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.
