2202: STOCK PURCHASE AGREEMENT AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is entered into on July 30, 2009, by and among FPIC Insurance Group, Inc., a Florida corporation (" FIG "), First Professionals Insurance Company, Inc., a Florida stock insurance company and a direct wholly owned subsidiary of FIG (“FPIC” and, collectively with FIG, “Buyer”), FPIC Merger Corp., a Nevada corporation and a direct wholly owned subsidiary of FPIC (“ Merger Co ”), Advocate, MD Financial Group Inc., a Nevada corporation (" Company "), the individuals named herein as the Stockholders Representative, and the stockholders and warrant holders of the Company that execute and deliver to Company a joinder agreement (“ Joinder Agreement” ) in the form attached hereto as Exhibit A (each sometimes referred to herein as a “ Seller ” and collectively as the “ Sellers ”). Buyer, Merger Co, Company, Stockholders Representative and Sellers are referred to collectively herein as the " Parties " or in the singular as a " Party "

WHEREAS, the Boards of Directors of Buyer, Merger Co and Company have each determined that it is advisable and in the best interests of their respective companies and stockholders for Buyer to acquire Company upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance of such acquisition, it is proposed that Company will use commercially reasonable efforts to cause the holders of its capital stock and warrants to enter into this Agreement (as it may be amended from time to time) by executing and delivering Joinder Agreements and to sell their interests in Company to Buyer on the terms and conditions hereof (the “ Stock Purchase ”);

WHEREAS, the Boards of Directors of Buyer and Merger Co have approved the transactions contemplated hereby, including the Stock Purchase;

WHEREAS, the Board of Directors of Company has (a) approved this Agreement and the merger transactions contemplated hereby involving the Company, (b) determined this Agreement to be in the best interest of Company and the holders of capital stock and warrants for capital stock of Company based upon industry trends and conditions, the current market for strategic transactions in such industry, input from the Company's investment bankers, requests made by Company Holders for liquidity and other considerations and circumstances as deemed by the Board of Directors to be relevant to such determination, and (c) resolved and agreed, subject to the terms and conditions contained herein, to recommend that holders of capital stock and warrants for capital stock of Company sell their interests as part of the Stock Purchase and to vote their Shares (as hereinafter defined) in favor of the Merger (as hereinafter defined);

WHEREAS, also in furtherance of such acquisition and in order to preserve the value and good will of Company and its Subsidiaries for Buyer, Mark E. Adams contemporaneously herewith is entering into an amended and restated Executive Employment Agreement with Company and a Non-Competition Agreement with Buyer and Company;

WHEREAS, also in furtherance of such acquisition, the Boards of Directors of Buyer, Merger Co and Company have each approved the merger of Merger Co with and into Company in accordance with the Nevada Revised Statutes (“ Nevada Law ”) pursuant to which each issued and outstanding Company Share (as hereinafter defined) not owned by Buyer and not constituting Dissenting Shares (as hereinafter defined) will be converted into the right to receive the per Company Share consideration paid pursuant to the Stock Purchase and upon the terms and subject to the conditions set forth herein;

WHEREAS, in order to induce Buyer and Merger Co to enter into this Agreement, concurrently herewith certain Company Holders (as hereinafter defined) are executing and delivering Joinder Agreements to Company contemporaneously with the execution and delivery of this Agreement by Buyer and Merger Co; and

WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection herewith;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Section 1.         Definitions .  

" Additional Consideration " means the consideration, if any, payable to former Company Holders pursuant to the provisions of the Earnout Agreement.

" Additional Consideration Per Company Share " means an amount equal to the result obtained by dividing Additional Consideration by the aggregate number of Company Shares outstanding or subject to issuance on exercise of outstanding Company Warrants immediately before the Effective Time.

" Adverse Consequences " means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, commercially reasonable amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

" Affiliate " has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

" Affiliated Group " means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local or foreign law.

" Allocable Portion " means with respect to the share of any Seller in a particular amount, that fraction equal to the number of Company Shares the Seller holds as set forth in Section 4(b) of the Disclosure Schedule over the total number of Company Shares.

" Annual GAAP Financial Statements " has the meaning set forth in Section 4(g)(i) below.

" Annual Report " has the meaning set forth in Section 4(g)(i) below.

" Applicable Rate " means the corporate base rate of interest publicly announced from time to time by Frost National Bank plus two percent (2.0%) per annum.

" Buyer " has the meaning set forth in the preface above.

" Buyer Knowledge Group" means   any of John R. Byers, Charles Divita III and Robert White.

" Certificate of Merger " has the meaning set forth in Section 2(e)(i) below.

" Closing " means the closing of the Stock Purchase or the Merger, whichever first occurs, and the transactions to occur in conjunction with such closing as contemplated by this Agreement. References to the Stock Purchase Closing means only the Closing of the Stock Purchase and references to the Merger Closing means only the Closing of the Merger.

" Closing Consideration " means Thirty Three Million Six Hundred Thousand Dollars ($33,600,000), less (a) the amount of Incentive Bonus payable immediately before Closing, less (b) Excess Transaction Expenses, if any, and (c) less the amount, if any, of the Loss Reserves shown in the Most Recent Statutory Financial Statements that are less than 103% of the loss reserve amount shown in the Closing Reserve Study.

" Closing Consideration Per Company Share " means an amount equal to the result obtained by dividing the Closing Consideration by the aggregate number of Company Shares outstanding or subject to issuance on exercise of outstanding Company Warrants immediately before the Closing.

" Closing Date " has means the date on which Closing occurs and references to “Stock Purchase Closing Date” or “Merger Closing Date” shall mean the date on which the Stock Purchase or the Merger, respectively, occurs.

" Closing Reserve Study ” means a study of the statutory loss reserves of the Insurance Company as of June 30, 2009, to be performed by Company Actuary and delivered to Company.

" Code " means the Internal Revenue Code of 1986, as amended.

" Company " has the meaning set forth in the preface above.

" Company Actuary " means Milliman, Inc.

" Company Group Benefit Plan " has the meaning set forth in Section 4(o)(i) below.

" Company Common Share " means any share of the Company Common Stock.

" Company Common Stock " means the common stock, par value $.005 per share, of Company.

" Company Employee " has the meaning set forth in Section 10(a) below.

" Company Group Employee Agreement " has the meaning set forth in Section 4(o)(i) below.

" Company Holder " means each holder of Company Common Stock, Company Preferred Stock or Company Warrants.

" Company Knowledge Group" means   any of Mark E. Adams, Steven W. Loranger, Thomas J. Smith, or Timothy P. Reardon.

" Company Preferred Stock " means the preferred stock, par value $.005, Series A and Series B, of Company.

" Company Preferred Share " means any share of the Company Preferred Stock.

" Company Share " means any outstanding Company Common Share and any Company Common Share into which any outstanding Company Preferred Stock is convertible or for which any outstanding Company Warrant is exercisable.

"Company Warrant" means any warrant or other option that Company has issued to a holder that may be exercised for one or more Company Common Shares.

" Confidential Information " means any information concerning the business and affairs of Company and its Subsidiaries that is not already generally available to the public.

" Confidentiality Agreement " means the Confidentiality and Nondisclosure Agreement, dated December 3, 2008, between Buyer and Company.

" Contract " means any binding agreement, commitment, consensual obligation, promise, undertaking or contract (whether written or oral and whether express or implied), including but not limited to any such (a) employment and consulting agreements; (b) joint venture and partnership agreements; (c) agreements restricting the right of a Person to compete with any other Person; (d) loan agreements, indentures, promissory notes and conditional sales agreements, pledges, security agreements, deeds of trust, financing statements and all documents granting or evidencing a Lien on any assets or rights of a Person, and obligations of reimbursement to any issuer of a letter of credit; (e) guarantees and assumptions of any obligation of another Person; (f) undertakings related to the purchase or sale of assets; (g) agreements relating to capital expenditures; (h) licenses, whether as licensor or licensee, of any invention (whether patented or not), trade secret, know-how, copyright, trademark or trade name or other intellectual property, except for pre-packaged software; (i) Leases, including subleases of, and options relating to, real estate; (j) Leases as lessee or lessor of tangible personal property; (k) capitalized leases and sale-leasebacks; (l) data licensing, distribution, supply and development agreements and Internet or web-site agreements; (m) royalty agreements; (n) revocable and irrevocable powers of attorney and proxies; (o) software agreements, except for pre-packaged software; (p) promotional and advertising agreements; provided, however, the term “ Contract ” will not include oral agreements, oral commitments, oral consensual obligations, oral promises, oral undertakings or oral contracts not Known to Company or insurance policies or contracts (other than reinsurance policies or contracts), or commitments or proposals to issue or write insurance policies or contracts, issued or made by Company in the Ordinary Course of Business.

" Disclosure Schedule " has the meaning set forth in Section 4 below.

" Dissenting Shares " has the meaning set forth in Section 2(e)(v) below.

" Earnout Agreement " means the Earnout Agreement between Buyer and Stockholders Representative, substantially in the form attached hereto as Exhibit B .

" Effective Time " has the meaning set forth in Section 2(e)(i) below.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" Excess Transaction Expenses " means, if Extended Coverage is not obtained by Company prior to Closing, Transaction Expenses in excess of Five Hundred Thousand Dollars ($500,000) or, if Extended Coverage is obtained by Company prior to Closing, Transaction Expenses in excess of Five Hundred Fifty Thousand Dollars ($550,000), in either case to the extent incurred or accrued after June 30, 2009 and on or before the Closing Date.

" Extended Coverage " has the meaning set forth in Section 6(d) below.

" FIG " has the meaning set forth in the preface above.

" Financial Statements " has the meaning set forth in Section 4(g)(i) below.

" Fox-Pitt " means Fox-Pitt Kelton Cochran Caronia Waller, the investment banking firm that has represented Company in connection with the transactions contemplated by this Agreement.

" FPIC " has the meaning set forth in the preface above.

" GAAP " means accounting principles generally accepted in the United States as in effect from time to time, consistently applied.

" hereunder ," " hereof , " " hereto ,"  and words of similar import shall be deemed references to this Agreement and its Annexes and Disclosure Schedule, as a whole, but not to the Exhibits and not to any particular Section or other provision hereof.

" Incentive Bonus" means five percent (5%) of the Closing Consideration (for purposes of this definition only, Closing Consideration shall be determined without giving effect to the reduction for the Incentive Bonus as stated in the definition of Closing Consideration) and, when determined and payable under the Earnout Agreement, of Additional Consideration, if any, to be allocated by Company's Board of Directors prior to Closing.

" Income Tax " means any federal, state, local, or foreign income tax measured by or imposed on net income, including any interest, penalty, or addition thereto, whether disputed or not.

" Income Tax Return " means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto.

" Indemnification Ceiling " has the meaning set forth in Section 8(b)(i) below.

" Indemnified Party " has the meaning set forth in Section 8(d) below.

" Indemnifying Party " has the meaning set forth in Section 8(d) below.

" Insurance Subsidiary " means Advocate, MD Insurance Company of the Southwest, Inc.

" Intellectual Property Assets " means all intellectual property owned or licensed (as licensor or licensee) by Company or any of its Subsidiaries in which Company or any of its

Subsidiaries has a proprietary interest, including all Marks, patents, Copyrights, trade secrets, Net Names and rights in mask works.

" Joinder Agreement " has the meaning set forth in the preface above.

"June 30, 2009 Internal Financial Statements" has the meaning set forth in Section 4(g)(i) below.

" Knowledge " means actual knowledge without independent investigation, except that “ Knowledge ”, to a Person’s “ Knowledge ”, “ known to ” a Person or a similar phrase, with respect to Company, means the actual knowledge of any member of the Company Knowledge Group, and, with respect to Buyer, means the actual knowledge of any member of the Buyer Knowledge Group, as of the relevant date after reasonable inquiry given the nature of such individual’s position and responsibilities.

" Leased Real Property " means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property that is used in Company's or any of its Subsidiaries' business.

" Leases " means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which Company or any of its Subsidiaries holds any Leased Real Property or leases any equipment or other personal property.

" Legal Requirement " means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, order, statute or treaty.

" Letter of Transmittal " has the meaning set forth in Section 2(e)(vi)(B) below.

" Lien " means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

" Loss Reserves " means Company’s estimate, which will be stated  net of any related reinsurance arrangements, of the amounts expected to be paid out in the future on account of all insured events and reflected in the Most Recent Statutory Financial Statements  (i.e., its “carried reserves”), and comprising estimated case reserves on reported claims (which include a provision for case reserve development to the expected ultimate amount) plus estimated insured losses and loss adjustment expenses incurred but not reported.   

" Material Adverse Effect " or " Material Adverse Change " means any effect or change that would be or is reasonably likely to be materially adverse to the financial condition, business or results of operations of Company and its Subsidiaries, taken as a whole, or to the ability of  Company or the Company Holders possessing the minimum requisite vote to approve the Merger to consummate timely the transactions contemplated hereby; provided that none of the following will be deemed to constitute, and none of the following will be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to (1) general business or economic conditions affecting the United States taken as a whole or the industries in which the

Company operates taken as a whole, to the extent not having a materially disproportionate effect on Company and its Subsidiaries taken as a whole, (2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (3) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (4) changes in GAAP, (5) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Body not having a materially disproportionate effect on Company and its Subsidiaries taken as a whole, or (6) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby in accordance with the terms hereof, (b) any failure, in and of itself, by the Company or its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement, (c) any existing event, occurrence, or circumstance relating to the  Company and its Subsidiaries with respect to which Buyer has, and Company does not have, Knowledge as of the date hereof, and (d) any adverse change in or effect on the business of the Company and its Subsidiaries that is cured (without a Material Adverse Effect or Material Adverse Change) by Sellers to the reasonable satisfaction of Buyer before the earlier of (1) the Closing Date and (2) the date on which this Agreement is terminated pursuant to Section 9 hereof.

" Merger " has the meaning set forth in Section 2(e)(i) below.

" Merger Closing Consideration " has the meaning set forth in Section 2(e)(iii)(A) below.

" Most Recent Financial Statements " has the meaning set forth in Section 4(g)(i) below.

" Most Recent GAAP Financial Statements " has the meaning set forth in Section 4(g)(i) below.

" Most Recent Statutory Financial Statements " has the meaning set forth in Section 4(g)(i) below.

" Ordinary Course of Business " means the ordinary course of business of the subject Person consistent with past custom and practice (including with respect to quantity and frequency).

" Party " or " Parties " has the meaning set forth in the preface above.

" Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a Governmental Body.

" Proportionate Share " means the product of (i) the total losses, damages and expenses described in Section 2(l)(v) below, and (ii) the percentage that the outstanding Company Shares owned, or subject to issuance on exercise of outstanding Company Warrants owned, by the referenced Company Holder constitutes of all Company Shares.

" Proxy Statement " means the proxy statement or information statements prepared for the Company Holders and describing the transactions contemplated in this Agreement, together with any amendments or supplements thereto.

" Purchase Price " means the sum of the Closing Consideration and the Additional Consideration, if any.

" Quarterly Report " has the meaning set forth in Section 4(g)(i) below.

" Secretary " has the meaning set forth in Section 2(e)(i) below.

" Securities Act " means the Securities Act of 1933, as amended.

" Securities Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Seller " has the meaning set forth in the preface above.

" Share Certificates " means the certificates evidencing Company Common Shares or Company Preferred Shares.

" Shares " means the Company Common Shares or Company Preferred Shares.

" Surviving Corporation " has the meaning set forth in Section 2(e)(i) below.

" Tax " or " Taxes " means any federal, state, local, or foreign Income Tax, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

" Tax Return " means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

" Third Party Claim " has the meaning set forth in Section 8(d) below.

" Transaction Expenses " means the expenses of Stockholders Representative paid or payable by Company pursuant to Section 2(l)(v) below, and the expenses of Company and its Subsidiaries, incurred prior to Closing in connection with the transactions contemplated hereby, but shall not include an accrual, if any prior to Closing, of severance pay for Mark E. Adams or the expenses of Company’s 2009 employee bonus program.

" Warrant Certificate " means the certificates or other documents representing or comprising Company Warrants.

" Warrant Merger Closing Consideration " has the meaning set forth in Section 2(e)(iv) below.

Section 2.          The Stock Purchase and the Merger .

(a)            Solicitation of Joinder Agreements.   Between the date hereof and the Closing Date, Company and the Stockholder Representative will use commercially reasonable  efforts to obtain the execution and delivery of a Joinder Agreements from each Company Holder, together with (i) the Share Certificates and Warrant Certificates evidencing any Shares and Company Warrants held by such Company Holder, (ii) stock transfer powers executed in blank with respect to such Shares, (iii) proxies naming the Stockholders Representative as the Company Holders proxy with directing the Stockholders Representative to vote or give a written consent with respect to the Shares held by such Company Holder to approve this Agreement and the Merger and to vote or give a written consent with respect to such Shares on any other matters that may be presented at the Special Meeting of Company Holders and any adjournment thereof, and (iv) a notice of exercise of any Company Warrants held by such Company Holder that becomes effective immediately before the Closing.

(b)            Stock Purchase .     On and subject to the terms and conditions of this Agreement, at the Stock Purchase Closing, (i) the Stockholders Representative will, acting as attorney-in-fact for each Seller pursuant to its power authority granted in Section 2(l) below, take all such actions (other than payment of the exercise price) as may be necessary to exercise each Company Warrant held by a Seller into or for Company Shares; and (ii) following the completion of such exercises of Company Warrants, either FIG or FPIC will purchase (with the allocable portions to be purchased by each to be determined by Buyer in its discretion) from each Seller, and each Seller agrees to sell to such Buyer, each of his, her, or its Shares (and specifically authorizes the Stockholders Representative to deliver to such Buyer the Share Certificates evidencing such Shares together with the related stock transfer powers) for the Closing Consideration Per Company Share (less, in the case of Company Shares issued pursuant to the exercise of Company Warrants at the Closing without payment of the exercise price as contemplated by the previous provisions of this Section 2(b), the exercise price for such Company Shares).  Buyer agrees to pay, without interest, the amounts due to each Seller by wire transfer or delivery of other immediately available funds either to the account designated for such purpose by such Seller in the Joinder Agreement or, if no such account is designated, by Buyer's check payable to

the Seller and mailed to the Seller’s address specified in the Joinder Agreement. Each Seller will also be entitled to receive from Buyer any Additional Consideration Per Company Share in respect of each Share sold by such Seller as part of the Stock Purchase, which will be payable at the times and in the manner specified in the Earnout Agreement.

(c)            Short-Form Merger; Merger by Written Consent .  In the event that the Sellers hold Shares or Company Warrants representing at least 90% of the Company Shares (other than Company Shares subject to issuance on exercise of outstanding Company Warrants held by Persons other than Sellers), the Parties will, at the request of Buyer, take all necessary and appropriate action to cause the Merger to become effective upon the Closing, or as soon as practicable thereafter, without a Special Meeting of Holders of Shares, in accordance with Section 92A.180 of Nevada Law or pursuant to the immediately following sentence.  In the event that the Sellers hold Shares or Company Warrants representing at least a majority of the total voting power of the Shares and of each class of Company Preferred Stock, the Parties will, if requested by Buyer, take all necessary and appropriate action, including without limitation by executing appropriate consents in writing under Section 78.320 of Nevada Law, to cause the Merger to be approved by Company Holders and to become effective, whether or not the Stock Purchase Closing has occurred, as soon as practicable, without a Special Meeting of Holders of Shares.

(d)            Stockholders' Meeting .  In the event that the Sellers hold Shares or Company Warrants representing at least a majority of the total voting power of the Shares and of each class of Company Preferred Stock, and if Buyer is not required and does not choose to effect the Merger in accordance with Section 2(c) above, Company and the Stockholders Representative will, in accordance with applicable Legal Requirements and Company’s Articles of Incorporation and Bylaws, (i) duly call, give notice of, convene and hold an annual or special meeting of the holders of its Shares as soon as practicable following the satisfaction or waiver of all conditions contained in Section 7(a) and Section 7(b) below, other than the condition contained in Section 7(a)(x) (concerning Company Holders representing 90% of all Company Shares having consented to the Merger and, if the Stock Purchase Closing has not then occurred, other than conditions with respect to actions the respective Parties are contemplated hereby to take at the Closing itself) for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby, (ii) include in the Proxy Statement the recommendation of Company’s Board of Directors that the Company Holders approve this Agreement, the Merger and the transactions to be consummated in connection with the Merger Closing, and(iii)  use their commercially reasonable efforts to obtain such approval.  To the extent permitted by applicable Legal Requirements, Buyer and Merger Co each agree, and, if the Stock Purchase Closing has not then occurred, each Seller agrees to vote all Company Shares beneficially owned by such Person in favor of the Merger.  Buyer may elect in connection with a Merger effected pursuant to this Section 2(d) to forego the Stock Purchase and the other actions contemplated by Section 2(b) above, in which event the Sellers, and their Company Shares, will be treated in the manner contemplated by the Merger. The Parties will take all necessary and appropriate action to cause the Merger to become effective immediately upon conclusion of such shareholders meeting, or as soon as practicable thereafter, in accordance with Nevada Law.

(i)          The Merger; Effective Time; Effect of Merger .  On and subject to the terms and conditions of this Agreement, and in accordance with Nevada Law, at the Effective Time, Merger Co will be merged with and into Company (the " Merger ").  As a result of the Merger, the separate corporate existence of Merger Co will cease and Company will continue as the surviving corporation of the Merger (the “ Surviving Corporation ”).  The Parties will cause the Merger to be consummated by filing on the Merger Closing Date a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Nevada (the “ Secretary ”) in such form as is required by, and executed in accordance with the relevant provisions of, Nevada Law.  The effect of the Merger will be as provided in the applicable provisions of Nevada Law.  The term “ Effective Time ” means the date and time of the filing of the Certificate of Merger with the Secretary (which will be upon the Merger Closing or as soon as practicable thereafter, or such later time as may be agreed in writing by Buyer and Stockholders Representative and specified in the Certificate of Merger).

(ii)         Articles of Incorporation; Bylaws; Officers and Directors .  At the Effective Time and subject to the provisions of Section 6(d) below;

(A) with respect to a Merger pursuant to Section 2(c) above, the Articles of Incorporation and Bylaws of Surviving Corporation, as in effect immediately prior to the Effective Time, will be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended as permitted by Nevada Law;

(B) with respect to a Merger pursuant to Section 2(d) above, (1) the Articles of Incorporation of Merger Co, as in effect immediately prior to the Effective Time, will be the Articles of Incorporation of the Surviving Corporation until thereafter amended as permitted by Nevada Law provided that the name will be Advocate, MD Financial Group Inc., and (2) the Bylaws of Merger Co, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended as provided by Nevada Law and such Bylaws; and

  (C) the directors of Merger Co immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until a successor is elected or appointed and has qualified or until the earliest of such director’s death, resignation, removal or disqualification, and the officers of Merger Co immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or as otherwise provided in the Bylaws of the Surviving Corporation.

(iii)            Conversion of Securities .  At the Effective Time, by virtue of the Merger and without any action on the part of Merger Co, Company or the Company Holders:

(A) Each Company Common Share and each Company Preferred Share issued and outstanding immediately prior to the Effective Time (other than any such Shares that are to be canceled pursuant to Section 2(e)(iii)(B) below and any Dissenting Shares (as hereinafter defined)) will be canceled and will be converted automatically into the right to receive, upon surrender, in the manner provided in Section 2(e)(vi) below, of the certificate that formerly evidenced such share, (x) an amount equal to the Closing Consideration Per Company Share in cash payable, without interest, to the Company Holder of such Share (the “ Merger Closing Consideration ”) and (y) amounts equal to the Additional Consideration Per Company Share payable at the times and in the manner specified in the Earnout Agreement.  All such Shares when so converted will no longer be outstanding and will automatically be cancelled and retired and each Company Holder of a Share Certificate evidencing such Shares will cease to have any rights with respect thereto, except the right to receive the Closing Consideration Per Company Share and any Additional Consideration Per Company Share with respect to such Shares, without interest;

(B) Each Share held in the treasury of Company and each Share owned by Merger Co, FIG or FPIC or any direct or indirect wholly owned subsidiary of FIG, FPIC or Company immediately prior to the Effective Time will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto; and

(C) Each share of Common Stock, par value $0.005 per share, of Merger Co issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $0.005 per share, of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

(iv)            Company Warrants .  Immediately after the Effective Time, each outstanding Company Warrant will, subject to Company’s receipt of any required consent of the holders of such Company Warrants, be cancelled by the Surviving Corporation, and each holder of a cancelled Company Warrant will be entitled to receive (A) from the Surviving Corporation at the same time as payment of the Merger Closing Consideration for Company Common Shares and Company Preferred Shares is made by the Surviving Corporation in connection with the Merger, in consideration for the cancellation of such Company Warrant, an amount in cash equal to the product of (x) the number of Company Shares previously subject to issuance on exercise of such Company Warrant and (y) the excess, if any, of the Closing Consideration Per Company Share over the exercise price per Company Share previously subject to issuance on exercise of such Company Warrant (the “ Warrant Merger Closing Consideration ”), and (B) from Buyer, any Additional Consideration Per Company Share in respect of the Company Shares previously subject

to issuance on exercise of such Company Warrant, which will be payable at the times and in the manner specified in the Earnout Agreement.  Each Company Warrant that is not canceled as described above will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Warrant, except that each of the Company Shares for which such Company Warrant is exercisable will at the Effective Time be converted into the right to receive an amount in cash equal to the Closing Consideration Per Company Share for each Company Share subject to issuance on exercise of such Company Warrant and any Additional Consideration Per Company Share that will become payable under the Earnout Agreement after date of exercise of such Company Warrant.

(v)          Dissenting Shares .  Notwithstanding any provision of this Agreement to the contrary, Company Common Shares and Company Preferred Shares that are outstanding immediately prior to the Effective Time and that are held by Company Holders who are not Sellers and who will not have voted in favor of the Merger or consented thereto in writing and who will have timely demanded dissenters’ rights in accordance with applicable Nevada Law (collectively, the “ Dissenting Shares ”) will not be converted into or represent the right to receive the Merger Consideration.  Such  Company Holders will be entitled to receive payment of such consideration as may be determined to be due in respect of such Dissenting Shares held by them in accordance with the provisions of Nevada Law, except that all Dissenting Shares held by Company Holders who effectively will have withdrawn or lost their rights to demand appraisal of such Dissenting Shares under Nevada Law will thereupon be deemed to have forfeited such dissenters’ rights and converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Closing Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2(e)(vi) below, of the Share Certificate or Share Certificates that formerly evidenced such Shares.  Company will give Buyer (i) prompt notice of any written notice of intent to seek dissenters’ rights received by Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such notices.  Company will not, without the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, offer to settle, or otherwise negotiate with respect to, any such notices or demands.

(vi)     Surrender of Shares; etc .

(A) At and after the Effective Time, Buyer will cause the Surviving Corporation to have sufficient funds to pay the Merger Closing Consideration and other amounts, other than Additional Consideration, payable to Company Holders as a result of the Merger.  Pending such payment, such funds will be invested as desired by the Surviving Corporation; provided, however, that no loss on any investment made pursuant to this Section 2(e)(vi) will relieve Buyer or the Surviving Corporation of its obligation to pay the full amount of its obligations to Company Holders as a result of the Merger.  Any and all interest and earnings on such funds will be paid to FPIC or retained by the Surviving Corporation.

(B) Promptly after the Effective Time, Buyer will cause the Surviving Corporation to mail to each Person who was, at the Effective Time, a holder of record of Company Common Shares or Company Preferred Shares entitled to receive the Merger Closing Consideration pursuant to Section 2(e)(iii)(A) above, or a holder of Company Warrants entitled to receive the Warrant Merger Closing Consideration pursuant to Section 2(e)(iv) above, a form of letter of transmittal (the “ Letter of Transmittal ”) and instructions for use in effecting the surrender of the Share Certificates and Warrant Certificates, and acknowledgment of cancelation of any Company Warrants, pursuant to the Letter of Transmittal which will specify that delivery will be effected, and risk of loss and title to will pass, only upon proper delivery of the Share Certificates and Warrant Certificates to the Surviving Corporation.  Upon surrender to the Surviving Corporation of a Share Certificate, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate will be entitled to receive in exchange therefor the Merger Closing Consideration for each Company Common Share or Company Preferred Share formerly evidenced by such Share Certificate, and such Share Certificate will then be canceled.  Upon acknowledging cancelation of a Company Warrant and delivery of a Warrant Certificate in accordance with the Letter of Transmittal and delivery of the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of the canceled Company Warrant will be entitled to receive in exchange therefor the Warrant Merger Closing Consideration for such Company Warrant.  Until surrendered as contemplated by this Section 2(e)(vi)(B), each Share Certificate (other than Share Certificates representing Dissenting Shares) will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, equal to the Closing Consideration Per Company Share with respect to the Shares represented by such Share Certificate immediately before the Effective Time.  No interest will accrue or be paid on the Merger Closing Consideration payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate or on the Warrant Merger Closing Consideration payable upon acknowledgment of cancelation of a Company Warrant by delivery of a transmittal letter for the benefit of the holder of such canceled Company Warrant.  If payment of the Merger Closing Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered on the records of Company, it will be a condition of payment that the Share Certificate so surrendered will be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment will have paid all transfer and other taxes required by reason of the payment of the Merger Closing Consideration to a Person other than the registered holder of the Share Certificate surrendered or will have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.  The Surviving Corporation will pay all charges and expenses in connection with the distribution of the Merger Closing Consideration 

and the Warrant Merger Closing Consideration other than the postage or other cost of delivering the letters of transmittal and accompanying Share Certificates and documents to the Surviving Corporation.

(C) Company Holders will be entitled to look to the Surviving Corporation  and Buyers (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Closing Consideration or Warrant Merger Closing Consideration that may be payable to them.  Notwithstanding the foregoing, neither the Surviving Corporation nor Buyer will be liable to any Company Holder for any Merger Closing Consideration nor Warrant Merger Closing Consideration delivered to a public official pursuant to any abandoned property, escheat or other similar law in respect of Company Common Stock, Company Preferred Stock or Company Warrants held by such Company Holder.

 (f) Withholding .  Buyer or the Surviving Corporation, as the case may be, will be entitled to deduct and withhold from the consideration otherwise payable to any Company Holder pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax law and promptly following any such deduction or withholding shall remit any sums so deducted or withheld to the appropriate taxing authority.  If such amounts are withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Common Holder in respect of which the Buyer or the Surviving Corporation, as applicable, made such deduction and withholding.

(g) Stock Transfer Books .  At the close of business on the day of the Effective Time, the stock transfer books of Company will be closed and, thereafter, there will be no further registration of transfers of Company Common Shares or Company Preferred Shares on the records of Company.  From and after the Effective Time, the Company Holders of Company Common Shares, Company Preferred Shares or Company Warrants outstanding immediately prior to the Merger Closing will cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Legal Requirements.

(h) Lost Certificates .  If any Share Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, an affidavit made by the Stockholder Representative that such Person is a Company Holder, the Surviving Corporation will pay, in exchange for such affidavit claiming such Share Certificate is lost, stolen or destroyed, the Closing Consideration Per Company Share to be paid in respect to the Shares represented by such Share Certificate, as contemplated by this Section 2 and any Additional Consideration Per Company Share as contemplated by the Earnout Agreement.

(i) Effect of Payments .  All cash paid upon delivery or surrender of Share Certificates or cancelation or exercise of Company Warrants in accordance with the terms of this Section 2 will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates and all rights pertaining to such Company Warrants.

(j) Closing .     The Stock Purchase Closing if any, and the Merger Closing will take place on the second business day following the satisfaction or waiver of the conditions applicable to such Closing pursuant to Section 7 below (other than conditions with respect to actions the respective Parties will take at the Closing itself or after the Closing as contemplated by this Agreement and the Earnout Agreement) or such other date  as Buyer and Company may mutually determine, and will take place at such time and place as Buyer and Company may mutually determine.

(k) Deliveries at Closing .   At the Closing, (i) Buyer, Company and Stockholders Representative (acting on behalf of the Company Holders) will execute and deliver the Earnout Agreement, (ii) Company will cause the directors of each of its Subsidiaries to execute and deliver resignations as directors of such Subsidiaries, (iii) Company will cause each of its directors other than such directors who are Stockholders Representative to resign from Company’s Board of Directors and such directors who are Stockholders Representative will fill the resulting vacancies with nominees named by Buyer, and (iv)(A) each of the Sellers, or the Stockholders Representative on behalf of any Seller, and Company will deliver to Buyer the certificate as to his, her or its compliance with and performance of his, her or its covenants and obligations to be performed or complied with at or before the Closing and the various certificates, instruments, agreements and documents to be delivered by such Person at or before the Closing, and (B) each of FIG, FPIC and Merger Co will deliver to Sellers the certificate as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing and the various certificates, instruments, agreements and documents to be delivered by such Person at or before the Closing, and (C) at the Stock Purchase Closing Buyer will make the payments specified in Section 2(b) above.  Immediately before Closing, Company will deliver the amount of Incentive Bonus to be paid before Closing to the Persons pursuant to the allocations determined by the Company’s Board of Directors and, if requested by Company for such purpose, Buyer will, immediately before Closing, advance Company the funds required for such purpose.

(l) Stockholders Representative .  

(i) By the execution and delivery of the Joinder Agreement, each Seller hereby irrevocably constitutes and appoints, and by virtue of executing and delivering a  Letter of Transmittal each Company Holder that executes and delivers a Letter of Transmittal  thereby irrevocably will constitute and appoint, and by virtue of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the requisite vote of holders of Shares, each other Company Holder irrevocably constitutes and appoints, Mark E. Adams and Timothy P. Reardon acting jointly as his, her or its true and lawful agent and attorney-in-fact (such individuals collectively, the " Stockholders Representative "), with full power of substitution to act in such Company Holder's name, place and stead with respect to all matters to be performed by the Stockholders Representative expressly set forth in this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby, and to act on such Company Holder's behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing

all such further acts and things, and execute all such documents as the Stockholders Representative will deem necessary or appropriate in all such connection with the transactions contemplated by this Agreement, including, without limitation, the power:

(A) to waive any condition to the obligations of any Seller to consummate the transactions contemplated by this Agreement;

(B) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of any Seller, or other Company Holder, that the Stockholders Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;

(C) to give and receive notices (including service of process) and communications on behalf of the Company Holders under this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby;

(D) to execute any amendment or modification to this Agreement and the Earnout Agreement on behalf of the Company Holders;

(E) without limiting the foregoing provisions of this Section 2(l)(i), to take any action (or determine to take no action) in connection with the defense, settlement, compromise, arbitration and/or other resolution, including compliance with any order, of any claim for indemnification by or against any Company Holder, or  any other claim, arbitration, dispute, action, suit or other proceeding brought on behalf of or against any Company Holder, in connection with this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby or thereby;

(F) to assert, bring, prosecute, maintain, settle, compromise, arbitrate and/or otherwise resolve on behalf of the Company Holders any claim by or against any Company Holder for indemnification or any other claim, arbitration, dispute, action, suit, or other proceeding by or against any Company Holder in connection with this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby;

(G) to do or refrain from doing any further act or deed on behalf of each Company Holder which the Stockholders Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby, as fully and completely as such Company Holder could do if personally present; and

(ii) Any claim, arbitration, action, suit, or other proceeding, whether in law or equity, to enforce any right, benefit or remedy granted to Company Holders under this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby will be asserted, brought, prosecuted or maintained only by the Stockholder Representative. 

(iii) The appointment of the Stockholders Representative will be deemed coupled with an interest and, subject to Section 2(l)(viii) below, will be irrevocable, and Buyer, Company, each of their Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action, decision or instruction of the Stockholders Representative on behalf of Company Holders in all matters referred to herein. All notices delivered by Buyer or the Surviving Corporation (following the Closing) to the Stockholders Representative (whether pursuant hereto or otherwise) for the benefit of Company Holders will constitute notice to the Company Holders.

(iv) The Stockholders Representative will act for the Company Holders on all of the matters set forth in this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby in the manner the Stockholders Representative believes to be  appropriate for Company Holders representing a majority or more of the Company Shares and consistent with its obligations under this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby, but the Stockholders Representative will not be responsible to the Company Holders for any loss or damages it or they may suffer by reason of the performance by the Stockholders Representative of its duties under this Agreement, the Earnout Agreement and any other document, instrument or certificate executed in connection with the transactions contemplated hereby and thereby, other than loss or damage arising from fraud or willful violation of Legal Requirements. The Stockholder Representative will not be entitled to receive any compensation for performing such role.

(v) The Company will pay the reasonable out-of-pocket expenses of Stockholders Representative, either directly to the payee or by reimbursement, incurred in connection with the transactions contemplated hereby (including, without limitation, the cost of legal counsel retained by the Stockholders Representative on behalf of the Company Holders) through Closing, promptly upon request of Stockholders Representative.  The Company Holders, jointly and severally, agree to indemnify and hold harmless the Stockholders Representative from any loss, damage or expense arising from the performance of its duties as the Stockholders Representative hereunder, but excluding any expense payable by Company pursuant to the preceding sentence and any loss or damage arising from fraud or willful violation of Legal Requirements by the Stockholders Representative.  Each Company Holder paying more than its Proportionate Share shall be entitled to contribution from any Company Holder paying less than its Proportionate Share.

(vi)  All actions, decisions and instructions of the Stockholders Representative taken, made or given pursuant to the authority granted to the Stockholders Representative pursuant to this Section 2(l) will be conclusive and binding upon each Company Holder, and no Stockholder will have the right to object, dissent and protest or otherwise contest the same.

(vii) This Section 2(l) is not intended to, and does not, create or impose any fiduciary duty on any current or future Stockholders Representative. Each Company Holder acknowledges and agrees that: (A) Buyer requires appointment of the Stockholders Representative to reduce the burden of dealing with numerous Company Holders; (B) the Stockholders Representative has agreed to undertake this obligation without compensation solely as an accommodation to the other Company Holders; (C) the Stockholders Representative is engaged in a broad range of transactions, including without limitation ongoing employment and relationships with Company extending beyond the Closing, which may involve interests that differ from those of the Company Holders, and the Stockholders Representative has no obligation to disclose such interests and transactions to the Company Holders by virtue of any fiduciary, advisory or agency relationship; and (D) the duties and obligations of the Stockholder Representative are strictly contractual and are limited to those expressly set forth in this Section 2(l). To induce the Stockholders Representative named in this Agreement and as may hereafter be appointed to serve in such capacity, each Company Holder hereby waives and disclaims, to the fullest extent permitted by law, any and all duties arising at law or in equity, including without limitation all fiduciary duties, and all claims he, she or it may have against the Stockholders Representative for breach of any duty arising out of or in connection with actions or omissions of the Stockholders Representative pursuant to this Section 2(l).

(viii) By affirmative vote of the Company Holders who represented at least a majority of the Company Shares immediately prior to Closing, new Stockholders Representatives may appointed and one or more Stockholders Representative may be removed and replaced at any time without cause; provided that no appointment, removal or replacement shall be binding or effective as to the Buyer or Company until its receipt of notice pursuant to Section 11(j) from the Company Holders taking such action, and no removal shall be permitted that would result in no Stockholders Representative at any time.  A Stockholders Representative (other than the sole Stockholders Representative) may resign at any time by written notice to Company and simultaneously mailing a copy of such resignation to the former Company Holders at their respective last addresses known to the resigning Stockholders Representative. A sole Stockholders Representative may only resign by at least sixty (60) days prior written notice to the Company and simultaneously mailing a copy of such resignation to the former Company Holders at their respective last addresses known to the resigning Stockholders Representative.

(ix) The provisions of this Section 2(l) are independent and severable, will constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Company Holders to the Stockholders Representative, will

be enforceable notwithstanding any rights or remedies that any Company Holder may have, and will be binding upon the executors, heirs, legal representatives, successors and assigns of each such Company Holder.

Section 3.          Representations and Warranties Concerning Transaction .  

(a) Sellers' Representations and Warranties .   Each Seller severally and individually and not jointly represents and warrants to Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and as of the date of execution of the Joinder Agreement by such Seller with respect to himself, herself, or itself, except as set forth in Annex I attached hereto or to the Joinder Agreement executed by such Seller.

(i) Organization of Certain Sellers . Seller (if a corporation or other entity) is duly organized, validly existing, and in good standing under the Legal Requirements of the jurisdiction of its incorporation (or other formation).

(ii) Authorization of Transaction . Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.  Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body or other Person in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

(iii) Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will, with respect to Seller,: (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body to which Seller is subject or, if Seller is an entity, any provision of its charter, bylaws, or other governing documents, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract or other arrangement to which Seller is a party or by which he, she, or it is bound or to which any of his, her, or its assets is subject, or (C) result in the imposition or creation of a Lien upon or with respect to his, her or its Company Common Shares, other Company Shares, Company Preferred Shares, or Company Warrants.

has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(v) Shares; Warrants . Seller holds of record and owns beneficially, and good and valid legal title to, the number of Company Common Shares, Company Preferred Shares and Company Warrants set forth next to his, her, or its name in Section 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer by Seller (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands. Upon the purchase of such equity interests of Seller pursuant to the terms of this Agreement, Buyer will receive good and valid legal title thereto and full beneficial ownership thereof, free and clear of all Liens, Taxes and rights of others of any kind other than those created or permitted by Buyer. Seller is not a party to any option, warrant, purchase right, or other Contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock or rights to purchase any capital stock of Company. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Company except a proxy or proxies naming Stockholder Representative as contemplated by this Agreement.

(vi) Certain Business Relationships with Company and Its Subsidiaries .   Except for any Seller who has purchased medical professional liability insurance from the Insurance Company in the Ordinary Course of Business, neither Seller nor any of Seller’s Affiliates or family members has been involved in any material business or financial arrangement or relationship with Company or any of its Subsidiaries within the past 12 months other than as a Company Holder, employee, director or officer and neither Seller nor such other Persons owns any material asset, tangible or intangible, that is used in the business of Company or any of its Subsidiaries.  Neither  Seller nor any of Seller’s Affiliates or family members, is directly or indirectly engaged in a business, or owns, manages, operates, controls, finances or participates in the ownership, management, operation, control or financing of, is connected as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant or otherwise with, any Person engaged in a business, involved in any material way with medical professional liability insurance or other products or services competitive with Company or any of its Subsidiaries.

(vii) Information Regarding Transactions .  Seller has received and read a copy of this Agreement and all exhibits and schedules hereto, including but not limited to Section 6(e) below and the Earnout Agreement, and Seller has relied on nothing other than such documents and other information provided by Company and Stockholders Representative in deciding whether to become a Party.  In addition, Seller acknowledges that he , she or it has been given the opportunity to (A) ask questions and receive satisfactory answers from Company and Stockholders Representative concerning the terms and conditions of the transaction contemplated hereby, and (B) obtain additional information in order to evaluate the merits of the transaction contemplated hereby and to verify the accuracy of the information provided to him, her or it by Company and Stockholders Representative in connection with the transaction contemplated hereby.  Seller also acknowledges that

the Earnout Payments (as such term is defined in the Earnout Agreement) are contingent upon the ability of Company to reach certain performance thresholds during the two-year period following Closing and such Earnout Payments may be reduced or eliminated as a result of breaches of Company’s and, with respect to Seller’s portion of such Earnout Payments, Seller’s warranties and covenants contained in this Agreement, to the extent hereinafter set forth in this Agreement and as set forth in the Earnout Agreement.

(b) Buyer's Representations and Warranties .  Buyer represents and warrants to Company and each Seller that the statements contained in this Section 3(b) are correct and complete as of the date of this Agreement, except as set forth in Annex II attached hereto.

(i) Organization of Buyer and Merger Co . Each of FIG, FPIC and Merger Co is a corporation duly organized, validly existing, and in good standing under the Legal Requirements of the jurisdiction of its incorporation.

(ii) Authorization of Transaction . Each of FIG, FPIC and Merger Co has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer enforceable in accordance with its terms  except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body or other Person in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

(iii) Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body to which Buyer or Merger Co is subject or any provision of its charter, bylaws, or other governing documents or (B) conflict with, result in a breach of, constitute a