FILED

MAR 06 2026

INSURANCE REGULATION
DESIGNED BY: ACADEMY

OFFICE OF INSURANCE REGULATION

MICHAEL YAWORSKY

COMMISSIONER

IN THE MATTER OF:

Application for the indirect Acquisition of
SOUTH BAY ACCEPTANCE CORPORATION,
by DB INSURANCE CO., LTD.

CONSENT ORDER

THIS CAUSE came for consideration upon the filing by DB INSURANCE CO., LTD.
(APPLICANT), with the FLORIDA OFFICE OF INSURANCE REGULATION (OFFICE)
of an application for the indirect acquisition of 100% of the voting securities of SOUTH BAY ACCEPTANCE CORPORATION (SOUTH BAY), pursuant to Section 628.4615, Florida
Statutes (“Application”). Following a complete review of the entire record, and upon consideration
thereof, and being otherwise fully advised in the premises, the OFFICE hereby finds as follows:

1. The OFFICE has jurisdiction over the subject matter and the parties herein.
2. APPLICANT has applied for and, subject to the present and continuing satisfaction of the requirements, terms, and conditions established herein, has satisfactorily met all of the conditions precedent to the granting of approval by the OFFICE for the indirect acquisition of SOUTH BAY, pursuant to the requirements of the Florida Insurance Code.
3. SOUTH BAY is a California corporation operating in Florida as a Premium Finance Company pursuant to Section 627.828. [^1]

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1. SOUTH BAY is owned 100% by LOTS Intermediate Co., a Delaware company, which is owned 100% by Fortegra Financial Corporation, a Delaware corporation, which is owned 100% by The Fortegra Group, Inc. (“Fortegra”), a Delaware company, which is owned 75.2% by Tiptree Holdings, LLC (“Tiptree”), a Delaware limited liability company, and 24.1% by WP Falcon Aggregator, LP, a Delaware limited partnership, with no other 10% or greater shareholders. The membership interest in Tiptree Holdings, LLC, is owned 100% by Tiptree, Inc., a Maryland corporation that is publicly traded on the NASDAQ under the symbol “TIPT” and whose only 10% or greater shareholder is Michael Barnes, who owns approximately 27% of the outstanding common stock.
2. APPLICANT is a South Korean insurance conglomerate whose voting interests are owned 11.29% by Nam-Ho Kim, with no other 10% or greater shareholders.
3. The Application represents that APPLICANT entered into a Merger Agreement with the current owners of SOUTH BAY on September 26, 2025, to acquire 100% of the voting securities of Fortegra (“Transaction”). As a result of the Transaction, SOUTH BAY will be indirectly owned 100% by APPLICANT.
4. If the OFFICE determines that any individual for whom APPLICANT and SOUTH BAY are required to submit background information as part of this Application is unacceptable under the Florida Insurance Code, APPLICANT or SOUTH BAY shall remove or cause the removal of said person within 30 days of notice from the OFFICE and replace them with a person or persons acceptable to the OFFICE or shall undertake such other corrective action as directed by the OFFICE. Failure to act would constitute an immediate serious danger to the public and the OFFICE may take administrative action as it deems appropriate upon the License of SOUTH BAY without further proceedings, pursuant to sections 120.569(2)(n) and 120.50(6).

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1. APPLICANT represents that, as a result of the Transaction, there are no present plans or proposals to make any substantive changes to SOUTH BAY, including liquidating it, selling any of its assets (except for transactions such as investment portfolio transactions in the ordinary course of business), merging or consolidating it with any person or persons, or making any other major change in its business operations, management, or corporate structure.
2. APPLICANT and SOUTH BAY represent that there are no agreements, written or oral, related to the Application or Transaction that have not been provided to the OFFICE.
3. Any material changes to the information submitted in the Application shall be reported to the OFFICE for its review prior to the closing of the Transaction. APPLICANT and SOUTH BAY acknowledge that if the OFFICE determines that any of these reported changes would have a material negative impact to the financial condition or operation of SOUTH BAY, the OFFICE may rescind its approval as granted in this Consent Order by written notice to APPLICANT or SOUTH BAY.
4. Within ten business days after the Transaction is completed, APPLICANT or SOUTH BAY shall submit, or cause to be submitted, to the OFFICE all documents evidencing completion of the Transaction not already provided to the OFFICE. Further, APPLICANT or SOUTH BAY shall notify the OFFICE within three business days of a final determination that the Transaction will not occur.
5. All parties to this Consent Order acknowledge that completion of the Transaction is subject to obtaining any other requisite regulatory or governmental approvals, and that this Consent Order shall be deemed null and void if the Transaction is not completed within 120 days of the execution of this Consent Order. Accordingly, if APPLICANT fails to receive any other requisite approvals, or the Transaction is not completed timely, the provisions of this Consent Order shall terminate automatically and have no effect.

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1. Any prior orders, consent orders, or corrective action plans that SOUTH BAY has entered into with the OFFICE prior to the execution of this Consent Order shall apply and remain in full force and effect for SOUTH BAY, except where provisions of such orders, consent orders, or corrective action plans have expired; have been superseded by subsequent orders, consent orders, or corrective action plans; or are inconsistent with this Consent Order.
2. APPLICANT and SOUTH BAY affirm that all information, explanations, representations, statements, and documents provided to the OFFICE in connection with this Application, including all attachments and supplements thereto, are true and correct and fully describe all transactions, agreements, ownership structures, understandings, and control with regard to the acquisition and future operations of SOUTH BAY. APPLICANT and SOUTH BAY further agree and affirm that said information, explanations, representations, statements, and documents, including all attachments and supplements thereto, are material to the issuance of this Consent Order and have been relied upon by the OFFICE in its determination to enter into this Consent Order.
3. Any deadlines, reporting requirements, other provisions, or requirements set forth in this Consent Order may be altered or terminated by written approval of the OFFICE. Such approval must be requested in writing prior to any proposed deviation from the terms of this Consent Order.
4. APPLICANT and SOUTH BAY affirm that all requirements set forth herein are material to the issuance of this Consent Order.
5. APPLICANT and SOUTH BAY expressly waive a hearing in this matter, the making of findings of fact and conclusions of law by the OFFICE, and all further and other proceedings herein to which they may be entitled by law or rules of the OFFICE. APPLICANT and SOUTH BAY hereby knowingly and voluntarily waive all rights to challenge or to contest

this Consent Order in any forum available to them, now or in the future, including the right to any
administrative proceeding, state or federal court action, or any appeal.
18. Each party to this action shall bear its own cost and fees.
19. APPLICANT and SOUTH BAY agree that, upon execution of this Consent Order,
failure to adhere to one or more of the terms and conditions contained herein may result, without
further proceedings, in the OFFICE suspending, revoking, or taking other administrative action as
it deems appropriate upon the License of SOUTH BAY in this state, in accordance with sections
120.569(2)(n) and 120.50(6).
20. The parties agree that this Consent Order shall be deemed executed when the
OFFICE has signed a copy of this Consent Order bearing the notarized signatures of the authorized
representatives of APPLICANT and SOUTH BAY.

WHEREFORE, subject to the terms and conditions set forth above, the Application for
the approval of the indirect acquisition of 100% of the voting securities of SOUTH BAY
ACCEPTANCE CORPORATION by DB INSURANCE CO., LTD., pursuant to section
628.4615, IS APPROVED.

FURTHER, all terms and conditions contained herein are hereby ORDERED.

DONE and ORDERED this 6 day of March, 2026.

[Seal of the State of Florida Office of Insurance Regulation]

MICHAEL YAWORSKY
Commissioner
Office of Insurance Regulation

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By execution hereof, SOUTH BAY ACCEPTANCE CORPORATION consents to entry
of this Consent Order, agrees without reservation to all the above terms and conditions, and shall
be bound by all provisions herein. The undersigned represents that they have the authority to bind
SOUTH BAY ACCEPTANCE CORPORATION to the terms and conditions of this Consent
Order.

SOUTH BAY ACCEPTANCE CORPORATION

By: [Signature]
Print Name: John Short
Title: Secretary
Date: 2/26/2026

STATE OF Florida
COUNTY OF Duval

The foregoing instrument was acknowledged before me by means of physical presence
or online notarization, this 26th day of Feb, 2026, by John Short (name of person)
as Officer (type of authority, e.g., officer, trustee, attorney in fact) for South Bay Acceptance Corp (company name)

[Signature of Notary]
April R. Snipes
(Signature of the Notary)

[Notary Seal]
Notary Public State of Florida
April R. Snipes
My Commission Expires: 3/2/2029

Personally Known OR Produced Identification
Type of Identification Produced:
My Commission Expires: 3/2/2029

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By execution hereof, DB INSURANCE CO., LTD., consents to entry of this Consent
Order, agreed without reservation to all the above terms and conditions, and shall be bound by all
provisions herein. The undersigned represents that they have the authority to bind DB
INSURANCE CO., LTD., to the terms and conditions of this Consent Order.

DB INSURANCE CO., LTD.

By: [Signature]
Print Name: Jong Pyo Jeong
Title: CEO
Date: 2/29/2026

STATE OF Seoul
COUNTY OF South Korea

The foregoing instrument was acknowledged before me by means of physical presence
or online notarization, this 29th day of Feb, 2026, by Jong Pyo Jeong (name of person)
as CEO (type of authority, e.g., officer, trustee, attorney in fact) for DB Insurance Co., Ltd. (company name)

[Signature of Notary]
Choi Seong Jun
(Signature of the Notary)

[Notary Seal]
CHOI YEONG JUN
DONG BANG LAW & NOTARY OFFICE INC.
3F, 187, Toegye-ro, Jung-gu, Seoul, Korea

Attorney at Law & Notary Public CHOI YEONG JUN
This office has been authorized by the Minister of Justice,
the Republic of Korea, to act as Notary Public since
Apr. 26, 1984, under Law No.5

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COPIES FURNISHED TO:

JOSEPH KELLER,
ASSISTANT VICE PRESIDENT
Fredric Marro & Associates, P.C. |
Westmont Associates, Inc.
1763 North Plum East, Suite 200
Cherry Hill, NJ 08003
Telephone: 856-216-0220 ext. 238
Email: pockelller@westmontlaw.com

RICHARD KAHLBAUGH,
PRESIDENT
South Bay Acceptance Corporation
The Fortegra Group, Inc.
10751 Deerwood Park Blvd., Suite 2200
Jacksonville, FL 32256
Telephone: 904-950-9460
Email: rkahlbaugh@fortegra.com

JONG PYO JEONG,
CHIEF EXECUTIVE OFFICER
DB Insurance Co., Ltd.
DB Insurance Center,
232, Insadong, Jongno-gu,
Seoul, Korea 06194
Telephone: +82-2-3011-3006
Email: beirmark@dbins.co.kr

ALISON STERETT,
FINANCIAL ADMINISTRATOR
Property & Casualty Financial Oversight
Florida Office of Insurance Regulation
200 East Gaines Street
Tallahassee, FL 32399

RYAN SHAFFER, FINANCIAL
EXAMINER ANALYST SUPERVISOR
Property & Casualty Financial Oversight
Florida Office of Insurance Regulation
200 East Gaines Street
Tallahassee, FL 32399

JONATHAN DYE,
FINANCIAL CONTROL ANALYST
Property & Casualty Financial Oversight
Florida Office of Insurance Regulation
200 East Gaines Street
Tallahassee, FL 32399

KEVIN NEJA,
ASSISTANT GENERAL COUNSEL
Florida Office of Insurance Regulation
200 East Gaines Street
Tallahassee, FL 32399
Telephone: (850) 413-4144
Email: kevin.neja@floir.com

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[Korean text and seal]

[공증인가 동방종합법무법인]
Registered No. 2026 - 1497

NOTARIAL CERTIFICATE

인
위
동의
기재된
DB
보험보험(주)
대표이사 정종표
은
본 공증인의 면에서 위 서증서에
자기가 기명날인한 것임을 자인하였다.

2026년 3월 3일
이 사무소에서 위 인증한다.

서울중앙지방법원 검찰청 소속
동방법무법인 박계로 187, 3층
(필동1가 국제빌딩)
공증담당
변호사

JONG PYO JEONG
President & Coo
DB Insurance Co., Ltd.

personally appeared before
me and admitted his(her)
subscription to the attached

CONSENT ORDER

This is hereby attested on
this 3rd day of Mar.
2026 at this office.

BELONG TO SEOUL CENTRAL DISTRICT PROSECUTORS OFFICE
DONG BANG LAW & NOTARY OFFICE INC.
3F, 187, Toegye-ro, Jung-gu, Seoul, Korea

Choi Seong Jun
(Signature of the Notary)

[Notary Seal]

Attorney at Law & Notary Public CHOI YEONG JUN
This office has been authorized by the Minister of Justice,
the Republic of Korea, to act as Notary Public since
Apr. 26, 1984, under Law No.5

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[Korean text and seal]

[공증인가 동방종합법무법인]
Registered No. 2026-1497

[Border]

NOTARIAL CERTIFICATE

[Border]

DONG BANG LAW & NOTARY OFFICE INC.
187, Toegye-ro, Jung-gu, Seoul, Korea

[Seal]

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[^1]: All statutory references contained herein refer to Florida Statutes (2025), unless otherwise noted.