| | Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee |
| | $ | | $ |
| Fees Previously Paid | $— | — | |
| Total Transaction Valuation | $ | ||
| Total Fees Due for Filing | $ | ||
| Total Fees Previously Paid | | ||
| Total Fee Offsets | | ||
| Net Fee Due | $ |
| (1) | Fee computed on table above
per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (2) | The maximum aggregate cash
consideration to be received by Tiptree Inc. in connection with the transaction
is $1,140,150,000.00. |
| (3) | In accordance with Section
14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule
0-11, the filing fee was determined as the product of the aggregate value of
the transaction as calculated in note (2) above and 0.00013810. |