exhibit102consentagreeme






                    Consent Agreement              The  Louisiana  Department  of  Insurance  (hereinafter  “LDI”),  FedNat  Holding  Company  (hereinafter  “FedNat”)  and  Maison  Insurance  Company  (hereinafter  “Maison”) enter into the following stipulation of facts and agreement to wit:              FedNat has made application to the LDI to acquire control (as defined in La. R.S.  22:691.2) of Maison.   The  LDI  shall  agree  to  approve  the  acquisition  of  control  of  Maison  by  FedNat  conditioned upon the following agreements and understandings:       1)   For  a  period  of  six  months  from  the  date  of  the  Ruling  of  the      Commissioner  of  Insurance  of  Louisiana  (hereinafter  “Commissioner”)      approving the acquisition, FedNat shall notify the LDI of any new officers or      directors of FedNat and shall submit to the LDI the biographical information      for those individuals as if they had served as directors of FedNat at the time      of the filing of this application to acquire control of Maison. This filing shall      include  completed  biographical  affidavits,  third  party  verification  reports      prepared by a vendor on the list of such vendors approved by the National      Association  of  Insurance  Commissioners  (“NAIC”)  and  submission  of      fingerprints in compliance with the LDI instructions.                 2)   FedNat  agrees  that  the  Commissioner  may  rescind  approval  of  this      acquisition  should  he,  based  on  review  of  the  required  biographical      information, find that grounds exist pursuant to La. R.S. 22:691.4 to have      denied the application.                              Page 1 of 5  





 






3)   The  Commissioner  agrees  that  prior  to  rescinding  approval  of  this  acquisition pursuant to the conditions above he shall provide thirty (30) days  written notice to FedNat and provide FedNat with an opportunity to remedy  the grounds for rescission.             4)   FedNat  agrees  that  for  a  period  of  two  years  from  the  date  of  the  Commissioner’s  Ruling  approving  the  acquisition,  FedNat  shall  provide  copies  of  the  minutes  of  the  meetings  of  the  Board  of  Directors  and  any  committees, sub-committees and advisory boards or committees to the LDI  within  five  days  of  the  adoption/approval  of  those  minutes.  The  Commissioner agrees that FedNat shall be entitled to file all such materials  pursuant to La. R.S. 44:3.2, La. R.S. 691.8, La. R.S. 691.10, and/or any other  applicable exemption from the Louisiana Public Records Law, and that all  materials so filed shall have the protections thereof. The Commissioner shall  provide FedNat with written notice in the event the Commissioner makes a  determination that such documents do not constitute proprietary or trade  secret information so that FedNat may seek appropriate relief to prevent  public disclosure.             5)   FedNat  agrees  that  for  a  period  of  two  years  from  the  date  of  the  Commissioner’s Ruling approving the acquisition, the company shall provide  final or draft copies of the minutes from FedNat’s shareholder meetings to  the LDI within thirty days of the meeting. Submission of a copy of the Form  8-K filing submitted by FedNat to the Securities and Exchange Commission  concerning the voting results of FedNat’s shareholder meetings, within five                           Page 2 of 5  





 






business days of the Form 8-K being filed, shall satisfy the requirements of  this paragraph.             6)   FedNat  agrees  that  for  a  period  of  two  years  from  the  date  of  the  Commissioner’s Ruling  approving  the  acquisition,  FedNat  shall  provide  notice to the LDI of any person who has obtained proxies authorizing them  to vote shares of FedNat of ten percent or more within 5 days of FedNat  receiving written notice of such a fact. This notice shall include the identity  of the person who has obtained such proxies. This paragraph shall not apply  to proxies solicited by or on behalf of FedNat or its Board of Directors.             7)   FedNat  agrees  that  for  a  period  of  two  years  from  the  date  of  the  Commissioner’s Ruling approving the acquisition, FedNat shall provide to the  LDI copies of all Proxy Statements and Notices of Shareholder Meetings as  filed with the Securities and Exchange Commission.             8)   FedNat  and  Maison  agree  that  Maison  shall  maintain  a  minimum  capital and surplus of five million ($5,000,000).             9)   FedNat and Maison agree that Maison shall not pay any dividends or  similar distributions without prior approval of the LDI.             10)  FedNat  and  Maison  agree  that  the  companies  shall  request  prior  approval from the LDI before initiating any change to the Maison Business  Plan(s) including but not limited to:                  a.   Changes in Maison’s reinsurance program;                          Page 3 of 5  





 






b.   Changes in Maison’s managing general agent;             c.   Changes in Maison’s policy servicing/administration system;             d.   Changes in Maison’s claims administration;             e.   Changes in Maison’s Actuary or CPA;             f.   Changes in the geographical territory in which Maison writes  business;             g.   Changes in the types of products offered by Maison;             h.   Changes in Maison’s product distribution system;             i.   Changes in the policy limits offered by Maison.             This paragraph shall not apply to any changes FedNat disclosed in its  application to acquire control of Maison. Further FedNat may, at any  time, request that LDI remove any or all of the provisions contained  in this paragraph.                      Page 4 of 5  





 






 The individuals signing below hereby represent and warrant that they are duly   authorized to execute and deliver this Agreement on behalf of the respective   parties.      /s/ Michael Braun                                             Signature of FedNat Representative      Michael Braun                                                Printed Name of the FedNat Representative     CEO & President                                               Title of FedNat Representative     8/2/19             Date      /s/ Douglas N. Raucy                                          Signature of Maison Representative    Douglas N. Raucy                                              Printed Name of the Maison Representative    President                                                     Title of Maison Representative    8/2/19        Date      /s/ Barry E. Ward                                             Signature of LDI Representative    Barry E. Ward                                                 Printed Name of LDI Representative    Deputy Commissioner – Licensing                               Title of Department Representative    8/9/19        Date                                         Page 5 of 5