Common use of Exit Rights Clause in Contracts

Exit Rights. 17.1 The Company shall (HoldCo shall cause the Company to) appoint Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and October 31, 2027 (“Exit Period”). 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and shall cooperate with the Company in the appointment thereof. 17.3 The Board shall constitute a committee of the Board (“IPO Committee”) to take decisions pertaining to evaluating the below mentioned exit routes for the Investor. The Investor shall have the right to appoint an Investor representative as a member of the IPO Committee (“IPO Committee Member”). Once the IPO Committee Member is appointed as aforesaid, detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting and for all meetings of the IPO Committee the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the IPO Committee, in relation to any of the matters considered by it, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned meetings and detailed notices, agenda etc., has been delivered to such IPO Committee Member / Investor. 17.4 The choice of the exit route shall be made by the IPO Committee (defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options: (i) Qualified IPO; or (ii) Alternate Listing.

Exit Rights. 17.1 The Company shall (HoldCo shall cause the Company to) appoint Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and October 31, 2027 (“Exit Period”). 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and shall cooperate with the Company in the appointment thereof. 17.3 The Board shall constitute a committee of the Board (“IPO Committee”) to take decisions pertaining to evaluating the below mentioned exit routes for the Investor. The Investor shall have the right to appoint an Investor representative as a member of the IPO Committee (“IPO Committee Member”). Once the IPO Committee Member is has been appointed as aforesaid, detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting and for all meetings of the IPO Committee the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the IPO Committee, in relation to any related matters, without having IPO Committee Member present and voting for each of such matter and detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting. Once the IPO Committee Member is appointed as aforesaid, for all meetings of the matters considered Board the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by itthe Board, in relation to any matters, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned meetings and detailed notices, agenda etc., has been delivered to such IPO Committee Member / Investor. 17.4 The choice of the exit route shall be made by the IPO Committee (defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options: (i) Qualified IPO; or (ii) Alternate Listing.

Exit Rights. 17.1 (i) At any time from and after the earlier of (A) June 21, 2026 and (B) the consummation of a Change of Control of Tiptree (such earlier date, the “Exit Event Triggering Date”), if a Qualified Public Offering has not been consummated prior thereto, upon a request of the Warburg Investors, the Company shall use reasonable best efforts to consummate (at the Company’s expense) a Qualified Public Offering as promptly as practicable thereafter and, in any event, prior to the twelve (12) month anniversary of such request; provided that at the request of the Warburg Investors, the Company shall take such steps as may be reasonably requested by the Warburg Investors in preparation of effecting such Qualified Public Offering six (6) months prior to the Exit Event Triggering Date (excluding, for clarity, making any public filing or otherwise making public its intention to effect a Qualified Public Offering), including engaging (at the Company’s expense) a nationally-recognized investment bank reasonably acceptable to the Warburg Investors to assist the Company in effecting a Qualified Public Offering and preparing the relevant offering documents, such that upon the Exit Event Triggering Date the Company shall be prepared to commence any applicable “road shows” or other substantive steps to effect the Qualified Public Offering. The Company shall keep the Warburg Investors reasonably apprised of the efforts to consummate such Qualified Public Offering. (HoldCo shall cause ii) In the event that the Company todoes not consummate a Qualified Public Offering within twelve (12) appoint Investment Banker(smonths of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) to facilitate exit to or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the Investor between October 31request of the Warburg Investors, 2025, and October 31, 2027 (“Exit Period”). 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and shall cooperate with the Company in the appointment thereof. 17.3 The Board shall constitute establish a committee of the Board Board, on which committee designees of the Warburg Investors shall hold a majority of the votes, and delegate to such committee customary powers, to explore strategic alternatives to the Company, including a Deemed Liquidation Event of the Company and in good faith pursue such a process, with authority to engage (“IPO Committee”at the Company’s expense) a nationally recognized investment bank to take decisions pertaining to evaluating assist the below mentioned exit routes for the InvestorCompany in such process. The Investor Company shall direct its directors, officers and employees to cooperate with such committee. The Company and the Tiptree Investors shall not be required to accept any particular proposal. Notwithstanding anything else to the contrary, in the event that the Company does not consummate a Deemed Liquidation Event within twelve (12) months of the commencement of the foregoing process, the Warburg Investors shall have the right to appoint an Investor representative exercise Drag-Along Rights as a member Triggering Stockholders under Section 2(c). The Company shall keep the Warburg Investors reasonably apprised of the IPO Committee efforts to effect such a transaction. (“IPO Committee Member”). Once iii) The Tiptree Investors shall use commercially reasonable efforts to cooperate with the IPO Committee Member is appointed as aforesaid, detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting Warburg Investors and for all meetings of the IPO Committee Company (at the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the IPO Committee, Company’s expense) in relation to connection with any of the matters considered actions or transactions contemplated by it, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned meetings and detailed notices, agenda etcthis Section 2(f)., has been delivered to such IPO Committee Member / Investor. 17.4 The choice of the exit route shall be made by the IPO Committee (defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options: (i) Qualified IPO; or (ii) Alternate Listing.

Exit Rights. 17.1 (i) At any time from and after the earlier of (A) [●], 2026 and (B) the consummation of a Change of Control of Tiptree (such earlier date, the “Exit Event Triggering Date”), if a Qualified Public Offering has not been consummated prior thereto, upon a request of the Warburg Investors, the Company shall use reasonable best efforts to consummate (at the Company’s expense) a Qualified Public Offering as promptly as practicable thereafter and, in any event, prior to the twelve (12) month anniversary of such request; provided that at the request of the Warburg Investors, the Company shall take such steps as may be reasonably requested by the Warburg Investors in preparation of effecting such Qualified Public Offering six (6) months prior to the Exit Event Triggering Date (excluding, for clarity, making any public filing or otherwise making public its intention to effect a Qualified Public Offering), including engaging (at the Company’s expense) a nationally-recognized investment bank reasonably acceptable to the Warburg Investors to assist the Company in effecting a Qualified Public Offering and preparing the relevant offering documents, such that upon the Exit Event Triggering Date the Company shall be prepared to commence any applicable “road shows” or other substantive steps to effect the Qualified Public Offering. The Company shall keep the Warburg Investors reasonably apprised of the efforts to consummate such Qualified Public Offering. (HoldCo shall cause ii) In the event that the Company todoes not consummate a Qualified Public Offering within twelve (12) appoint Investment Banker(smonths of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) to facilitate exit to or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the Investor between October 31request of the Warburg Investors, 2025, and October 31, 2027 (“Exit Period”). 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and shall cooperate with the Company in the appointment thereof. 17.3 The Board shall constitute establish a committee of the Board Board, on which committee designees of the Warburg Investors shall hold a majority of the votes, and delegate to such committee customary powers, to explore strategic alternatives to the Company, including a Deemed Liquidation Event of the Company and in good faith pursue such a process, with authority to engage (“IPO Committee”at the Company’s expense) a nationally-recognized investment bank to take decisions pertaining to evaluating assist the below mentioned exit routes for the InvestorCompany in such process. The Investor Company shall direct its directors, officers and employees to cooperate with such committee. The Company and the Tiptree Investors shall not be required to accept any particular proposal. Notwithstanding anything else to the contrary, in the event that the Company does not consummate a Deemed Liquidation Event within twelve (12) months of the commencement of the foregoing process, the Warburg Investors shall have the right to appoint an Investor representative exercise Drag-Along Rights as a member Triggering Stockholders under Section 2(c). The Company shall keep the Warburg Investors reasonably apprised of the IPO Committee efforts to effect such a transaction. (“IPO Committee Member”). Once iii) The Tiptree Investors shall use commercially reasonable efforts to cooperate with the IPO Committee Member is appointed as aforesaid, detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting Warburg Investors and for all meetings of the IPO Committee Company (at the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the IPO Committee, Company’s expense) in relation to connection with any of the matters considered actions or transactions contemplated by it, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned meetings and detailed notices, agenda etcthis Section 2(f)., has been delivered to such IPO Committee Member / Investor. 17.4 The choice of the exit route shall be made by the IPO Committee (defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options: (i) Qualified IPO; or (ii) Alternate Listing.