the territorial limits of this Agreement shall be those of the original Policies when such Policies are written to cover risks primarily located in the United States of America
and its territories and possessions.

ARTICLE IV - LIMIT AND RETENTION

A. The limits and retentions provided under this Agreement are as follows:

The Reinsurer shall be liable for the amount of the Company's Ultimate Net Loss in any one Loss Occurrence in excess of $3,000,000, but the Reinsurer shall never
be liable for more than $ 22,000,000 in any one Loss Occurrence.

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B. It is understood that Commercial business covered hereunder shall not exceed $1,000,000 any one risk, or so deemed.

C. It is warranted by the Company that the reinsurance provided under this Agreement shall attach only when two or more Risks are involved in the same Loss Occurrence.

ARTICLE V - REINSTATEMENT

A. Each claim hereunder reduces the amount of indemnity from the time of occurrence of the loss by the sum paid, but any amount so exhausted is hereby reinstated from the
time the Loss Occurrence commences hereon.

B. For each amount so reinstated the Company agrees to pay an additional premium calculated at pro rata of the annual premium hereon, being pro rata only as to the fraction
of the limit of liability of this Agreement (i.e., the fraction of $22,000,000) so reinstated and 100% as to the term.

C. Nevertheless, the Reinsurer's liability hereunder shall never exceed $22,000,000 in respect of any one Loss Occurrence and shall be further limited in all during the term of
this Agreement to $44,000,000.

ARTICLE VI - DEFINITIONS

A. DECLARATORY JUDGMENT EXPENSES

"Declaratory Judgment Expenses" shall mean all legal expenses, incurred in the representation of the Company in litigation brought to determine the Company's
defense and/or indemnification obligations, that are allocable to any specific claim or loss applicable to Policies subject to this Agreement. In addition, the Company shall
promptly notify the Reinsurer of any Declaratory Judgment Expenses subject to this Agreement.

B. EXTRA CONTRACTUAL OBLIGATIONS

1. EXTRACONTRACTUAL OBLIGATIONS are defined as those liabilities not covered under any other provision of this Agreement and which arise from the handling of
any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or
by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its
insured or in the preparation or prosecution of an appeal consequent upon such action.

2. The date on which an Extra Contractual Obligation is incurred by the Company shall be deemed, in all circumstances, to be the date of the original accident, casualty,
disaster or loss occurrence.

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 3. However, coverage hereunder as respects Extra Contractual Obligations shall not apply where the loss has been incurred due to the fraud of a member of the Board
of Directors or a corporate officer of the Company acting individually or collectively or in collusion with any individual or corporation or any other organization or party
involved in the presentation, defense or settlement of any claim covered hereunder.

4. Recoveries, collectibles or retention from any other form of insurance or reinsurance, including deductibles or self-insured retention which protect the Company
against Extra Contractual Obligations, shall inure to the benefit of the Reinsurer and shall be deducted from the total amount of Extra Contractual Obligations, to the
extent they are collected by the Company, for purposes of determining the loss hereunder.

5. If any provision of this paragraph B. shall be rendered illegal or unenforceable by the laws, regulations or public policy of any jurisdiction, such provision shall be
considered void in such jurisdiction, but this shall not affect the validity or enforceability of any other provision of this paragraph or the enforceability of such provision
in any other jurisdiction.

C. LOSS ADJUSTMENT EXPENSES

"Loss Adjustment Expenses" shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal,
adjustment, settlement, litigation, defense or appeal of a specific claim, regardless of how such costs and expenses are allocated for statutory reporting purposes, including
but not limited to court costs and costs of supersedeas and appeal bonds, and including but not limited to 1. pre-judgment interest, unless included as part of the award or
judgment; 2. post-judgment interest; 3. Declaratory Judgment Expenses; 4. monitoring counsel expenses; and 5.a pro rata share of salaries and expenses of Company field
employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of
losses covered by this Contract. Loss Adjustment Expense does not include salaries and expenses of employees, other than (e) above, and office and other overhead
expenses.

D. LOSS IN EXCESS OF POLICY LIMITS

1. "Loss in Excess of Policy Limits" is defined as loss in excess of the limit of the original Policy, such loss in excess of the limit having been incurred because of failure
by the Company to settle within the Policy limit or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of
the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.

2. However, this paragraph D. shall not apply where the loss has been incurred due to fraud by a member of the Board of Directors or a corporate officer of the Company
acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement
of any claim covered hereunder.

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 3. For the purposes of this paragraph D., the word "loss" shall mean any amounts which the Company would have been contractually liable to pay had it not been for the
limit of the original Policy.

4. With respect to coverage provided under this paragraph D., recoveries from any insurance or reinsurance other than this Agreement, shall be deducted to arrive at the
amount of the Company's Ultimate Net Loss.

E. LOSS OCCURRENCE

1. The term "Loss Occurrence" shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or
losses arising out of one event which occurs within the area of one state of the United States or states contiguous thereto and to one another. However, the duration
and extent of any one Loss Occurrence shall be limited to all individual losses sustained by the Company occurring during any period of 168 consecutive hours arising
out of and directly occasioned by the same event except that the term "Loss Occurrence" shall be further defined as follows:

a. As regards windstorm, not otherwise excluded, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained
by the Company occurring during any period of 120 consecutive hours arising out of and directly occasioned by the same event. However, the event need not
be limited to one state or province or states or provinces contiguous thereto.

b. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company, occurring during any
period of 96 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly
occasioned by the same event. The maximum duration of 96 consecutive hours may be extended in respect of individual losses which occur beyond such 96
consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.

c. As regards earthquake (the epicentre of which need not necessarily be within the territorial confines referred to in the opening paragraph of this Article) and fire
following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included
in the Company's Loss Occurrence.

d. As regards Freeze, only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks)
may be included in the Company's Loss Occurrence.

e. As regards firestorms, brush fires and any other fires or series of fires, irrespective of origin (except as provided in subparagraphs b. and c. above),

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 which spread through trees, grassland or other vegetation, all individual losses sustained by the Company which commence during any period of 168
consecutive hours within a 150-mile radius of any one fixed point selected by the Company may be included in the Company's "Loss Occurrence." However, an
individual loss subject to this subparagraph cannot be included in more than one "Loss Occurrence."

f. As regards Terrorism, as defined in and not otherwise excluded by the Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c attached hereto,
all individual losses sustained by the Company occurring during any period of 96 consecutive hours arising out of and directly occasioned by the same event.
Should such an event of Terrorism give rise to other perils which, in an unbroken chain of causation, have occasioned the losses, the cause of the losses is
understood to be that event of Terrorism.

2. For all Loss Occurrences the Company may choose the date and time when any such period of consecutive hours commences provided that it is not earlier than the
date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss and provided that only one
such period of 168 consecutive hours shall apply with respect to one event except for those Loss Occurrences referred to in a. above, where only one such period of
120 consecutive hours shall apply with respect to one event, and b. and f. above, where only one such period of 96 consecutive hours shall apply with respect to one
event, regardless of the duration of the event.

3. No individual losses occasioned by an event that would be covered by:

a. a 120 hours clause may be included in any Loss Occurrence claimed under the 96 or 168 hours provision

b. a 96 hours clause may be included in any Loss Occurrence claimed under the 120 or 168 hours provision

c. a 168 hours clause may be included in any Loss Occurrence claimed under the 120 or 96 hours provision

F. NET PREMIUMS WRITTEN

The term Net Premiums Written shall mean gross premiums written less returns, allowances and reinsurances which inure to the benefit of the reinsurer.

G. POLICIES

The term "Policies" shall mean each of the Company's binders, policies and contracts of insurance on the business covered hereunder.

H. RISK

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 The Company shall be the sole judge of what constitutes one Risk.

I. SUBJECT EARNED PREMIUM

"Subject Earned Premium" as used herein is equal to the sum of the Net Premiums Written on the business covered hereunder during the period under consideration,
plus the unearned premium reserve as respects premiums in force at the beginning of such period, less the unearned premium reserve as respects premiums in force at the
end of the period, said unearned premium is to be calculated on an actual daily basis or in accordance with the Company's methodology, as agreed.

J. ULTIMATE NET LOSS

1. The term "Ultimate Net Loss" shall mean the actual sum paid or payable by the Company in settlement of losses or liability after making deductions for all recoveries,
including subrogation, salvages, and claims upon other reinsurances, whether collectible or not, which inure to the benefit of the Reinsurer under this Agreement, and
shall include Loss Adjustment Expenses incurred by the Company; provided, however, that in the event of the insolvency of the Company, Ultimate Net Loss shall
mean the amount of loss and Loss Adjustment Expenses for which the Company is liable, and payment by the Reinsurer shall be made to the liquidator, receiver,
conservator or statutory successor of the Company in accordance with the provisions of Article XVIII Insolvency of this Agreement.

2. The term "Ultimate Net Loss" shall include 90% of Loss In Excess of Policy Limits and 90% of Extra Contractual Obligations, as defined herein, but only as respects
business covered under this Agreement.

3. All recoveries, salvages or payments recovered or received subsequent to a loss settlement under this Agreement shall be applied as if recovered or received prior to
the aforesaid settlement and all necessary adjustments to the loss settlement shall be made by the parties hereto.

4. Nothing in this paragraph J. shall be construed to mean that losses are not recoverable hereunder until the Ultimate Net Loss of the Company has been ascertained.

ARTICLE VII - EXCLUSIONS

THIS AGREEMENT DOES NOT COVER:

A. THE FOLLOWING GENERAL CATEGORIES

1. All Lines of Business not specifically listed in Article I - Business Covered.

2. Policies issued with a deductible of $100,000 or more; provided this exclusion shall not apply to Policies which customarily provide a percentage deductible on the
perils of earthquake or windstorm.

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 3. Reinsurance assumed.

4. Ex-gratia Payments.

5. Loss or damage occasioned by war, invasion, revolution, bombardment, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power,
martial law, or confiscation by order of any government or public authority, but not excluding loss or damage which would be covered under a standard form of Policy
containing a standard war exclusion clause.

6. Insolvency Funds as per the attached Insolvency Funds Exclusion Clause, which is made part of this Agreement.

7. Pool, Syndicate and Association business as per the attached Pools, Associations and Syndicates Exclusion Clause, which is made part of this Agreement.

8. Risks where the Total Insured Value, per risk, exceeds the figure specified as per the attached Total Insured Value Exclusion Clause, which is made part of this
Agreement.

9. Loss resulting from damage to overhead transmission and distribution lines, including supporting structures and anything attached thereto, of any public or private
utility company, cable television or telecommunication company of any kind. This exclusion shall not apply to such overhead transmission and distribution lines,
including supporting structures and anything attached thereto located on the premises of any policyholder or within 1,000 feet thereof. Nor shall this exclusion apply to
utility service interruption or contingent business interruption losses for any policyholder, unless such policyholder is a public or private utility company, cable television
or telecommunication company of any kind.

10. Any statutory or regulatory fine or penalty imposed upon the Company on account of any unfair trade or claim practice, or for any other practice, action or inaction
(actual or alleged), associated with, related to, or arising from the Company’s handling of any claim or business covered hereunder.

B. THE FOLLOWING CLASSES OF BUSINESS AND TYPES OF RISKS

1. Mortgage Impairment.

2. Growing and/or standing crops.

3. Mortality and Health covering birds, animals or fish.

4. All onshore and offshore gas and oil drilling rigs.

5. Petrochemical operations engaged in the production, refining or upgrading of petroleum or petroleum derivatives or natural gas.

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 6. Satellites.

7. All railroad business.

8. As respects Inland Marine business:

a. Registered Mail and Armored Car Policies.

b. Jeweler's Block Policies.
c. Furrier's Customers Policies.
d. Rolling Stock.
e. Parcel Post when written to cover banks and financial institutions.
f. Commercial Negative Film Insurance.
g. Garment Contractors Policies.
h. Mining Equipment while underground.
i. Radio and Television Broadcasting Towers.
j. Motor Truck Cargo Insurance written for common carriers operating beyond a radius of 200 miles.

C. THE FOLLOWING PERILS

1. Flood and/or Earthquake when written on a stand alone basis.

2. Difference in Conditions, however styled.

3. Pollution and Seepage as per the attached Pollution and Seepage Exclusion Clause, which is made part of this Agreement.

4. Nuclear Incident Exclusion Clauses which are attached and made part of this Agreement:

a. Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance - U.S.A.

b. Nuclear Incident Exclusion Clause - Reinsurance - No. 4.

5. a. Loss, damage or expense of whatsoever nature caused directly or indirectly by any of the following, regardless of any other cause or event contributing
concurrently or in any other sequence to the loss: nuclear reaction or radiation, or radioactive contamination, however caused.

b. However, if nuclear reaction or radiation, or radioactive contamination results in fire it is specifically agreed herewith that this Agreement will pay for such fire
loss or damage subject to all of the terms, conditions and limitations of this Agreement.

c. This exclusion shall not apply to loss, damage or expense originating from and occurring at risks using radioactive isotopes in any form where the nuclear
exposure is not considered by the Company to be the primary hazard.

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 6. Terrorism, in accordance with the Terrorism Exclusion Clause - Property Treaty Reinsurance - NMA2930c attached to and forming part of this Agreement.

7. Loss, damage or expense of whatsoever nature arising directly or indirectly from fungi, bacteria, including mold or mildew, and/or any mycotoxins, spores, scents or
byproducts produced or released by fungi, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any
sequence to that injury or damage. Such loss is excluded regardless of any other cause or event contributing concurrently or in any sequence to the loss.

8. Named Windstorms. The term "Named Windstorm" shall mean a storm and all other atmospheric perils arising out of such storm that is identified and named as a
Tropical Storm or Hurricane by the NHC. The duration of such Named Windstorm shall be deemed to be:

a. Beginning at the time a Named Windstorm warning is issued by the NHC for any part of each state in which the Company writes the business reinsured
hereunder;

b. Continuing for the time period which the Named Windstorm conditions exist anywhere in such state; and

c. Ending 72 hours following termination of the last Named Windstorm warning by NHC for any part of such state.

"NHC" means the National Hurricane Center of the National Weather Service, operated by the National Oceanographic and Atmospheric Administration of the
United States Government.

ARTICLE VIII - SPECIAL ACCEPTANCE

Risks which are beyond the terms, conditions or limitations of this Agreement may be submitted to the Reinsurer for special acceptance hereunder; and such risks, if accepted in
writing by the Reinsurer, shall be subject to all of the terms, conditions and limitations of this Agreement, except as modified by the special acceptance. Premiums and losses
derived from any special acceptance shall be included with other data for rating purposes under this Agreement.

ARTICLE IX - REINSURANCE PREMIUM

A. The Company shall pay to the Reinsurer a premium for the reinsurance provided hereunder at the rate set forth in Paragraph B. below. Such rate shall be applied to the
Company's Subject Earned Premium for the term of this Agreement.

B. A deposit premium shall be payable by the Company to the Reinsurer in four equal installments each due January 1, 2015, April 1, 2015, July 1, 2015 and October 1, 2015.
As promptly as possible after the termination of this Agreement, the Company shall render a

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 statement to the Reinsurer showing the actual reinsurance premium due hereunder. If such premium calculation differs from the deposit previously paid, the debtor party shall
pay the outstanding balance as soon as practicable. However, in no event shall the adjusted premium be less than the minimum premium set forth below.

Rate Quarterly Premium Minimum Premium Deposit Premium

.4049% $514,250 $1,645,600 $2,057,000

C. In respect of Paragraph B. above:

1. All statements shall be sent to the Reinsurer at:

a. E-Mail/Word, Excel, PDF, or TIF Formats, or other scanned documents:

[email protected], or

b. Standard Mail:

Swiss Reinsurance America Corporation

Technical Accounting Department
175 King Street
Armonk, NY 10504

2. All checks and supporting documentation shall be sent to the Reinsurer through one of the options set forth below and shall identify the applicable Reinsurer
Agreement Number(s):

a. WIRE TRANSFER

(i) All wires shall be sent to:

The Bank of New York

1 Wall Street
New York, NY 10286
Account Name: Swiss Reinsurance America Corporation
Account Number: 8900489197
ABA Number: 021000018
SWIFT: IRVTUS3N

(ii) All supporting documentation shall be sent to:

(a) E-Mail/Word, Excel, PDF, or TIF Formats, or other scanned documents:

[email protected]

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 (b) Swiss Reinsurance America Corporation
Technical Accounting Department
175 King Street
Armonk, NY 10504

b. COURIER OR OVERNIGHT CARRIER

Both checks and supporting documentation shall be sent to:

Swiss Reinsurance America Corporation C/O BONY Mellon

500 Ross Street - 154-0455
Pittsburgh, PA 15262
Attn: Wholesale Lockbox
Re: Lockbox 392052

c. LOCK BOX

Both checks and supporting documentation shall be sent to:

Swiss Re America
P.O. Box 392052
Pittsburgh, PA 15251-9052

ARTICLE X - CLAIMS

A. The Company shall promptly notify the Reinsurer of each Loss Occurrence which, in the opinion of the Company, may involve the reinsurance provided hereunder and of all
subsequent developments relating thereto, stating the amount claimed and estimate of the Company's Ultimate Net Loss and Loss Adjustment Expenses, by Line of
Business.

B. The Company shall have the responsibility to investigate, defend or negotiate settlements of all claims and lawsuits related to Policies written by the Company and reinsured
under this Agreement.

ARTICLE XI - LATE PAYMENTS

A. The provisions of this Article shall not be implemented unless specifically invoked, in writing, by one of the parties to this Agreement.

B. In the event any premium, loss or other payment due either party is not received by that party by the payment due date, the party to whom payment is due may, by notifying
the debtor party in writing, require it to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last
business day of each month as follows:

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 1. The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times

2. 1/365th of the one-month LIBOR on the first business day of the month for which the calculation is made, plus 1%; times

3. The amount past due, including accrued interest.

It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.

C. The establishment of the due date shall, for purposes of this Article, be determined as follows:

1. As respects the payment of routine deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Agreement. In the
event a due date is not specifically stated for a given payment, it shall be deemed due 30 days after the date of receipt by the Reinsurer of the initial billing for each
such payment.

2. Any claim or loss payment due the Company hereunder shall be deemed due 15 business days after the proof of loss or demand for payment is received by the
Reinsurer. If such loss or claim payment is not received within the 15 business days, interest will accrue on the payment or amount overdue in accordance with
paragraph B of this Article, from the date the proof of loss or demand for payment was received by the Reinsurer. Notwithstanding the foregoing, if the Reinsurer finds
the information contained in the Company's demand for payment is insufficient or not in accordance with the conditions of this Agreement, then it may request from the
Company, on or before the due date set forth in this subparagraph 2, all additional information necessary to validate its claim. In such case, the payment due date set
forth in this paragraph shall be deemed to be 15 business days after the Reinsurer has received the requested additional information.

2. As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as
provided for in the applicable section of this Agreement. In the event a due date is not specifically stated for a given payment, it shall be deemed due 10 business days
following receipt by the debtor party of written notification that the provisions of this Article have been invoked.

D. For purposes of interest calculations only, amounts due hereunder shall be deemed paid upon receipt by the party to which such debt is owed.

E. Nothing herein shall be construed as limiting or prohibiting the Reinsurer from contesting the validity of any claim, or from participating in the defense of any claim or suit, or
prohibiting either party from contesting the validity of any payment or from initiating any dispute resolution proceeding in accordance with the provisions of this agreement. If
the debtor party prevails

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 in such proceeding, then any interest penalties due hereunder on the amount in dispute shall be null and void. If the debtor party loses in such proceeding, then the interest
penalty on the amount determined to be due hereunder shall be calculated in accordance with the provisions set forth above unless otherwise determined by such
proceeding. If a debtor party advances payment of any amount it is contesting, and proves to be correct in its contestation, either in whole or in part, the other party shall
reimburse the debtor party for any such excess payment made plus interest on the excess amount calculated in accordance with this Article.

ARTICLE XII - SALVAGE AND SUBROGATION

A. In the event of the payment of any indemnity by the Reinsurer under this Agreement, the Reinsurer shall be subrogated, to the extent of such payment, to all of the rights of
the Company against any person or entity legally responsible for damages of the loss. The Company agrees to enforce such rights; but, in case the Company refuses or
neglects to do so, the Reinsurer is hereby authorized and empowered to bring any appropriate action in the name of the Company or their policyholders or otherwise to
enforce such rights.

B. From any amount recovered by subrogation, salvage or other means, there shall first be deducted the expenses incurred in effecting the recovery. The balance shall then be
used to reimburse the excess carriers in the inverse order to that in which their respective liabilities attached, before being used to reimburse the Company for its primary
loss.

ARTICLE XIII - ACCESS TO RECORDS

The Reinsurer or its duly authorized representatives shall have the right to examine, at the offices of the Company at a reasonable time, during the currency of this Agreement or
anytime thereafter, all books and records of the Company relating to business which is the subject of this Agreement.

ARTICLE XIV - TAXES

The Company shall be liable for all taxes on premiums paid to the Reinsurer under this Agreement, except income or profit taxes of the Reinsurer, and shall indemnify and hold the
Reinsurer harmless for any such taxes which the Reinsurer may become obligated to pay to any local, state or federal taxing authority.

ARTICLE XV - FOREIGN ACCOUNT TAX COMPLIANCE ACT

A. On or before the later of (i) the date upon which withholding agents generally are required to begin withholding payments under the foreign account tax compliance provisions
of the Hiring Incentives to Restore Employment Act of 2010, including any related regulations of the Internal Revenue Service ("FATCA"), or (ii) five (5) business days prior to
the first premium cession due date hereunder, the Reinsurer shall provide to the Company the FATCA required documentation (including a valid W-8BENE, W-9 or such
other documentation approved for

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 use by the United States Internal Revenue Service) confirming that the Reinsurer is not subject to any withholding pursuant to FATCA.

B. If the Reinsurer fails to provide the Company with such FATCA-required documentation in accordance with Paragraph A., above, the Company shall withhold from such
Reinsurer 30% of the reinsurance premium otherwise due such Reinsurer with respect to United States risks for payment to the United States Internal Revenue Service in
accordance with FATCA. The remaining reinsurance premium shall be ceded to the Reinsurer.

C. In the event of any return of premium becoming due hereunder, the Reinsurer will deduct the applicable percentage from the return premium payable hereon, and cooperate
with the reasonable requests of the Company to pursue recovery of such withholding from the United States Government.

ARTICLE XVI - OFFSET

Each party to this Agreement together with their successors or assigns shall have and may exercise, at any time, the right to offset any balance or balances due the other (or, if
more than one, any other). Such offset may include balances due under this Agreement and any other agreements heretofore or hereafter entered into between the parties
regardless of whether such balances arise from premiums, losses or otherwise, and regardless of capacity of any party, whether as assuming insurer and/or ceding insurer, under
the various agreements involved, provided however, that in the event of insolvency of a party hereto, offsets shall only be allowed in accordance with the provisions of Section 7427
of the Insurance Law of the State of New York to the extent such statute or any other applicable law, statute or regulation governing such offset shall apply.

ARTICLE XVII - DISPUTE RESOLUTION

Part I - Choice Of Law And Forum

Any dispute arising under this Agreement shall be resolved in the State of Florida, and the laws of the State of Florida shall govern the interpretation and application of this
Agreement.

Part II - Mediation

If a dispute between the Company and the Reinsurer, arising out of the provisions of this Agreement or concerning its interpretation or validity and whether arising before or after
termination of this Agreement has not been settled through negotiation, both parties agree to try in good faith to settle such dispute by nonbinding mediation, before resorting to
arbitration.

Part III - Arbitration

A. Resolution of Disputes - Any dispute not resolved by mediation between the Company and the Reinsurer arising out of the provisions of this Agreement or concerning its
interpretation or validity, whether arising before or after termination of this Agreement, shall be submitted to arbitration in the manner hereinafter set forth.

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B. Composition of Panel - Unless the parties agree upon a single arbitrator within 15 days after the receipt of a notice of intention to arbitrate, all disputes shall be submitted to
an arbitration panel composed of two arbitrators and an umpire chosen in accordance with Paragraph C. hereof.

C. Appointment of Arbitrators - The members of the arbitration panel shall be chosen from disinterested persons with at least 10 years experience in the insurance and
reinsurance business. Unless a single arbitrator is agreed upon, the party requesting arbitration (hereinafter referred to as the "claimant") shall appoint an arbitrator and give
written notice thereof by certified mail or by a courier service producing evidence of receipt by the receiving party, to the other party (hereinafter referred to as the
"respondent") together with its notice of intention to arbitrate. Within 30 days after receiving such notice, the respondent shall also appoint an arbitrator and notify the
claimant thereof by certified mail or by a courier service producing evidence of receipt by the receiving party. Before instituting a hearing, the two arbitrators so appointed
shall choose an umpire. If, within 20 days after the appointment of the arbitrator chosen by the respondent, the two arbitrators fail to agree upon the appointment of an
umpire, each of them shall nominate three individuals to serve as umpire, of whom the other shall decline two and the umpire shall be chosen from the remaining two by
drawing lots. The name of the individual first drawn shall be the umpire.

D. Failure of Party to Appoint an Arbitrator - If the respondent fails to appoint an arbitrator within 30 days after receiving a notice of intention to arbitrate, the claimant's arbitrator
shall appoint an arbitrator on behalf of the respondent, such arbitrator shall then, together with the claimant's arbitrator, choose an umpire as provided in Paragraph C. of Part
III of this Article.

E. Submission of Dispute to Panel - Within 30 days after the notice of appointment of all arbitrators, the panel shall meet, and determine a timely period for discovery, discovery
procedures and schedules for hearings.

F. Procedure Governing Arbitration - All proceedings before the panel shall be informal and the panel shall not be bound by the formal rules of evidence. The panel shall have
the power to fix all procedural rules relating to the arbitration proceeding. In reaching any decision, the panel shall give due consideration to the customs and usages of the
insurance and reinsurance business.

G. Arbitration Award - The arbitration panel shall render its decision within 60 days after termination of the proceeding, which decision shall be in writing, stating the reasons
therefor. The decision of the majority of the panel shall be final and binding on the parties to the proceeding. In no event, however, will the panel be authorized to award
punitive, exemplary or consequential damages of whatsoever nature in connection with any arbitration proceeding concerning this Agreement.

H. Cost of Arbitration - Unless otherwise allocated by the panel, each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other parties
the expense of the umpire and the arbitration.

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ARTICLE XVIII - INSOLVENCY

A. In the event of insolvency of the Company, the reinsurance provided by this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company as
respects Policies covered hereunder, without diminution because of such insolvency, directly to the Company or its liquidator, receiver, conservator or statutory successor
except as provided in Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or as otherwise provided under applicable law, statute or regulation.

B. The Reinsurer shall be given written notice of the pendency of each claim or loss which may involve the reinsurance provided by this Agreement within a reasonable time
after such claim or loss is filed in the insolvency proceedings. The Reinsurer shall have the right to investigate each such claim or loss and interpose, at its own expense, in
the proceedings where the claim or loss is to be adjudicated, any defense which it may deem available to the Company, its liquidator, receiver, conservator or statutory
successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to
the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

C. In addition to the offset provisions set forth in Article XVI Offset, any debts or credits, liquidated or unliquidated, in favor of or against either party on the date of the
receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are deemed mutual debts or credits and shall be set
off with the balance only to be allowed or paid. Although such claim on the part of either party against the other may be unliquidated or undetermined in amount on the date
of the entry of the receivership or liquidation order, such claim will be regarded as being in existence as of such date and any claims then in existence and held by the other
party may be offset against it.

D. Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement or to enlarge upon the rights or obligations of either party
hereunder except as provided herein.

ARTICLE XIX - CONFIDENTIALITY

A. The Reinsurer hereby acknowledges that the terms and conditions of this Contract, documents, information and data provided to it by the Company, whether directly or
through an authorized agent, during the course of negotiation, administration, and performance of this Contract (hereinafter referred to as confidential information) are
proprietary and confidential to the Company. Confidential information shall not include documents, information or data that the Reinsurer can show:

1. Are publicly available or have become publicly available through no unauthorized act of the Reinsurer;

2. Have been rightfully received from a third person without obligation of confidentiality; or

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 3. Were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality.

B. Absent the written consent of the Company, the Reinsurer shall not disclose any confidential information to any third parties, including any affiliated companies, except:

1. When required by retrocessionaires subject to the business ceded to this Contract;

2. When required by regulators performing an audit of the Reinsurer’s records and/or financial condition;

3. When required by external auditors performing an audit of the Reinsurer’s records in the normal course of business; or

4. When required by courts or arbitrators in connection with an actual or potential dispute hereunder.
5. When required by legal counsel or third party service providers engaged to provide services for the Reinsurer and subject to a confidentiality agreement no less
restrictive than this article.

Further, the Reinsurer agrees not to use any confidential information for any purpose not related to its internal reinsurance operations, the performance of its
obligations or enforcement of its rights under this Contract.

C. Notwithstanding the above, in the event the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the
confidential information, the Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure and to use its best
efforts to assist the Company in maintaining the confidentiality provided for in this Article.

D. The provisions of this Article shall extend to the officers, directors, shareholders and employees of the Reinsurer and its affiliates, and shall be binding upon their successors
and assigns.

ARTICLE XX - ERRORS AND OMISSIONS

Inadvertent delays, errors or omissions made in connection with this Contract or any transaction hereunder shall not relieve either party from any liability which would have attached
had such delay, error or omission not occurred, provided always that such error or omission is rectified as soon as possible after discovery and that the Reinsurer is not prejudiced
thereby.

ARTICLE XXI- INTERNATIONAL TRADE CONTROLS

In no event shall the reinsurer be deemed to provide cover nor shall the reinsurer be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such
cover, payment of such claim or provision of such benefit would expose the reinsurer to any sanction, prohibition

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or restriction under united nations resolutions or the trade or economic sanctions, laws or regulations of any jurisdiction applicable to the reinsurer.

ARTICLE XXII - ENTIRE AGREEMENT

A. This Agreement and any related special acceptance(s), shall constitute the entire agreement between the parties hereto with respect to the business reinsured hereunder
and there are no understandings between the parties other than as expressed in this Agreement.

B. Any change to or modification of this Agreement shall be null and void unless made by an addendum signed by both parties.

ARTICLE XXIII - LIABILITY OF THE REINSURER

A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all of the general and specific stipulations, clauses, waivers,
interpretations and modifications of the Company’s Policies and any endorsements thereto. However, in no event shall this be construed in any way to provide coverage
outside the terms and conditions set forth in this Agreement.

B. Nothing herein shall in any manner create any obligations or establish any rights against the reinsurer in favor of any third party or any persons not parties to this Agreement.

ARTICLE XXIV - NET RETAINED LINES

A. This Agreement applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any reinsurance which inures solely to the
benefit of the Company), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Agreement attaches, only
loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included.

B. The amount of the Reinsurer’s liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the company to collect from any other
reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other
reinsurer(s) or otherwise.

ARTICLE XXV- AMENDMENTS

This Agreement may be amended by mutual consent of the parties expressed in an addendum; and such addendum, when executed by both parties, shall be deemed to be an
integral part of this Agreement and binding on the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the following dates:

UNITED PROPERTY & CASUALTY INSURANCE COMPANY

___________________________________ ______________________________________
Signature Signature

___________________________________ ______________________________________
Print Name Print Name

Title:_______________________________ Title:__________________________________

Date:_______________________________ Date:__________________________________

SWISS REINSURANCE AMERICA CORPORATION

Digitally signed by Digitally signed by

Andrew Robertson [email protected]
Date: 2015.01.20 Date: 2015.01.16
09:15:13 - 05'00' 15:53:22 - 06'00'

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 SUPPLEMENT TO THE ATTACHMENTS

DEFINITION OF IDENTIFICATION TERMS USED WITHIN THE ATTACHMENTS

A. Wherever the term "Company" or "Reinsured" or "Reassured" or whatever other term is used to designate the reinsured company or companies within the various attachments
to the reinsurance agreement, the term shall be understood to mean Company or Reinsured or Reassured or whatever other term is used in the attached reinsurance
agreement to designate the reinsured company or companies.

B. Wherever the term "Agreement" or "Contract" or "Policy" or whatever other term is used to designate the attached reinsurance agreement within the various attachments to the
reinsurance agreement, the term shall be understood to mean Agreement or Contract or Policy or whatever other term is used to designate the attached reinsurance agreement.

C. Wherever the term "Reinsurer" or "Reinsurers" or "Underwriters" or whatever other term is used to designate the reinsurer or reinsurers in the various attachments to the
reinsurance agreement, the term shall be understood to mean Reinsurer or Reinsurers or Underwriters or whatever other term is used to designate the reinsuring company or
companies.

_________________________________________________________________________________________________________________________________________________

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 INSOLVENCY FUNDS EXCLUSION CLAUSE

This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise from its participation or membership, whether voluntary or involuntary, in any
insolvency fund or from reimbursement of any person for any such liability. "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund or other
arrangement, howsoever denominated, established or governed, which provides for any assessment of or payment or assumption by any person of part or all of any claim, debt,
charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent or which is otherwise deemed unable
to meet any claim, debt, charge, fee or other obligation in whole or in part.

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 POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE

SECTION A

Excluding:

(a) All Business derived directly or indirectly from any Pool, Association or Syndicate which maintains its own reinsurance facilities.

(b) Any Pool or Scheme (whether voluntary or mandatory) formed after March 1, 1968, for the purpose of insuring Property whether on a country-wide basis or in respect of
designated areas. This Exclusion shall not apply to so-called Automobile Insurance Plans or other Pools formed to provide coverage for Automobile Physical Damage.

SECTION B

It is agreed that business, written by the Company for the same perils, which is known at the time to be insured by or in excess of underlying amounts placed in the following Pools,
Associations or Syndicates, whether by way of insurance or reinsurance is excluded hereunder:

Industrial Risk Insurers (successor to Factory Insurance Association and Oil Insurance Association); Associated Factory Mutuals.

Any Pool, Association or Syndicate formed for the purpose of writing Oil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs.

United States Aircraft Insurance Group, Canadian Aircraft Insurance Group, Associated Aviation Underwriters, American Aviation Underwriters.

SECTION B does not apply:

(a) Where the Total Insured Value over all interests of the risk in question is less than $350,000,000.

(b) To interests traditionally underwritten as Inland Marine or Stock and/or Contents written on a Blanket basis.

(c) To Contingent Business Interruption, except when the Company is aware that the key location is known at the time to be insured in any Pool, Association or Syndicate named
above.

-1-
(d) To risks as follows: Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (other than Railroad Schedules) and Builders Risks on the classes of risks
specified in this subsection (d) only.

-2-
SECTION C

NEVERTHELESS the Reinsurer specifically agrees that Liability accruing to the Company from its participation in:

(a) The following so-called "Coastal Pools":

ALABAMA INSURANCE UNDERWRITING ASSOCIATION

FLORIDA WINDSTORM UNDERWRITING ASSOCIATION
LOUISIANA INSURANCE UNDERWRITING ASSOCIATION
MISSISSIPPI WINDSTORM INSURANCE UNDERWRITING ASSOCIATION
NORTH CAROLINA INSURANCE UNDERWRITING ASSOCIATION
SOUTH CAROLINA WINDSTORM AND HAIL UNDERWRITING ASSOCIATION
TEXAS CATASTROPHE PROPERTY INSURANCE ASSOCIATION

and

(b) All "Fair Plan" and "Rural Risk Plan" Business

for all perils otherwise protected hereunder will not be excluded, except however, that this reinsurance does not include any increase in such liability resulting from:

(1) The inability for any other participant in such "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan" to meet its liability.

(2) Any Claim against such "Coastal Pool" and/or "Fair Plan" and/or "Rural Risk Plan" or any participant therein, including the Company, whether by way of subrogation or
otherwise, brought by or on behalf of any insolvency fund (as defined in the Insolvency Funds Exclusion Clause incorporated in this agreement).

-3-
 TOTAL INSURED VALUE EXCLUSION CLAUSE

It is the mutual intention of the parties to exclude risks, other than Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (except Railroad schedules)
and Builders Risk on the above classes, where at the time of the cession, the Total Insured Value over all interests exceeds $350,000,000. However, the Company shall be
protected hereunder, subject to the other terms and conditions of this Agreement, if subsequently to cession being made the Company becomes acquainted with the true facts of
the case and discovers that the mutual intention has been inadvertently breached, the Company shall at the first opportunity, and certainly by next anniversary of the original policy,
exclude the risk in question.

It is agreed that this mutual intention does not apply to Contingent Business Interruption or to interest traditionally underwritten as Inland Marine or to Stock and/or Contents written
on a blanket basis except where the Company is aware that the Total Insured Value of $350,000,000 is already exceeded for buildings, machinery, equipment and direct use and
occupancy at the key location.

It is understood and agreed that this Clause shall not apply hereunder where the Company writes 100% of the risk.

Notwithstanding anything contained herein to the contrary, it is the mutual intention of the parties in respect of bridges and tunnels to exclude such risks where the Total Insured
Value over all interests exceeds $350,000,000.
 POLLUTION AND SEEPAGE EXCLUSION CLAUSE

This Reinsurance does not apply to:

1. Pollution, seepage, contamination or environmental impairment (hereinafter collectively referred to as "pollution") insurances, however styled;

2. Loss or damage caused directly or indirectly by pollution, unless said loss or damage follows as a result of a loss caused directly by a peril covered hereunder;

3. Expenses resulting from any governmental direction or request that material present in or part of or utilized on an insured's property be removed or modified, except as
provided in 5. below;

4. Expenses incurred in testing for and/or monitoring pollutants;

5. Expenses incurred in removing debris, unless (A) the debris results from a loss caused directly by a peril covered hereunder, and (B) the debris to be removed is itself
covered hereunder, and (C) the debris is on the insured's premises, subject, however, to a limit of $5,000 plus 25% of (i) the property damage loss, any risk, any one location,
any one original insured, and (ii) any deductible applicable to the loss;

6. Expenses incurred to extract pollutants from land or water at the insured's premises unless (A) the release, discharge, or dispersal of pollutants results from a loss caused
directly by a peril covered hereunder, and (B) such expenses shall not exceed $10,000;

7. Loss of income due to any increased period of time required to resume operations resulting from enforcement of any law regulating the prevention, control, repair, clean-up or
restoration of environmental damage;

8. Claims under 5. and/or 6. above, unless notice thereof is given to the Company by the insured within 180 days after the date of the loss occurrence to which such claims
relate.

"Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials
to be recycled, reconditioned or reclaimed.

Where no pollution exclusion has been accepted or approved by an insurance regulatory authority for use in a policy that is subject to this Agreement or where a pollution exclusion
that has been used in a policy is overturned, either in whole or in part, by a court having jurisdiction, there shall be no recovery for pollution under this Agreement unless said
pollution loss or damage follows as a result of a loss caused directly by a peril covered hereunder.

-1-
Nothing herein shall be deemed to extend the coverage afforded by this reinsurance to property or perils specifically excluded or not covered under the terms and conditions of the
original policy involved.

-2-
NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.

N.M.A. 1119

1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or
Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2. Without in any way restricting the operation of paragraph 1. of this Clause, this Reinsurance does not cover any loss or liability accruing to the Reassured, directly or indirectly,
and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage)
to:

I. Nuclear reactor power plants including all auxiliary property on the site, or

II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or

III. Installations for fabricating complete fuel elements or for processing substantial quantities of "special nuclear material," and for reprocessing, salvaging, chemically
separating, storing or disposing of spent nuclear fuel or waste materials, or

IV. Installations other than those listed in paragraph 2. III. above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3. Without in any way restricting the operation of paragraphs 1. and 2. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing to
the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other
nuclear installation and which normally would be insured therewith, except that this paragraph 3. shall not operate:

(a) where the Reassured does not have knowledge of such nuclear reactor power plant or nuclear installation, or

(b) where the said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused.
However, on and after 1st January, 1960, this sub-paragraph (b) shall only apply provided the said

N.M.A. 1119 -1-

 radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.

4. Without in any way restricting the operation of paragraphs 1., 2. and 3. of this Clause, this Reinsurance does not cover any loss or liability by radioactive contamination accruing
to the Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5. It is understood and agreed this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reassured to be the
primary hazard.

6. The term "special nuclear material" shall have the meaning given to it by the Atomic Energy Act of 1954 or by any law amendatory thereof.

7. Reassured to be sole judge of what constitutes:

(a) substantial quantities, and

(b) the extent of installation, plant or site.

NOTE: - Without in any way restricting the operation of paragraph 1. hereof, it is understood and agreed that

(a) all policies issued by the Reassured on or before 31st December, 1957 shall be free from the application of the other provisions of this Clause until expiry date or 31st
December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply,

(b) with respect to any risk located in Canada policies issued by the Reassured on or before 31st December, 1958 shall be free from the application of the other provisions of this
Clause until expiry date or 31st December, 1960 whichever first occurs whereupon all the provisions of this Clause shall apply.

N.M.A. 1119 -2-

 NUCLEAR INCIDENT EXCLUSION CLAUSE - REINSURANCE - NO. 4

1. This Reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the
purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.

2. Without in any way restricting the operations of Nuclear Incident Exclusion Clauses, - Liability, - Physical Damage, - Boiler and Machinery and paragraph 1. of this Clause, it is
understood and agreed that for all purposes of the reinsurance assumed by the Reinsurer from the Reinsured, all original insurance policies or contracts of the Reinsured
(new, renewal and replacement) shall be deemed to include the applicable existing Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at the time and any
subsequent revisions thereto as agreed upon and approved by the Insurance Industry and/or a qualified Advisory or Rating Bureau.

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 TERRORISM
EXCLUSION

(Property Treaty
Reinsurance)

Notwithstanding any provision to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes loss, damage,
cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any
other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or political division
thereof, or in pursuit of political, religious, ideological, or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons
whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto, and which:

(i) involves violence against one or more persons; or

(ii) involves damage to property; or
(iii) endangers life other than that of the person committing the action; or
(iv) creates a risk to health or safety of the public or a section of the public; or
(v) is designed to interfere with or to disrupt an electronic system.

This reinsurance agreement also excludes loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any
action in controlling, preventing, suppressing, retaliating against, or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions, and limitations of this reinsurance agreement, in respect only of personal lines this reinsurance
agreement will pay actual loss or damage (but not related cost or expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by,
resulting from, or arising out of or in connection with biological, chemical, radioactive, or nuclear pollution or contamination or explosion.

NMA 2930c
22/11/02

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 EXHIBIT 12.1

United Insurance Holdings Corp.

Computation of Ratio of Earnings to Fixed Charges
(in thousands, except ratios)

Includes realized gains and losses For the Year Ended December 31,
2014 2013 2012 2011 2010
Earnings before income taxes 64,410 34,487 ~ 15,714 13,016 (1,408)
Fixed charges:
Interest expensed and capitalized 410 367 355 548 1,608
Amortized premiums, discounts and capitalized expenses related to debt — — — — 159
Interest within rental expense 63 56 39 35 32
Total fixed charges 473 423 394 583 1,799
Earnings before income taxes and fixed charges 64,883 34,910 16,108 13,599 391
Ratio of earnings to fixed charges 137.28 82.56 40.89 23.34 0.22

For purposes of calculating these ratios, earnings consist of pre-tax income from continuing operations and fixed charges. Fixed charges consist of interest expensed and capitalized; amortized premiums, discounts and capitalized
expenses related to debt; and estimated interest within rental expense.

We did not have any preferred stock outstanding and we did not pay or accrue any preferred stock dividends during the periods presented above.
 EXHIBIT 21.1

SUBSIDIARIES OF UNITED INSURANCE HOLDINGS CORP.

United Insurance Management, L.C. (incorporated in Florida)

United Property & Casualty Insurance Company (incorporated in Florida)

Skyway Claims Services, LLC d/b/a UPC Claims (incorporated in Florida)

UPC Re (incorporated in the Cayman Islands)

Family Security Holdings, LLC (incorporated in Delaware)

Family Security Underwriters, LLC (incorporated in Florida)

Family Security Insurance Company (incorporated in Hawaii)

 Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement (No. 333-201425) on Form S-3 of United Insurance Holdings Corp. of our report dated February 25, 2015, relating to our audits of the consolidated financial
statements, the financial statement schedules and internal control over financial reporting which appear in this Annual Report on Form 10-K of United Insurance Holdings Corp. for the year ended December 31, 2014.

/s/ McGladrey LLP

Omaha, Nebraska
February 25, 2015
 EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT

I, John L. Forney, certify that:

1. I have reviewed this Form 10-K of United Insurance Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ John L. Forney

John L. Forney
President and Chief Executive Officer
(principal executive officer)

February 25, 2015

 EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT

I, B. Bradford Martz, certify that:

1. I have reviewed this Form 10-K of United Insurance Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ B. Bradford Martz

B. Bradford Martz
Chief Financial Officer
(principal financial officer and principal accounting officer)

February 25, 2015

 EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

In connection with the Form 10-K of United Insurance Holdings Corp. for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission (the Report), I, John L. Forney, the President and Chief
Executive Officer (principal executive officer) of United Insurance Holdings Corp. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Insurance Holdings Corp.

By: /s/ John L. Forney

John L. Forney
President and Chief Executive Officer
(principal executive officer) February 25, 2015
 EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

In connection with the Form 10-K of United Insurance Holdings Corp. for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission (the Report), I, B. Bradford Martz, the Chief Financial Officer
(principal financial officer and principal accounting officer) of United Insurance Holdings Corp. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Insurance Holdings Corp.

By: /s/ B. Bradford Martz

B. Bradford Martz
Chief Financial Officer
(principal financial officer and
principal accounting officer) February 25, 2015