exhibit104-investmentadv






                                                         EXECUTION VERSION                      INVESTMENT ADVISORY AGREEMENT         THIS INVESTMENT  ADVISORY      AGREEMENT     (this  “Agreement”)  is  made  and  entered into effective as of December 2, 2019, by and between Fundamental  Global  Advisors  LLC,  a  Delaware  limited  liability  company (the  “Advisor”)  and  FedNat  Holding  Company,  a  Florida corporation (the “Client”).                                 Preliminary Statements               A.    The  Advisor  wishes  to  provide  non-discretionary  investment  advisory  services to the Client.               B.    The Advisor and the Client wish to enter into this Agreement in order to  set forth the terms by which the Advisor would perform the investment advisory services for the  Client.               NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  promises  contained herein, and other good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged by the parties hereto hereby agree as follows:               1.    Non-Discretionary Investment Advisory Services; Fees.                         (a)   The  Advisor  will  provide  the  Client  with  non-discretionary  investment advisory services (the “Investment Advisory Services”), including without limitation:  identifying,  analyzing  and  recommending  potential  investments,  advising  as  to  existing  investments and investment optimization, recommending investment dispositions, and advising  as  to  the  Advisor’s  views  and  outlook  on  macro-economic  conditions.   The  Client  hereby  engages the Advisor as investment adviser to the Client to provide non-discretionary investment  advice with respect to Client investments and potential investments.  The Advisor hereby accepts  such appointment.  Advisor will have no authority to withdraw or transfer assets from Client’s  accounts.   The  Advisor  may  engage  and  assign  all  or  a  portion  of  the  Investment  Advisory  Services to a sub-advisor so long as such sub-advisor is a registered investment adviser.                       (b)   Advisor  will  conduct  periodic  portfolio  reviews  with  Client.  Advisor  will  generally  be  available  to  discuss  Client’s  account  during  normal  business  hours.  Advisor will attempt to meet with Client at least annually to discuss Client’s investment needs,  goals  and objectives  and review Client’s  account performance and the continued suitability of  investments recommended by Advisor for Client.                     (c)   The  Advisor  will  for  all purposes  of  this  Agreement  be  an  independent contractor and not an agent or employee of the Client.                     (d)   In consideration of the Investment Advisory Services provided to  the Client  hereunder, the Client  will pay the Advisor an annual  management fee of $100,000,  paid  quarterly  in  advance  (the “Management  Fee”).  The  quarterly  installment  of  the  Management Fee will be due no later than five business days after the beginning of each calendar  quarter, commencing with the calendar quarter beginning January 1, 2020 (which first payment 





 






shall include a pro-rated portion of the Management Fee attributable to the period commencing  on the date of this Agreement and ending on (and including) December 31, 2019).                 2.    Expenses.   The  Client  will  be  responsible  for  the  fees  and  expenses  of  administrators,  auditors  and  other  service  providers  of  the  Client.   The  Advisor  will  be  responsible for its own expenses in connection with the provision of the Investment Advisory  Services.               3.    Representations and Warranties; Covenants.                     (a)   The  Client  represents  and  warrants  to  the Advisor  and  agrees  as  follows:  (i) this Agreement has been duly and validly authorized by the Client and executed and  delivered by the Client in accordance with the applicable provisions of its governing documents  (the “Governing  Provisions”) and  constitutes  a  valid  and  binding  agreement  of  the  Client  enforceable in accordance with its terms; (ii) its entering into this Agreement will not breach or  cause  to  be  breached  any  of  the  Governing  Provisions  or  any  other  undertaking,  agreement,  contract, statute, rule or regulation to which the Client is a party or by which it is bound; and (iii)  it is duly incorporated and validly existing and in good standing under the laws of the State of  Florida and it has the full power and authority under the Governing Provisions to enter into, and  perform its obligations under, this Agreement.                     (b)   The Advisor  represents  and  warrants  to  the  Client  and  agrees  as  follows:  (i) this Agreement has been duly and validly authorized, executed and delivered by the  Advisor  in  accordance  with  its  Governing  Provisions  and  constitutes  a  valid  and  binding  agreement  of  the Advisor  enforceable  in  accordance  with  its  terms;  (ii)  its  entering  into  this  Agreement will not breach or cause to be breached any undertaking, agreement, contract, statute,  rule or regulation to which the Advisor is a party or by which it is bound; (iii) it is duly organized  and validly existing and in good standing under the laws of the State of Delaware; and (iv) it is  and shall remain in compliance in all respects with the Governing Provisions and all laws, rules,  regulations and orders of any governmental agency or self-regulatory organization applicable to  the Advisor and/or this Agreement.                     (c)   The  Client  further  acknowledges  that  all  advice  given  by  the  Advisor  is  the  confidential  property  of  the Advisor,  and  the  Client  will  not  make  use  of  such  advice in any manner or disclose the same to third parties, other than to Client’s other investment  managers who would be involved in the evaluation and execution of any such advice, without the  prior  written  consent  of  the  Advisor.   Nothing  contained  in  this  Agreement  will  require  the  Advisor to disclose the details of any of its investment programs, formulae or strategies, except  as required by applicable law.                      (d)   The  Client  acknowledges  that  Advisor’s  past  performance  and  advice  regarding  Client’s  accounts  cannot  guarantee  future  results.  As  with  all  market  investments, Client investments can appreciate or depreciate and Advisor does not guarantee or  warrant that the services it offers will result in a profit or perform in any particular way. Client  also understands that there are no guarantees that its investment goals or objectives will be met  or that any investment recommendations by the Advisor will be successful in achieving Client’s  short or long-term objectives or perform within any target risk limitations.                                         2                                          





 






                  (e)   The  Client  expressly  understands  and  agrees  that Advisor  is  not  qualified to, and does not purport to provide, any legal, accounting, estate, actuary, or tax advice  or  to  prepare  any  legal,  accounting  or  tax  documents.  Nothing  in  this  Agreement  is  to  be  construed as providing for such services. Client will rely on its own tax attorney or accountant  for tax advice or tax preparation.                 4.    Termination.                       (a)   The term of this Agreement will commence as of the date of this  Agreement and continue in effect for a period of five years unless terminated earlier as provided  in this Section 4.                       (b)   The  Advisor  may  terminate  this  Agreement  at  any  time  upon  reasonable prior written notice to the Client.  Client may terminate this Agreement only in the  following circumstances:                             (i)   if the Advisor commits any breach of its obligations under  this Agreement and fails, within (10) ten business days of receipt of notice served by the Client  requiring it so to do, to make good such breach;                           (ii)  at any time by giving notice in writing to the Advisor if the  Advisor goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or  amalgamation  upon  terms  previously  approved  in  writing  by  the  parties)  or  if  a  receiver  is  appointed  of  any  of  the  assets  of  the  Advisor  or  if  the  Advisor  makes  or  proposes  any  arrangement or composition with its creditors or class of creditors;                           (iii) if  the  Advisor  is  found  in  a  legal  proceeding  to  have  violated any antifraud or anti-manipulative provisions of laws relating to the financial services  industry  or  of  any  other  criminal  statute  involving  intentional  fraud,  misappropriation,  misrepresentation, or embezzlement; or                           (iv)  if  the Adviser  is  subject  to  censure  or  disqualification  of  under the Investment Advisers Act of 1940, or the Securities Act of 1933, each as amended, or if  the  Advisor  is  no  longer  the holder  of  all  licenses,  permissions,  authorizations  and  consents  required to enable it to perform its duties pursuant to this Agreement.                     (b)   Upon termination of this Agreement, the Advisor must repay to the  Client the unearned portion (computed on the basis of the number of days elapsed), if any, of any  Management Fees previously paid to the Advisor.               5.    Miscellaneous.                     (a)   Entire  Agreement.   This  Agreement  constitutes  the  entire  agreement between the parties with respect to the subject matter hereof and supersedes any prior  agreements or understandings.                     (b)   Amendment;  Waiver.   Any  term  of  this  Agreement  may  be  amended or waived only  by  an instrument  in  writing and signed by both the Advisor and the                                         3                                          





 






Client.  A waiver of any breach or failure to enforce any term or provision of this Agreement will  not  in  any  way  affect,  limit  or  waive  a  party’s  rights  hereunder  at  any  time  to  enforce  strict  compliance thereafter with every term or provision of this Agreement.                     (c)   Successors  and  Assigns.   Neither  party  may  assign  its  rights or  obligations under this Agreement without the prior written consent of the other party; provided,  that consent of the Client will not be required for the Advisor to engage sub-advisors to provide  the Investment Advisory Services as provided in Section 1(a). This Agreement is binding upon  and will inure to the benefit of the Advisor and the Client and their respective successors and  permitted assigns.                     (d)   Governing  Law.   This  Agreement  is  governed  by,  and is  to  be  construed and enforced in accordance with, the laws of the State of New York, regardless of the  laws that might otherwise govern under applicable principles of conflicts of law.                      (e)   Notices.   All  notices,  demands  and  other  communications  hereunder must be in writing (including facsimile and email) and must be given:                If to the Advisor:                                    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:                                                                                       Eliot D. Raffkind                               Akin Gump Strauss Hauer & Feld LLP                               2300 N. Field Street                               Suite 1800                               Dallas, TX 75201                               E-Mail:  eraffkind@akingump.com                                       If to the Client:                                       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., # 2100                               Miami, FL 33131                               Attention:  Nina Gordon, Esq.                                         4                                          





 






                             E-Mail:  nina.gordon@nelsonmullins.com                                   or to such other address, facsimile number or email address and with such other copies as such  party  may  hereafter  specify  for  the  purpose  of  notice  to  the  other  party.   Each  such  notice,  request, demand or other communication will be effective (i) if given by facsimile, when such  facsimile is transmitted to the facsimile number specified in this section and evidence of receipt  is received, (ii) if sent by email, on receipt by the sender of a “read receipt” in respect of the  relevant message or (iii) if given by any other means, upon delivery or refusal of delivery at the  address specified in this section                    (f)   Severability. If any provision or clause of this Agreement is found  to  be  invalid  or  unenforceable  under  any  applicable  law,  this  Agreement  will  be  considered  severable and divisible, and a reviewing body shall have the authority to amend or “blue pencil”  the Agreement so as to make it fully valid and enforceable.                      (g)   Captions.  The headings and captions used in this Agreement are  used  for  convenience  only  and  are  not  to be  considered  in  construing  or  interpreting  this  Agreement.                     (h)   Counterparts.   This Agreement  may  be  executed  in  two  or more  counterparts, each of which shall be deemed an original, but all of which together shall constitute  one and the same instrument.                                                     [Signature page follows]                                         5                                          





 






         This Agreement has been executed and delivered by the parties hereto as of the date first  written above.                                             FEDNAT  HOLDING  COMPANY,  a                                            Florida corporation                                                                        By:  /s/ Michael Braun                                                          Name:  Michael Braun                                                            Title:  Chief Executive Officer                                                       FUNDAMENTAL GLOBAL ADVISORS                                            LLC, a Delaware limited liability company                                                                                        By:   FGI Funds Management, LLC                                            Its:  Manager                                                          By:  /s/ D. Kyle Cerminara                                                      Name:  D. Kyle Cerminara                                                        Title:  Manager                                                           [End of Agreement.]                          Signature Page to Investment Advisory Agreement