Contract
1 SIXTH AMENDMENT TO ADMINISTRATOR AGREEMENT THIS SIXTH AMENDMENT TO ADMINISTRATOR AGREEMENT (this “Sixth Amendment”), is entered into this 4th day of November, 2020, (the “Execution Date”) by and among SageSure Insurance Managers, LLC (“Administrator”) and FedNat Insurance Company (the “Company”). Capitalized terms used in this Sixth Amendment and not otherwise defined have the meanings ascribed to them in Exhibit D attached hereto and made a part of the Agreement. WHEREAS, Administrator and Company entered into that certain Administrator Agreement, as of June 28, 2013 (the “Agreement”), and WHEREAS, Administrator and Company desire to make certain amendments to the Agreement as more particularly described herein. AGREEMENT NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 6(D) will be deleted in its entirety and replaced with the following: (D) The Administrator shall only have the authority to prepare online transfers against the Program Bank Account, for the following purposes: a) Payment of monies due insureds in connection with return premiums and endorsements relating to Insurance produced under this Agreement; b) Refund of monies received in account for policies related to other insurance carriers; c) Payments of amounts due the Administrator in accordance with Exhibit B of this Agreement including ITD Profit Participation from the Program Bank Account, including for interest earned by the Program Bank Account; and, d) Payments to the Company. Consistent with Administrator’s reporting obligations under this Agreement, the Administrator shall furnish supporting documentation for all transfers from the Program Bank Account. 2. Company and Administrator agree to modify Exhibit B – Administrator Compensation to reflect the following: a) Profit Sharing as defined in Exhibit B, Section E for the period from inception of the Agreement through June 30, 2020 is unchanged. b) Profit Sharing as defined in Exhibit B, Section E for the period from July 1, 2020 and thereafter is superseded by: _______________________ Certain identified information has been omitted from this exhibit because it is not material and would be competitively harmful if publicly disclosed. Redactions are indicated by [***].
2 i. Quota Share agreement(s) between Company and Administrator’s affiliates until terminated at which time this Agreement will revert to Profit Sharing as currently defined; ii. Released Profit Participation from Company to Administrator on a monthly basis; and, iii. Reimbursed Profit Participation Deficits from Administrator to Company as mutually agreed. c) Provisional Commission in Exhibit B, Section A for the period from July 1, 2020 and thereafter is changed to [***]%. The parties will endeavor to amend and restate Exhibit B in its entirety before December 31, 2020 to fully reflect this intent and other terms as mutually agreed. 3. Company must not restrict new business or compel non‐renewals so long as the new business or renewals are consistent with the mutually agreed upon projected portfolio that was the basis for the current treaty year reinsurance purchase unless (a) directly compelled by a regulator or rating agency; or (b) as a direct result of Administrator Underperformance (as defined in Exhibit D). For sake of clarity, nothing in this paragraph will be construed to be more restrictive on the Administrator than the existing Agreement and its executed amendments. 4. All provisions of the Agreement not otherwise amended or modified herein are hereby ratified and shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereto executed this Sixth Amendment as of the Execution Date set forth above. SageSure Insurance Managers, LLC FedNat Insurance Company By: /s/ Xxxxxxxx XxXxxx By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxxx XxXxxx Name: Xxxxxxx Xxxxx Title: President & CEO Title: CEO & President Date: November 3, 2020 Date: November 3, 2020
3 EXHIBIT D DEFINITIONS “ITD Profit Participation” is the (a) ITD Profit as calculated in Exhibit B for the period beginning December 1, 2020 and continuing thereafter; times (b) the larger of either [***]% or subscribing quota share percentage by Administrator’s affiliates. For sake of clarity, if the ITD Profit is negative, the calculation herein prevails. “Administrator Underperformance” is a specifically‐defined deficiency in the performance of Administrator that is provided with written notice from Company to Administrator and remains not cured with rate increase filings or eligibility guideline changes for 90 days.
