0001193125-14-059295 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 20th, 2014 • National General Holdings Corp. • Fire, marine & casualty insurance • New York

This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of February 11, 2014, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 11,800,000 shares of Common Stock (plus an additional 1,770,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

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