exhibit102-standstillagr






                                                         EXECUTION VERSION                                STANDSTILL AGREEMENT                THIS STANDSTILL AGREEMENT       (this “Agreement”) is  made  as  of December 2,  2019  (the “Effective  Date”) by  and  between FEDNAT  HOLDING  COMPANY,  a  Florida  corporation (“FedNat”), and 1347 PROPERTY INSURANCE HOLDINGS, INC., a Delaware  corporation (“PIH”). Each of FedNat and PIH are, at times, individually referred to herein as a  “Party,” and collectively referred to herein as the “Parties.”          WHEREAS,  FedNat,  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”) have  entered  into  an  Equity  Purchase  Agreement  dated  as  of  February  25,  2019  (as  it  may  be  amended  or  modified  from  time  to  time,  the “Purchase  Agreement”) pursuant  to  which  FedNat  agreed  to  purchase  all  of  the  issued  and  outstanding  capital stock and membership interest, as applicable, of the Companies (the “Acquisition”); and                WHEREAS, pursuant to the Acquisition and as partial consideration therefor, PIH will  receive certain shares of FedNat Common Stock (as defined below); and                WHEREAS,  in  connection  with  the closing  of  the  transactions  contemplated  by  the  Purchase Agreement (collectively, the “Transactions”), PIH agrees to certain matters set forth in  this Agreement, all upon the terms and conditions set forth herein.                NOW,  THEREFORE,  in  consideration  of  the premises  and  mutual  covenants,  agreements,  representations  and  warranties  contained  herein,  and  other  good  and  valuable  consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:                1.    Definitions.  As  used  in  this  Agreement,  the following  terms  shall  have  the  indicated meanings (such meanings to be equally applicable to both the singular and plural forms  of the terms defined):               (a)   “Board” means the Board of Directors of FedNat, as it is constituted from  time to time.               (b)   “FedNat Common Stock” means the authorized shares of common stock  of FedNat, par value of one cent ($0.01) per share.               (c)   “Solicitation” has  the  same  meaning  as  set  forth  in  Rule  14a-1  promulgated under the Exchange Act and shall include, without limitation, any action that causes  a Person to become a participant in such a Solicitation within the meaning of Instruction 3 of  Item 4 of Schedule 14A promulgated under the Exchange Act.               (d)   “Voting Securities” means (i) all shares of FedNat Common Stock, (ii) all  other equity securities issued by FedNat pursuant to which the holder thereof has the right to vote  on any matter relating to FedNat (whether such right is conveyed by the terms of the securities,  by  Law,  or  otherwise), and  (iii)  all  securities  and  other  instruments  of  any  type  that  are  convertible into the securities described in items (i) and (ii) of this Section 1(e), in each case that      4814-7719-5910.4  





 






are owned or held, whether direct or indirectly, and whether beneficially or of record, by PIH at  any  time,  regardless  of  when  they  were  acquired  and  regardless  of  whether  they  were  issued  pursuant to the Acquisition.               (e)   All other capitalized terms used, but not defined, in this Agreement shall  have the meanings ascribed to such terms in the Purchase Agreement.         2.    Limitations  on  PIH’s  Actions.   Commencing  on  the  Effective  Date  and  continuing for the Term (as defined in Section 8), PIH agrees to vote all of the Voting Securities  beneficially owned by each of them in accordance with the recommendation of the Board with  respect to any matter that is before the stockholders of FedNat for a vote by such stockholders  whenever the Board has made a recommendation to the stockholders regarding such matter (a  “Board Recommended Matter”).  In addition, commencing on the Effective Date and at all times  during the Term, PIH shall not, directly or indirectly, do any of the following:               (a)   Acquire, offer, propose to acquire, agree to acquire, purchase, or make a  tender or exchange offer to acquire, any Voting Securities (other than a direct issuance of Voting  Securities by FedNat that is approved in writing, in advance by FedNat);                            (b)   Sell, offer, propose to sell, agree to sell, or accept any tender or exchange  offer for, in any one (1) transaction or in any series of related transactions, any Voting Securities  in  excess  of:  (i)  two  and  one  half  percent  (2.5%)  of  all Voting  Securities  that  are  issued  and  outstanding at the time of such sale; or (ii) with respect to PIH only, in any three (3) consecutive  month  period,  twenty-five  percent  (25.0%)  of  the  shares  of  FedNat  Common  Stock  that  were  issued to PIH pursuant to the Acquisition;                      (c)   Engage or participate in any Solicitation of proxies or consents regarding  the  FedNat  Common  Stock,  make  any  stockholder  proposals  at  a  meeting  of  FedNat’s  stockholders,  or  induce  or  attempt  to  induce  any  other  Person  to  initiate  any  stockholder  proposals at any meeting of FedNat’s stockholders;                      (d)   Publicly advise, seek to advise, encourage, seek to encourage, influence or  seek to influence any Person with respect to the voting of any shares of FedNat Common Stock  held by other stockholders of FedNat;                      (e)   Take action to nominate or present any Person for election to the Board at  any  annual  meeting  of  FedNat’s  stockholders  or  any  other  meeting  of  FedNat’s  stockholders  called for the purpose of electing directors;                      (f)   Seek, propose or make any public statements with respect to any FedNat  action requiring approval of FedNat’s stockholders;                      (g)   Deposit  any  Voting  Securities  in  any  voting  trust  or  subject  any  Voting  Securities to any arrangement or agreement with respect to the voting of any Voting Securities;                      (h)   Propose,  or  make  any  public  statement  with  respect  to,  any  form  of  business combination, restructuring, recapitalization, dissolution or similar transaction involving                                        -2- 





 






FedNat,  including, without  limitation,  a merger, tender or  exchange offer, share repurchase or  liquidation of FedNat’s assets;                (i)   Seek, alone or in concert with others, (i) to call a meeting of stockholders  of  FedNat;  (ii)  representation  on  the  Board;  (iii)  the  removal  of  any  FedNat  officer  and/or  director;  or  (iv)  to  support  financially,  or  through  the  giving  of  services  or  information,  any  Person who is suing or contemplating suing FedNat or any of its Affiliates, or is conducting or  contemplating a Solicitation in opposition to a proposal by the Board or FedNat’s management;  or                (j)   Enter  into,  engage  in,  encourage  or  otherwise  participate  in  any   transaction designed to circumvent any of the restrictions set forth in this Agreement.          Nothing  in  this  Agreement  shall  prevent  PIH  from  engaging  in  private  discussions  with  the  Board, management or stockholders of FedNat regarding the FedNat business.                3.    Exception.   At  all  times  during  the  Term,  PIH  shall  be  permitted  (and  the  provisions of Section 2 shall not  apply) to  provide information  or assistance to  any Person in  response  to  a  request  by  a  governmental  agency  with  jurisdiction  or  authority  over  the  Stockholder, a validly issued subpoena or otherwise as required by law; provided, that in each  such  instance,  to  the  greatest  extent  permitted  by  applicable law,  PIH  shall  provide  as  much  advance  notice  to  FedNat  of  such  response  as  reasonably  possible  and  provide  reasonable  assistance  to  FedNat  to  obtain  any  protective  order  sought  by  FedNat  with  respect  to  such  response.  PIH shall be permitted to file a Statement on Schedule 13G with the SEC disclosing  its  investment  in  FedNat  Common  Stock,  describing  and  filing  a  copy  of  this Agreement,  if  required by applicable law, and otherwise complying with the requirements of such Statement  and the rules and regulations of the SEC relating to such Statement.         4.    Other Acknowledgements.               (a)   PIH  understands  and  agrees  that,  if  it  votes  its  Voting  Securities  in  violation  of Section  2 or  of  this Agreement,  then  PIH  hereby  unconditionally  and  irrevocably  instructs FedNat not to record the amount of Voting Securities so voted; and (ii) if all of PIH’s  Voting Securities are not voted in favor of any Board Recommended Matter (whether by virtue  of  a  negative  vote  or  abstention),  then  the  number  of  shares  not  voted  in  favor  of  the  Board  Recommended Matter shall be automatically voted, and deemed for all purposes to have been  voted by PIH in favor of such Board Recommended Matter.                (b)   If  and  to  the  extent  that  it  is  determined  that Section  4(a) hereof  is  unenforceable, then PIH covenants and agrees that PIH will cause all of its Voting Securities to  be  voted  at  any  meeting  of  FedNat’s  stockholders  or  at  any  adjournments  or  postponements  thereof:  (i)  in  favor  of  each  Board  Recommended  Matter;  and  (ii)  against  any  stockholder  nominations for director.                      (c)   In the event that the Voting Securities are sold or otherwise transferred in a  privately  negotiated  transaction,  the  purchaser  or  transferee  shall  take  the  Voting  Securities                                         -3- 





 






subject to all of the restrictions set forth in this Agreement. PIH agrees to provide FedNat with  five (5) Business Days’ prior written notice of any such transaction.                5.    Equitable Remedies; Remedies for Certain Breaches.                 (a)   The Parties acknowledge and agree that money damages would not be a  sufficient remedy for any breach or threatened breach of the provisions of Sections 2 or 4 of this  Agreement,  and  that  the  non-breaching  Party  shall  be  entitled  to  specific  performance  and  injunctive (preliminary or permanent) or other equitable relief as remedies for any breach of any  such section.  Such remedies shall not be deemed to be the exclusive remedies but shall be in  addition to all other remedies available at law or in equity.  Each Party waives any requirement  for the securing or posting of any bond in connection with any such remedy.                (b)   The  rights  and  remedies  of  the  Parties  under  this  Agreement  shall  be  cumulative  and  concurrent  and  may  be  pursued  and  exercised  singularly,  successively  or  concurrently at the sole discretion of the exercising Party and may be exercised as often as such  Party shall deem necessary or desirable, and the non-exercise by a Party of any such rights and  remedies in any particular instance shall not in any way constitute a waiver or release thereof in  that or any subsequent instance.                6.    Additional  Representations,  Warranties,  and  Covenants.   PIH  hereby  represents, warrants, and covenants to and in favor of FedNat that:               (a)   PIH  has  all  requisite  capacity,  power  and authority  to  enter  into  and  perform PIH’s obligations under this Agreement.  No filing with, and no permit, authorization,  consent or approval of, any Person is necessary on the part of PIH for the execution, delivery and  performance  of  this Agreement  by  PIH  or  the  consummation  by  PIH  of  the  transactions  and  agreements contemplated hereby.                            (b)   This  Agreement  has  been  duly  executed  and  delivered  by  PIH  and  the  execution,  delivery  and  performance  of  this Agreement  by  PIH  and  the  consummation  of  the  transactions contemplated hereby have been duly authorized by all necessary action on the part  of PIH.                      (c)   Assuming the due authorization, execution and delivery of this Agreement  by  FedNat,  this  Agreement  constitutes  the  valid  and  binding  agreement  of  PIH,  enforceable  against PIH in accordance with its terms.                      (d)   Except  as  contemplated by this Agreement, PIH  has  not  been a party to  any grant of proxy or power of attorney, deposited any of its Voting Securities into a voting trust  or similar arrangement, entered into any Contract 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 holder of Voting Securities, whether directly or indirectly,  in  any  manner  that  is  inconsistent  with  PIH’s  obligations  under  this Agreement.   Neither  the  execution  and  delivery  of  this  Agreement  by  PIH  nor  the  consummation  by  PIH  of  the  transactions  and  agreements  contemplated  hereby  or  compliance  by  PIH  with  any  of  the  provisions hereof shall: (i) conflict with or violate any provision of the organizational documents                                        -4- 





 






of PIH; (ii) 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 any Lien on  any property or asset of PIH pursuant to any Contract to which PIH is a party or by which PIH or  any property or asset of PIH is bound or affected; or (iii) violate any law or judgment, order,  injunction,  ruling  or  decree  of  any  Governmental  Entity  applicable  to  PIH  or  any  of  PIH’s  properties or assets.                              (e)   Except for restrictions in favor of FedNat pursuant to this Agreement and  in any other agreement entered into by PIH in connection with the Transactions, 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,  PIH  is  the  sole  record  and  beneficial owner of all of PIH’s Voting Securities, in each case free and clear of Liens, and has  the full and exclusive power to vote or direct the vote with respect to the Voting Securities.  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 SEC under the  Exchange Act; provided, that, for purposes of determining whether a Person is a beneficial owner  of  any Voting  Securities,  a  Person  shall  be  deemed  to  be  the  beneficial  owner  of  any  Voting  Securities which may be acquired by such Person pursuant to any Contract or upon the exercise  of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether  the right to acquire such Voting Securities is exercisable immediately or only after the passage of  time,  including  the  passage  of  time  in  excess  of  sixty  (60)  days,  the  satisfaction  of  any  conditions, the occurrence of any event or any combination of the foregoing).                              (f)   There  is  no  Action  pending  or,  to  the  knowledge  of  PIH,  threatened,  against  or  affecting  such  Party  before  or  by  any  Governmental  Entity,  except,  as  is  not,  and  would not reasonably be, expected, either individually or in the aggregate, to impair the ability of  PIH to perform PIH’s obligations hereunder in any respect.                      (g)   PIH  understands  and  acknowledges  that  FedNat  is  entering  into  the  Purchase Agreement in reliance upon PIH’s execution and delivery of this Agreement and the  representations, warranties, covenants, and agreements of PIH contained herein.                      (h)   PIH  shall  not  take  any  action  that  would  make  any  representation  or  warranty  of  PIH  contained  herein  untrue  or  incorrect  in  any  material  respect,  or  that  would  prohibit PIH from performing all of PIH’s covenants and obligations contained herein.                7.    No  Reliance.   Except  as  expressly  set  forth  in  any  representation,  warranty, or  covenant  made by  a Party in  this Agreement,  each Party  expressly disclaims and shall not be  deemed to have made any representation, warranty or covenant, express or implied, to the other  Party, in connection with or related to the transactions contemplated by this Agreement.         8.    Term.  This Agreement shall terminate and shall be of no further force or effect as  of  the  date  that  is  the  fifth  (5th)  anniversary  of  the  Effective  Date.   Notwithstanding  the  foregoing,  nothing  herein  shall  relieve  any  party  hereto  from  liability  for  any  breach  of  this  Agreement prior to the expiration of the Term.                                         -5- 





 






      9.    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 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 Blvd., Suite 2100              Miami, FL 33131              Attention:  Nina S. Gordon, Esq.              E-Mail:  nina.gordon@nelsonmullins.com                            If to PIH, to:                             D. Kyle Cerminara              Fundamental Global Investors, LLC              4201 Congress Street, Suite 140              Charlotte, North Carolina 28209              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                                        -6- 





 






            Attention:  Derek D. Bork, Esq.              E-Mail:  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 the Parties.                            (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 Parties.   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.                              (g)   Further  Assurances;  Ownership.   From  time  to  time  at  the  request  of  FedNat, and without further consideration, PIH 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.                             (i)   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 Voting Securities.                            (j)   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.                (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                                         -7- 





 






the application of such provision to other Persons or circumstances shall not be affected by such  invalidity or unenforceability.                      (l)   No Waiver.  The failure of any Party 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.                      (m)   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.                      (n)   Submission  to  Jurisdiction.   Each  Party  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 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 9(b).                      (o)   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  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 9(o).                      (p)   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,  schedule, or exhibit, such reference shall be to a Section, schedule, 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                                         -8- 





 






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.                             (q)   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.                      (r)   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  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 forever waives any such defense.                                         [Signatures appear on the following page.]                                                                                  -9- 





 






      IN WITNESS WHEREOF, each of the Parties  has  caused this Agreement  to  be duly  executed to be effective as of the Effective Date.                                        FEDNAT:                                                                            FEDNAT  HOLDING  COMPANY,  a  Florida                                      corporation                                                                                                                  By:  /s/ Michael Braun                                                          Name:  Michael Braun                                                            Title:  Chief Executive Officer                                                                                                                             PIH:                                                                            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 STANDSTILL AGREEMENT