In exchange for their respective contributions, at closing:
- The Company will hold approximately 25% of the membership interests in, and will be the managing member of, the Operating Subsidiary, and
- Tiptree will hold approximately 75% of the membership interests in the Operating Subsidiary plus shares of Class B common stock of the Company, which shares will have voting rights but no economic rights. Upon redemption of each unit of membership interest redeemed by Tiptree, one share of Class B common stock of Care will be redeemed for no consideration.
- All currently outstanding shares of common stock of Care will be renamed Class A common stock, without any change in the economic or voting rights of such shares.