AMENDED AND RESTATED JOINT FILING AGREEMENT

CUSIP No. 00000X000 SCHEDULE 3D/A Page 17 of 18

EXHIBIT 1

AMENDED AND RESTATED

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Tiptree Financial Inc., a Maryland corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of May 6, 2014

By:	/s/ Xxxx Xxxxxxxxxxx
	Xxxx Xxxxxxxxxxx
By:	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
By:	/s/ Xxxxxxxx X. Xxxxxxxx
	Xxxxxxxx X. Xxxxxxxx

CUSIP No. 00000X000 SCHEDULE 3D/A Page 18 of 18

TIPTREE FINANCIAL PARTNERS, L.P.
By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:  Xxxxxxxx Xxxxxxxx
	Title:  President and Chief Operating Officer
TRICADIA HOLDINGS, L.P.
By:	/s/ Xxxx Xxxxxxxxxxx
	Name:  Xxxx Xxxxxxxxxxx
	Title:  Principal
TRICADIA HOLDINGS GP, LLC
By:	/s/ Xxxx Xxxxxxxxxxx
	Name:  Xxxx Xxxxxxxxxxx
	Title:  Principal
TFPLP HOLDINGS I LLC
By:	TFPLP HOLDINGS MANAGEMENT LLC
	By: TRICADIA HOLDINGS, L.P.
	Its managing member
	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Chief Financial Officer
TFPLP HOLDINGS III LLC
By:	TFPLP HOLDINGS MANAGEMENT LLC
	By: TRICADIA HOLDINGS, L.P.
	Its managing member
	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Chief Financial Officer