exhibit101formofvotingag






                                                                                                                                                    EXECUTION VERSION                                                                                                                      VOTING AGREEMENT          THIS VOTING  AGREEMENT,  dated  as  of  February  25,  2019  (this  “Agreement”),  is  by  and  among FEDNAT  HOLDING  COMPANY,  a  Florida  corporation  (“FedNat”), [*]  (the  “Investment  Manager”)  and  the  stockholder  or  stockholders  listed  on  the  signature  page  hereof  (collectively,  the  “Stockholder”).          WHEREAS, concurrently herewith, FedNat, 1347 Property Insurance Holdings, Inc., a Delaware  corporation (“PIH”), Maison Managers, Inc., a Delaware corporation (“MM”), Maison Insurance Company,  a  Louisiana  corporation  (“MIC”),  and  ClaimCor,  LLC,  a  Florida  limited  liability  company  (“CC”  and,  together with MM and MIC, each, a “Company” and, collectively, the “Companies”) are entering into an  Equity  Purchase  Agreement  (as  it  may  be  amended  or  modified  from  time  to  time,  the  “Purchase  Agreement”)  pursuant  to  which  it  is  contemplated  that  FedNat  will  purchase  all  of  the  issued  and  outstanding capital stock and membership interests, as applicable, of the Companies (the “Acquisition”);          WHEREAS, as of the date hereof, the Investment Manager is the investment manager of, and has  the right to direct the voting of, [*] shares of the issued and outstanding common stock of PIH beneficially  owned by the Stockholder (such common stock, together with any other capital stock of PIH acquired by  the Stockholder after the date hereof, whether acquired directly or indirectly, upon the exercise of options,  conversion  of  convertible  securities,  a stock  dividend  or  distribution,  or  a  split-up,  reverse  stock  split,  recapitalization, combination, reclassification or otherwise, entitled to vote on the approval and adoption of  the Purchase Agreement, being collectively referred to herein as the “Shares”);           WHEREAS, obtaining the approval of the Acquisition by the affirmative vote of Persons holding a  majority of all issued and outstanding shares of the common stock of PIH is a condition precedent to the  consummation of the Acquisition; and          WHEREAS,  as an  inducement  to  FedNat  to  enter  into  the  Purchase  Agreement  and  incur  the  obligations therein, FedNat has required that the Investment Manager and the Stockholder enter into this  Agreement.          NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements  set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, the parties hereto agree as follows:          1.    Recitals; Definitions.  The recitals set forth above are true and correct, and incorporated  into this Agreement by this reference.  Capitalized terms used in this Agreement, but not defined herein,  shall have the meanings given to those terms in the Purchase Agreement.                2.    Agreement to Vote; Restrictions on Voting and Dispositions.                            (a)   Agreement  to  Vote.   The  Investment  Manager  hereby  irrevocably  and        unconditionally agrees that, from the date hereof until the Expiration Time (as defined in Section 5),        at  any  meeting  (whether  annual  or  special  and  each  adjourned  or  postponed  meeting)  of  PIH’s        stockholders, however called, or in connection with any written consent of PIH’s stockholders, the        Investment Manager will cause the Shares to be represented at such meeting (or otherwise cause all        of the Shares to be counted as present thereat for purposes of calculating a quorum), and vote or                                           -1-    





 






                                                                                             cause to be voted (including by written consent, if applicable) all of the Shares, both: (i) in favor of        the approval and adoption of the Purchase Agreement and the Acquisition, including any proposal        to adjourn or postpone such meeting of PIH’s stockholders (that is not opposed by FedNat) to a        later date if there are not sufficient votes to approve and adopt the Purchase Agreement and the        Acquisition on the date on which such meeting is held; (ii) against any Acquisition Proposal, that, if        accepted  and  ratified  by  the  Board  of  Directors  of  PIH,  would  constitute  a  breach  of  PIH’s        obligations  under  Section  5.03  of  the  Purchase  Agreement;  and  (iii)  against  any  other  action  or        agreement  that  results,  or  could  reasonably  be  expected  to  result,  in  a  material  breach  of  any        covenant,  agreement,  representation  or  warranty  or  other  obligation  of  PIH  set  forth  in  the        Purchase Agreement or any other agreement entered into by PIH, the Companies, or any of their        respective affiliates in connection with the Transactions, or prevent, materially impair or materially        delay  the  consummation  of  the  Acquisition  (except  in  the  manner  permitted  by  the  Purchase        Agreement).                            (b)   Restrictions  on  Transfers.   The  Investment  Manager and  the  Stockholder  each        hereby agrees that, from the date hereof until the Expiration Time, neither the Investment Manager        nor  the  Stockholder  shall,  directly  or  indirectly,  sell  (including  short  sales),  transfer,  give,  pledge,        grant  a  security  interest in,  encumber,  assign,  grant  any  option  for  the  sale  of,  enter  into  a  “put        equivalent position” (as defined by Rule 16a-1(h) under the Exchange Act) or otherwise transfer or        dispose  of (including by  operation of law) any  Shares (collectively, “Transfer”), or enter into any        agreement, arrangement or undertaking with respect to any Transfer of any Shares, other than to any        affiliate; provided that as a condition to such Transfer with an affiliate, such affiliate shall agree in a        signed  writing  reasonably  acceptable  to  FedNat  to  be  bound  by  and  comply  with  all  of  the        provisions of this Agreement.  Any Transfer in violation of this Agreement shall be void.                3.    Transfer of Voting Rights; Inconsistent Agreements.  The Investment Manager and the  Stockholder  hereby  agree  that,  prior  to  the  Expiration  Time,  neither  the  Investment  Manager  nor  the  Stockholder shall, whether by grant of proxy or power of attorney, by deposit of any of the Shares into a  voting  trust  or  similar  arrangement,  by  agreement,  contract,  or  other  arrangement  with  any  Person  (including, without limitation, any voting agreement or similar arrangement), or otherwise, grant, delegate or  otherwise  assign  any  of  the  Stockholder’s  voting  power  as  a  stockholder  of  PIH,  whether  directly  or  indirectly, in any manner that is inconsistent with the Stockholder’s obligations under this Agreement.                4.    Representations,  Warranties  and  Covenants  of  the  Investment  Manager  and  the  Stockholder.                      (a)   Representations and Warranties.  The Investment Manager and the Stockholder each        represent and warrant to FedNat as follows:                                    (i)   Capacity.   Each  of  the  Investment  Manager  and  the  Stockholder  has  all              requisite capacity, power and authority to enter into and perform its obligations under this              Agreement.   No  filing  with,  and  no  permit,  authorization,  consent  or  approval  of,  a              Governmental Entity is necessary on the part of the Investment Manager or the Stockholder              for the execution, delivery and performance of this Agreement by it or the consummation by              it of the transactions and agreements contemplated hereby.                                        (ii)  Due Authorization.  This Agreement has been duly executed and delivered              by  the  Investment  Manager  and  the  Stockholder  and  the  execution,  delivery  and              performance  of  this  Agreement  by  the  Investment  Manager  and  the  Stockholder  and  the                                           -2-    





 






                                                                           consummation  of  the  transactions  contemplated  hereby  have  been  duly  authorized  by  all  necessary action on the part of the Investment Manager and the Stockholder.                          (iii) Binding Agreement.  Assuming the due authorization, execution and delivery  of this Agreement by FedNat, this Agreement constitutes the valid and binding agreement of  the Investment Manager and the Stockholder, enforceable against the Investment Manager  and the  Stockholder in accordance with its terms (except  to the extent that enforceability  may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent  transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general  principles of equity).                          (iv)  Non-Contravention.  Except as contemplated by this Agreement, neither the  Investment  Manager  nor  the  Stockholder  is  a  party  to  any  grant  of  proxy  or  power  of  attorney, has not deposited any of the Shares into a voting trust or similar arrangement, has  not entered into any agreement, contract, or other arrangement with any Person (including,  without  limitation,  any  voting  agreement  or  similar  arrangement),  or  otherwise  granted,  delegated or otherwise assigned any of its voting power as a stockholder of PIH, whether  directly or indirectly, in any manner that is inconsistent with the Investment Manager and  the Stockholder’s obligations under this Agreement.  Neither the execution and delivery of  this Agreement by the Investment Manager and the Stockholder nor the consummation by  the  Investment  Manager  and  the  Stockholder  of  the  transactions  and  agreements  contemplated hereby or compliance by the Investment Manager and the Stockholder with  any  of  the  provisions  hereof  shall  (X)  conflict  with  or  violate  any  provision  of  the  organizational documents of the Investment Manager or the Stockholder; (Y) result in any  breach or violation of, or constitute a default (or an event which, with notice or lapse of time  or  both,  would  become  a  default)  under,  or  give  to  others  any  rights  of  termination,  amendment,  acceleration  or  cancellation  of,  or  result  in  the  creation  of  a  Lien  on  any  property or asset of the Investment Manager or the Stockholder pursuant to any Contract to  which the  Investment  Manager or the  Stockholder is a party  or by  which the  Investment  Manager  or  the Stockholder  or  any  property  or  asset  of  the  Investment  Manager  or  the  Stockholder  is  bound  or  affected;  or  (Z)  violate  any  Law  or  judgment,  order,  injunction,  ruling or decree of any Governmental Entity applicable to the Investment Manager or the  Stockholder or any of the Investment Manager or the Stockholder’s properties or assets.                  (v)   Ownership of Shares.  Except for restrictions in favor of FedNat pursuant to  this Agreement, and except for such transfer restrictions of general applicability as may be  provided under the Securities Act and the “blue sky” laws of the various States of the United  States, the Stockholder is the beneficial owner of all of the Shares, in each case free and clear  of Liens, and each of the Investment Manager and the Stockholder has the power to vote or  direct the vote with respect to the Shares. As used in this Agreement, the terms “beneficial  owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in  Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange  Act.  No Person has any contractual or other right or obligation to purchase or otherwise  acquire any of such Shares and the Stockholder has not assigned any rights associated with  any Shares to any Person.                (vi)  Absence of Litigation. As of the date hereof, there is no Action pending or,  to  the  knowledge  of  the  Investment  Manager  or  the  Stockholder,  threatened,  against  or  affecting the Investment Manager or the Stockholder before or by any Governmental Entity,                               -3-              





 






                                                                                                   except as is not expected, and would not reasonably be expected, either individually or in the              aggregate, to impair the ability of the Investment Manager or the Stockholder to perform the              Investment Manager or the Stockholder’s obligations hereunder in any respect.                            (vii) Reliance.  Each of the Investment Manager and the Stockholder understands              and acknowledges that FedNat is entering into the Purchase Agreement in reliance upon its              execution and delivery of this Agreement and the representations, warranties, covenants, and              agreements of the Investment Manager and the Stockholder contained herein.                            (viii) Investment  Manager.   The  Investment  Manager  serves  as  the  investment              manager of the Stockholder and has the authority to execute this Agreement on behalf of              the Stockholder and to direct the voting of the Shares.                      (b)   Covenants.  The Stockholder hereby further covenants and agrees as follows:                                        (i)   The  Stockholder  hereby  authorizes  FedNat  to  publish  and  disclose  in  any              announcement  or  disclosure  in  connection  with  the  Transactions,  including, without              limitation, any registration statement filed with the SEC in connection with the Transactions              and  any  other  applicable  filings  under  the  Exchange  Act  or  the  Securities  Act,  the              Stockholder’s  identity  and  ownership  of  the  Shares  and  the  nature  of  the  Stockholder’s              obligations under this Agreement.                            (ii)  The Stockholder hereby waives and agrees not to exercise any appraisal or              dissenter’s  rights  that  may  arise  with  respect  to  the  Shares  in  connection  with  the              Acquisition.                       (iii) The  Stockholder  covenants  and  agrees,  until  the  Expiration  Time,  to              promptly  notify  FedNat  of:  (A)  any  fact,  event,  or  circumstance  that  would  constitute  a              breach  of  any  of  the  representations,  warranties,  covenants,  or  other  agreements  of              Stockholder in this Agreement; and (B) the receipt by the Stockholder of any notice or other              communication  from  any  Person  alleging  that  the  consent  of  such  Person  is  or  may  be              required in connection with this Agreement.                5.    Termination.  Other than Section 5 and Section 6, all of which shall survive any termination  of  this  Agreement,  this  Agreement  and  all  obligations  of  the  Stockholder  hereunder  will  automatically  terminate and cease to be of any further force and effect upon the earlier to occur of: (a) the Closing; and  (b)  the  termination  of  the  Purchase  Agreement  in  accordance  with  its  terms  (such  earlier  time,  the  “Expiration Time”). Notwithstanding the foregoing provisions of this Section 5, nothing herein shall relieve  any party hereto from liability for any breach of this Agreement prior to any such termination.                6.    Miscellaneous.                      (a)   Expenses.   All  expenses  incurred  in  connection  with  this  Agreement  and  the        transactions contemplated by this Agreement shall be paid by the party incurring such expenses.                            (b)   Notices.  All notices, demands and other communications to be given or delivered        under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to        have been given: (i) if personally delivered, on the date of delivery; (ii) if delivered by express courier        service  of  national  standing  (with  charges  prepaid),  on  the  Business  Day  following  the  date  of                                           -4-    





 






                                                                                 delivery to such courier service; (iii) if deposited in the United States mail, first-class postage prepaid,  on  the  fifth  (5th)  Business  Day  following  the  date  of  such  deposit;  or  (iv) if  delivered  by  email  transmission, on the date of such transmission, provided, that confirmation of such transmission is  received within one (1) Business Day.  All notices, demands and other communications hereunder  shall be delivered as set forth below, or pursuant to such other instructions as may be designated in  writing by the party to receive such notice:                If to FedNat, to:                             FedNat Holding Company              14050 NW 14th Street, Suite 180              Sunrise, FL 33323              Attention: Michael H. Braun, CEO and President              E-Mail: mbraun@fednat.com                            with a copy (which shall not constitute notice) to:                             Nelson Mullins Broad and Cassel              2 S. Biscayne Boulevard, Suite 2100              Miami, FL 33131              Attention:  Nina S. Gordon, Esq.              E-Mail:  nina.gordon@nelsonmullins.com                            If to the Stockholder, to:               c/o 1347 Property Insurance Holdings, Inc.              1511 N. Westshore Blvd., Suite 870              Tampa, FL 33607              Attention:  D. Kyle Cerminara              E-Mail:  kyle@fundamentalglobal.com                            with a copy (which shall not constitute notice) to:                             Thompson Hine LLP               3900 Key Center              127 Public Square              Cleveland, OH 44114              Attention: Derek D. Bork, Esq.              email:  derek.bork@thompsonhine.com                            If to the Investment Manager, to:                            c/o 1347 Property Insurance Holdings, Inc.              1511 N. Westshore Blvd., Suite 870              Tampa, FL 33607              Attention:  D. Kyle Cerminara              E-Mail:  kyle@fundamentalglobal.com                            with a copy (which shall not constitute notice) to:                                                    -5-              





 






                                                                                             Thompson Hine LLP               3900 Key Center              127 Public Square              Cleveland, OH 44114              Attention: Derek D. Bork, Esq.              email:  derek.bork@thompsonhine.com                      (c)   Amendments,  Waivers,  Etc.  This  Agreement  may  not  be  amended,  changed,  supplemented,  waived  or  otherwise  modified  or  terminated  except  by  an  instrument  in  writing  signed by FedNat and the Stockholder.                (d)   Successors and Assigns.  No party may assign any of its rights or delegate any of its  obligations under this Agreement without the prior written consent of the other party.  Subject to  the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and  be  enforceable  by  the  parties  and  their  respective  successors  and  assigns,  including  without  limitation any corporate successor by merger or otherwise.            (e)   Third Party Beneficiaries.  Nothing expressed or referred to in this Agreement will  be  construed  to  give  any  Person,  other  than  the  parties  to  this  Agreement  and  their  respective  successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect  to this Agreement or any provision of this Agreement.          (f)   No Partnership, Agency,  or Joint Venture.   This  Agreement is intended to create,  and creates, a contractual relationship and is not intended to create, and does not create, any agency,  partnership, joint venture or any like relationship between the parties hereto.            (g)   Further Assurances; Ownership.  From time to time prior to the Expiration Time at  the request of FedNat, and without further consideration, the Stockholder shall execute and deliver  or cause to be executed and delivered such additional documents and instruments and take all such  further  action  as  may  be  reasonably  necessary  or  desirable  to  carry  out  and  fully  effectuate  the  actions required by it under this Agreement.           (h)   No Group.  Nothing in this Agreement shall be interpreted as creating or forming a  “group” with any Person, including FedNat, for purposes of Rule 13d-5(b)(1) of the Exchange Act  or any other similar provision of applicable Law or of conferring upon FedNat beneficial ownership  of any Shares.          (i)   Entire  Agreement.   This  Agreement  and  the  Purchase  Agreement  collectively  embody  the  entire  agreement  and  understanding  among  the  parties  hereto  relating  to  the  subject  matter  hereof  and  supersedes  all  other  prior  agreements,  understandings,  representations  and  warranties, both written and oral, among the parties, with respect to the subject matter hereof.  The  effectiveness  of  this  Agreement  shall  be  conditioned  upon  the  execution  and  delivery  of  the  Purchase Agreement by all of the parties thereto.          (j)   Capacity as Stockholder.  This Agreement shall apply to the Stockholder solely in its  capacity as a stockholder of PIH, and it shall not apply in any manner to the Stockholder or any of  its Affiliates in any capacity as a director, officer or employee of PIH or any of the Companies or in  any other capacity, and shall not limit or affect any actions taken by the Stockholder in any such  other capacity.                                     -6-              





 






                                                                                         (k)   Severability.  The provisions of this Agreement shall be deemed severable, and the  invalidity or unenforceability of any provision  shall not affect the validity or enforceability of the  other  provisions  hereof.   If  any  provision  of  this  Agreement,  or  the  application  thereof  to  any  Person  or  any  circumstance,  is  determined  by  a  court  of  competent  jurisdiction  to  be  invalid  or  unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry  out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable  provision and (ii) the remainder of this Agreement and the application of such provision to other  Persons or circumstances shall not be affected by such invalidity or unenforceability.          (l)   Specific Performance.  The parties agree that irreparable damage for which monetary  damages,  even  if  available,  would  not  be  an adequate  remedy,  would  occur  in  the  event  that  the  parties  hereto  do  not  perform  the  provisions  of  this  Agreement  in  accordance  with  its  specified  terms or otherwise  breach  such  provisions.  The  parties acknowledge and agree that prior to the  valid termination of this Agreement in accordance with Section 5, the parties hereto shall be entitled,  in addition to any other remedy to which they are entitled under this Agreement, to an injunction,  specific  performance  and  other  equitable  relief  to  prevent  breaches  of  this  Agreement  and  to  enforce  specifically  the  terms  and  provisions  hereof  in  the  Chosen  Courts  (as  defined  below).   Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an  injunction,  specific  performance  and  other  equitable  relief  on  the  basis  that  (i)  there  is  adequate  remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason  at law or in equity.  Any party seeking an order or injunction to prevent breaches and to enforce  specifically the terms and provisions of this Agreement in accordance with this Section 6(l) shall not  be required to provide any bond or other security in connection with any such order or injunction.                (m)   No Waiver.  The failure  of any party to this Agreement to assert any of its rights  under this Agreement or otherwise shall not constitute a waiver of such rights or any of its rights  with respect to any other matter relating to this Agreement.          (n)   Governing Law.  This Agreement and all Actions (whether at law, in contract or in  tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution  or performance hereof, shall be governed by and construed in accordance with the laws of the State  of Delaware without regard to principles of conflicts of law.          (o)   Submission to Jurisdiction.  Each party hereto agrees that it shall bring any Action  between the parties arising out of or related to this Agreement or the transactions contained in or  contemplated by this Agreement exclusively in the United States District Court for the District of  Delaware or another court sitting in the State of Delaware (the “Chosen Courts”), and with respect  to  any  such  Action  (i) irrevocably  submits  to  the  exclusive  jurisdiction  of  the  Chosen  Courts,  (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any  objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any  party  hereto  and  (iv) agrees  that  service  of  process  upon  such  party  in  any  such  Action  shall  be  effective if notice is given in accordance with Section 6(b).          (p)   Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT  ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO  INVOLVE  COMPLICATED  AND  DIFFICULT  ISSUES,  AND  THEREFORE  EACH  SUCH  PARTY  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES  ANY  RIGHT  SUCH  PARTY  MAY  HAVE  TO  A  TRIAL  BY  JURY  IN  RESPECT  OF  ANY  LITIGATION                                     -7-              





 






                                                                                 DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,  OR  THE  TRANSACTIONS  CONTEMPLATED  BY  THIS  AGREEMENT.   EACH  PARTY  CERTIFIES  AND  ACKNOWLEDGES  THAT  (I) NO  REPRESENTATIVE,  AGENT  OR  ATTORNEY  OF  ANY  OTHER  PARTY  HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER  PARTY  WOULD  NOT,  IN  THE  EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER,  (II) EACH  PARTY  UNDERSTANDS  AND  HAS  CONSIDERED  THE  IMPLICATIONS  OF  THIS  WAIVER,  (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS  BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(P).          (q)   Construction.  The parties have participated jointly in negotiating and drafting this  Agreement.   In  the  event  that  an  ambiguity  or  a  question  of  intent  or  interpretation  arises,  this  Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of  proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of  this  Agreement.   Where  a  reference  in  this  Agreement  is  made  to  a  Section  or  Exhibit,  such  reference  shall  be  to  a  Section of  or  Exhibit to  this  Agreement  unless  otherwise  indicated.   Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be  deemed  to  be  followed  by  the  words  “without  limitation.”   The  words  “hereof,”  “herein”  and  “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement  as a whole and not to any particular provision of this Agreement.  The word “or” shall be deemed to  mean “and/or.”  Terms defined in the text of this Agreement as having a particular meaning have  such  meaning throughout this Agreement,  except as otherwise  indicated  in this Agreement.  The  definitions contained in this Agreement are applicable to the singular as well as the plural forms of  such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any  statute or Contract defined or referred to herein or in any agreement, instrument, exhibit or schedule  that is referred to or defined herein means such statute or Contract as from time to time amended,  modified or supplemented, including by succession of comparable successor statutes and references  to all attachments thereto and instruments incorporated therein.                 (r)   Name, Captions, Gender.  Section headings of this Agreement are for convenience  of  reference  only,  do  not  constitute  part  of  this  Agreement  and  shall  not  be  deemed  to  limit  or  otherwise affect any of the provisions hereof.          (s)   Counterparts.  This Agreement and any signed agreement or instrument entered into  in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent  signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data  file, shall be treated in all manner and respects as an original agreement or instrument and shall be  considered  to  have  the  same  binding  legal  effect  as  if  it  were  the  original  signed  version  thereof  delivered in person.  No party hereto or to any such agreement or instrument shall raise the use of a  facsimile  machine  or  e-mail  delivery  of  a  “.pdf”  format  data  file  to  deliver  a  signature  to  this  Agreement  or  any  amendment  or  consent  hereto  or  thereto  or  the  fact  that  any  signature  or  agreement or instrument was transmitted or communicated through the use of a facsimile machine  or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each  party hereto forever waives any such defense.                                       [Remainder of Page Intentionally Blank.  Signature Page Follows.]                                     -8-              





 






                                                                                       IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  and  delivered  this  Agreement as of the date and year first written above.                                              FEDNAT:                                                                            FEDNAT  HOLDING  COMPANY,  a  Florida                                      corporation                                                                                                                  By:   /s/ Michael H. Braun                                                      Name: Michael H. Braun                                                          Title: Chief Executive Officer                                                                                                                                          [INVESTMENT MANAGER:                                                                            [Investment Manager]                                                                            By:                                                                             Name:                                                                           Title:                                                                                                                STOCKHOLDER:                                                                            [Stockholder]                                                                            By:                                                                             Name:                                                                           Title:                                                                            [End of Agreement.]                        SIGNATURE PAGE TO VOTING AGREEMENT