exhibit101-registrationr






                                                         EXECUTION VERSION                       REGISTRATION RIGHTS AGREEMENT         THIS  REGISTRATION  RIGHTS  AGREEMENT        (the  “Agreement”)  is  made  and  entered  into  as  of December 2,  2019  by  and  between FEDNAT  HOLDING  COMPANY,  a  Florida corporation  (the  “Company”),  and 1347  PROPERTY  INSURANCE  HOLDINGS,  INC., a Delaware corporation (“Parent”).         This Agreement is made pursuant to the Equity Purchase Agreement dated as of February  25, 2019 by and between the Company, Parent, Maison Managers, Inc., a Delaware corporation,  Maison  Insurance  Company,  a  Louisiana  corporation,  and  ClaimCor,  LLC,  a  Florida  limited  liability company (the “Purchase Agreement”).         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this  Agreement, and for other good and valuable consideration, the receipt and adequacy of which are  hereby acknowledged, the Company and Parent agree as follows:   1.    Definitions.  Capitalized terms used and not otherwise defined herein that are defined in  the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.   In addition to the terms defined elsewhere in this Agreement, the following terms shall have the  following meanings:        “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly  through one or more intermediaries, Controls, is controlled by or is under common control with  such Person, as such terms are used in and construed under Rule 405 under the Securities Act.         “Business  Day”  means  a  day  other  than  a  Saturday  or  Sunday  or  other  day  on  which  banks located in New York City are authorized or required by law to close.         “Closing Date” has the meaning set forth in the Purchase Agreement.         “Commission” means the United States Securities and Exchange Commission.         “Common Stock” means the common stock of the Company, par value $0.01 per share,  and  any  securities  into  which  such  shares  of  voting  common  stock  may  hereinafter  be  reclassified.         “Effective Date” means the date that the Registration Statement filed pursuant to Section  2 is first declared effective by the Commission.         “Effectiveness Deadline” means, with respect to a Registration Statement, the earlier of:  (i) the seventy-fifth (75th) day following the Closing Date or (ii) the second (2nd) Trading Day  after  the date  the  Company  is  notified  (orally  or  in  writing,  whichever  is  earlier)  by  the  Commission that such Registration Statement will not be “reviewed” or will not be subject to  further review; provided, that if the Effectiveness Deadline falls on a Saturday, Sunday or other  day that the Commission is closed for business, the Effectiveness Deadline shall be extended to  the next Business Day on which the Commission is open for business.                                         -1-  4820-4192-4233.3 





 






      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules  and regulations promulgated thereunder.         “Person” means an individual, corporation, partnership, limited liability company, trust,  business  trust,  association,  joint  stock  company,  joint  venture,  sole  proprietorship,  unincorporated organization, governmental authority or any other form of entity not specifically  listed herein.          “Principal Market” means the Trading Market on which the Common Stock is primarily  listed on and quoted for trading.         “Proceeding”  means  an  action,  claim,  suit,  investigation or  proceeding  (including,  without  limitation,  an  investigation  or  partial  proceeding,  such  as  a  deposition),  whether  commenced or threatened.         “Prospectus”  means  the  prospectus  included  in  a  Registration  Statement  (including,  without  limitation,  a  prospectus  that  includes  any  information  previously  omitted  from  a  prospectus  filed  as  part  of  an  effective  registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the  Securities  Act),  as  amended  or  supplemented  by  any  prospectus  supplement, with respect to the terms of the offering of any portion of the Registrable Securities  covered  by  a  Registration  Statement,  and  all  other  amendments  and  supplements  to  the  Prospectus, including post-effective amendments, and all material incorporated by reference or  deemed to be incorporated by reference in such Prospectus.         “Registrable  Securities”  means  all  of  the  Shares  and  any  securities  issued  or  issuable  upon any stock split, dividend or other distribution, recapitalization or similar event with respect  to the Shares, provided that Shares shall cease to be Registrable Securities upon the earliest to  occur of the following:  (A) a sale pursuant to a Registration Statement or Rule 144 under the  Securities Act (in which case, only such security sold shall cease to be a Registrable Security);  (B)  becoming  eligible  for  sale  without  time,  volume  or  manner  of  sale  restrictions  by  Parent  under Rule 144 and without current public information pursuant to Rule 144(c)(1); (C) if such  Shares  have  ceased  to  be  outstanding;  and  (D)  the  date  a  Registration  Statement  becomes  effective including such Shares and all such Shares have been disposed by Parent in accordance  with  such  effective  Registration  Statement.  For  the  avoidance  of  doubt,  the  fact  that  the  Registrable  Securities  may at  times  cease  to  be  Registrable  Securities  does  not  prevent  them  from again becoming Registrable Securities in the future.         “Registration Statements” means any one or more registration statements of the Company  required to be filed pursuant to this Agreement under the Securities Act that covers the resale of  any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and  supplements to such Registration Statements, including post-effective amendments, all exhibits  and  all  material  incorporated  by  reference  or  deemed  to  be  incorporated  by  reference  in  such  Registration Statements.         “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities  Act, as such Rule may be amended from time to time, or any successor rule thereto.                                         -2- 





 






      “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities  Act, as such Rule may be amended from time to time, or any successor rule thereto.         “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities  Act, as such Rule may be amended from time to time, or any successor rule thereto.         “Securities  Act”  means  the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations promulgated thereunder.         “Shares”  means  the  shares  of  Common  Stock issued  to  the  Parent  pursuant  to  the  Purchase Agreement.         “Trading Day” means a day on which the Common Stock is listed or quoted and traded  on its Principal Market.         “Trading Market” means whichever of the New York Stock Exchange, the NYSE MKT,  the  NASDAQ  Global  Select  Market,  the  NASDAQ  Global  Market,  the  NASDAQ  Capital  Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the  date in question.   2.    Registration  Request.   The  Company  shall  file  with  the  Commission  as  soon  as  reasonably practicable after the Closing Date, but in any event no later than fifteen (15) Business  Days  after  the  Closing  Date,   a  Registration  Statement  covering  the  resale  of  all  Registrable  Securities  for  an  offering  to  be  made  on  a  continuous  basis  pursuant  to  Rule  415.  Each  Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then  eligible  to  register  for  resale  the  Registrable  Securities  on  Form  S-3,  in  which  case  such  registration shall be on Form S-1 or on another appropriate form in accordance herewith and the  Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form  is available; provided, that the Company shall use its best efforts to maintain the effectiveness of  the Registration Statement then in effect until such time as a Registration Statement on Form S-3  covering  the  Registrable  Securities  has  been  declared  effective  by  the  Commission).  The  Company shall use its best efforts to cause each Registration Statement to be declared effective  by the Commission as soon as practicable following the filing thereof, but in any event no later  than  the  Effectiveness  Deadline,   and  shall  use  its  best  efforts  to  keep  each  Registration  Statement continuously effective under the Securities Act until the earlier of (i) such time as all  of the Registrable Securities covered by such Registration Statement have been publicly sold by  Parent or (ii) the date that all Registrable Securities covered by such Registration Statement may  be  sold  by  Parent  (A)  without  volume  or  manner  of  sale  restrictions  under  Rule  144  and  (B)  without  the  requirement  for  the  Company  to  be  in  compliance  with  the  current  public  information requirement under Rule 144(c)(1) (such period of time, the “Effectiveness Period”).   The  Company  shall  request  effectiveness  of  any  such  Registration  Statement  as  of  5:00  p.m.,  New  York  City  time,  on  a  Trading  Day.   The  Company  shall  promptly  notify  Parent  via  facsimile  or  electronic  mail  of  a  “.pdf”  format  data  file  of  the  effectiveness  of  a  Registration  Statement  on  the  same  Trading  Day  that  the  Company  confirms  effectiveness  with  the  Commission, which shall be the date requested for effectiveness of such Registration Statement.   The Company shall, by 9:30 a.m., New York City time, on the Trading Day after the effective                                         -3- 





 






date of such Registration Statement,  file a final Prospectus for a Registration Statement with the  Commission, as required by Rule 424(b).    3.    Piggyback Registration.          (a)   Without prejudice to the rights of Parent under Section 4(o), if at any time when  any  Registrable  Securities  are  outstanding,  there  is  not  an  effective  Registration  Statement  covering  all  of  the  Registrable  Securities  and  the  Company  intends  to  file  a  Registration  Statement covering a primary or secondary offering of any of its equity securities, whether or not  the sale for its own account, which is not a registration solely to implement an employee benefit  plan  pursuant  to  a  registration  statement  on  Form  S-8  (or  successor  form),  a  registration  statement on  Form  S-4  (or  successor  form)  or  a  transaction  to  which  Rule  145  or  any  other  similar rule of the Commission is applicable, the Company will promptly (and in any event at  least fifteen (15) Business Days before the anticipated filing date) give written notice to Parent of  its  intention  to  effect  such  a  registration  (which  notice  shall  state  the  intended  method  of  disposition of such Registrable Securities, the number of securities proposed to be registered, the  proposed  managing  underwriter(s)  (if  any,  and  if  known)  and  a  good  faith  estimate  by  the  Company of the proposed minimum offering price of such equity securities).  The Company will  effect the registration under the Securities Act of all Registrable Securities that Parent requests  be included in such registration (a “Piggyback Registration”) by a written notice delivered to the  Company within five (5) Business Days after the notice given by the Company in the preceding  sentence.  Subject to Section 3(b), securities requested to be included in a Company registration  pursuant to this Section 3 shall be included by the Company on the same form of Registration  Statement as has been selected by the Company for the securities the Company is registering for  sale  referred  to  above.   Parent  shall  be  permitted to  withdraw  all  or  part  of  the  Registrable  Securities from the Piggyback Registration at any time at least five (5) Business Days prior to the  effective  date  of  the  Registration  Statement  relating  to  such  Piggyback  Registration.   If  the  Company elects to terminate any registration filed under this Section 3 prior to the effectiveness  of such registration, the Company will have no obligation to register the securities sought to be  included  by  Parent  in  such  registration  under  this  Section  3.   There  shall  be no  limit  to  the  number of Piggyback Registrations pursuant to this Section 3(a).                (b)   If a Registration Statement under this Section 3 relates to an underwritten offering  and the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the  number of securities requested to be included in such offering exceeds the number that can be  sold without adversely affecting the marketability of such offering (including an adverse effect  on the per share offering price), the Company will include in such registration or Prospectus only  such  number  of  securities  that  in  the  reasonable  opinion  of  such  underwriter(s)  can  be  sold  without adversely affecting the marketability of the offering (including an adverse effect on the  per share offering price), which securities will be so included in the following order of priority:  (i) first, the Common Stock and other securities the Company proposes to sell, (ii) second, the  Registrable Securities of Parent to the extent that Parent has requested inclusion of Registrable  Securities  pursuant  to  this  Section  3,  and  (iii)  third,  any  other  securities  of  the  Company  that  have been requested to  be so included, subject to the terms of this Agreement. The Company  shall select the investment banking firm or firms to act as the lead underwriter or underwriters in  connection  with  an  underwritten  offering  made  pursuant  to  this  Section  3.  Parent  may  not                                         -4- 





 






participate in any underwritten registration under this Section 3 unless Parent (i) agrees to sell  the Registrable Securities it desires  to  have covered by the underwritten  offering on the basis  provided in any underwriting arrangements in customary form and (ii) completes and executes  all  questionnaires,  powers  of  attorney,  indemnities,  underwriting  agreements  and  other  documents required, in customary form, under the terms of such underwriting arrangements.          4.    Registration  Procedures.   In  connection  with  the  Company’s  registration  obligations hereunder:                (a)   the Company shall, not less than three (3) Trading Days prior to the filing of a  Registration Statement or any related Prospectus or any amendment or supplement thereto (and,  promptly  upon  request  of  Parent,  copies  of  documents  to  be  incorporated  or  deemed  to  be  incorporated  by  reference  into  such  Registration  Statement,  Prospectus  or  amendment  or  supplement thereto), (i) furnish to one counsel designated by Parent (“Parent’s Counsel”), copies  of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to  be  filed,  which  documents  will  be  subject  to  the  reasonable  review  of  Parent’s  Counsel,  and  (ii) cause  its  officers  and  directors,  counsel  and  independent  registered  public  accountants  to  respond to such inquiries as shall be necessary, in the reasonable opinion of Parent’s Counsel, to  conduct  a  reasonable investigation within the meaning of the Securities  Act; provided that all  such  documents  provided  prior  to  filing,  and  the  information  contained  therein,  shall  be  confidential  and  may  not  be  disclosed  to  any  third  party,  nor  shall  Parent  undertake  any  transactions in the Common Stock after receiving such documents but prior to the filing of such  documents. The Company shall not (i) file any Registration Statement, or any such Prospectus,  or  amendment  or  supplement  thereto  containing  information  to  which  Parent’s  Counsel  reasonably objects in good faith and (ii) submit a request for acceleration of the effectiveness of  a Registration Statement or any amendment or supplement thereto without the prior approval of  Parent, which consent shall not be unreasonably withheld, or delayed or conditioned, provided,  that, the Company is notified of such objection in writing no later than two (2) Trading Days  after Parent has been so furnished copies of a Registration Statement or any related Prospectus or  amendments or supplements thereto.                (b)    (i)  the Company shall prepare and file with the Commission such amendments,  including post-effective  amendments  and supplements,  to  each Registration Statement and the  Prospectus  used  in  connection  therewith  as  may  be  necessary  to  keep  such  Registration  Statement continuously effective as to the applicable Registrable Securities for its Effectiveness  Period  (except  during a  Grace  Period  (as  defined  below));  (ii)  the  Company  shall  cause  the  related  Prospectus  to  be  amended  or  supplemented  by  any  required  Prospectus  supplement  (subject  to  the  terms  of  this  Agreement),  and,  as  so  supplemented  or  amended,  to  be  filed  pursuant to  Rule  424  (except  during  a  Grace  Period);  (iii)  the  Company  shall  respond  as  promptly as reasonably practicable to any comments received from the Commission with respect  to  each  Registration  Statement  or  any  amendment  thereto  and,  as  promptly  as  reasonably  possible, provide Parent’s Counsel true and complete copies of all correspondence from and to  the Commission relating to such Registration Statement (provided, that the Company shall excise  any information contained therein which would constitute material non-public information); and  (iv)  the  Company  shall  comply  in  all  material  respects  with  the  applicable  provisions  of  the  Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities                                         -5- 





 






covered by a Registration Statement until such time as all of such Registrable Securities shall  have been disposed of (subject to the terms of this Agreement) in accordance with the intended  methods of disposition by Parent as set forth in such Registration Statement as so amended or in  such Prospectus as so supplemented; provided, that Parent shall be responsible for the delivery of  the Prospectus to the Persons to whom Parent sells any of the Registrable Securities (including in  accordance with Rule 172 under the Securities Act), and Parent agrees to dispose of Registrable  Securities  in  compliance  with  applicable  federal  and  state  securities  laws.  In  the  case  of  amendments and supplements to a Registration Statement which are required to be filed pursuant  to this Agreement (including pursuant to this Section 4(b)) by reason of the Company filing a  report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act,  the Company shall have incorporated such report by reference into such Registration Statement,  if applicable, or shall file such amendments or supplements with the Commission on the same  day on which the Exchange Act report is filed which created the requirement for the Company to  amend or supplement such Registration Statement..                (c)   the  Company  shall  notify  Parent  (which  notice  shall,  pursuant  to  clauses  (ii)  through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until  the requisite changes have been made, if applicable) as promptly as reasonably practicable (and,  in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) (i)(A) when a  Prospectus  or  any  Prospectus  supplement  or  post-effective  amendment  to  a  Registration  Statement is proposed to be filed with the Commission; (B) when the Commission notifies the  Company  whether  there  will  be  a  “review”  of  such  Registration  Statement  and  whenever  the  Commission comments in writing on such Registration Statement; and (C) with respect to each  Registration Statement or any post-effective amendment, when the same has become effective;  (ii) of the issuance by the Commission or any other federal or state governmental authority of  any stop order suspending the effectiveness of a Registration Statement covering any or all of the  Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by  the Company of any notification with respect to the suspension of the qualification or exemption  from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation  or threatening of any Proceeding for such purpose; (iv) of the receipt by the Company of any  notification with respect to the suspension of the qualification or exemption from qualification of  any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of  any  Proceeding  for  such  purpose;  (v)  of  the  occurrence  of  any  event  or  passage  of  time  that  makes  the  financial  statements  included  in  a  Registration  Statement  ineligible  for  inclusion  therein  or  any  statement  made  in  such  Registration  Statement  or  Prospectus  or  any  document  incorporated or deemed to be incorporated therein by reference untrue in any material respect or  that requires any revisions to such Registration Statement, Prospectus or other documents so that,  in  the  case  of  such  Registration  Statement  or  the  Prospectus,  as  the  case  may  be,  it  will  not  contain any untrue statement of a material fact or omit to state any material fact required to be  stated therein or necessary to make the statements therein (in the case of any Prospectus, form of  prospectus or supplement thereto, in light of the circumstances under which they were made), not  misleading and (vi) of the occurrence or existence of any pending corporate development with  respect  to  the  Company that  the  Company  believes  may  be  material  and  that,  in  the  determination  of  the  Company,  makes  it  not  in  the  best  interest  of  the  Company  to  allow  continued availability of a Registration Statement  or Prospectus, provided, that any and  all of  such information shall remain confidential to Parent until such information otherwise becomes                                         -6- 





 






public, unless disclosure to Parent is required by law or judicial process; provided, further, that  notwithstanding any Parent’s agreement to keep such information confidential, the Company and  Parent make no acknowledgement that any such information is material, non-public information.                (d)    Notwithstanding  anything  to  the  contrary  herein,  at  any  time  after  the  Registration Statement has been declared effective by the Commission, the Company may delay  the disclosure of material non-public information concerning the Company if the disclosure of  such  information  at  the  time  is  not,  in  the  good  faith  judgment  of  the  Company,  in  the  best  interests  of  the  Company. The  Company  shall  be entitled  to  exercise  its  right  under  this  Section 4(d) to suspend the availability of a Registration Statement and Prospectus for a period  or periods (each, a “Grace Period”) not to exceed sixty (60) calendar days (which need not be  consecutive days) in any twelve (12)-month period and any such Grace Period shall not exceed  an aggregate of thirty (30) consecutive days and the first day of any such period must be at least  five (5) days after the last day of any such prior Grace Period.  For purposes of determining the  length of a Grace Period above, the Grace Period shall begin on and include the date the Parent  receives the notice referred to in Section 4(c)(ii) through (vi) and shall end on and include the  later of the date Parent receives the notice referred to in this Section 4(d) and the date referred to  in  such  notice.   During  the  Grace  Period,  the  Company  shall  not  be  required  to  maintain  the  effectiveness  of  any  Registration  Statement  filed  hereunder  and,  in  any  event,  Parent  shall  suspend  sales  of  Registrable  Securities  pursuant  to  such  Registration  Statements  during  the  pendency  of  the  Grace  Period;  provided,  the  Company  shall  promptly  and  in  compliance  Sections  4(c)  and  (d)   (i)  notify  Parent  in  writing  of  the  existence  of  material  non-public  information  giving  rise  to  a  Grace  Period  or  the  need  to  file  a  post-effective  amendment,  as  applicable,  and  the  date  on  which  such  Grace  Period  will  begin,  (ii)  use  its  best  efforts  to  terminate a Grace Period as promptly as reasonably practicable provided that such termination is,  in the good faith judgment of the Company, in the best interest of the Company, and to ensure  that  the  use  of  the  Prospectus  may  be  resumed  as  promptly  as  is  practicable, and  (iii)  notify  Parent in writing of the date on which the Grace Period ends. Notwithstanding anything to the  contrary, the Company shall cause the Company’s transfer agent to deliver unlegended Shares to  a transferee of Parent in connection with any sale of Registrable Securities with respect to which  Parent has entered into a contract for sale prior to Parent’s receipt of the notice of a Grace Period  and for which Parent has not yet settled.                 (e)   the Company shall use its best efforts to avoid the issuance of, or, if issued, obtain  the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii)  any suspension of the qualification (or exemption from qualification) of any of the Registrable  Securities for sale in any jurisdiction, as soon as practicable.                (f)    the Company shall furnish to Parent, without charge, at least one (1) conformed  copy of each Registration Statement and each amendment thereto and all exhibits to the extent  requested by Parent (including those previously furnished or incorporated by reference) promptly  after the filing of such documents with the Commission; provided, that the Company shall have  no  obligation  to  provide  any  document  pursuant  to  this  clause  that  is  available  on  the  Commission's EDGAR or successor system.                                                  -7- 





 






      (g)   the  Company  agrees  to  promptly  deliver  to  Parent,  without  charge,  as  many  copies  of  each  Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each  amendment  or  supplement  thereto  as  such  Persons  may  reasonably  request.  The  Company  hereby  consents  to  the use of such Prospectus  and each amendment  or  supplement thereto  by  Parent  in  connection  with  the  offering  and  sale  of  Registrable  Securities  covered  by  such  Prospectus and any amendment or supplement thereto.                (h)   the Company shall, prior to any resale of Registrable Securities by Parent, use its  best efforts to register or qualify or cooperate with Parent in connection with the registration or  qualification (or exemption from the registration or qualification) of such Registrable Securities  for the resale by Parent under the securities or Blue Sky laws of such jurisdictions within the  United States as Parent reasonably requests in writing, to keep each registration or qualification  (or exemption therefrom) effective during the Effectiveness Period and to do any and all other  acts  or  things  reasonably  necessary  to  enable  the  disposition  in  such  jurisdictions  of  the  Registrable Securities covered by each Registration Statement; provided, that the Company shall  not  be  required  to  qualify  generally  to  do  business  in  any  jurisdiction  where  it  is  not  then  so  qualified, subject the Company to any general tax in any such jurisdiction where it is not then so  subject or file a consent to service of process in any such jurisdiction.          (i)   the  Company  shall  reasonably  cooperate  with  Parent  to  facilitate  the  timely  preparation and delivery of certificates representing Registrable Securities to be delivered to a  transferee pursuant to the Registration Statement, which certificates shall be free, to the extent  permitted  under  applicable  law,  of  all  restrictive  legends,  and  to  enable  such  Registrable  Securities to be in such denominations and registered in such names as Parent may reasonably  request.  Certificates  for  Registrable  Securities  free  from  all  restrictive  legends  may  be  transmitted by the Company’s transfer agent to Parent by crediting the account of Parent’s prime  broker with the Depositary Trust Company, if and as directed by Parent.                 (j)   the  Company  shall  following  the  occurrence  of  any  event  contemplated  by  Sections 4(c)(ii)-(vi), as promptly as reasonably practicable, as applicable: (i) use its best efforts  to prevent the issuance of any stop order or obtain its withdrawal at the earliest possible moment  if  the  stop  order  have  been  issued,  or  (ii)  taking  into  account  the  Company's  good  faith  assessment of any adverse consequences to the Company and its shareholders of the premature  disclosure of such event, prepare and file a supplement or amendment, including a post-effective  amendment, to the affected Registration Statements or a supplement to the related Prospectus or  any document incorporated or deemed to be incorporated therein by reference, and file any other  required document so that, as thereafter delivered, no Registration Statement nor any Prospectus  will contain an untrue statement of a material fact or omit to state a material fact required to be  stated therein or necessary to make the statements therein (in the case of any Prospectus, form of  prospectus or supplement thereto, in light of the circumstances under which they were made), not  misleading.                 (k)    the Company may require Parent to furnish to the Company a certified statement  as to (i) the number of securities of the Company beneficially owned by Parent and any Affiliate  thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii) any natural  persons  who  have  the  power  to  vote  or  dispose  of  the  Common  Stock,  and  (iv)  any  other                                         -8- 





 






information as may be requested by the Commission, FINRA, any state securities commission or  any other  government  or regulatory body with  jurisdiction over the Company or its  activities.  The Company shall reasonably cooperate with any broker-dealer through which Parent proposes  to  resell  its  Registrable  Securities  in  effecting  a  filing  with the FINRA Corporate  Financing  Department, as requested by Parent.                (l)    if requested by Parent’s Counsel, the Company shall (i) promptly incorporate in a  Prospectus  supplement  or  post-effective  amendment  to  the  Registration  Statement  such  information  as  the  Company  reasonably  agrees  (upon  advice  of  counsel)  is  required  to  be  included therein and (ii) make all required filings of such Prospectus supplement or such post- effective  amendment  as  soon  as  reasonably  practicable  after  the  Company  has  received  notification  of  the  matters  to  be  incorporated  in  such  Prospectus  supplement or  post-effective  amendment.                 (m)   the Company shall use best efforts to cause all Registrable Securities to be listed  on each Trading Market on which securities of the same series or class issued by the Company  are then listed, or if no such similar securities are then listed, on a Trading Market selected by the  Company.                 (n)   the  Company  may  require  Parent  to  furnish  to  the  Company  in  writing  such  information  required  under  the  Securities  Act  in  connection  with  such  registration  regarding  Parent  and  the  distribution  of  such  Registrable  Securities  as  the  Company  may,  from  time  to  time, reasonably request in writing.                (o)   the  Company  shall  not  file  any  other  registration  statements  until,  or  grant  registration rights to any Person that can be exercised prior to, the date that all Shares either are  registered pursuant to a Registration Statement that is declared effective by the Commission and  is effective or may be sold without any restriction or limitation pursuant to Rule 144 and without  the requirement to be in compliance with Rule 144(c)(1); provided, that this Section 4(o) shall  not  prohibit  the  Company  from  filing  amendments  (pre-effective  and  post-effective)  to,  or  conducting offerings pursuant to, registration statements filed prior to the date of this Agreement;  and provided, further, that no such amendment shall increase the number of securities registered  on a registration statement.                (p)   in  no  event  shall  the  Company  include  any  securities  other  than  Registrable  Securities on any Registration Statement without the prior written consent of Parent.                  (q)   the  Company  shall  comply  with  all  applicable  rules  and  regulations  of  the  Commission in connection with its obligations under this Agreement.                (r)   the Company shall hold in confidence and not make any disclosure of information  concerning  Parent  provided  to  the  Company  unless  (i) disclosure  of  such  information  is  necessary to comply with federal or state securities laws, (ii) the disclosure of such information  is  necessary  to  avoid  or  correct  a  misstatement  or  omission  in  any  Registration  Statement,  (iii) the  release  of  such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,  non- appealable  order  from  a  court  or  governmental  body  of  competent  jurisdiction,  or  (iv) such                                         -9- 





 






information has been made generally available to the public other than by disclosure in violation  of this Agreement or any other agreement.  The Company agrees that it shall, upon learning that  disclosure of such information concerning Parent is sought in or by a court or governmental body  of competent jurisdiction or through other means, give prompt written notice to Parent and allow  Parent, at Parent’s expense, to undertake appropriate action to prevent disclosure of, or to obtain  a protective order for, such information.                   (s)   the Company shall use its best efforts to cause the Registrable Securities covered  by a Registration Statement to be registered with or approved by such other U.S. state securities  regulators as may be necessary to consummate the disposition of such Registrable Securities.                (t)   unless  required  by  applicable  law,  neither  the  Company  nor  any  subsidiary  or  Affiliate thereof shall identify Parent as an underwriter in any public disclosure or filing with the  Commission or any Trading Market.                (u)   within  two (2)  Business  Days  after  a  Registration  Statement  which  covers  Registrable Securities is ordered effective by the Commission, the Company shall deliver, and  shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable  Securities  (with  copies  to  Parent  and  Parent’s  Counsel)  confirmation  in  writing  that  such  Registration Statement has been declared effective by the Commission.          5.    Registration Expenses.  All fees and expenses incident to the Company's performance of  or compliance with its obligations under this Agreement (excluding any underwriting discounts  and selling commissions, stock transfer taxes and fees of Parent’s Counsel) shall be borne by the  Company  whether  or  not  any  Registrable  Securities  are  sold  pursuant  to  a  Registration  Statement. The fees and expenses referred to in the foregoing sentence that are the Company's  responsibility  shall  include,  without  limitation,  (i)  all  registration  and filing  fees  (including,  without limitation, fees and expenses (A) with respect to filings required to be made with any  Trading  Market  on  which  the  Common  Stock  is  then  listed  for  trading,  (B)  with  respect  to  compliance with applicable state securities or Blue Sky laws (including, without limitation, fees  and  disbursements  of  counsel  for  the  Company  in  connection  with  Blue  Sky  qualifications  or  exemptions of the Registrable Securities and determination of the eligibility of the Registrable  Securities for investment under the laws of such jurisdictions as requested by Parent) and (C) if  not previously paid by the Company in connection with an issuer filing, with respect to any filing  that may be required to be made by any broker through which Parent intends to make sales of  Registrable  Securities  with  FINRA  pursuant  to  FINRA  Rule  5110,  so  long  as  the  broker  is  receiving no more than  a customary brokerage commission  in  connection with  such sale), (ii)  printing expenses (including, without limitation, expenses of printing certificates for Registrable  Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by  Parent),  (iii)  messenger,  telephone  and  delivery  expenses  of  the  Company,  (iv)  fees  and  disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company  so  desires  such  insurance,  and  (vi)  fees  and  expenses  of  all  other  Persons  retained  by  the  Company  in  connection  with  the  consummation  of  the  transactions  contemplated  by  this  Agreement, including the Company’s independent registered public accountants. In addition, the  Company  shall  be  responsible  for  all  of  its  internal  expenses  incurred  in  connection  with  the  consummation  of  the  transactions  contemplated  by  this  Agreement  (including,  without                                        -10- 





 






limitation, all salaries and expenses of its officers and employees performing legal or accounting  duties), the expense of any annual audit and the fees and expenses incurred in connection with  the listing of the Registrable Securities on any securities exchange as required hereunder.    6.    Indemnification.        (a)   Indemnification  by  the  Company.   The  Company  shall,  notwithstanding  any  termination  of  this  Agreement,  indemnify,  defend  and  hold  harmless  Parent,  the  officers,  directors, agents, general partners, managing members, managers, Affiliates and employees, each  Person who controls Parent (within the meaning of Section 15 of the Securities Act or Section 20  of the Exchange Act) and the officers, directors, general partners, managing members, managers,  agents  and  employees  of  each  such  controlling  Person,  to  the  fullest  extent  permitted  by  applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,  without  limitation,  reasonable  costs  of  preparation  and  investigation  and  reasonable  and  documented attorneys' fees) and expenses (collectively, “Losses”), as incurred, that arise out of  or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any  Registration  Statement,  any  Prospectus  or  any  form  of  prospectus  or  in  any  amendment  or  supplement thereto or in any preliminary prospectus or in any filing made in connection with the  qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in  which Registrable Securities are offered, or arising out of or relating to any omission or alleged  omission to state a material fact required to be stated therein or necessary to make the statements  therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the  circumstances  under  which  they  were  made)  not  misleading,  or  (ii)  any  violation  or  alleged  violation by the Company of the Securities Act, the Exchange Act or any state securities law or  any rule or regulation thereunder, in connection with the performance of its obligations under  this  Agreement,  except  to  the  extent,  but  only  to  the  extent,  that  (A)  such  untrue  statements,  alleged  untrue  statements,  omissions  or  alleged  omissions  are  based  solely  upon  information  regarding Parent furnished in writing to the Company by or on behalf of Parent expressly for use  therein, or to the extent that such information relates to Parent or Parent’s proposed method of  distribution  of  Registrable  Securities  and  was  reviewed  and  approved  in  writing  by  Parent  or  Parent’s Counsel expressly for use in the Registration Statement, such Prospectus or such form  of Prospectus or in any amendment or supplement thereto, (B) Parent’s failure to deliver or cause  to be delivered the Prospectus or any amendment or supplement thereto made available by the  Company,  or  (C)  in  the  case  of  an  occurrence  of  an  event  of  the  type  specified  in  Sections  4(c)(ii)-(vi),  related  to  the  use  by  Parent  of  an  outdated  or  defective  Prospectus  after  the  Company has notified Parent that the Prospectus is outdated or defective and prior to the receipt  by Parent of the Advice contemplated and defined in Section 7(e) below, but only if and to the  extent that following the receipt of the Advice the misstatement or omission giving rise to such  Loss would have been corrected. Such indemnity shall remain in full force and effect regardless  of any investigation made by or on behalf of an Indemnified Party (as defined in Section 6(c))  and shall survive the transfer of the Registrable Securities by Parent. The Company shall notify  Parent  promptly  of  the  institution,  threat  or  assertion  of  any  Proceeding  arising  from  or  in  connection  with  the  transactions  contemplated  by  this  Agreement  of  which  the  Company  is  aware.         (b)   Indemnification by Parent.  Parent shall, notwithstanding any termination of this  Agreement,  indemnify  and  hold  harmless  the  Company,  its  directors,  officers,  agents  and                                        -11- 





 






employees,  each  Person  who  controls  the  Company  (within  the  meaning  of  Section  15  of  the  Securities  Act  and  Section  20  of  the  Exchange  Act),  and  the  directors,  officers,  agents  or  employees of such controlling Persons, to the fullest extent permitted by applicable law, from  and against all Losses, as incurred, in each case to the extent and only to the extent, that such  Losses  arise  solely  out  of  or  are  based  solely  upon  any  untrue  statement  of  a  material  fact  contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any  amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating  to any omission or alleged omission of a material fact required to be stated therein or necessary  to  make  the  statements  therein  (in  the  case  of  any  Prospectus,  or  any  form  of  prospectus  or  supplement thereto, in light of the circumstances under which they were made) not misleading to  the extent, but only to the extent, that such untrue statements or omissions are based solely upon  information  regarding  Parent  furnished  in  writing  to  the  Company  by  or  on  behalf  of  Parent  expressly for use therein.  In no event shall the liability of Parent hereunder (together with any  liability  under  Section  6(d))  be  greater  in  amount  than  the  dollar  amount  of  the  net  proceeds  received by Parent upon the sale of the Registrable Securities giving rise to such indemnification  obligation.         (c)   Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or  asserted  against  any  Person  entitled  to  indemnity  hereunder  (an  “Indemnified  Party”),  such  Indemnified  Party  shall  promptly  notify  the  Person  from  whom  indemnity  is  sought  (the  “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the  defense  thereof,  including  the  employment  of  one  (1)  counsel  reasonably  satisfactory  to  the  Indemnified Party and the payment of all reasonable and documented fees and expenses incurred  in connection with defense thereof; provided, that the failure of any Indemnified Party to give  such written notice within a reasonable time of commencement of any such Proceeding shall not  relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except  (and  only)  to  the  extent  that  such  failure  shall  have  materially  and  adversely  prejudiced  the  Indemnifying Party in its ability to defend such Proceeding.         An  Indemnified  Party  shall  have  the  right  to  employ  separate  counsel  in  any  such  Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel  shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party  has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed  promptly  to  assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably  satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any  such Proceeding (including any impleaded parties) include both such Indemnified Party and the  Indemnifying  Party,  and  such  Indemnified  Party  shall  have  been  advised  by  counsel  that  a  conflict of interest exists if the same counsel were to represent such Indemnified Party and the  Indemnifying Party;  provided, that the  Indemnifying Party shall not  be liable for the fees  and  expenses of more than one separate firm of attorneys at any time for all Indemnified Parties.  The  Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without  its written consent, which consent shall not be unreasonably withheld, delayed or conditioned.   No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect  any settlement of any pending Proceeding in respect of which any Indemnified Party is a party,  unless  such  settlement  includes  an  unconditional  release  of  such  Indemnified  Party  from  all  liability on claims that are the subject matter of such Proceeding, does not involve a finding or                                         -12- 





 






admission  of  wrongdoing  by  the  Indemnified  Party  or  any  of  its  affiliates,  does  not  impose  equitable  remedies  or  obligations  on  the  Indemnified  Party  or  any  or  its  affiliates  other  than  solely the payment of money damages for which the Indemnifying Party will pay.         Subject  to  the  terms  of  this  Agreement,  all  documented  fees  and  expenses  of  the  Indemnified Party (including reasonable fees and expenses to the extent incurred in connection  with investigating or preparing to defend such Proceeding in a manner not inconsistent with this  Section 6(c)) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days  after written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall  promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable  to  such  actions  for  which  such  Indemnified  Party  is  finally  judicially  determined  to  not  be  entitled to indemnification hereunder.           Such indemnity shall remain in full force and effect regardless of any investigation made  by  or  on  behalf  of  such  Indemnified  Party  and  shall  survive  the  transfer  of  the  Registrable  Securities by Parent pursuant to Section 7(j).          (d)   Contribution.   If  a  claim  for  indemnification  under  Section  6(a)  or  6(b)  is  unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any  Losses,  then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in  such  proportion  as  is  appropriate  to  reflect  the  relative  fault  of  the  Indemnifying  Party  and  Indemnified Party in connection with the actions, statements or omissions that resulted in such  Losses  as  well  as  any  other  relevant  equitable  considerations.   The  relative  fault  of  such  Indemnifying  Party  and  Indemnified  Party  shall  be  determined  by  reference  to,  among  other  things,  whether  any  action  in  question,  including  any  untrue  or  alleged  untrue  statement  of  a  material fact or omission or alleged omission of a material fact, has been taken or made by, or  relates  to  information  supplied  by,  such  Indemnifying  Party  or  Indemnified  Party,  and  the  parties’ relative intent, knowledge, access to information and opportunity to correct or prevent  such action, statement or omission.  The amount paid or payable by a party as a result of any  Losses  shall  be  deemed  to  include,  subject  to  the  limitations  set  forth  in  this  Agreement,  any  reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection  with  any  Proceeding  to  the  extent  such  party  would  have  been  indemnified  for  such  fees  or  expenses if the indemnification provided for in Section 6(a) and 6(b) was available to such party  in accordance with its terms.          The parties hereto agree that it would not be just and equitable if contribution pursuant to  this Section 6(d) were determined by pro rata allocation or by any other method of allocation that  does not take into account the equitable considerations referred to in the immediately preceding  paragraph.  Notwithstanding the provisions of this Section 6(d), Parent shall not be required to  contribute,  in  the  aggregate,  any  amount  in  excess  of  the amount  by  which  the  net  proceeds  actually received by Parent from the sale of the Registrable Securities subject to the Proceeding  exceeds the amount of any damages that Parent has otherwise been required to pay by reason of  such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of  fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be  entitled  to  contribution  from  any  Person  who  was  not  guilty  of  such  fraudulent  misrepresentation.                                        -13- 





 






      The indemnity and contribution agreements contained in this Section 6 are in addition to  any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in  diminution or limitation of the indemnification provisions under the Purchase Agreement.   7.    Miscellaneous.                (a)   Remedies.  In the event of a breach by the Company or by Parent of any of their  obligations  under  this  Agreement,  the  Company  or  Parent,  as  the  case  may  be,  in  addition  to  being entitled to seek to exercise all rights granted by law and under this Agreement, including  recovery  of  damages,  will  be  entitled  to  seek  specific  performance  of  its  rights  under  this  Agreement.  The Company and Parent agree that monetary damages may not provide adequate  compensation for any losses incurred by reason of a breach by it of any of the provisions of this  Agreement.          (b)   Rule  144  Requirements.   With  a  view  of  making  available  to  the  Parent  the  benefits of Rule 144 that may at any time permit Parent to sell securities of the Company to the  public without registration, the Company shall make and maintain public information available,  as those terms are understood and defined in Rule 144, and shall timely file with the Commission  all reports and information required to be filed by it under the Securities Act and the Exchange  Act and the rules and regulations adopted by the Commission thereunder and as the Commission  may require. The Company shall furnish to Parent promptly upon request a written statement as  to its compliance with the reporting requirements of Rule 144 (or any successor exemptive rule),  the  Securities  Act  and  the  Exchange  Act  (at  any  time  that  it  is  subject  to  such  reporting  requirements); a copy of its most recent annual or quarterly report; and such other reports and  documents as Parent may reasonably request in availing itself of any rule or regulation of the  Commission allowing it to sell any such securities without registration.                (c)   Obligations of Parent in a Registration. Parent agrees to timely furnish in writing  such information regarding it, the securities sought to be registered and the intended method of  disposition of the Registrable Securities held by it, as shall be reasonably be required to effect  the registration of such Registrable Securities (the “Requested Information”).                 (d)   Compliance.  Parent covenants and agrees that it will comply with the prospectus  delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is  available)  in  connection  with  sales  of  Registrable  Securities  pursuant  to  the  Registration  Statement  and  shall  sell  the  Registrable  Securities  only  in  accordance  with  a  method  of  distribution described in the Registration Statement.                (e)    Discontinued Disposition.  Parent agrees that, upon receipt of a notice from the  Company of the occurrence of any event of the kind described in Sections 4(c)(ii)-(vi), Parent  will  forthwith  discontinue  disposition  of  such  Registrable  Securities  under  a  Registration  Statement  until  it  is  advised  in  writing  (the  “Advice”)  by  the  Company  that  the  use  of  the  applicable  Prospectus  (as  it  may  have  been  supplemented  or  amended)  may  be  resumed.  The  Company will use its best efforts to  ensure that the use of the Prospectus may be resumed as  promptly as is practicable.                                           -14- 





 






      (f)   Amendments  and  Waivers.  The  provisions  of  this  Agreement,  including  the  provisions of this sentence, may not be amended, modified or supplemented, or waived unless  the same shall be in writing and signed by the Company and Parent.                 (g)   Notices.  Any and all notices or other communications or deliveries required or  permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.                (h)   Successors  and  Assigns.   This  Agreement  shall  inure  to  the  benefit  of  and  be  binding  upon  the  successors  and  permitted  assigns  of  each  of  the  parties.  Nothing  in  this  Agreement, express or implied, is intended to confer upon any party other than the parties hereto  or their respective successors and assigns any rights, remedies, obligations, or liabilities under or  by reason of this Agreement, except as expressly provided in this Agreement. The Company may  not assign its rights or obligations hereunder (except by merger or in connection with another  entity acquiring all or substantially all of such party’s assets) without the prior written consent of  the other party. Parent may assign its rights hereunder as set forth in Section 7(i).                (i)   Assignment  of  Registration  Rights.  The  rights  under  this  Agreement  shall  be  automatically  assignable  by  Parent  to  any  transferee  of  all  or  any  portion  of  such Parent’s  Registrable  Securities  if: (i) Parent  agrees  in  writing  with  the  transferee  or  assignee  to  assign  such rights, and a copy of such agreement is furnished to the Company within a reasonable time  after  such  assignment;  (ii) the  Company  is,  within  a reasonable  time  after  such  transfer  or  assignment,  furnished  with  written  notice  of  (a) the  name  and  address  of  such  transferee  or  assignee,  and  (b) the  securities  with  respect  to  which  such  registration  rights  are  being  transferred  or  assigned;  (iii) immediately  following  such  transfer  or  assignment  the  further  disposition of such securities by the transferee or assignee is restricted under the Securities Act  or  applicable  state  securities  laws;  and  (iv) at  or  before  the  time  the  Company  receives  the  written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in  writing with the Company to be bound by all of the provisions contained herein.                (j)   Execution and Counterparts.  This Agreement may be executed in two or more  counterparts, each of which when so executed shall be deemed to be an original and, all of which  taken  together  shall  constitute  one  and  the  same  Agreement  and  shall  become  effective  when  counterparts have been signed by each party and delivered to the other party, it being understood  that both parties need not sign the same counterpart.  In the event that any signature is delivered  by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall  create a valid and binding obligation of the party executing (or on whose behalf such signature is  executed) with the same force and effect as if such facsimile or “.pdf” signature were the original  thereof.                (k)   Governing Law.  All questions concerning the construction, validity, enforcement  and interpretation of this Agreement shall be determined in accordance with Section 9.07 of the  Purchase Agreement.                (l)   Cumulative  Remedies.   The  remedies  provided  herein  are  cumulative  and  not  exclusive of any other remedies provided by law.                                                 -15- 





 






      (m)   Severability.  If any term, provision, covenant or restriction of this Agreement is  held  by  a  court  of  competent  jurisdiction  to  be  invalid,  illegal,  void  or  unenforceable,  the  remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full  force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto  shall use their good faith reasonable efforts to find and employ an alternative means to achieve  the same or substantially the same result as that contemplated by such term, provision, covenant  or  restriction.   It  is  hereby  stipulated  and  declared  to  be  the  intention  of  the  parties  that  they  would  have  executed  the  remaining  terms,  provisions,  covenants  and  restrictions  without  including any of such that may be hereafter declared invalid, illegal, void or unenforceable.                (n)   Headings.  The headings in this Agreement are for convenience only and shall not  limit or otherwise affect the meaning hereof.                (o)   Effectiveness;  Termination.  This  Agreement  constitutes  the entire  agreement  among  the  parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are  no  restrictions,  promises,  warranties  or  undertakings,  other  than  as  set  forth  or  referred  to  herein.   This  Agreement  supersedes  all  prior  agreements  and  understandings  among  the  parties  hereto  with  respect to the subject matter hereof.                                       [SIGNATURES ON FOLLOWING PAGE]                                        -16- 





 






         IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement  to be executed and delivered by their duly authorized officers, effective as of the date first set  forth on the first page hereof.                                              COMPANY:                                                                            FEDNAT  HOLDING  COMPANY,  a  Florida                                      corporation                                                                                                                        By:  /s/ Michael Braun                                                          Name:  Michael Braun                                                            Title:  Chief Executive Officer                                                                                                        PARENT:                                                                            1347 PROPERTY INSURANCE HOLDINGS,                                      INC., a Delaware corporation                                                                                                                        By:  /s/ John S. Hill                                                           Name:  John S. Hill                                                             Title:  V-P, CFO & Secretary                                                              [End of Agreement.]               SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT