On December 31, 2012, Care Investment Trust Inc. entered into a Contribution Agreement with Tiptree Financial Partners, L.P. (Tiptree) and Tiptree Operating Company, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of the company. As of the Effective Date,
Tiptree owned approximately 90.8% of the issued and outstanding shares of the company's common stock, par value $0.001 per share. In connection with the Contribution Transactions and pursuant to the Contribution Agreement, on December 31, 2012, Salvatore (Torey) V. Riso, Jr., J. Rainer Twiford and Jean-Michel (Mitch) Wasterlain agreed to resign from the Board subject to, and effective at, the Closing. The company and Tiptree expect that Geoffrey Kauffman, the President and Chief Executive Officer of Tiptree, and Julia Wyatt, the Chief Financial Officer of Tiptree, will serve in such roles with the expanded company following the Closing. The company also expects that following the Closing Mr. Riso (President and Chief
Executive Officer) and Joseph B. Sacks (Principal Accounting Officer and Controller) who currently serve in these capacities, will continue to serve in such roles in connection with the continued management of Care's assets and business, which will be held by a subsidiary of the Operating Subsidiary.