Common use of Exit Rights Clause in Contracts

Exit Rights. (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. (ii) In the event that the Company does not consummate a Qualified Public Offering within twelve (12) months of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the request of the Warburg Investors, the Board shall establish a committee of the 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 (at the Company’s expense) a nationally-recognized investment bank to assist the Company in such process. The 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 exercise Drag-Along Rights as Triggering Stockholders under Section 2(c). The Company shall keep the Warburg Investors reasonably apprised of the efforts to effect such a transaction. (iii) The Tiptree Investors shall use commercially reasonable efforts to cooperate with the Warburg Investors and the Company (at the Company’s expense) in connection with any of the actions or transactions contemplated by this Section 2(f).

Exit Rights. (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. (ii) In the event that the Company does not consummate a Qualified Public Offering within twelve (12) months of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the request of the Warburg Investors, the Board shall establish a committee of the 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 (at the Company’s expense) a nationally-nationally recognized investment bank to assist the Company in such process. The 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 exercise Drag-Along Rights as Triggering Stockholders under Section 2(c). The Company shall keep the Warburg Investors reasonably apprised of the efforts to effect such a transaction. (iii) The Tiptree Investors shall use commercially reasonable efforts to cooperate with the Warburg Investors and the Company (at the Company’s expense) in connection with any of the actions or transactions contemplated by this Section 2(f).

Exit Rights. 17.1 The Company shall (iHoldCo shall cause the Company to) At any time from appoint Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and after the earlier of October 31, 2027 (A) [●], 2026 and (B) the consummation of a Change of Control of Tiptree (such earlier date, the “Exit Event Triggering DatePeriod”), if a Qualified Public Offering has not been consummated prior thereto, upon a request of the Warburg Investors, the Company . 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and 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 cooperate with 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 Offeringappointment thereof. (ii) In the event that the Company does not consummate a Qualified Public Offering within twelve (12) months of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the request of the Warburg Investors, the 17.3 The Board shall establish constitute a committee of the Board, on which committee designees of Board (“IPO Committee”) to take decisions pertaining to evaluating the Warburg Investors shall hold a majority of below mentioned exit routes for 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 (at the Company’s expense) a nationally-recognized investment bank to assist the Company in such processInvestor. The 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 Investor shall have the right to exercise Drag-Along Rights appoint an Investor representative as Triggering Stockholders under Section 2(ca member of the IPO Committee (“IPO Committee Member”). The Company shall keep Once the Warburg Investors reasonably apprised IPO Committee Member has been appointed as aforesaid, for all meetings of the efforts 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 effect 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 Board the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the 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 transactionperiod 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. (iii) 17.4 The Tiptree Investors shall use commercially reasonable efforts to cooperate with the Warburg Investors and the Company (at the Company’s expense) in connection with any choice of the actions or transactions contemplated exit route shall be made by this Section 2(f).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

Exit Rights. 17.1 The Company shall (iHoldCo shall cause the Company to) At any time from appoint Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and after the earlier of October 31, 2027 (A) [●], 2026 and (B) the consummation of a Change of Control of Tiptree (such earlier date, the “Exit Event Triggering DatePeriod”), if a Qualified Public Offering has not been consummated prior thereto, upon a request of the Warburg Investors, the Company . 17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and 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 cooperate with 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 Offeringappointment thereof. (ii) In the event that the Company does not consummate a Qualified Public Offering within twelve (12) months of the Warburg Investors’ request to initiate a Qualified Public Offering pursuant to Section 2(f)(i) or at any time following a Change of Control of Tiptree, if a Qualified Public Offering has not been consummated prior thereto, upon the request of the Warburg Investors, the 17.3 The Board shall establish constitute a committee of the Board, on which committee designees of Board (“IPO Committee”) to take decisions pertaining to evaluating the Warburg Investors shall hold a majority of below mentioned exit routes for 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 (at the Company’s expense) a nationally-recognized investment bank to assist the Company in such processInvestor. The 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 Investor shall have the right to exercise Drag-Along Rights appoint an Investor representative as Triggering Stockholders under Section 2(ca member of the IPO Committee (“IPO Committee Member”). The Company Once the IPO Committee Member is appointed as aforesaid, detailed notices, agenda etc., shall keep the Warburg Investors reasonably apprised be provided to such IPO Committee Member prior to any such IPO Committee meeting and for all meetings of the efforts 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 effect such a transaction. (iii) The Tiptree Investors shall use commercially reasonable efforts to cooperate with the Warburg Investors and the Company (at the Company’s expense) in connection with any of the actions or transactions contemplated matters considered by this Section 2(f)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.