-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UaSZZ2TtuDz7Cqqkh/I+GTN1ysfXmUQpA2nKZ2shbq7uC6ue+02dgN/EXyIXHRUx EvKqjQnJwpyozLAM9fmupQ== 0001193125-10-228912.txt : 20101013 0001193125-10-228912.hdr.sgml : 20101013 20101013171648 ACCESSION NUMBER: 0001193125-10-228912 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INSURANCE HOLDINGS CORP. CENTRAL INDEX KEY: 0001401521 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 753241967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83187 FILM NUMBER: 101122245 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE STREET 2: SUITE 900 CITY: SAINT PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 727-895-7737 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE STREET 2: SUITE 900 CITY: SAINT PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: FMG ACQUISITION CORP DATE OF NAME CHANGE: 20070531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

UNITED INSURANCE HOLDINGS CORP.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

910710 102

(CUSIP Number)

Samuel F. Hatcher

Executive Vice President, General Counsel and Secretary

Synovus Financial Corp.

1111 Bay Avenue, Suite 500

Columbus, Georgia 31901

(706) 644-4982

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 13, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

 

(Page 1 of 5 Pages)


 

 

CUSIP No. 910710 102

Page 2 of 5        

 

 

 

1.  NAMES OF REPORTING PERSONS

 

Synovus Financial Corp.

 

 

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

 

(a) ¨        

(b) ¨        

 

 

3.  SEC USE ONLY

 

 

4.  SOURCE OF FUNDS (see Instructions)

 

OO

 

 

5.  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)                 ¨

 

 

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

 

Georgia

 

   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
 

7.  SOLE VOTING POWER

 

1,762,941 (includes warrants to purchase 220,047 shares of common stock)

 

 

 

8.  SHARED VOTING POWER

 

-0-

 

 

 

9.  SOLE DISPOSITIVE POWER

 

1,762,941 (includes warrants to purchase 220,047 shares of common stock)

 

 

 

10.  SHARED DISPOSITIVE POWER

 

-0-

 

 

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,762,941

 

 

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

¨

 

 

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.3%

 

 

14.  TYPE OF REPORTING PERSON (see Instructions)

 

CO

 


 

ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”), of United Insurance Holdings Corp. (the “Issuer”). The principal executive office of the Issuer is 360 Central Avenue, Suite 900, St. Petersburg, FL 33701.

ITEM 2. IDENTITY AND BACKGROUND

This Amendment No. 1 to Schedule 13D is filed by Synovus Financial Corp., a Georgia corporation (“Synovus”), whose principal place of business is 1111 Bay Avenue, Suite 500, Columbus, Georgia 31901. Synovus is a financial services company with more than $32 billion in assets based in Columbus, Georgia. Synovus provides commercial and retail banking, investment, mortgage and insurance services to customers in Georgia, Alabama, South Carolina, Florida and Tennessee.

Synovus has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

See Item 4.

ITEM 4. PURPOSE OF TRANSACTION

On October 12, 2010, Synovus and Homeowners Choice, Inc., a Florida corporation (“Buyer”) entered into that certain Purchase Agreement (the “Agreement”) pursuant to which Synovus agreed to sell and Buyer agreed to purchase (1) 1,542,894 shares of Common Stock of the Issuer and (2) warrants to purchase 220,047 shares of Common Stock of the Issuer, which expire on October 4, 2011 (collectively, the “Shares”) for an aggregate purchase price of $4,551,637.30 (the “Transaction”). Consummation of the Transaction (the “Closing”) is subject to customary terms and conditions, including receipt of the approval of the Florida Office of Insurance Regulation. Unless otherwise agreed to by Synovus and Buyer, the Agreement will terminate if the Closing has not occurred on or before November 30, 2010. Upon Closing, Synovus will no longer hold any interest in the Issuer.

Other than as set forth above, Synovus does not have any plans to (i) acquire any additional securities of the Issuer or to dispose of securities of the Issuer, (ii) engage in any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) sell or transfer a material amount of assets of the Issuer or of any of its subsidiaries, (iv) change the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (v) make a material change to the present capitalization or dividend policy of the Issuer, (vi) make any other material change in the Issuer’s business or corporate structure, (vii) make any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (viii) cause any class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) take any action that would result in a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) take any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

As of the date hereof, Synovus beneficially owns 1,762,941 shares of Common Stock, 220,047 of which shares are issuable pursuant to warrants that are currently exercisable or that are exercisable within 60 days. This number represents 16.3% of 10,573,932, the total number of shares of Common Stock outstanding as of August 9, 2010 according to the Issuer’s Quarterly Report on Form 10-Q filed on August 9, 2010. All of these shares of Common Stock and warrants to purchase shares of Common Stock of the Issuer were acquired by Synovus in connection with the September 30, 2008 merger of United Subsidiary Corp., a Florida corporation and a wholly-owned subsidiary of the Issuer (“United Subsidiary”) with and into United Insurance Holdings, L.C., a Florida limited liability company and a wholly-owned subsidiary of Issuer.

Synovus holds warrants to purchase 220,047 shares of Common Stock at a price of $6.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

 

   

the completion of a business combination; and

   

October 4, 2008.


 

The warrants will expire on October 4, 2011, at 5:00 p.m., New York City time. The Issuer may call the warrants for redemption at any time after the warrants become exercisable:

 

   

in whole and not in part;

   

at a price of $.01 per warrant;

   

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

   

if, and only if, the last sale price of the Common Stock equals or exceeds $11.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

In addition, the Issuer may not redeem the warrants unless the warrants and the shares of Common Stock underlying those warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption.

If the Issuer calls the warrants for redemption as described above, the Issuer’s management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” If the Issuer’s management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Issuer. However, the warrants will not be adjusted for issuances of Common Stock at a price below the exercise price.

As to the warrants, Synovus does not have the rights or privileges of holders of Common Stock and any voting rights relating to the Common Stock underlying the warrants until it exercises the warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the warrants, Synovus will be entitled to one vote for each share held of record on all matters to be voted on by stockholders of the Issuer.

Synovus is the sole party with voting and dispositive power with regard to the 1,762,941 shares of Common Stock described in this Schedule 13D.

Other than as set forth in Item 4 above, Synovus has not effected any transactions in the Common Stock during the past sixty days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than as set forth in Item 4 above, Synovus has not entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

1. Purchase Agreement dated as of October 12, 2010 by and between Synovus and Buyer.


 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

October 13. 2010     /s/ Samuel F. Hatcher                                        
    Samuel F. Hatcher
    Executive Vice President, General Counsel and
Secretary
EX-99.1 2 dex991.htm PURCHASE AGREEMENT DATED AS OF OCTOBER 12, 2010 BY AND BETWEEN SYNOVUS AND BUYER Purchase Agreement dated as of October 12, 2010 by and between Synovus and Buyer

Exhibit 99.1

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of October, 2010, by and between Homeowners Choice, Inc. (“Purchaser”), a Florida corporation, and Synovus Financial Corp., a Georgia corporation (“Seller”). Seller and Purchaser are referred to herein collectively as the “Parties.”

R E C I T A L S:

WHEREAS, on the date hereof, Seller is the holder of 1,542,894 shares of common stock, $0.0001 par value per share (the “Common Stock”), of United Insurance Holdings, Corp., a Delaware corporation (the “Company”), which constitute all of the shares of capital stock of the Company owned by Seller (the “Shares”);

WHEREAS, on the date hereof, Seller is the holder of a warrant to purchase 220,047 additional shares of Common Stock, which expires October 4, 2011 and which constitutes the only warrant for capital stock of the Company owned by Seller (the “Warrant”);

WHEREAS, Purchaser desires to purchase the Shares and the Warrant and Seller desires to sell the Shares and the Warrant to the Purchaser pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

A G R E E M E N T S:

1.         Sale. Seller hereby agrees to sell, assign, transfer, convey and deliver the Shares and the Warrant to Purchaser, and Purchaser hereby agrees to purchase the Shares and the Warrant from Seller (the “Transaction”) as set forth in this Agreement.

2.         Purchase Price. The aggregate purchase price for the Shares and the Warrant shall be four million, six hundred fifty-one thousand, five hundred thirty-seven dollars and thirty cents ($4,551,637.30), or two dollars and ninety-five cents ($2.95) per Share, plus one hundred dollars and no cents ($100.00) for the Warrant (the “Purchase Price”), and shall be payable by Purchaser to Seller at the closing.

3.         Closing Matters; Delivery of Shares and Warrant.

a.         The consummation of the sale of the Shares and the Warrant (the “Closing”) shall take place on the first business day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 4 of this Agreement. Such date is sometimes herein called the “Closing Date”. Said Closing may be accomplished by mail, by national overnight carrier, or by facsimile by each Party delivering all applicable documents to the other.

b.         At the Closing, Seller will deliver to Purchaser (i) a duly endorsed stock certificate representing the Shares, (ii) a duly executed stock power evidencing the transfer of the Shares to Purchaser, (iii) a duly endorsed certificate representing the Warrant; and (v) such other

 

- 1 -


instruments of sale, transfer, conveyance and assignment as Purchaser and its counsel may reasonably request; and

c.         At the Closing, Purchaser will pay to Seller cash in an amount equal to the Purchase Price by wire transfer of immediately available funds in accordance with the written instructions of Seller.

4.         Conditions to Closing.

a.         Conditions of Purchaser. The obligations of Purchaser to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Purchaser:

 

  i. the representations and warranties of Seller contained in Section 5 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date;

 

  ii. no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened, which would make the transactions contemplated by this Agreement illegal or otherwise prohibited, or that otherwise adversely affects the right or ability of Purchaser to consummate the Transaction;

 

  iii. Purchaser shall have received either (A) approval of the Florida Office of Insurance Regulation to consummate the Transaction or (B) a written opinion of its legal counsel that the approval set forth in clause (A) of this Section 4(a)(iii) is not required; and

 

  iv. Seller shall have delivered to the Purchaser the documents specified in Section 3(b).

b.         Conditions of Seller. The obligations of the Seller to consummate the Transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Seller:

 

  i. the representations and warranties of Purchaser contained in Section 6 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date;

 

  ii. no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened which would make the Transactions contemplated by this Agreement illegal or otherwise prohibited; and

 

  iii. Purchaser shall have delivered to Seller the Purchase Price.
 

5.         Warranties of Seller. Seller hereby represents and warrants to Purchaser that:

 

- 2 -


 

a.         Power. Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations pursuant to this Agreement and the agreements or documents executed in connection herewith.

b.         Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement are within the legal power and authority of Seller and have been duly and validly authorized by all necessary action on the part of Seller and no other action or proceeding is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes (assuming the due execution and delivery by Purchaser) a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

c.         Title to Shares. The Shares represent all of the issued and outstanding capital stock of the Company owned by Seller. Seller is the owner of all right, title and interest (legal and beneficial) in and to the Shares and has good, valid and marketable title to the Shares, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions or charges of any kind, whether voluntary or involuntary.

d.         Title to Warrant. The Warrant represents the only warrant for capital stock of the Company owned by Seller. Seller is the owner of all right, title and interest (legal and beneficial) in and to the Warrant and has good, valid and marketable title to the Warrant, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions or charges of any kind, whether voluntary or involuntary.

6.         Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that:

(a)         Power. Purchaser has all requisite power to execute, deliver and perform its obligations under this Agreement and consummate the transactions contemplated hereby.

(b)         Authorization. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transaction contemplated hereby are within Purchaser’s power and authority and have been duly and validly authorized by all necessary corporate action on the part of the Company and no proceeding (corporate or otherwise) on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes (assuming the due execution and delivery by Seller) a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

(c)         Consents. Except as provided in Section 6(e) below, no consent, approval, license, permit, order or authorization of, or registration, declaration, or notice of filing with, any governmental entity or other person, and no lapse of a waiting period, is necessary or required for or in connection with the execution, delivery and performance of this Agreement by Purchaser or the enforcement of this Agreement against Purchaser or and the consummation by Purchaser of the transactions contemplated hereby.

(d)         Noncontravention. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not conflict with or violate any applicable laws.

 

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(e)         Regulatory Approval. As of the Closing Date, all required approvals and regulatory filings will have been made and/or obtained, including but not limited to approval (if required) of the Florida Office of Insurance Regulation.

(f)         Accredited Investor. Purchaser is an “accredited investor” as defined in Rule 215 of the Securities Act of 1933, as amended, and (i) is familiar with the business in which the Company is and will be engaged, (ii) based upon its knowledge and experience in financial and business matters, is familiar with investments of this type, (iii) is fully aware of the problems and risks involved in making such an investment, and (iv) is capable of evaluating the merits and risks of this investment. Purchaser acknowledges that, prior to executing this Agreement, there was an opportunity to retain and consult with its own legal counsel, accountants, tax advisors, investment advisors and other third party professionals.

(g)         Sufficient Funds. Purchaser has or will have as of the hereof sufficient funds available to pay the Purchase Price, to pay all fees and expenses related to the transactions contemplated hereby, and to operate the Company as a going concern

(h)         No Other Representations; Acknowledgement. Purchaser acknowledges that other than as set forth in this Agreement, neither Seller nor any of its officers, directors, employees, agents or any other persons acting or purporting to act on its or their behalf has made any representations, warranty or covenant to Purchaser with respect to the Company, its business, its assets or liabilities, the results of its operations, its financial condition, or its prospects, except as expressly set forth in this Agreement.

7.         Negotiated Transaction. The Parties hereby agree that the Purchase Price has been mutually negotiated and agreed upon, and such Purchase Price represents fair and adequate consideration for the Shares and the Warrant.

8.         Dividend Rights. Solely for the purpose of dividends, the consummation of the transactions contemplated by this Agreement shall be deemed to have occurred on the date hereof. Seller disclaims (i) any right to receive dividends on or with respect to the Shares that are declared, or for which a record date is set, on or after the date hereof and (ii) any other rights or benefits resulting from or related to ownership of the Shares or the Warrant.

9.         Notices. All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and it shall be sent, delivered or mailed, addressed, or telefaxed:

 

  (a) if to Seller, to:

Synovus Financial Corp.

1111 Bay Avenue, Suite 501

Columbus, Georgia 31901

Attention: General Counsel’s Office

Facsimile: (706) 644-1957

 

  (b) if to Purchaser, to:

Homeowners Choice, Inc.

 

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2340 Drew Street, Suite 200

Clearwater, Florida 33765

Attn: Andrew Graham

Facsimile: (727) 797-7591

10.         Entire Agreement; Amendment and Termination. This Agreement constitutes the entire agreement of the Parties. All prior agreements among the Parties concerning the subject matter hereof, whether written or oral, are merged herein and shall be of no force or effect. This Agreement cannot be altered, modified or discharged orally but only by an agreement in writing. Unless otherwise agreed to in writing by each of the Parties, this Agreement shall terminate and be of no further force and effect if the Closing has not occurred on or before November 30, 2010.

11.         Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their legal representatives, and assigns.

12.         Further Assurances. The Parties hereby agree to execute and deliver such further instruments and do such further acts as may be required to carry out the intent and purposes of this Agreement.

13.         Waiver. The rights and remedies of the Parties hereunder shall not be mutually exclusive, and the exercise by any Party of any right to which such Party is entitled shall not preclude the exercise of any other right such Party may have.

14.         Authority. Each individual signing this Agreement on behalf of a corporation or other entity warrants that such individual is authorized to do so and that this Agreement will constitute the legally binding obligation of the entity which such individual represents.

15.         Governing Law. This Agreement shall be construed in accordance with the laws and decisions of the State of Georgia

16.         Legal Representation. Each person executing this Agreement acknowledges that such person has been advised and afforded the opportunity to seek his own legal counsel, as to the expressed and unexpressed consequences of signing this Agreement, and that such person has either sought separate legal counsel or has chosen not to do so.

17.         Counterparts; Telefax or Electronic Mail Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement. Executions that are telefax or received via electronic mail shall be deemed originals.

[Signatures on following page.]

 

- 5 -


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

 

PURCHASER
Homeowners Choice, Inc.
By:   /s/ F.X. McCahill, III
  Name:  F.X. McCahill, III
  Title:    President/CEO
SELLER
Synovus Financial Corp.
By:   /s/ Joseph M. Lowery
  Name:  Joseph M. Lowery
  Title:    Treasurer

 

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