Common use of Summary of Services Clause in Contracts

Summary of Services. Service Name Description Fee Legal and compliance services Service Provider will provide Service Recipient with access to Service Provider’s internal legal counsel and compliance personnel, whom Service Provider shall instruct to devote such time to the affairs of the Service Recipient from time to time as may be reasonably necessary or appropriate, as determined by the Service Recipient, to result in the Service Recipient receiving the same quality and scope of legal and compliance services as was provided by Service Provider or its Affiliates prior to the date hereof. $300,000 per annum, in the aggregate*; provided, however, (i) if Tiptree or its subsidiaries acquire additional Businesses the parties will negotiate in good faith an increase in such fee based on the estimated additional time required to be spent on Tiptree matters; and (ii) subject to Section 3.01 of the TSA, for calendar year 2013 and each calendar year thereafter (x) no later than sixty (60) days after the beginning of such calendar year, Tricadia may make a proposal to Tiptree for an increase in the fee based on an increase in the actual documented costs of Tricadia in providing this Transition Service and (y) the independent directors of Tiptree and Tricadia shall negotiate in good faith any increase in the fee based on the actual documented costs of Tricadia. If, with respect to item (ii) of the preceding sentence, the independent directors of Tiptree and Tricadia, acting in good faith, are not able to agree on the increase in the fee within thirty (30) days after Tricadia makes its proposal, then the independent directors of Tiptree shall select an independent accounting firm of national reputation within three (3) Business Days of the end of such thirty (30) day period to determine the increase in the fee, if any, based on the increase in the actual documented costs of Tricadia. Such independent accounting firm shall then determine, within thirty (30) days of its appointment, the increase in the fee. Any such determination shall be final and binding on Tiptree, TAMCO and Tricadia. In connection with any determination of the increase in the fee, the cost of the independent accounting firm shall be allocated to and borne by TAMCO and Tricadia in the same proportion that the amount submitted to the independent accounting firm that is unsuccessfully disputed by such party (as finally determined by the independent accounting firm) bears to the total disputed amount. For illustration purposes only, if (a) Tricadia proposes a fee increase of 6%, (b) Tiptree proposes a fee increase of 3%, and (c) the independent accounting firm determines that the fee increase should actually be 5%, then (x) for purposes of the previous sentence, the total disputed amount is 3%, (y) the Tiptree disputed amount is 2% (i.e., the total disputed amount minus the Tiptree proposed increase), and (z) the Tricadia disputed amount is 1% (i.e., the Tricadia proposed increase minus the total disputed amount). In this example, the Tiptree disputed amount is 2/3 of the total disputed amount (i.e., 2% ÷ 3%), so Tiptree would bear 2/3 of the cost of the independent accounting firm and Tricadia would bear 1/3 of such expense. * Tiptree and/or its Affiliates may pay additional amounts in respect of any incentive compensation for such legal and compliance personnel provided hereunder. [THE NEXT PAGE IS THE SIGNATURE PAGE] Upon execution of this Transition Service Schedule by the undersigned, this Transition Service Schedule is hereby deemed incorporated into and made part of the TSA effective as of June 30, 2012. TIPTREE ASSET MANAGEMENT COMPANY, LLC TRICADIA HOLDINGS, L.P. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Title: Chief Financial Officer TRANSITION SERVICE SCHEDULE This is a Transition Service Schedule relating to that certain Transition Services Agreement (the “TSA”), dated as of June 30, 2012, between Tricadia Holdings, L.P., Tiptree Asset Management Company, LLC and, to the limited extent provided for therein, Tiptree Financial Partners, L.P. Capitalized terms used but not defined herein shall have such meanings ascribed to them in the TSA. 1. Service Provider: Tricadia Holdings, L.P. 2. Service Recipient: Tiptree Financial Partners, L.P. and the following subsidiaries thereof: Tiptree Asset Management Company, LLC, Tiptree Asset Management Holding Company, LLC, Tiptree Capital Management, LLC, Muni Capital Management, LLC, Tricadia Loan Management LLC and ▇▇▇▇▇ Management, LLC. 3. Start/End Date: The Transition Services start on the Closing Date and end on December 31, 2013, but shall automatically continue in effect thereafter unless terminated pursuant to Section 7.02 of the TSA.

Summary of Services. Service Name Description Fee Legal Provision of human resources, information technology and compliance services other personnel Service Provider will provide Service Recipient with access human resources, information technology and other personnel from time to time as may be reasonably necessary or appropriate, as reasonably determined by the Service Provider’s internal legal counsel Recipient, to enable the Service Recipient (including the Management Entities) to manage its Businesses on substantially the same basis as prior to the date hereof. The human resources, information technology and compliance personnel, whom Service Provider other personnel shall instruct to devote such time to the affairs of the Service Recipient from time to time as may be reasonably necessary or appropriate, as determined by the Service Recipient, to result in the Service Recipient receiving the same quality and scope of legal and compliance services as was provided by Service Provider or its Affiliates prior to the date hereof. $300,000 $ 112,000 per annum, in the aggregate*; provided, however, (i) if Tiptree or its subsidiaries acquire additional Businesses the parties will negotiate in good faith an increase in such fee based on the estimated additional time required to be spent on Tiptree matters; and (ii) subject to Section 3.01 of the TSA, for calendar year 2013 and each calendar year thereafter (x) no later than sixty (60) days after the beginning of such calendar year, Tricadia may make a proposal to Tiptree for an increase in the fee based on an increase in the actual documented costs of Tricadia in providing this Transition Service and (y) the independent directors of Tiptree and Tricadia shall negotiate in good faith any increase in the fee based on the actual documented costs of Tricadia. If, with respect to item (ii) of the preceding sentence, the independent directors of Tiptree and Tricadia, acting in good faith, are not able to agree on the increase in the fee within thirty (30) days after Tricadia makes its proposal, then the independent directors of Tiptree shall select an independent accounting firm of national reputation within three (3) Business Days of the end of such thirty (30) day period to determine the increase in the fee, if any, based on the increase in the actual documented costs of Tricadia. Such independent accounting firm shall then determine, within thirty (30) days of its appointment, the increase in the fee. Any such determination shall be final and binding on Tiptree, TAMCO and Tricadia. In connection with any determination of the increase in the fee, the cost of the independent accounting firm shall be allocated to and borne by TAMCO and Tricadia in the same proportion that the amount submitted to the independent accounting firm that is unsuccessfully disputed by such party (as finally determined by the independent accounting firm) bears to the total disputed amount. For illustration purposes only, if (a) Tricadia proposes a fee increase of 6%, (b) Tiptree proposes a fee increase of 3%, and (c) the independent accounting firm determines that the fee increase should actually be 5%, then (x) for purposes of the previous sentence, the total disputed amount is 3%, (y) the Tiptree disputed amount is 2% (i.e., the total disputed amount minus the Tiptree proposed increase), and (z) the Tricadia disputed amount is 1% (i.e., the Tricadia proposed increase minus the total disputed amount). In this example, the Tiptree disputed amount is 2/3 of the total disputed amount (i.e., 2% ÷ 3%), so Tiptree would bear 2/3 of the cost of the independent accounting firm and Tricadia would bear 1/3 of such expense. * Tiptree and/or its Affiliates may pay additional amounts in respect of any incentive compensation for such legal and compliance personnel provided hereunder. [THE NEXT PAGE IS THE SIGNATURE PAGE] Upon execution of this Transition Service Schedule by the undersigned, this Transition Service Schedule is hereby deemed incorporated into and made part of the TSA effective as of June 30, 2012. TIPTREE ASSET MANAGEMENT COMPANY, LLC TRICADIA HOLDINGS, L.P. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Title: Chief Financial Officer TRANSITION SERVICE SCHEDULE This is a Transition Service Schedule relating to that certain Transition Services Agreement (the “TSA”), dated as of June 30, 2012, between Tricadia Holdings, L.P., Tiptree Asset Management Company, LLC and, to the limited extent provided for therein, Tiptree Financial Partners, L.P. Capitalized terms used but not defined herein shall have such meanings ascribed to them in the TSA. 1. Service Provider: Tricadia Holdings, L.P. 2. Service Recipient: Tiptree Financial Partners, L.P. and the following subsidiaries thereof: Tiptree Asset Management Company, LLC, Tiptree Asset Management Holding Company, LLC, Tiptree Capital Management, LLC, Muni Capital Management, LLC, Tricadia Loan Management LLC and ▇▇▇▇▇ Management, LLC. 3. Start/End Date: The To the extent permitted under the terms of each applicable employee benefit plan, the Transition Services start on the Closing Date and end on December 31, 2013, but shall automatically continue in effect thereafter unless terminated pursuant to Section 7.02 of the TSA; provided, that, with respect to any particular benefit, the term shall be subject to the term, of such benefit plan.

Summary of Services. Service Name Description Fee Legal Provision of Chief Financial Officer of Tiptree and compliance services certain other finance/accounting personnel for Tiptree and the subsidiaries designated above. Service Provider will provide Service Recipient Tiptree with access to Service Provider’s internal legal counsel and compliance personnela Chief Financial Officer, whom Service Provider shall instruct to devote such time to the affairs of the Service Recipient from time to time as may be reasonably necessary or appropriateinitially ▇▇▇▇▇ ▇▇▇▇▇, as determined by the Service Recipientwell as other personnel with respect to servicing Tiptree’s finance and accounting requirements, to result in the Service Recipient receiving on substantially the same quality and scope of legal and compliance services basis as was currently provided by Service Provider or its Affiliates prior to Tiptree and its subsidiaries. The Chief Financial Officer and other finance/accounting personnel shall provide all of the finance and accounting services needed by Tiptree and the above-named subsidiaries to the date hereof. extent not provided by the Transferred Employees, including the following: (i) preparing the general ledger, (ii) general accounting, (iii) $300,000 350,000 per annum, in the aggregate*; provided, however, (i) if Tiptree or its subsidiaries acquire additional Businesses the parties will negotiate in good faith an increase in such fee based on the estimated additional time required to be spent on Tiptree matters; and (ii) subject to Section 3.01 of the TSA, for calendar year 2013 and each calendar year thereafter (x) no later than sixty (60) days after the beginning of such calendar year, Tricadia may make a proposal to Tiptree for an increase in the fee based on an increase in the actual documented costs of Tricadia in providing this Transition Service and (y) the invoicing, (iv) payment of payables, (v) collection of receivables, (vi) budget and financial analysis, (vii) payroll, (viii) preparation of financial statements, (ix) interfacing with outside auditors, (x) banking relationships and (xi) financing arrangements. The Chief Financial Officer of Tiptree shall report to the Chief Executive Officer of Tiptree, and such other finance/accounting personnel shall report to the Chief Financial Officer of Tiptree. independent directors of Tiptree and Tricadia shall negotiate in good faith any increase in the fee based on the actual documented costs of Tricadia. If, with respect to item (ii) of the preceding sentence, the independent directors of Tiptree and Tricadia, acting in good faith, are not able to agree on the increase in the fee within thirty (30) days after Tricadia makes its proposal, then the independent directors of Tiptree shall select an independent accounting firm of national reputation within three (3) Business Days of the end of such thirty (30) day period to determine the increase in the fee, if any, based on the increase in the actual documented costs of Tricadia. Such independent accounting firm shall then determine, within thirty (30) days of its appointment, the increase in the fee. Any such determination shall be final and binding on Tiptree, TAMCO and Tricadia. In connection with any determination of the increase in the fee, the cost of the independent accounting firm shall be allocated to and borne by TAMCO and Tricadia in the same proportion that the amount submitted to the independent accounting firm that is unsuccessfully disputed by such party (as finally determined by the independent accounting firm) bears to the total disputed amount. For illustration purposes only, if (a) Tricadia proposes a fee increase of 6%, (b) Tiptree proposes a fee increase of 3%, and (c) the independent accounting firm determines that the fee increase should actually be 5%, then (x) for purposes of the previous sentence, the total disputed amount is 3%, (y) the Tiptree disputed amount is 2% (i.e., the total disputed amount minus the Tiptree proposed increase), and (z) the Tricadia disputed amount is 1% (i.e., the Tricadia proposed increase minus the total disputed amount). In this example, the Tiptree disputed amount is 2/3 of the total disputed amount (i.e., 2% ÷ 3%), so Tiptree would bear 2/3 of the cost of the independent accounting firm and Tricadia would bear 1/3 of such expense. * It is anticipated that the Chief Financial Officer of Tiptree will be eligible to receive directly from Tiptree incentive compensation pursuant to Tiptree’s Long-Term Incentive Plan as determined by Tiptree’s Board of Directors (or compensation committee thereof) from time to time. In addition, Tiptree and/or its Affiliates may pay additional amounts in respect of any incentive compensation for such legal and compliance financial or accounting personnel provided hereunder. [THE NEXT PAGE IS THE SIGNATURE PAGE] Upon execution of this Transition Service Schedule by the undersigned, this Transition Service Schedule is hereby deemed incorporated into and made part of the TSA effective as of June 30, 2012. TIPTREE ASSET MANAGEMENT COMPANY, LLC TRICADIA HOLDINGS, L.P. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Title: Chief Financial Officer TRANSITION SERVICE SCHEDULE This is a Transition Service Schedule relating to that certain Transition Services Agreement (the “TSA”), dated as of June 30, 2012, between Tricadia Holdings, L.P., Tiptree Asset Management Company, LLC and, to the limited extent provided for therein, Tiptree Financial Partners, L.P. Capitalized terms used but not defined herein shall have such meanings ascribed to them in the TSA. 1. Service Provider: Tricadia Holdings, L.P. 2. Service Recipient: Tiptree Financial Partners, L.P. and the following subsidiaries thereof: Tiptree Asset Management Company, LLC, Tiptree Asset Management Holding Company, LLC, Tiptree Capital Management, LLC, Muni Capital Management, LLC, Tricadia Loan Management LLC and ▇▇▇▇▇ Management, LLC. 3. Start/End Date: The Transition Services start on the Closing Date and end on December 31, 2013, but shall automatically continue in effect thereafter therafter unless terminated pursuant to Section 7.02 of the TSA.