SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

1347 Property Insurance Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

68244P107

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 25, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) 

CUSIP No. 68244P107 13D Page 2 of 18 Pages

1	NAME OF REPORTING PERSON Fundamental Global Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,714,362
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,714,362

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,714,362*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.3%
14	TYPE OF REPORTING PERSON OO

* Fundamental Global Investors, LLC may also be deemed to be the beneficial owner of 34,620 shares of the Company’s 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”), that are directly held by Fundamental Global Partners Master Fund, LP, which represent approximately 4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.

CUSIP No. 68244P107 13D Page 3 of 18 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 450,656
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 450,656

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 450,656*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON PN

* Fundamental Global Partners Master Fund, LP also directly holds 34,620 shares of the Company’s Preferred Stock, which represent approximately 4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.

CUSIP No. 68244P107 13D Page 4 of 18 Pages

1	NAME OF REPORTING PERSON FGI Global Asset Allocation Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 5,296
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,296

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 5,296
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 68244P107 13D Page 5 of 18 Pages

1	NAME OF REPORTING PERSON FGI Global Asset Allocation Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,532
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,532

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,532
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 68244P107 13D Page 6 of 18 Pages

1	NAME OF REPORTING PERSON Fundamental Activist Fund I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 738,187
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 738,187

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 738,187
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 68244P107 13D Page 7 of 18 Pages

1	NAME OF REPORTING PERSON FGI 1347 Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 477,282
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 477,282

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 477,282
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 68244P107 13D Page 8 of 18 Pages

1	NAME OF REPORTING PERSON Ballantyne Strong, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,038,409
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,038,409

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,038,409
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 68244P107 13D Page 9 of 18 Pages

1	NAME OF REPORTING PERSON D. Kyle Cerminara
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,667
	8	SHARED VOTING POWER 2,714,362
	9	SOLE DISPOSITIVE POWER 4,667
	10	SHARED DISPOSITIVE POWER 2,714,362

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,719,029
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 68244P107 13D Page 10 of 18 Pages

1	NAME OF REPORTING PERSON Lewis M. Johnson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,667
	8	SHARED VOTING POWER 2,714,362
	9	SOLE DISPOSITIVE POWER 4,667
	10	SHARED DISPOSITIVE POWER 2,714,362

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,719,029
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.4%
14	TYPE OF REPORTING PERSON IN

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 5,992,432 shares of Common Stock reported by the Company as outstanding as of November 9, 2018 in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

CUSIP No. 68244P107 13D Page 11 of 18 Pages

This Amendment No. 12 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 12”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on June 18, 2015 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 12 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 12, the Schedule 13D remains unchanged.

Item 2. Identity and Background.

Information regarding the identity and background of each executive officer and director of BTN and BKTI is set forth on Schedule A and Schedule B to this Statement, respectively. Each of the individuals identified on Schedule A and Schedule B to this Statement is a U.S. citizen.

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

On February 25, 2019, the Company announced that it, together with three of its wholly-owned subsidiaries, Maison Insurance Company (“Maison”), Maison Managers Inc. (“MMI”) and ClaimCor, LLC (“ClaimCor”), entered into an Equity Purchase Agreement (the “Agreement”) with FedNat Holding Company, a Florida corporation (“Purchaser”), providing for the sale of all of the issued and outstanding equity of Maison, MMI and ClaimCor to Purchaser, on the terms and subject to the conditions set forth in the Agreement (the “Transaction”).

In connection with the Agreement, on February 25, 2019, Fundamental Global Investors, LLC and FGI International USVI, LLC, as investment managers, the funds managed by Fundamental Global Investors, LLC and FGI International USVI, LLC, and BTN, as stockholders of the Company, entered into Voting Agreements with Purchaser, agreeing, among other things, to vote in favor of the Transaction. Copies of the Voting Agreements are filed as Exhibits 99.1, 99.2 and 99.3 to this Schedule 13D and are incorporated herein by reference.

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein and except as may be proposed by Messrs. Cerminara and Johnson in their capacities as directors of the Company, or by such board of directors with Messrs. Cerminara’s and Johnson’s participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

CUSIP No. 68244P107 13D Page 12 of 18 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Information set forth under Item 4 above is incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 12, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

99.1	Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, Fundamental Global Investors, LLC, as investment manager, and the stockholders listed on the signature page.
99.2	Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, FGI International USVI, LLC, as investment manager, and the stockholder listed on the signature page.
99.3	Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company and Ballantyne Strong, Inc., as a stockholder of the Company.

CUSIP No. 68244P107 13D Page 13 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: February 25, 2019

FUNDAMENTAL GLOBAL INVESTORS, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, Partner and Manager

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,

by FG Partners GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI GLOBAL ASSET ALLOCATION FUND, LTD.

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Director

FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,

by FGI Global Asset Allocation GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL ACTIVIST FUND I, LP,

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

CUSIP No. 68244P107 13D Page 14 of 18 Pages

FGI 1347 HOLDINGS, LP,

by FGI 1347 GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI INTERNATIONAL USVI, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI FUNDS MANAGEMENT, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

JOSEPH H. MOGLIA

/s/ Joseph H. Moglia

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

LEWIS M. JOHNSON

/s/ Lewis M. Johnson

BALLANTYNE STRONG, INC.

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer

BK TECHNOLOGIES, INC.

/s/ William P. Kelly

William P. Kelly

Executive Vice President and Chief Financial Officer

CUSIP No. 68244P107 13D Page 15 of 18 Pages

Schedule A

Identity and Background of Executive Officers of Ballantyne Strong, Inc.:

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	4201 Congress Street, Suite 140 Charlotte, NC 28209	Chief Executive Officer, Co-Founder and Partner Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209
	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Chief Executive Officer and Chairman of the Board of Directors Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154
	131 Plantation Ridge Drive, Suite 100 Mooresville, NC 28117
Mark D. Roberson	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Executive Vice President and Chief Financial Officer Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154
Ray F. Boegner	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	President of Cinema Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154

CUSIP No. 68244P107 13D Page 16 of 18 Pages

Identity and Background of Directors of Ballantyne Strong, Inc.:

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	See above.	See above.
William J. Gerber	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Director Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154
Colonel Jack H. Jacobs	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Professor; Private Investor; Television Analyst; Director Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154
Lewis M. Johnson	c/o CWA Asset Management Group, LLC 9130 Galleria Court, Third Floor Naples, FL 34109	Co-Chief Investment Officer CWA Asset Management Group, LLC 9130 Galleria Court, Third Floor Naples, FL 34109
	c/o Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209	President, Co-Founder and Partner Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209
Charles T. Lanktree	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	President and Chief Executive Officer Eggland’s Best, LLC 2 Ridgedale Avenue, Suite 201 Cedar Knolls, NJ 07927 Eggland’s Best, LLC is a distributor of nationally branded eggs.
Robert J. Roschman	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Investor/Self-Employed Roschman Enterprises 6300 NE 1st Avenue, Suite 300 Fort Lauderdale, FL 33334 Roschman Enterprises is involved in real estate, property management and property development.
Ndamukong Suh	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Professional Athlete; Independent Private Investor; Director Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154

CUSIP No. 68244P107 13D Page 17 of 18 Pages

Schedule B

Identity and Background of Executive Officers of BK Technologies, Inc.

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Timothy A. Vitou	7100 Technology Drive West Melbourne, FL 32904	President BK Technologies, Inc. 7100 Technology Drive West Melbourne, FL 32904
William P. Kelly	7100 Technology Drive West Melbourne, FL 32904	Executive Vice President, Chief Financial Officer and Secretary BK Technologies, Inc. 7100 Technology Drive West Melbourne, FL 32904
Henry R. (Randy) Willis	7100 Technology Drive West Melbourne, FL 32904	Chief Operating Officer BK Technologies, Inc. 7100 Technology Drive West Melbourne, FL 32904
James R. Holthaus	7100 Technology Drive West Melbourne, FL 32904	Chief Technology Officer BK Technologies, Inc. 7100 Technology Drive West Melbourne, FL 32904

Identity and Background of Directors of BK Technologies, Inc.:

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	4201 Congress Street, Suite 140 Charlotte, NC 28209	Chief Executive Officer, Co-Founder and Partner Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209
	11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154	Chief Executive Officer and Chairman of the Board of Directors Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154
	131 Plantation Ridge Drive, Suite 100 Mooresville, NC 28117

CUSIP No. 68244P107 13D Page 18 of 18 Pages

Name	Business Address	Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Michael R. Dill	7100 Technology Drive West Melbourne, FL 32904	Vice President and General Manger GKN Aerospace Engine Systems North America 142 James South McDonnell Boulevard Hazelwood, MO 63042 GKN Aerospace Engine Systems North America, a privately-held company, designs and manufactures innovative smart aerospace systems and components.
Lewis M. Johnson	c/o CWA Asset Management Group, LLC 9130 Galleria Court, Third Floor Naples, FL 34109	Co-Chief Investment Officer CWA Asset Management Group, LLC 9130 Galleria Court, Third Floor Naples, FL 34109
	c/o Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209	President, Co-Founder and Partner Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, NC 28209
Charles T. Lanktree	7100 Technology Drive West Melbourne, FL 32904	President and Chief Executive Officer Eggland’s Best, LLC 2 Ridgedale Avenue, Suite 201 Cedar Knolls, NJ 07927 Eggland’s Best, LLC is a distributor of nationally branded eggs.
General E. Gray Payne	7100 Technology Drive West Melbourne, FL 32904	Chairman of Marine Corps. Association & Foundation 715 Broadway St Quantico, VA 22134
John W. Struble	7100 Technology Drive West Melbourne, FL 32904	Chief Financial Officer IntraPac International Corporation 136 Fairview Road, Suite 320 Mooresville, NC 28117 IntraPac International Corporation is a private equity owned manufacturing company.
Ryan R.K. Turner	7100 Technology Drive West Melbourne, FL 32904	Vice President of Strategic Investments Ballantyne Strong, Inc. 11422 Miracle Hills Drive, Suite 300 Omaha, NE 68154 Ballantyne Strong, Inc. is a publicly-held holding company with diverse business activities focused on serving the cinema, retail, financial, and government markets.

EX-99.1

Exhibit 99.1

VOTING AGREEMENT

THIS VOTING AGREEMENT, dated as of February 25, 2019 (this “Agreement”), is by and among FEDNAT HOLDING COMPANY, a Florida corporation (“FedNat”), Fundamental Global Investors, LLC, a North Carolina limited liability company (the “Investment Manager”) and the stockholder or stockholders listed on the signature page hereof (collectively, the “Stockholder”).

WHEREAS, concurrently herewith, FedNat, 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), Maison Managers, Inc., a Delaware corporation (“MM”), Maison Insurance Company, a Louisiana corporation (“MIC”), and ClaimCor, LLC, a Florida limited liability company (“CC” and, together with MM and MIC, each, a “Company” and, collectively, the “Companies”) are entering into an Equity Purchase Agreement (as it may be amended or modified from time to time, the “Purchase Agreement”) pursuant to which it is contemplated that FedNat will purchase all of the issued and outstanding capital stock and membership interests, as applicable, of the Companies (the “Acquisition”);

WHEREAS, as of the date hereof, the Investment Manager is the investment manager of, and has the right to direct the voting of, an aggregate of 1,670,657 shares of the issued and outstanding common stock of PIH beneficially owned by the Stockholder (such common stock, together with any other capital stock of PIH acquired by the Stockholder after the date hereof, whether acquired directly or indirectly, upon the exercise of options, conversion of convertible securities, a stock dividend or distribution, or a split-up, reverse stock split, recapitalization, combination, reclassification or otherwise, entitled to vote on the approval and adoption of the Purchase Agreement, being collectively referred to herein as the “Shares”);

WHEREAS, obtaining the approval of the Acquisition by the affirmative vote of Persons holding a majority of all issued and outstanding shares of the common stock of PIH is a condition precedent to the consummation of the Acquisition; and

WHEREAS, as an inducement to FedNat to enter into the Purchase Agreement and incur the obligations therein, FedNat has required that the Investment Manager and the Stockholder enter into this Agreement.

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

1.Recitals; Definitions. The recitals set forth above are true and correct, and incorporated into this Agreement by this reference. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings given to those terms in the Purchase Agreement.

2.Agreement to Vote; Restrictions on Voting and Dispositions.

(a)Agreement to Vote. The Investment Manager hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Time (as defined in Section 5), at any meeting (whether annual or special and each adjourned or postponed meeting) of PIH’s stockholders, however called, or in connection with any written consent of PIH’s stockholders, the Investment Manager will cause the Shares to be represented at such meeting (or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum), and vote or cause to be voted (including by written consent, if applicable) all of the Shares, both: (i) in favor of the approval and adoption of the Purchase Agreement and the Acquisition, including any proposal to adjourn or postpone such meeting of PIH’s stockholders (that is not opposed by FedNat) to a later date if there are not sufficient votes to approve and adopt the Purchase Agreement and the Acquisition on the date on which such meeting is held; (ii) against any Acquisition Proposal, that, if accepted and ratified by the Board of Directors of PIH, would constitute a breach of PIH’s obligations under Section 5.03 of the Purchase Agreement; and (iii) against any other action or agreement that results, or could reasonably be expected to result, in a material breach of any covenant, agreement, representation or warranty or other obligation of PIH set forth in the Purchase Agreement or any other agreement entered into by PIH, the Companies, or any of their respective affiliates in connection with the Transactions, or prevent, materially impair or materially delay the consummation of the Acquisition (except in the manner permitted by the Purchase Agreement).

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(b)Restrictions on Transfers. The Investment Manager and the Stockholder each hereby agrees that, from the date hereof until the Expiration Time, neither the Investment Manager nor the Stockholder shall, directly or indirectly, sell (including short sales), transfer, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of, enter into a “put equivalent position” (as defined by Rule 16a-1(h) under the Exchange Act) or otherwise transfer or dispose of (including by operation of law) any Shares (collectively, “Transfer”), or enter into any agreement, arrangement or undertaking with respect to any Transfer of any Shares, other than to any affiliate; provided that as a condition to such Transfer with an affiliate, such affiliate shall agree in a signed writing reasonably acceptable to FedNat to be bound by and comply with all of the provisions of this Agreement. Any Transfer in violation of this Agreement shall be void.

3.Transfer of Voting Rights; Inconsistent Agreements. The Investment Manager and the Stockholder hereby agree that, prior to the Expiration Time, neither the Investment Manager nor the Stockholder shall, whether by grant of proxy or power of attorney, by deposit of any of the Shares into a voting trust or similar arrangement, by agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise, grant, delegate or otherwise assign any of the Stockholder’s voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Stockholder’s obligations under this Agreement.

4.Representations, Warranties and Covenants of the Investment Manager and the Stockholder.

(a)Representations and Warranties. The Investment Manager and the Stockholder each represent and warrant to FedNat as follows:

(i)Capacity. Each of the Investment Manager and the Stockholder has all requisite capacity, power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, a Governmental Entity is necessary on the part of the Investment Manager or the Stockholder for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions and agreements contemplated hereby.

(ii)Due Authorization. This Agreement has been duly executed and delivered by the Investment Manager and the Stockholder and the execution, delivery and performance of this Agreement by the Investment Manager and the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Investment Manager and the Stockholder.

(iii)Binding Agreement. Assuming the due authorization, execution and delivery of this Agreement by FedNat, this Agreement constitutes the valid and binding agreement of the Investment Manager and the Stockholder, enforceable against the Investment Manager and the Stockholder in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(iv)Non-Contravention. Except as contemplated by this Agreement, neither the Investment Manager nor the Stockholder is a party to any grant of proxy or power of attorney, has not deposited any of the Shares into a voting trust or similar arrangement, has not entered into any agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise granted, delegated or otherwise assigned any of its voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Investment Manager and the Stockholder’s obligations under this Agreement. Neither the execution and delivery of this Agreement by the Investment Manager and the Stockholder nor the consummation by the Investment Manager and the Stockholder of the transactions and agreements contemplated hereby or compliance by the Investment Manager and the Stockholder with any of the provisions hereof shall (X) conflict with or violate any provision of the organizational documents of the Investment Manager or the Stockholder; (Y) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Investment Manager or the Stockholder pursuant to any Contract to which the Investment Manager or the Stockholder is a party or by which the Investment Manager or the Stockholder or any property or asset of the Investment Manager or the Stockholder is bound or affected; or (Z) violate any Law or judgment, order, injunction, ruling or decree of any Governmental Entity applicable to the Investment Manager or the Stockholder or any of the Investment Manager or the Stockholder’s properties or assets.

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(v)Ownership of Shares. Except for restrictions in favor of FedNat pursuant to this Agreement, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, the Stockholder is the beneficial owner of all of the Shares, in each case free and clear of Liens, and each of the Investment Manager and the Stockholder has the power to vote or direct the vote with respect to the Shares. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shares and the Stockholder has not assigned any rights associated with any Shares to any Person.

(vi)Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Investment Manager or the Stockholder, threatened, against or affecting the Investment Manager or the Stockholder before or by any Governmental Entity, except as is not expected, and would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Investment Manager or the Stockholder to perform the Investment Manager or the Stockholder’s obligations hereunder in any respect.

(vii)Reliance. Each of the Investment Manager and the Stockholder understands and acknowledges that FedNat is entering into the Purchase Agreement in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants, and agreements of the Investment Manager and the Stockholder contained herein.

(viii)Investment Manager. The Investment Manager serves as the investment manager of the Stockholder and has the authority to execute this Agreement on behalf of the Stockholder and to direct the voting of the Shares.

(b)Covenants. The Stockholder hereby further covenants and agrees as follows:

(i)The Stockholder hereby authorizes FedNat to publish and disclose in any announcement or disclosure in connection with the Transactions, including, without limitation, any registration statement filed with the SEC in connection with the Transactions and any other applicable filings under the Exchange Act or the Securities Act, the Stockholder’s identity and ownership of the Shares and the nature of the Stockholder’s obligations under this Agreement.

(ii)The Stockholder hereby waives and agrees not to exercise any appraisal or dissenter’s rights that may arise with respect to the Shares in connection with the Acquisition.

(iii)The Stockholder covenants and agrees, until the Expiration Time, to promptly notify FedNat of: (A) any fact, event, or circumstance that would constitute a breach of any of the representations, warranties, covenants, or other agreements of Stockholder in this Agreement; and (B) the receipt by the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement.

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5.Termination. Other than Section 5 and Section 6, all of which shall survive any termination of this Agreement, this Agreement and all obligations of the Stockholder hereunder will automatically terminate and cease to be of any further force and effect upon the earlier to occur of: (a) the Closing; and (b) the termination of the Purchase Agreement in accordance with its terms (such earlier time, the “Expiration Time”). Notwithstanding the foregoing provisions of this Section 5, nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

6.Miscellaneous.

(a)Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b)Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) if personally delivered, on the date of delivery; (ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service; (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the date of such deposit; or (iv) if delivered by email transmission, on the date of such transmission, provided, that confirmation of such transmission is received within one (1) Business Day. All notices, demands and other communications hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to FedNat, to:

FedNat Holding Company
14050 NW 14th Street, Suite 180
Sunrise, FL 33323
Attention: Michael H. Braun, CEO and President
E-Mail: mbraun@fednat.com

with a copy (which shall not constitute notice) to:

Nelson Mullins Broad and Cassel

2 S. Biscayne Boulevard, Suite 2100

Miami, FL 33131

Attention: Nina S. Gordon, Esq.

E-Mail: nina.gordon@nelsonmullins.com

If to the Stockholder, to:

c/o 1347 Property Insurance Holdings, Inc.
1511 N. Westshore Blvd., Suite 870
Tampa, FL 33607
Attention: D. Kyle Cerminara
E-Mail: kyle@fundamentalglobal.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, OH 44114
Attention: Derek D. Bork, Esq.
email: derek.bork@thompsonhine.com

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If to the Investment Manager, to:

c/o 1347 Property Insurance Holdings, Inc.
1511 N. Westshore Blvd., Suite 870
Tampa, FL 33607
Attention: D. Kyle Cerminara
E-Mail: kyle@fundamentalglobal.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, OH 44114
Attention: Derek D. Bork, Esq.
email: derek.bork@thompsonhine.com

(c)Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by FedNat and the Stockholder.

(d)Successors and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation any corporate successor by merger or otherwise.

(e)Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

(f)No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

(g)Further Assurances; Ownership. From time to time prior to the Expiration Time at the request of FedNat, and without further consideration, the Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to carry out and fully effectuate the actions required by it under this Agreement.

(h)No Group. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any Person, including FedNat, for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law or of conferring upon FedNat beneficial ownership of any Shares.

(i)Entire Agreement. This Agreement and the Purchase Agreement collectively embody the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Purchase Agreement by all of the parties thereto.

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(j)Capacity as Stockholder. This Agreement shall apply to the Stockholder solely in its capacity as a stockholder of PIH, and it shall not apply in any manner to the Stockholder or any of its Affiliates in any capacity as a director, officer or employee of PIH or any of the Companies or in any other capacity, and shall not limit or affect any actions taken by the Stockholder in any such other capacity.

(k)Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is determined by a court of competent jurisdiction to be invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

(l)Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that prior to the valid termination of this Agreement in accordance with Section 5, the parties hereto shall be entitled, in addition to any other remedy to which they are entitled under this Agreement, to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts (as defined below). Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6(l) shall not be required to provide any bond or other security in connection with any such order or injunction.

(m)No Waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights or any of its rights with respect to any other matter relating to this Agreement.

(n)Governing Law. This Agreement and all Actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

(o)Submission to Jurisdiction. Each party hereto agrees that it shall bring any Action between the parties arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the United States District Court for the District of Delaware or another court sitting in the State of Delaware (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 6(b).

(p)Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(P).

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(q)Construction. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” Terms defined in the text of this Agreement as having a particular meaning have such meaning throughout this Agreement, except as otherwise indicated in this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute or Contract defined or referred to herein or in any agreement, instrument, exhibit or schedule that is referred to or defined herein means such statute or Contract as from time to time amended, modified or supplemented, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(r)Name, Captions, Gender. Section headings of this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(s)Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment or consent hereto or thereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

[Remainder of Page Intentionally Blank. Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

FEDNAT:
FEDNAT HOLDING COMPANY, a Florida corporation
By:	/s/ Michael Braun
Name:	Michael Braun
Title:	CEO
INVESTMENT MANAGER:
FUNDAMENTAL GLOBAL INVESTORS, LLC, a North Carolina limited liability company
By:	/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	CEO, Partner and Manager

[Remainder of Page Intentionally Blank. Signatures Continue on Following Page.]

SIGNATURE PAGE TO VOTING AGREEMENT

STOCKHOLDER:
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP, a Cayman Islands exempted limited partnership
By:	FG Partners GP, LLC, its General Partner
Name:	D. Kyle Cerminara
Title:	Manager
	/s/ D. Kyle Cerminara
FGI GLOBAL ASSET ALLOCATION MASTER FUND, L.P., a Cayman Islands exempted limited partnership
By:	FGI Global Asset Allocation GP, LLC, its General Partner
Name:	D. Kyle Cerminara
Title:	Manager
	/s/ D. Kyle Cerminara
FUNDAMENTAL ACTIVIST FUND I, L.P., a Delaware limited partnership
By:	Fundamental Activist Fund I GP, LLC, its General Partner
Name:	D. Kyle Cerminara
Title:	Manager
	/s/ D. Kyle Cerminara
FGI 1347 HOLDINGS, LP, a Delaware limited partnership
By:	FGI 1347 GP, LLC, its General Partner
Name:	D. Kyle Cerminara
Title:	Manager
	/s/ D. Kyle Cerminara

[End of Agreement.]

SIGNATURE PAGE TO VOTING AGREEMENT

EX-99.2

Exhibit 99.2

VOTING AGREEMENT

THIS VOTING AGREEMENT, dated as of February 25, 2019 (this “Agreement”), is by and among FEDNAT HOLDING COMPANY, a Florida corporation (“FedNat”), FGI International USVI, LLC (the “Investment Manager”) and the stockholder listed on the signature page hereof (the “Stockholder”).

WHEREAS, concurrently herewith, FedNat, 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), Maison Managers, Inc., a Delaware corporation (“MM”), Maison Insurance Company, a Louisiana corporation (“MIC”), and ClaimCor, LLC, a Florida limited liability company (“CC” and, together with MM and MIC, each, a “Company” and, collectively, the “Companies”) are entering into an Equity Purchase Agreement (as it may be amended or modified from time to time, the “Purchase Agreement”) pursuant to which it is contemplated that FedNat will purchase all of the issued and outstanding capital stock and membership interests, as applicable, of the Companies (the “Acquisition”);

WHEREAS, as of the date hereof, the Investment Manager is the investment manager of, and has the right to direct the voting of, 5,296 shares of the issued and outstanding common stock of PIH beneficially owned by the Stockholder (such common stock, together with any other capital stock of PIH acquired by the Stockholder after the date hereof, whether acquired directly or indirectly, upon the exercise of options, conversion of convertible securities, a stock dividend or distribution, or a split-up, reverse stock split, recapitalization, combination, reclassification or otherwise, entitled to vote on the approval and adoption of the Purchase Agreement, being collectively referred to herein as the “Shares”);

WHEREAS, obtaining the approval of the Acquisition by the affirmative vote of Persons holding a majority of all issued and outstanding shares of the common stock of PIH is a condition precedent to the consummation of the Acquisition; and

WHEREAS, as an inducement to FedNat to enter into the Purchase Agreement and incur the obligations therein, FedNat has required that the Investment Manager and the Stockholder enter into this Agreement.

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

1.Recitals; Definitions. The recitals set forth above are true and correct, and incorporated into this Agreement by this reference. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings given to those terms in the Purchase Agreement.

2.Agreement to Vote; Restrictions on Voting and Dispositions.

(a)Agreement to Vote. The Investment Manager hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Time (as defined in Section 5), at any meeting (whether annual or special and each adjourned or postponed meeting) of PIH’s stockholders, however called, or in connection with any written consent of PIH’s stockholders, the Investment Manager will cause the Shares to be represented at such meeting (or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum), and vote or cause to be voted (including by written consent, if applicable) all of the Shares, both: (i) in favor of the approval and adoption of the Purchase Agreement and the Acquisition, including any proposal to adjourn or postpone such meeting of PIH’s stockholders (that is not opposed by FedNat) to a later date if there are not sufficient votes to approve and adopt the Purchase Agreement and the Acquisition on the date on which such meeting is held; (ii) against any Acquisition Proposal, that, if accepted and ratified by the Board of Directors of PIH, would constitute a breach of PIH’s obligations under Section 5.03 of the Purchase Agreement; and (iii) against any other action or agreement that results, or could reasonably be expected to result, in a material breach of any covenant, agreement, representation or warranty or other obligation of PIH set forth in the Purchase Agreement or any other agreement entered into by PIH, the Companies, or any of their respective affiliates in connection with the Transactions, or prevent, materially impair or materially delay the consummation of the Acquisition (except in the manner permitted by the Purchase Agreement).

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(b)Restrictions on Transfers. The Investment Manager and the Stockholder each hereby agrees that, from the date hereof until the Expiration Time, neither the Investment Manager nor the Stockholder shall, directly or indirectly, sell (including short sales), transfer, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of, enter into a “put equivalent position” (as defined by Rule 16a-1(h) under the Exchange Act) or otherwise transfer or dispose of (including by operation of law) any Shares (collectively, “Transfer”), or enter into any agreement, arrangement or undertaking with respect to any Transfer of any Shares, other than to any affiliate; provided that as a condition to such Transfer with an affiliate, such affiliate shall agree in a signed writing reasonably acceptable to FedNat to be bound by and comply with all of the provisions of this Agreement. Any Transfer in violation of this Agreement shall be void.

3.Transfer of Voting Rights; Inconsistent Agreements. The Investment Manager and the Stockholder hereby agree that, prior to the Expiration Time, neither the Investment Manager nor the Stockholder shall, whether by grant of proxy or power of attorney, by deposit of any of the Shares into a voting trust or similar arrangement, by agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise, grant, delegate or otherwise assign any of the Stockholder’s voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Stockholder’s obligations under this Agreement.

4.Representations, Warranties and Covenants of the Investment Manager and the Stockholder.

(a)Representations and Warranties. The Investment Manager and the Stockholder each represent and warrant to FedNat as follows:

(i)Capacity. Each of the Investment Manager and the Stockholder has all requisite capacity, power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, a Governmental Entity is necessary on the part of the Investment Manager or the Stockholder for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions and agreements contemplated hereby.

(ii)Due Authorization. This Agreement has been duly executed and delivered by the Investment Manager and the Stockholder and the execution, delivery and performance of this Agreement by the Investment Manager and the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Investment Manager and the Stockholder.

(iii)Binding Agreement. Assuming the due authorization, execution and delivery of this Agreement by FedNat, this Agreement constitutes the valid and binding agreement of the Investment Manager and the Stockholder, enforceable against the Investment Manager and the Stockholder in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(iv)Non-Contravention. Except as contemplated by this Agreement, neither the Investment Manager nor the Stockholder is a party to any grant of proxy or power of attorney, has not deposited any of the Shares into a voting trust or similar arrangement, has not entered into any agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise granted, delegated or otherwise assigned any of its voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Investment Manager and the Stockholder’s obligations under this Agreement. Neither the execution and delivery of this Agreement by the Investment Manager and the Stockholder nor the consummation by the Investment Manager and the Stockholder of the transactions and agreements contemplated hereby or compliance by the Investment Manager and the Stockholder with any of the provisions hereof shall (X) conflict with or violate any provision of the organizational documents of the Investment Manager or the Stockholder; (Y) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Investment Manager or the Stockholder pursuant to any Contract to which the Investment Manager or the Stockholder is a party or by which the Investment Manager or the Stockholder or any property or asset of the Investment Manager or the Stockholder is bound or affected; or (Z) violate any Law or judgment, order, injunction, ruling or decree of any Governmental Entity applicable to the Investment Manager or the Stockholder or any of the Investment Manager or the Stockholder’s properties or assets.

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(v)Ownership of Shares. Except for restrictions in favor of FedNat pursuant to this Agreement, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, the Stockholder is the beneficial owner of all of the Shares, in each case free and clear of Liens, and each of the Investment Manager and the Stockholder has the power to vote or direct the vote with respect to the Shares. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shares and the Stockholder has not assigned any rights associated with any Shares to any Person.

(vi)Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Investment Manager or the Stockholder, threatened, against or affecting the Investment Manager or the Stockholder before or by any Governmental Entity, except as is not expected, and would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Investment Manager or the Stockholder to perform the Investment Manager or the Stockholder’s obligations hereunder in any respect.

(vii)Reliance. Each of the Investment Manager and the Stockholder understands and acknowledges that FedNat is entering into the Purchase Agreement in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants, and agreements of the Investment Manager and the Stockholder contained herein.

(viii)Investment Manager. The Investment Manager serves as the investment manager of the Stockholder and has the authority to execute this Agreement on behalf of the Stockholder and to direct the voting of the Shares.

(b)Covenants. The Stockholder hereby further covenants and agrees as follows:

(i)The Stockholder hereby authorizes FedNat to publish and disclose in any announcement or disclosure in connection with the Transactions, including, without limitation, any registration statement filed with the SEC in connection with the Transactions and any other applicable filings under the Exchange Act or the Securities Act, the Stockholder’s identity and ownership of the Shares and the nature of the Stockholder’s obligations under this Agreement.

(ii)The Stockholder hereby waives and agrees not to exercise any appraisal or dissenter’s rights that may arise with respect to the Shares in connection with the Acquisition.

(iii)The Stockholder covenants and agrees, until the Expiration Time, to promptly notify FedNat of: (A) any fact, event, or circumstance that would constitute a breach of any of the representations, warranties, covenants, or other agreements of Stockholder in this Agreement; and (B) the receipt by the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement.

5.Termination. Other than Section 5 and Section 6, all of which shall survive any termination of this Agreement, this Agreement and all obligations of the Stockholder hereunder will automatically terminate and cease to be of any further force and effect upon the earlier to occur of: (a) the Closing; and (b) the termination of the Purchase Agreement in accordance with its terms (such earlier time, the “Expiration Time”). Notwithstanding the foregoing provisions of this Section 5, nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

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6.Miscellaneous.

(a)Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b)Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) if personally delivered, on the date of delivery; (ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service; (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the date of such deposit; or (iv) if delivered by email transmission, on the date of such transmission, provided, that confirmation of such transmission is received within one (1) Business Day. All notices, demands and other communications hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to FedNat, to:

FedNat Holding Company

14050 NW 14th Street, Suite 180

Sunrise, FL 33323

Attention: Michael H. Braun, CEO and President

E-Mail: mbraun@fednat.com

with a copy (which shall not constitute notice) to:

Nelson Mullins Broad and Cassel

2 S. Biscayne Boulevard, Suite 2100

Miami, FL 33131

Attention: Nina S. Gordon, Esq.

E-Mail: nina.gordon@nelsonmullins.com

If to the Stockholder, to:

c/o 1347 Property Insurance Holdings, Inc.

1511 N. Westshore Blvd., Suite 870

Tampa, FL 33607

Attention: D. Kyle Cerminara

E-Mail: kyle@fundamentalglobal.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, OH 44114

Attention: Derek D. Bork, Esq.

email: derek.bork@thompsonhine.com

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If to the Investment Manager, to:

c/o 1347 Property Insurance Holdings, Inc.

1511 N. Westshore Blvd., Suite 870

Tampa, FL 33607

Attention: D. Kyle Cerminara

E-Mail: kyle@fundamentalglobal.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, OH 44114

Attention: Derek D. Bork, Esq.

email: derek.bork@thompsonhine.com

(c)Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by FedNat and the Stockholder.

(d)Successors and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation any corporate successor by merger or otherwise.

(e)Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

(f)No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

(g)Further Assurances; Ownership. From time to time prior to the Expiration Time at the request of FedNat, and without further consideration, the Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to carry out and fully effectuate the actions required by it under this Agreement.

(h)No Group. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any Person, including FedNat, for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law or of conferring upon FedNat beneficial ownership of any Shares.

(i)Entire Agreement. This Agreement and the Purchase Agreement collectively embody the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Purchase Agreement by all of the parties thereto.

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(j)Capacity as Stockholder. This Agreement shall apply to the Stockholder solely in its capacity as a stockholder of PIH, and it shall not apply in any manner to the Stockholder or any of its Affiliates in any capacity as a director, officer or employee of PIH or any of the Companies or in any other capacity, and shall not limit or affect any actions taken by the Stockholder in any such other capacity.

(k)Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is determined by a court of competent jurisdiction to be invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

(l)Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that prior to the valid termination of this Agreement in accordance with Section 5, the parties hereto shall be entitled, in addition to any other remedy to which they are entitled under this Agreement, to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts (as defined below). Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6(l) shall not be required to provide any bond or other security in connection with any such order or injunction.

(m)No Waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights or any of its rights with respect to any other matter relating to this Agreement.

(n)Governing Law. This Agreement and all Actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

(o)Submission to Jurisdiction. Each party hereto agrees that it shall bring any Action between the parties arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the United States District Court for the District of Delaware or another court sitting in the State of Delaware (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 6(b).

(p)Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(P).

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(q)Construction. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” Terms defined in the text of this Agreement as having a particular meaning have such meaning throughout this Agreement, except as otherwise indicated in this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute or Contract defined or referred to herein or in any agreement, instrument, exhibit or schedule that is referred to or defined herein means such statute or Contract as from time to time amended, modified or supplemented, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(r)Name, Captions, Gender. Section headings of this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(s)Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment or consent hereto or thereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

[Remainder of Page Intentionally Blank. Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

FEDNAT:
FEDNAT HOLDING COMPANY, a Florida corporation
By:	/s/ Michael Braun
Name:	Michael Braun
Title:	CEO
INVESTMENT MANAGER:
FGI INTERNATIONAL USVI, LLC, a U.S. Virgin Islands limited liability company
By:	/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Manager
STOCKHOLDER:
FGI GLOBAL ASSET ALLOCATION FUND, LTD., a Cayman Islands exempted company
By:	/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Director

[End of Agreement.]

SIGNATURE PAGE TO VOTING AGREEMENT

EX-99.3

Exhibit 99.3

VOTING AGREEMENT

THIS VOTING AGREEMENT, dated as of February 25, 2019 (this “Agreement”), is by and among FEDNAT HOLDING COMPANY, a Florida corporation (“FedNat”) and Ballantyne Strong, Inc., a Delaware corporation (the “Stockholder”).

WHEREAS, concurrently herewith, FedNat, 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), Maison Managers, Inc., a Delaware corporation (“MM”), Maison Insurance Company, a Louisiana corporation (“MIC”), and ClaimCor, LLC, a Florida limited liability company (“CC” and, together with MM and MIC, each, a “Company” and, collectively, the “Companies”) are entering into an Equity Purchase Agreement (as it may be amended or modified from time to time, the “Purchase Agreement”) pursuant to which it is contemplated that FedNat will purchase all of the issued and outstanding capital stock and membership interests, as applicable, of the Companies (the “Acquisition”);

WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner of, and has the right to direct the vote and dispose of, 1,038,409 shares of the issued and outstanding common stock of PIH beneficially owned by the Stockholder (such common stock, together with any other capital stock of PIH acquired by the Stockholder after the date hereof, whether acquired directly or indirectly, upon the exercise of options, conversion of convertible securities, a stock dividend or distribution, or a split-up, reverse stock split, recapitalization, combination, reclassification or otherwise, entitled to vote on the approval and adoption of the Purchase Agreement, being collectively referred to herein as the “Shares”);

WHEREAS, obtaining the approval of the Acquisition by the affirmative vote of Persons holding a majority of all issued and outstanding shares of the common stock of PIH is a condition precedent to the consummation of the Acquisition; and

WHEREAS, as an inducement to FedNat to enter into the Purchase Agreement and incur the obligations therein, FedNat has required that the Stockholder enter into this Agreement.

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

1.Recitals; Definitions. The recitals set forth above are true and correct, and incorporated into this Agreement by this reference. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings given to those terms in the Purchase Agreement.

2.Agreement to Vote; Restrictions on Voting and Dispositions.

(a)Agreement to Vote. The Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Time (as defined in Section 5), at any meeting (whether annual or special and each adjourned or postponed meeting) of PIH’s stockholders, however called, or in connection with any written consent of PIH’s stockholders, the Stockholder will cause the Shares to be represented at such meeting (or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum), and vote or cause to be voted (including by written consent, if applicable) all of the Shares, both: (i) in favor of the approval and adoption of the Purchase Agreement and the Acquisition, including any proposal to adjourn or postpone such meeting of PIH’s stockholders (that is not opposed by FedNat) to a later date if there are not sufficient votes to approve and adopt the Purchase Agreement and the Acquisition on the date on which such meeting is held; (ii) against any Acquisition Proposal, that, if accepted and ratified by the Board of Directors of PIH, would constitute a breach of PIH’s obligations under Section 5.03 of the Purchase Agreement; and (iii) against any other action or agreement that results, or could reasonably be expected to result, in a material breach of any covenant, agreement, representation or warranty or other obligation of PIH set forth in the Purchase Agreement or any other agreement entered into by PIH, the Companies, or any of their respective affiliates in connection with the Transactions, or prevent, materially impair or materially delay the consummation of the Acquisition (except in the manner permitted by the Purchase Agreement).

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(b)Restrictions on Transfers. The Stockholder hereby agrees that, from the date hereof until the Expiration Time, the Stockholder shall not, directly or indirectly, sell (including short sales), transfer, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of, enter into a “put equivalent position” (as defined by Rule 16a-1(h) under the Exchange Act) or otherwise transfer or dispose of (including by operation of law) any Shares (collectively, “Transfer”), or enter into any agreement, arrangement or undertaking with respect to any Transfer of any Shares, other than to any affiliate; provided that as a condition to such Transfer with an affiliate, such affiliate shall agree in a signed writing reasonably acceptable to FedNat to be bound by and comply with all of the provisions of this Agreement. Any Transfer in violation of this Agreement shall be void.

3.Transfer of Voting Rights; Inconsistent Agreements. The Stockholder hereby agrees that, prior to the Expiration Time, the Stockholder shall not, whether by grant of proxy or power of attorney, by deposit of any of the Shares into a voting trust or similar arrangement, by agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise, grant, delegate or otherwise assign any of the Stockholder’s voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Stockholder’s obligations under this Agreement.

4.Representations, Warranties and Covenants of the Stockholder.

(a)Representations and Warranties. The Stockholder represents and warrants to FedNat as follows:

(i)Capacity. The Stockholder has all requisite capacity, power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, a Governmental Entity is necessary on the part of the Stockholder for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions and agreements contemplated hereby.

(ii)Due Authorization. This Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder.

(iii)Binding Agreement. Assuming the due authorization, execution and delivery of this Agreement by FedNat, this Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(iv)Non-Contravention. Except as contemplated by this Agreement, the Stockholder is not a party to any grant of proxy or power of attorney, has not deposited any of the Shares into a voting trust or similar arrangement, has not entered into any agreement, contract, or other arrangement with any Person (including, without limitation, any voting agreement or similar arrangement), or otherwise granted, delegated or otherwise assigned any of its voting power as a stockholder of PIH, whether directly or indirectly, in any manner that is inconsistent with the Stockholder’s obligations under this Agreement. Neither the execution and delivery of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions and agreements contemplated hereby or compliance by the Stockholder with any of the provisions hereof shall (X) conflict with or violate any provision of the organizational documents of the Stockholder; (Y) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Stockholder pursuant to any Contract to which the Stockholder is a party or by which the Stockholder or any property or asset of the Stockholder is bound or affected; or (Z) violate any Law or judgment, order, injunction, ruling or decree of any Governmental Entity applicable to the Stockholder or any of the Stockholder’s properties or assets.

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(v)Ownership of Shares. Except for restrictions in favor of FedNat pursuant to this Agreement, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, the Stockholder is the beneficial owner of all of the Shares, in each case free and clear of Liens, and the Stockholder has the power to vote or direct the vote with respect to the Shares. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shares and the Stockholder has not assigned any rights associated with any Shares to any Person.

(vi)Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Stockholder, threatened, against or affecting the Stockholder before or by any Governmental Entity, except as is not expected, and would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder in any respect.

(vii)Reliance. The Stockholder understands and acknowledges that FedNat is entering into the Purchase Agreement in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants, and agreements of the Stockholder contained herein.

(b)Covenants. The Stockholder hereby further covenants and agrees as follows:

(i)The Stockholder hereby authorizes FedNat to publish and disclose in any announcement or disclosure in connection with the Transactions, including, without limitation, any registration statement filed with the SEC in connection with the Transactions and any other applicable filings under the Exchange Act or the Securities Act, the Stockholder’s identity and ownership of the Shares and the nature of the Stockholder’s obligations under this Agreement.

(ii)The Stockholder hereby waives and agrees not to exercise any appraisal or dissenter’s rights that may arise with respect to the Shares in connection with the Acquisition.

(iii)The Stockholder covenants and agrees, until the Expiration Time, to promptly notify FedNat of: (A) any fact, event, or circumstance that would constitute a breach of any of the representations, warranties, covenants, or other agreements of Stockholder in this Agreement; and (B) the receipt by the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement.

5.Termination. Other than Section 5 and Section 6, all of which shall survive any termination of this Agreement, this Agreement and all obligations of the Stockholder hereunder will automatically terminate and cease to be of any further force and effect upon the earlier to occur of: (a) the Closing; and (b) the termination of the Purchase Agreement in accordance with its terms (such earlier time, the “Expiration Time”). Notwithstanding the foregoing provisions of this Section 5, nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

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6.Miscellaneous.

(a)Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b)Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) if personally delivered, on the date of delivery; (ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service; (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the date of such deposit; or (iv) if delivered by email transmission, on the date of such transmission, provided, that confirmation of such transmission is received within one (1) Business Day. All notices, demands and other communications hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to FedNat, to:

FedNat Holding Company

14050 NW 14th Street, Suite 180

Sunrise, FL 33323

Attention: Michael H. Braun, CEO and President

E-Mail: mbraun@fednat.com

with a copy (which shall not constitute notice) to:

Nelson Mullins Broad and Cassel

2 S. Biscayne Boulevard, Suite 2100

Miami, FL 33131

Attention: Nina S. Gordon, Esq.

E-Mail: nina.gordon@nelsonmullins.com

If to the Stockholder, to:

c/o 1347 Property Insurance Holdings, Inc.

1511 N. Westshore Blvd., Suite 870

Tampa, FL 33607

Attention: D. Kyle Cerminara

E-Mail: kyle@fundamentalglobal.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, OH 44114

Attention: Derek D. Bork, Esq.

email: derek.bork@thompsonhine.com

(c)Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by FedNat and the Stockholder.

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(d)Successors and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation any corporate successor by merger or otherwise.

(e)Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

(f)No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

(g)Further Assurances; Ownership. From time to time prior to the Expiration Time at the request of FedNat, and without further consideration, the Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to carry out and fully effectuate the actions required by it under this Agreement.

(h)No Group. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any Person, including FedNat, for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law or of conferring upon FedNat beneficial ownership of any Shares.

(i)Entire Agreement. This Agreement and the Purchase Agreement collectively embody the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Purchase Agreement by all of the parties thereto.

(j)Capacity as Stockholder. This Agreement shall apply to the Stockholder solely in its capacity as a stockholder of PIH, and it shall not apply in any manner to the Stockholder or any of its Affiliates in any capacity as a director, officer or employee of PIH or any of the Companies or in any other capacity, and shall not limit or affect any actions taken by the Stockholder in any such other capacity.

(k)Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is determined by a court of competent jurisdiction to be invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

(l)Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that prior to the valid termination of this Agreement in accordance with Section 5, the parties hereto shall be entitled, in addition to any other remedy to which they are entitled under this Agreement, to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts (as defined below). Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6(l) shall not be required to provide any bond or other security in connection with any such order or injunction.

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(m)No Waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights or any of its rights with respect to any other matter relating to this Agreement.

(n)Governing Law. This Agreement and all Actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

(o)Submission to Jurisdiction. Each party hereto agrees that it shall bring any Action between the parties arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the United States District Court for the District of Delaware or another court sitting in the State of Delaware (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 6(b).

(p)Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(P).

(q)Construction. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” Terms defined in the text of this Agreement as having a particular meaning have such meaning throughout this Agreement, except as otherwise indicated in this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute or Contract defined or referred to herein or in any agreement, instrument, exhibit or schedule that is referred to or defined herein means such statute or Contract as from time to time amended, modified or supplemented, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

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(r)Name, Captions, Gender. Section headings of this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(s)Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment or consent hereto or thereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

[Remainder of Page Intentionally Blank. Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

FEDNAT:
FEDNAT HOLDING COMPANY, a Florida corporation
By:	/s/ Michael Braun
Name:	Michael Braun
Title:	CEO
STOCKHOLDER:
BALLANTYNE STRONG, INC., a Delaware corporation
By:	/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Chief Executive Officer

[End of Agreement.]

SIGNATURE PAGE TO VOTING AGREEMENT