TIPTREE INC., as Company, and as Trustee INDENTURE Dated as ofIndenture • May 31st, 2024 • Tiptree Inc. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of [ ], between Tiptree Inc., a Maryland corporation (herein called the “Company”), having its principal executive offices at 660 Steamboat Road, Greenwich, Connecticut 06830, and [ ], a [ ], as Trustee (herein called the “Trustee”).
AGREEMENT AND PLAN OF MERGER dated as of August 11, 2014, among TIPTREE OPERATING COMPANY, LLC CAROLINE HOLDINGS LLC CAROLINE MERGER SUB, INC. and FORTEGRA FINANCIAL CORPORATIONMerger Agreement • August 12th, 2014 • Tiptree Financial Inc. • Insurance agents, brokers & service • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2014, is among Tiptree Operating Company, LLC, a Delaware limited liability company (“Parent”), Caroline Holdings LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Holdings”), Caroline Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Merger Sub”), and Fortegra Financial Corporation, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are used as defined in Section 8.03.
MANAGEMENT AGREEMENT by and between CARE INVESTMENT TRUST INC. and CIT HEALTHCARE LLC Dated as of June 27, 2007Management Agreement • August 14th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of June 27, 2007, by and between Care Investment Trust Inc., a Maryland corporation (the “Company”) and CIT Healthcare LLC, a Delaware limited liability company (the “Manager”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 27, 2007, is entered into by and among Care Investment Trust Inc., a Maryland corporation (the “Company”), CIT Real Estate Holding Corporation, a Delaware corporation (“CIT Holding”) and CIT Healthcare LLC, a Delaware limited liability company (“CIT Healthcare”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 6, 2023 among SOUTH BAY ACCEPTANCE CORPORATION and SOUTH BAY FUNDING LLC, as Borrowers, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and FIFTH...Credit Agreement • October 11th, 2023 • Tiptree Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2023, by and among SOUTH BAY ACCEPTANCE CORPORATION, a corporation incorporated under the laws of the State of California (“SBAC”), and SOUTH BAY FUNDING LLC, a limited liability company organized under the laws of the State of Delaware (“SBF”, and together with SBAC, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined below) from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
FORTEGRA GROUP, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 21st, 2022 • Tiptree Inc. • Fire, marine & casualty insurance • Delaware
This Warrant has been issued pursuant to that certain Securities Purchase Agreement, dated as of October 11, 2021 (the “Purchase Agreement”), by and among the Company, the Investor (as defined below) and Tiptree Inc.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT, dated as of June __, 2007 (this “Agreement”), is made by and between Care Investment Trust Inc., a Maryland corporation (the “Company”), and _____________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • Tiptree Inc. • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective June 21, 2022 (the “Effective Date”) by and among Tiptree Holdings LLC, a Delaware limited liability company (“Tiptree”), WP Falcon Aggregator, L.P., a Delaware limited partnership (“Warburg”), and the Holders (as defined herein) set forth on Schedule A hereto, and The Fortegra Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise (the “Company”)).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 12th, 2020 • Tiptree Inc. • Fire, marine & casualty insurance • Maryland
This Stock Option Agreement (this “Agreement”) is between Tiptree Inc., a Maryland corporation (the “Company”), and the Participant named above.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 14th, 2021 • Tiptree Inc. • Fire, marine & casualty insurance • New York
This EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into as of July 14, 2021, by and among Tiptree Inc., a Maryland corporation (the “Company”, “Tiptree” or “Employer”), and Randy Maultsby, an individual (“Executive”).
RESTRICTED STOCK UNIT AGREEMENT UNDER THE TIPTREE INC. 2017 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 12th, 2020 • Tiptree Inc. • Fire, marine & casualty insurance • Maryland
This Restricted Stock Unit Agreement (this “Agreement”) is between Tiptree Inc., a Maryland corporation (the “Company”), and the Participant named above.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 4th, 2021 • Tiptree Inc. • Fire, marine & casualty insurance • New York
In addition, in the case of a withdrawal from the Equity and Alternative Assets portfolio or termination of the Accounts other than as a calendar year end, the Incentive Fee shall be calculated and paid as of such date. For purposes of calculating the Incentive Fee in the event of a partial withdrawal from such portfolio, the Net Asset Value of the Equity and Alternative Assets portfolio shall be divided between the portion attributable to the withdrawn amount and the portion not being withdrawn, and the Incentive Fee shall only be calculated and paid with respect to the portion being withdrawn. Any balance in the Loss Carryforward Account outstanding as of such withdrawal date shall also be divided such that (i) the portion to be applied to such calculation of the Incentive Fee on the withdrawn amount shall be an amount equal to the balance of the Loss Carryforward Account prior to any adjustments in respect of such withdrawal multiplied by a fraction, the numerator of which is the am
ContractWarrant Agreement • April 10th, 2018 • Tiptree Inc. • Fire, marine & casualty insurance • New York
THIS WARRANT AND THE UNDERLYING SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2016 • Tiptree Financial Inc. • Insurance agents, brokers & service • New York
This EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into as of January 1, 2016, by and among Tiptree Asset Management Company, LLC, a Delaware limited liability company (“Employer”), and Julia Wyatt, an individual (“Executive”).
GUARANTY (CME AND PORTFOLIO) MULTISTATE (Revised 10-18-2011)Guaranty • May 15th, 2012 • Care Investment Trust Inc. • Real estate investment trusts
THIS GUARANTY (“Guaranty”) is entered into to be effective as of April 24, 2012, by CARE INVESTMENT TRUST INC., a Maryland corporation, (“Guarantor”, collectively if more than one), for the benefit of KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (“Lender”).
EQUITY INTEREST PURCHASE AGREEMENT by and between Tiptree Warranty Holdings, LLC, and Peter Masi Dated as of December 16, 2019Equity Interest Purchase Agreement • December 17th, 2019 • Tiptree Inc. • Fire, marine & casualty insurance • New York
This EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2019, is made by and between Tiptree Warranty Holdings, LLC, a Delaware limited liability company (“Purchaser”) and Peter Masi, a natural Person (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2007 CARE INVESTMENT TRUST INC. EQUITY PLANRestricted Stock Unit Agreement • April 14th, 2008 • Care Investment Trust Inc. • Real estate investment trusts • Maryland
This Restricted Stock Unit Agreement (the “Agreement”) is between Care Investment Trust Inc., a Maryland corporation (the “Company”), and you, the Grantee named above, as an employee of CIT Healthcare LLC, the manager of the Company pursuant to a management agreement (the “Manager”).
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT UNDER THE TIPTREE INC. 2017 OMNIBUS INCENTIVE PLANPerformance Restricted Stock Unit Agreement • February 29th, 2024 • Tiptree Inc. • Fire, marine & casualty insurance • Maryland
This Performance Restricted Stock Unit Agreement (this “Agreement”) is between Tiptree Inc., a Maryland corporation (the “Company”), and the Participant named above.
CONTRIBUTION AGREEMENTContribution Agreement • August 14th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 27, 2007, is by and between CIT Real Estate Holding Corporation, a Delaware corporation (“CIT Holding”) and Care Investment Trust Inc., a Maryland corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2010 • Care Investment Trust Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT (this “Agreement”) by and between Salvatore (Torey) Riso, Jr. (“Executive”) and Care Investment Trust Inc. (the “Company”) is dated as of November 4, 2010 and effective as of the Effective Date (as such term is defined below).
TRANSITION SERVICES AGREEMENT between TRICADIA HOLDINGS, L.P. AND TIPTREE ASSET MANAGEMENT COMPANY, LLC DATED AS OF June 30, 2012Transition Services Agreement • August 13th, 2013 • Tiptree Financial Inc. • Real estate investment trusts • New York
This TRANSITION SERVICES AGREEMENT, dated as of June 30, 2012, is by and among Tiptree Asset Management Company, LLC, a Delaware limited liability company (“TAMCO”). Tricadia Holdings, L.P., a Delaware limited partnership (“Tricadia”). and, to the limited extent provided for herein, Tiptree Financial Partners, L.P. (“Tiptree”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE TIPTREE INC. 2017 OMNIBUS INCENTIVE PLAN (ANNUAL VESTING)Restricted Stock Unit Agreement • June 19th, 2017 • Tiptree Inc. • Fire, marine & casualty insurance • Maryland
This Restricted Stock Unit Agreement (this “Agreement”) is between Tiptree Inc., a Maryland corporation (the “Company”), and the Participant named above.
AMENDMENT #2 TO EMERITUS AGREEMENTEmeritus Agreement • January 3rd, 2022 • Tiptree Inc. • Fire, marine & casualty insurance • New York
This Amendment, effective as of January 1, 2022 (this “Amendment”), amends the Emeritus Agreement, dated as of December 20, 2019, as amended by Amendment No. 1, dated January 1, 2021 (together, the “Emeritus Agreement”), between Tiptree Inc. (the “Company”) and Arif Inayatullah (“Inayatullah” and together with the Company, the “Parties”). Unless context requires otherwise, capitalized terms used herein but not defined herein shall have the meanings given to them in the Emeritus Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 23rd, 2017 • Tiptree Inc. • Fire, marine & casualty insurance • New York
STOCK PURCHASE AGREEMENT, dated as of June 21, 2017 (this “Agreement”), by Caroline Holdings LLC, a Delaware limited liability company (the “Buyer”), and Tiptree Inc. (“Tiptree”) with Nomura Securities Co., Ltd. (“Seller”).
SENIORS HOUSING LOAN AND SECURITY AGREEMENT (CME) (Revised 9-1-2011)Seniors Housing Loan and Security Agreement • May 15th, 2012 • Care Investment Trust Inc. • Real estate investment trusts
THIS SENIORS HOUSING LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 24th day of April, 2012 and is made by and between CARE GSL FREDERICKSBURG LLC, a Delaware limited liability company (“Borrower”), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns, “Lender”).
] shares CARE INVESTMENT TRUST INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York
STRATEGIC COMBINATION AGREEMENTStrategic Combination Agreement • February 22nd, 2019 • Tiptree Inc. • Fire, marine & casualty insurance • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2018 • Tiptree Inc. • Fire, marine & casualty insurance • New York
STOCK PURCHASE AGREEMENT, dated as of May 10, 2018 (this “Agreement”), by and between Tiptree Inc. (“Tiptree”) and Reliance Investors LLC (“Seller”).
CREDIT AGREEMENTCredit Agreement • February 21st, 2020 • Tiptree Inc. • Fire, marine & casualty insurance • London
PURCHASE AGREEMENT DATED AS OF NOVEMBER 16, 2017 BY AND AMONG MAINSTREET HEALTH INVESTMENTS INC. MAINSTREET HEALTH HOLDINGS, LP AND TIPTREE OPERATING COMPANY, LLCPurchase Agreement • November 17th, 2017 • Tiptree Inc. • Fire, marine & casualty insurance • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 23rd, 2016 • Tiptree Financial Inc. • Insurance agents, brokers & service • New York
STOCK PURCHASE AGREEMENT, dated as of June 23, 2016 (this “Agreement”), by and among Caroline Holdings LLC, a Delaware limited liability company (the “Buyer”), Tiptree Financial Inc. (“Tiptree”), New York Marine and General Insurance Company, Gotham Insurance Co. and Southwest Marine & General Insurance Co. (each a “Seller” and collectively, the “Sellers”) and ProSight Specialty Insurance Group, Inc. (“ProSight”).
CREDIT AGREEMENT dated as of September 18, 2013 among TIPTREE OPERATING COMPANY, LLC, as Borrower, VARIOUS LENDERS, and FORTRESS CREDIT CORP., as Administrative Agent, Collateral Agent and Lead Arranger $50,000,000 Senior Secured Credit FacilityCredit Agreement • September 20th, 2013 • Tiptree Financial Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT, dated as of September 18, 2013, is entered into by and among TIPTREE OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto from time to time, and FORTRESS CREDIT CORP. (“Fortress”), as Administrative Agent (together with its successors and assigns in such capacity, “Administrative Agent”), Collateral Agent (together with its successors and assigns in such capacity, “Collateral Agent”) and Lead Arranger.
FIRST AMENDMENTCredit Agreement • January 27th, 2015 • Tiptree Financial Inc. • Insurance agents, brokers & service
THIS FIRST AMENDMENT (this “Amendment”) is entered into as of January 26, 2015 (the “Amendment Effective Date”) by and among TIPTREE OPERATING COMPANY, LLC (the “Borrower”), FORTRESS CREDIT CORP. (“Fortress”), as Administrative Agent, Collateral Agent and Lead Arranger, and the Lenders signatory hereto.
OMNIBUS AGREEMENTOmnibus Agreement • April 19th, 2011 • Care Investment Trust Inc. • Real estate investment trusts • Texas
This is to certify that on this ___ day of ______, 2011, I electronically submitted the foregoing document with the Clerk of Court for the U.S. District Court, Northern District of Texas, using the electronic case filing system of the Courts. I hereby certify that I have served all counsel of record electronically as authorized by Federal Rules of Civil Procedure 5(b)(2).
EARN OUT AGREEMENTEarn Out Agreement • July 2nd, 2008 • Care Investment Trust Inc. • Real estate investment trusts • Kansas
THIS EARN OUT AGREEMENT (“Earn Out Agreement”) is entered into effective as of June 26, 2008 (“Effective Date”) by and among Ames Bickford Cottage, L.L.C., a Kansas limited liability company, Bourbonnais Bickford House, L.L.C., a Kansas limited liability company, Burlington Bickford Cottage, L.L.C., a Kansas limited liability company, Crawfordsville Bickford Cottage, L.L.C., a Kansas limited liability company, Lincoln Bickford Cottage, L.L.C., a Kansas limited liability company, Marshalltown Bickford Cottage, L.L.C., a Kansas limited liability company, Moline Bickford Cottage, L.L.C., a Kansas limited liability company, Muscatine Bickford Cottage, L.L.C., a Kansas limited liability company, Quincy Bickford Cottage, L.L.C., a Kansas limited liability company, Rockford Bickford House, L.L.C., a Kansas limited liability company, Springfield Bickford House, L.L.C., a Kansas limited liability company, and Urbandale Bickford Cottage, L.L.C., a Kansas limited liability company, (each of the f
