exhibit102






  {ACCEL 00106459 v3  }   Page 1 of 4     Commutation Agreement    SageSure Anchor Re, Inc.  Scottsdale, Arizona  (hereinafter referred to as the "Subscribing Reinsurer"    It Is Hereby Agreed that, in consideration of the mutual promises, covenants, payments and  releases set forth herein, and other good and valuable consideration, the sufficiency of which is  hereby acknowledged, the Subscribing Reinsurer's share in the liabilities of the "Reinsurer"  under the Company's Non-Florida Property Quota Share Reinsurance Contract, effective July 1,  2020 and terminated January 31, 2021 (hereinafter referred to as the "Reinsurance Contract"),  shall be commuted as of January 31, 2021 in accordance with the provisions set forth below.   This Agreement shall serve to fully and finally determine, settle and extinguish all rights,  liabilities, claims, disputes and obligations under the Reinsurance Contract, whether known or  unknown, between the parties to this Agreement.    It Is Further Agreed, in order to effect said commutation and release, the parties agree as  follows:    A. The Subscribing Reinsurer shall pay the Company a provisional payment of $7,202,604  (the “Provisional Payment”) immediately after the execution of this Agreement.  The  Provisional Payment is subject to a potential one-time adjustment, by mutual agreement,  after receipt of the final reserve analysis performed by KPMG for the Company (the  “Reserve Analysis”).   If the Reserve Analysis (i) calls for an increase in the amount  payable to the Company hereunder, the Subscribing Reinsurer shall remit such additional  payment to the Company, or (ii) calls for a decrease in the amount payable to the Company  hereunder, the Company shall remit such amount to the Subscribing Reinsurer, and in  either case, payment shall be made within five (5) business days after the Company and  Subscribing Reinsurer have mutually agreed on the adjustment resulting in an increase or  decrease in the Reserve Analysis (the “Payment Adjustment”).   The Subscribing  Reinsurer’s remittance of the Provisional Payment, together with the Payment Adjustment,  if applicable (the Provisional Payment and the Payment Adjustment, collectively, the “Final  Payment”), to the Company will represent the full satisfaction of all liabilities and obligations  of the Subscribing Reinsurer under the Reinsurance Contract, whether known or unknown.    B. Upon The Company’s receipt of the Final Payment, each party, on behalf of its parents,  subsidiaries, affiliates, predecessors, successors, assigns, and its past, present and future  officers, directors, shareholders, employees, consultants, administrators, agents, receivers,  trustees, attorneys and its legal representatives, unconditionally and completely releases  and forever discharges the other party, its parents, subsidiaries, affiliates, predecessors,  successors, assigns, and its past, present and future officers, directors, shareholders,  employees, consultants, administrators, agents, receivers, trustees, attorneys and its legal  representatives from any and all past, present and future rights, liabilities and obligations,  including, but not limited to, payments, adjustments, executions, offsets, actions, causes of  action, proofs of claim, suits, debts, sums of money, accounts, reckonings, bonds, bills,  covenants, contracts, controversies, agreements, promises, damages, judgments, claims,  demands, duties, doings, omissions, costs, disbursements, fees, attorneys' fees, expenses,  injuries and/or losses of every kind, whether known or unknown, reported or unreported,  fixed or contingent, relating to or arising out of the Reinsurance Contract.  





 






{ACCEL 00106459 v3  }   Page 2 of 4     C. Each party acknowledges that it may hereafter discover facts, circumstances or legal  decisions different from or in addition to those now known or believed to be true regarding  the subject matter of this Agreement.  It is understood that this Agreement shall remain in  full force and effect, notwithstanding the existence of any such different or additional facts.   In this connection the parties specifically waive the provisions of any civil code which  provides in substance or effect as follows:     "A general release does not extend to claims which the creditor does not know or suspect  to exist in his favor at the time of executing the release, which, if known by him must have  materially affected his settlement with the debtor."    D. Each party is a corporation in good standing in its respective place of domicile.  The  representatives executing this Agreement on behalf of each party have the full and legal  right, power and authority to execute and deliver this Agreement on behalf of each party,  and there are no pending conditions, agreements, transactions or negotiations to which  either is a party that would render this Agreement or any part hereof void, voidable or  unenforceable.    E. This Agreement shall be binding upon and inure to the benefit of the parties hereto and  their parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors,  employees, shareholders and receivers.    F. Each party is entering into this Agreement freely, without duress, in good faith, at arm's  length and in the regular course of business and believes that it is a good, valid and  enforceable agreement.  Neither party is relying upon the other party, nor any person, third  party or anything other than its own independent knowledge and judgment and the advice  of its own counsel in entering into this Agreement.  No representations, warranties or  promises of any kind have been made directly or indirectly to induce them to execute this  Agreement other than those which are expressly set forth herein.  Neither party is aware of  any third party who might assert some interest in any claims intended to be released  hereunder.    G. The parties agree that this Agreement reflects a business decision by the parties to settle,  resolve and commute all liabilities and claims under the Reinsurance Contract.  This  Agreement does not constitute an admission of liability by either party with respect to any  issues that have arisen under the Reinsurance Contract.    H. The parties agree to execute promptly any and all supplemental agreements, releases,  affidavits, waivers and other documents of any nature or kind which the other party may  reasonably require in order to implement the provisions or objectives of this Agreement.    I. The parties shall maintain in strict confidence the negotiations and proceedings leading up  to this Agreement, including any related documents, and shall not make disclosure of the  terms and conditions of this Agreement or the negotiations and proceedings leading up to  this Agreement, including any related documents (hereinafter referred to as "confidential  information"), to any third parties, including but not limited to other insurance companies  and their subsidiaries and affiliates, underwriting agencies, research organizations, any  unaffiliated entity engaged in modeling insurance or reinsurance data, and statistical rating  organizations, without the prior written consent of the other party, except when required by  (1) retrocessionaires subject to the business ceded to the Reinsurance Contract, (2)  regulators performing an audit of records and/or financial condition, (3) external auditors  





 






{ACCEL 00106459 v3  }   Page 3 of 4       performing an audit of records in the normal course of business, (4) legal counsel, or (5)  subsidiaries or affiliates that assist in underwriting or administrative obligations directly  related to the Reinsurance Contract (however, this subparagraph 5 shall not include  subsidiaries or affiliates in competition with the other party to this Agreement); provided  such third parties are advised of the confidential nature of the confidential information and  their obligation to maintain its confidentiality.     Notwithstanding the above, in the event that either party is required by court order, other  legal process or any regulatory authority to release or disclose any or all of the confidential  information, such party agrees to provide the other party with written notice of same at least  10 days prior to such release or disclosure, to the extent legally permissible, and to use its  best efforts to assist the other party in maintaining the confidentiality provided for in this  paragraph I.    J. The Company and the Subscribing Reinsurer absolutely and unconditionally covenant and  agree with each other, and their respective successors and assigns, that after the effective  date of this Agreement and upon full payment of the sum set forth in paragraph A above to  the Company, neither party shall hereafter, for any reason whatsoever, demand, claim or  file suit or initiate arbitration proceedings against the other in respect of any matters relating  to the Reinsurance Contract, except for demands, suits or arbitrations with respect to  rights, obligations and/or remedies provided for pursuant to this Agreement.  If any dispute  shall arise between the parties with respect to the interpretation or meaning of this  Agreement or their rights hereunder, such dispute, upon the written request of either party,  shall be resolved by arbitration in the manner set forth in the Reinsurance Contract.    K. This Agreement shall be governed by and construed in accordance with the laws of the  State of Florida.    L. The failure of either party to insist on compliance with this Agreement or to exercise any  right, remedy or option hereunder shall not:  (1) constitute a waiver of any rights contained  in this Agreement, (2) prevent either party from thereafter demanding full and complete  compliance, (3) prevent either party from exercising such remedy in the future, nor (4)  affect the validity of this Agreement or any part thereof.    M. If any provision of this Agreement shall be rendered illegal or unenforceable by the laws,  regulations or public policy of any jurisdiction, regulatory body or court, such provision shall  be considered void in such jurisdiction, but this shall not affect the validity or enforceability  of any other provision of this Agreement or the enforceability of such provision in any other  jurisdiction.    N. This Agreement may be executed in multiple counterparts, each of which when so  executed and delivered shall be an original, but such counterparts shall together constitute  one and the same instrument and agreement.  A counterpart may be delivered via facsimile  or electronic mail, and the facsimile or document attached to the electronic mail received  shall be deemed to be an original.    O. This Agreement constitutes the entire agreement between the parties hereto and  supersedes all prior agreements, whether written or oral, between the parties.  No  supplement, amendment, modification, waiver or termination of this Agreement shall be  effective unless in writing and signed by both parties.    





 






{ACCEL 00106459 v3  }   Page 4 of 4       In Witness Whereof, the parties hereto by their respective duly authorized representatives  have executed this Agreement as of the dates specified below:    This   22nd                                        day of     April                                              in the year  2021               .    FedNat Insurance Company    /s/ Michael Braun            This   22nd                                        day of     April                                              in the year  2021               .    SageSure Anchor Re, Inc.    /s/ Terrence McLean