Exhibit 10.6


 


TRADEMARK LICENSE AGREEMENT 


 


This TRADEMARK LICENSE AGREEMENT (this
“Agreement”) is made and effective as of February 28, 2014 (the “Effective Date”) by and
between 1347 Advisors LLC a limited liability company organized under the laws of the State of Delaware (the “Licensor”),
and 1347 Property Insurance Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Corporation”)
(each a “party,” and collectively, the “parties”).


 


RECITALS 


 


WHEREAS, Licensor is the owner of the trade
name “1347” (the “Licensed Mark”) in the United States of America (the “Territory”);


 


WHEREAS, Corporation is an insurance holding
company with a focus on homeowner’s insurance;


 


WHEREAS, Licensor provides strategic consulting,
corporate development, corporate finance and actuarial services to its parent company, Kingsway Financial Services Inc., its affiliates
and third-party clients; and


  


WHEREAS, Corporation desires to use the
Licensed Mark in its corporate name and the corporate name which appears in its official logo as of January 8, 2014 (the “Official
Logo”), a copy of which is attached hereto and incorporated herein as Exhibit A, and Licensor is willing to
permit Corporation to use the Licensed Mark, subject to the terms and conditions of this Agreement;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


ARTICLE 1


LICENSE GRANT


 


1.1 License. Subject to the terms
and conditions of this Agreement, Licensor hereby grants to Corporation, and Corporation hereby accepts from Licensor, a personal,
non-exclusive, royalty-free right and license to use the Licensed Mark solely and exclusively as an element of Corporation’s
name “1347 Property Insurance Holdings, Inc.” and as an element of the Corporation’s Official Logo. Except as
provided above, neither Corporation nor any affiliate, owner, director, officer, employee, or agent thereof shall otherwise revise,
amend, change or use the Licensed Mark or any derivative thereof without the prior express written consent of Licensor in its sole
and absolute discretion. All rights not expressly granted to Corporation hereunder shall remain the exclusive property of Licensor.


 


1.2 Licensor’s Use. Nothing
in this Agreement shall preclude Licensor, its affiliates, or any of their respective successors or assigns from using or permitting
other entities to use the Licensed Mark whether or not such entity directly or indirectly competes or conflicts with Corporation’s
business in any manner.


 




    	 



    	 



    

 


ARTICLE 2


OWNERSHIP


 


2.1 Ownership. Corporation acknowledges
and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Mark, and all such right, title,
and interest shall remain with the Licensor. Corporation shall not otherwise contest, dispute, or challenge Licensor’s right,
title, and interest in and to the Licensed Mark.


 


2.2 Goodwill. All goodwill and reputation
generated by Corporation’s use of the Licensed Mark shall inure to the benefit of Licensor. Corporation shall not by any
act or omission use the Licensed Mark in any manner that disparages or reflects adversely on Licensor or its business or reputation.
Except as expressly provided herein, neither party may use any trademark or service mark of the other party without that party’s
prior written consent, which consent shall be given in that party’s sole discretion.


 


ARTICLE 3


COMPLIANCE


 


3.1 Quality Control. In order to
preserve the inherent value of the Licensed Mark, Corporation agrees to use reasonable efforts to ensure that it maintains the
quality of the Corporation’s business and the operation thereof equal to the standards prevailing in the operation of Licensor’s
and Corporation’s business as of the date of this Agreement. The Corporation further agrees to use the Licensed Mark in accordance
with such quality standards as may be reasonably established by Licensor and communicated to the Corporation from time to time
in writing, or as may be agreed to by Licensor and the Corporation from time to time in writing.


 


3.2 Compliance With Laws. Corporation
agrees that the business operated by it in connection with the Licensed Mark shall comply with all laws, rules, regulations and
requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, advertising and promotion
of the business, and shall notify Licensor of any action that must be taken by Corporation to comply with such law, rules, regulations
or requirements.


 


3.3 Notification of Infringement.
Each party shall immediately notify the other party and provide to the other party all relevant background facts upon becoming
aware of (i) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with any
Licensed Mark, and (ii) any infringements, imitations, or illegal use or misuse of the Licensed Mark in the Territory.


 




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ARTICLE 4


REPRESENTATIONS AND WARRANTIES


 


4.1 Mutual Representations. Each
party hereby represents and warrants to the other party as follows:


 


(a) Due Authorization. Such party
is a corporation duly incorporated and in good standing as of the Effective Date, and the execution, delivery and performance of
this Agreement by such party have been duly authorized by all necessary action on the part of such party.


 


(b) Due Execution. This Agreement
has been duly executed and delivered by such party and, with due authorization, execution and delivery by the other party, constitutes
a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.


 


(c) No Conflict. Such party’s
execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision
of the charter or by-laws (or similar organizational documents) of such party; (ii) conflict with or violate any law or governmental
order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require
any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation
of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.


 


ARTICLE 5


TERM AND TERMINATION


 


5.1 Term. Unless otherwise agreed
to in writing by the parties hereto, the term of this Agreement shall expire upon (i) the liquidation or dissolution of the Corporation
or (ii) sixty (60) days written notice to the other party by either Licensor or Corporation.


 


5.2 Upon Termination. Upon expiration
or termination of this Agreement, all rights granted to Corporation under this Agreement with respect to the Licensed Mark shall
cease, and Corporation shall immediately discontinue use of the Licensed Mark.


 


ARTICLE 6


MISCELLANEOUS


 


6.1 Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party
may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written
consent of the other party. No assignment by either party permitted hereunder shall relieve the applicable party of its obligations
under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written
assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations hereunder.


 


6.2 Independent Contractor. Except
as expressly provided or authorized, neither party shall have, or shall represent that it has, any power, right or authority to
bind the other party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other
party.


 




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6.3 Notices. All notices, requests,
claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have
been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile,
or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses:


 


	If to Licensor:	 	If to Corporation:
	 	 	 
	1347 Advisors LLC	 	1347 Property Insurance Holdings, Inc.
	150 Pierce Road, 6th Floor	 	9100 Bluebonnet Centre Blvd., Ste. 502
	Itasca, Illinois  60143	 	Baton Rouge, LA  70809
	ATTN: LEGAL DEPARTMENT	 	ATTN:  PRESIDENT


 


6.4 Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the principles
of conflicts of law rules. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located
in the State of Delaware and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.


 


6.5 Amendment. This Agreement may
not be amended or modified except by an instrument in writing signed by all parties hereto.


 


6.6 No Waiver. The failure of either
party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed
to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall
be binding unless executed in writing by all parties hereto.


 


6.7 Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


6.8 Headings. The descriptive headings
contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


6.9 Counterparts. This Agreement
may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of
which taken together shall constitute one and the same agreement.


 




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6.10 Entire Agreement. This Agreement
constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and
undertakings, both written and oral, between the parties with respect to such subject matter.


 


6.11 Third party Beneficiaries.
Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


[Remainder of Page Intentionally Blank]


 




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IN WITNESS WHEREOF, each party has caused
this Agreement to be executed as of the Effective Date by its duly authorized officer.


 


	 	LICENSOR:
	 	 	 
	 	By:	 
	 	Name:	Larry G. Swets
	 	Title:	 Manager
	 	 	 
	 	LICENSOR:
	 	 	 
	 	By:	 
	 	Name:	Hassan R. Baqar
	 	Title:	Managing Director
	 	 	 
	 	CORPORATION:
	 	 	 
	 	By:	 
	 	Name:	Douglas N. Raucy
	 	Title:	President


 


[Signature Page to License Agreement]


 




    	 



    	 



    

 


Exhibit A


 





 


[Signature Page to License Agreement]