EXHIBIT 10.1 


 


SECOND AMENDMENT TO OPTION
AGREEMENT

by and between

DOUGLAS N. RAUCY

and

1347 PROPERTY INSURANCE HOLDINGS, INC.


Dated as of March 13, 2015


SECOND AMENDMENT TO OPTION AGREEMENT
dated as of March 13, 2015 (this “Amendment”), between Douglas N. Raucy (“Raucy”) and 1347
Property Insurance Holdings, Inc., a Delaware corporation (“PIH”).


RECITALS


WHEREAS, Raucy and PIH are
parties to the Option Agreement dated as of February 28, 2014, as amended by that certain First Amendment to Option Agreement
dated as of June 19, 2014 (the “Agreement”);


WHEREAS,
pursuant to Section 8.3 of the Agreement, the parties desire to amend the Agreement in certain respects, effective
as of the date first written above, as set forth herein;


NOW THEREFORE, in consideration
of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereby agree as follows:


AMENDMENT
TO THE AGREEMENT


1.                 
Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to
read as follows:


Section
2.1Exercise. Raucy may exercise this Option at any time for a period commencing on the date of pricing of the IPO
and ending at the close of business on June 15, 2015 (the “Expiration Date”), so long as Raucy is employed
by PIH on the date of exercise, upon payment of the aggregate Exercise Price with respect to which the Option is being
exercised and compliance with terms of this Agreement. Raucy shall exercise the Option by giving irrevocable written notice
to PIH of Raucy’s intent to exercise the




    	 



    	 



    

Option (the date of such notice, the “Exercise
Date”). If the Option is not exercised by Raucy in the manner provided herein on or before the Expiration Date, then
this Agreement shall, without further action of any party, automatically terminate and thereafter be null and void and of no further
force or effect, and neither party shall have any further rights or obligations with respect to the Option or the Matched Shares.
The Option may be exercised in part (but only on one occasion) and in such case the aggregate Exercise Price to be paid by Raucy
shall equal the number of shares as to which the Option is being exercised multiplied by the Exercise Price. The Option may not
be exercised for fractional shares.


2.                 
The other terms and conditions set forth in the Agreement not otherwise amended pursuant
to this Amendment shall continue in full force and effect.


3.                 
This Amendment may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, but all of which shall collectively constitute one and the same instrument.


[Signature Page Follows]




    	 



    	 



    

IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above
written.





	DOUGLAS N. RAUCY	 	1347 PROPERTY INSURANCE HOLDINGS, INC.
	 	 	By:	/s/
    John S. Hill
	/s/
    Douglas N. Raucy	 	Name:  John S. Hill 
	 	 	Title:  Chief Financial Officer