MANAGEMENT AGREEMENTManagement Agreement • March 10th, 2008 • Tiptree Financial Partners, L.P. • New York
THIS MANAGEMENT AGREEMENT is made as of June 12, 2007 by and among TIPTREE FINANCIAL PARTNERS, L.P., a Delaware limited partnership (the “Company”), each of the subsidiaries set forth from time to time on Annex 1 hereto that has become a signatory hereto, each of the other entities set forth from time to time on Annex 2 hereto that has become a signatory hereto (each an “Additional Party” and, collectively, the “Additional Parties”) and TRICADIA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2008 • Tiptree Financial Partners, L.P. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2007, among Tiptree Financial Partners, L.P., a Delaware limited partnership (the “Company”), and Banc of America Securities LLC, Bear, Stearns & Co. Inc. and UBS Securities LLC (collectively, the "Initial Purchasers/Placement Agents”) for the benefit of the Initial Purchasers/Placement Agents and the Holders (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 10th, 2008 • Tiptree Financial Partners, L.P. • Delaware
This Indemnification Agreement (“Agreement”) is made as of the 12th day of June, 2007, by and between Tiptree Financial Partners, L.P., a Delaware limited partnership (“LP”), and [ ] (“Indemnitee”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF TIPTREE FINANCIAL PARTNERS, L.P. June 6, 2007Limited Partnership Agreement • March 10th, 2008 • Tiptree Financial Partners, L.P. • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of TIPTREE FINANCIAL PARTNERS, L.P. (the “Partnership”), dated as of this 6th day of June, 2007, by Tricadia Capital, LLC, a Delaware limited liability corporation, as general partner of the Partnership (the “General Partner”), the Initial Limited Partner (as named herein) and those Persons who have been admitted as Partners from time to time as provided herein.
