ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

DATED AS OF APRIL 16, 2007

BY AND AMONG

US SPECIALTY UNDERWRITERS, INC.,

EVERGREEN/UNI RW ACQUISITION CORP.,

DANIEL J. CLARK,

JOSEPH E. LOCONTI,

THE OTHER SHAREHOLDERS
SIGNATORY HERETO,

MEADOWBROOK, INC.

AND

MEADOWBROOK INSURANCE GROUP, INC.

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2007, is made by and among US Specialty Underwriters, Inc., an Arizona corporation (“Seller”), Evergreen/UNI RW Acquisition Corp., an Ohio corporation (“EURW”), Daniel J. Clark (“Clark”), Joseph E. LoConti (“LoConti”) and the other parties to this Agreement set forth on the signature pages hereto under the heading “Shareholders” (together with Clark and LoConti, the “Shareholders”), Meadowbrook, Inc., a Michigan corporation (“Buyer”), and Meadowbrook Insurance Group, Inc. a Michigan corporation (“MIGI”).

RECITALS

     Seller is engaged in the business of providing excess workers compensation coverage for low to moderate hazard businesses (the “Business”).

     EURW owns all of the issued and outstanding shares of capital stock of Seller and Clark, LoConti and the other Shareholders own all of the issued and outstanding capital stock of EURW.

     Seller desires to sell and Buyer desires to purchase substantially all of the assets used or held for use by Seller in the operation of the Business and to assume certain liabilities and obligations in connection therewith, all upon the terms and subject to the conditions set forth herein.

     The parties, intending to be legally bound hereto, agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

     As used in this Agreement the following terms shall have the following respective meanings:

     “Accounts Payable” shall mean all of Seller’s trade accounts payable (including all trade accounts payable with respect to goods and services received by Seller but for which invoices have not yet been received by Seller) that arise from the conduct of the Business and relate to the period prior to the Closing Date.

     “Accounts Receivable” shall mean all of Seller’s trade and other accounts receivable and commissions receivables that arise from the conduct of the Business and relate to the period prior to the Closing Date.

     “Accredited Investor” has the meaning set forth in Regulation D promulgated under the Securities Act.

     “Acquired Business” shall have the meaning set forth in Section 2.14(a) hereof.

     “Action” shall mean any action, suit, arbitration, inquiry, hearing, proceeding or investigation by or before any court of competent jurisdiction, governmental or other regulatory or administrative agency or commission or arbitral panel.

     “Affiliate” (and, with a correlative meaning, “Affiliated”) shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

     “Agreement” shall have the meaning set forth in the preamble hereto.

     “Ancillary Agreements” shall mean, collectively, any agreements, certificates or other documents delivered at or prior to the Closing in connection with the transactions contemplated by this Agreement and shall include, without limitation, the Employment Agreements, the Management Agreement, the Noncompetition Agreements and the Registration Rights Agreement.

     “Assumed Liabilities” shall have the meaning set forth in Section 2.10 hereof.

     “Assumption Agreement” shall mean the Assumption Agreement between Buyer and Seller in substantially the form attached hereto as Exhibit A .

     “Baseline Working Capital Value” shall mean One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00).

     “Books and Records” shall mean all of Seller’s books, records, ledgers, files, data bases, documents, promotional and marketing materials, studies, reports, sub-agent files, underwriting files, loss control files, claim files and other printed or written materials of Seller, including, without limitation those relating to the Purchased Assets and the operations of the Business as of the Closing Date.

     “Budget” shall mean an annual budget prepared and approved pursuant to the Management Agreement.

     “Business” shall have the meaning set forth in the first recital hereof.

     “Buyer” shall have the meaning set forth in the preamble hereto.

     “Buyer Indemnified Parties” shall have the meaning set forth in Section 6.2 hereof.

     “Cash” shall mean all cash, time deposits, certificates of deposit, marketable securities and short-term investments of Seller but specifically excluding all premium trust cash and premium trust cash equivalents.

     “Clark” shall have the meaning set forth in the preamble hereto.

     “Closing” shall have the meaning set forth in Section 2.5 hereof.

     “Closing Balance Sheet” shall have the meaning set forth in Section 2.8(b) hereof.

     “Closing Date” shall have the meaning set forth in Section 2.5 hereof.

     “Closing Financial Data” shall have the meaning set forth in Section 2.8(b) hereof.

     “Closing Working Capital Value” shall have the meaning set forth in Section 2.8(b) hereof.

     “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.

     “Commissions Payable” shall mean commissions payable as of the Closing Date to sub-agents with respect to policies written under the General Agency Agreement.

     “Contingent Consideration Termination Date” shall have the meaning set forth in Section 2.14(a) hereof.

     “Contingent Consideration Termination Payment” shall have the meaning set forth in Section 2.14(a) hereof.

     “Contracts” shall mean contracts, agreements, commitments, leases, subleases, licenses, sublicenses and similar arrangements of Seller, whether written or oral, and all rights thereunder, arising from the conduct of the Business (including, without limitation, the contracts set forth on Schedule 3.15 hereto) existing as of the Closing Date.

     “EBITDA” shall have the meaning set forth in Section 2.14(a) hereof.

     “Employee Benefit Plans” shall have the meaning set forth in Section 3.13(a) hereof.

     “Employment Agreements” shall mean the Employment Agreements of Joseph Cerniglia, Anthony L. Smith and Dean M. Williams in substantially the form attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3 , respectively, to be executed and delivered at the Closing.

     “Environmental, Health, and Safety Laws” shall mean all applicable statutes, laws, ordinances, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder: (a) of the United States of America; (b) of any state or local governmental subdivision within the United States of America; and (c) of any foreign nations (and all agencies, departments, courts or any other subdivision of any of the foregoing, that has jurisdiction) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, petroleum or petroleum-based materials or wastes, or chemical, industrial, Hazardous Substances, or toxic substances or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, Hazardous Substances, or toxic materials or wastes. Without limiting the

generality of the foregoing, such Environmental, Health, and Safety Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “Estimated Cash Purchase Price” shall have the meaning set forth in Section 2.8(a) hereof.

     “Estimated Purchase Price Adjustment” shall have the meaning set forth in Section 2.8(a) hereof.

     “EURW” shall have the meaning set forth in the preamble hereto.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Excluded Assets” shall have the meaning set forth in Section 2.2 hereof.

     “Excluded Contracts” shall have the meaning set forth in Section 2.2(b) hereof.

     “Excluded Liabilities” shall have the meaning set forth in Section 2.11 hereof.

     “Final Cash Purchase Price” shall have the meaning set forth in Section 2.8(e) hereof.

     “Final Closing Working Capital Value” shall have the meaning set forth in Section 2.8(d) hereof.

     “Final Purchase Price” shall have the meaning set forth in Section 2.8(g) hereof.

     “Financial Statements” shall have the meaning set forth in Section 3.5 hereof.

     “GAAP” shall mean United States generally accepted accounting principles.

     “General Agency Agreement” shall have the meaning set forth in Section 2.2(k).

     “Hazardous Substances” shall mean any substances, compounds, mixtures, wastes or materials that are defined to be, that are regulated as, that are listed as or that (because of their toxicity, concentration or quantity) have characteristics that are hazardous or toxic under any of the Environmental, Health and Safety Laws or under any other statute, ordinance, rule or regulation in effect at the locations at which the Business is conducted. Without limiting the generality of the foregoing, Hazardous Substances includes: (a) any article or mixture that contains a Hazardous Substance; (b) petroleum or petroleum products; (c) any substance the presence of which requires reporting, investigation, removal or remediation under any Environmental, Health and Safety Laws; (d) polychlorinated biphenyls; (e) asbestos containing materials; and (f) urea formaldehyde.

     “Indemnified Party” shall have the meaning set forth in Section 6.3 hereof.

     “Indemnifying Party” shall have the meaning set forth in Section 6.3 hereof.

     “Initial Cash Purchase Price” shall mean Thirteen Million and 00/100 Dollars ($13,000,000.00).

     “Initial Purchase Price” shall mean the Initial Cash Purchase Price and the Stock Consideration.

     “Intellectual Property” shall mean all of the following used or held for use in connection with the Business in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all other proprietary rights, (h) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), (i) all goodwill associated with any of the foregoing, (j) all licenses and sublicenses granted and obtained with respect to any of the foregoing and all rights thereunder, (k) all remedies against infringement of any of the foregoing, and (l) all rights to protection of interests in any of the foregoing.

     “Interim Management Fee” shall have the meaning set forth in Section 2.14(a) hereof

     “Interim Management Fee Payment Date” shall have the meaning set forth in Section 2.14(a) hereof.

     “Inventories” shall mean all inventory, including raw materials, work-in-progress, finished products, tooling, stores, stock, supplies, packaging and spare parts used or held for use by Seller in connection with the Business and existing as of the Closing Date, whether on hand or in transit.

     “IRS” shall mean the United States Internal Revenue Service.

     “Key Contracts and Licenses” shall mean those Contracts set forth on Schedule 1(a) hereto.

     “Leased Real Property” shall have the meaning set forth in Section 3.8(a) hereof.

     “Lease” shall mean the Lease, dated April 6, 2007, by and between Lander Enterprises Co., L.P., as lessor, and Seller, as lessee, for premises located at 6140 Parkland Blvd., Suite 300, Mayfield Heights, Ohio..

     “Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

     “Licenses” shall mean all licenses, permits, authorizations, approvals, franchises, orders, registrations, certificates, variances and similar rights issued by any governmental authority or agency, necessary to the conduct of the Business.

     “Lien” shall mean any security interest, pledge, mortgage, lien, charge, restriction, or other encumbrance, including any Tax lien.

     “LoConti” shall have the meaning set forth in the preamble hereto.

     “Losses” shall mean any loss, cost, Liability, damage, penalty, fine, judgment, claim or expense (including reasonable attorneys’ fees).

     “Management Agreement” shall mean the Management Agreement by and between EURW and Buyer in the form attached hereto as Exhibit C , to be executed and delivered at the Closing.

     “Management Fee” shall have the meaning set forth in Section 2.14(a) hereof.

     “Management Fee Payment Date” shall have the meaning set forth in Section 2.14(a) hereof.

     “Material Adverse Effect” or “Material Adverse Change” shall mean any effect, change, event, or development that is or is reasonably expected to be materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of the Business or on the ability of Seller to consummate timely the transactions contemplated hereby (regardless of whether or not Buyer has knowledge of such effect or change).

     “Mayfield Village Property” shall have the meaning set forth in Section 3.8(a) hereof.

     “MIGI” shall have the meaning set forth in the preamble hereto.

     “MIGI Common Stock” shall mean the common stock, stated value $.01 per share, of MIGI.

     “MIGI Material Adverse Effect” shall mean any effect, change, event, or development that is or is reasonably expected to be materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of MIGI and its Subsidiaries or on the ability of Buyer to consummate timely the transactions contemplated hereby (regardless of whether or not Seller or any Shareholder has knowledge of such effect or change).

     “MIGI Preference” shall have the meaning set forth in Section 2.14(a) hereof.

     “Minimum EBITDA” shall have the meaning set forth in Section 2.14(a) hereof.

     “Most Recent Financial Statements” shall have the meaning set forth in Section 3.5 hereof.

     “Most Recent Fiscal Month End” shall have the meaning set forth in Section 3.5 hereof.

     “Most Recent Fiscal Year End” shall have the meaning set forth in Section 3.5 hereof.

     “Neutral Auditors” shall have the meaning set forth in Section 2.8(c) hereof.

     “Noncompetition Agreements” shall mean the Noncompetition and Nonsolicitation Agreements of Seller, Clark, LoConti and the Shareholders in substantially the form attached hereto as Exhibit D to be executed and delivered at the Closing.

     “NYSE” shall mean the New York Stock Exchange, Inc.

     “Ordinary Course of Business” shall mean an action taken by a Person that is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person.

     “Person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, estate, trust, governmental agency or body or other entity, and shall include any successor (by merger or otherwise) of such Person.

     “Personal Property” shall mean all of the tangible personal property of Seller used or held for use by Seller exclusively in the conduct of the Business, whether or not reflected in the Financial Statements, including, without limitation, all machinery, furniture, fixtures, equipment, computer hardware, vehicles, tools, dies, construction in progress, and repair and replacement parts.

     “Prepaid Items” shall mean all of the prepaid expenses and deposits that relate to the Business.

     “Purchased Assets” shall have the meaning set forth in Section 2.1 hereof.

     “Refund Items” shall mean all refunds, claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment that relate to the Business.

     “Registration Rights Agreement” shall mean the Registration Rights Agreement by and between MIGI and Seller in substantially the form attached hereto as Exhibit E to be executed and delivered at Closing.

     “Resolution Period” shall have the meaning set forth in Section 2.8(c) hereof.

     “Returns” shall mean all returns, reports, statements, notices, forms or other documents or information required to be filed with any U.S. Taxing Authority or foreign taxing authority in

connection with the determination, assessment, collection or payment of any Taxes or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax.

     “SEC” shall mean the Securities and Exchange Commission.

     “Securities Act” shall mean the Securities Act of 1933, as amended.

     “Seller” shall have the meaning set forth in the preamble hereto.

     “Seller’s or Shareholders’ knowledge,” “knowledge of Seller or Shareholders” and words of similar import shall mean the knowledge of any officer, director, shareholder, or management employee of Seller or the knowledge of any Shareholder after having made reasonable inquiry of the appropriate employees or other individuals having responsibility for such matter(s) or having access to the relevant information.

     “Seller Indemnified Parties” shall have the meaning set forth in Section 6.1 hereof.

     “Shareholder(s)” shall have the meaning set forth in the preamble hereto.

     “Stock Consideration” shall mean the number of shares of MIGI Common Stock determined by dividing $10,000,000.00 by the average of the closing sales price of a share of MIGI Common Stock, as reported on the New York Stock Exchange, for the 10-day period ending on and including the trading day immediately preceding the Closing Date.

     “Subsidiary” ” means any Person in which any other Person or any other Subsidiary of such other Person directly or indirectly owns or controls a majority of the equity securities with voting power for the election of directors or has the power to elect a majority of that Person’s board of directors or similar governing body.

     “Target EBITDA” shall have the meaning set forth in Section 2.14(a) hereof.

     “Taxes” shall mean all taxes, charges, fees, levies or like other assessments (whether U.S. federal, state, local or foreign) based upon or measured by income and any other tax whatsoever, including, without limitation, single business, gross receipts, profits, premium, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, unemployment, excise, windfall profits, license, occupation or real or personal property taxes, together with any interest, penalties or additions to tax resulting from, attributable to, or incurred in connection with any such taxes or any contest or dispute thereof.

     “Termination Notice” shall have the meaning set forth in Section 2.14(a) hereof.

     “Termination Payment EBITDA” shall have the meaning set forth in Section 2.14(a) hereof.

     “Third-Party Claim” shall have the meaning set forth in Section 6.3 hereof.

     “TTM EBITDA” shall have the meaning set forth in Section 2.14(a) hereof.

     “U.S. Taxing Authority” shall mean any taxing authority of the United States of America, any state thereof or the District of Columbia and any local governmental subdivision thereof.

     “Working Capital Value” shall mean the book value of premium trust cash and premium trust cash equivalents, Accounts Receivable, Prepaid Items and Refund Items comprising a part of the Purchased Assets, net of the book value of Accounts Payable, premiums due liability, and local and state income taxes payable comprising a part of the Assumed Liabilities, all values reconciled to net income as determined in accordance with GAAP, consistently applied.

ARTICLE II
SALE OF ASSETS; CLOSING

                Section 2.1 Purchase and Sale. On and subject to the terms of this Agreement, at the Closing, Seller shall sell, convey transfer, assign and deliver to Buyer and Buyer shall purchase and accept from Seller, all of Seller’s right, title and interest in and to all of the assets owned by or leased or licensed to Seller and used or held for use by Seller in the conduct of the Business, whether real, personal or mixed, tangible or intangible, and wheresoever situated, whether or not reflected on Seller’s Books and Records or the Financial Statements, excepting only the Excluded Assets (collectively, the “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller’s right, title and interest in, to and under:

          (a) the Accounts Receivable;

          (b) the Personal Property including, without limitation, those items listed on Schedule 2.1(b) hereto;

          (c) the Contracts (except for the Excluded Contracts);

          (d) the Licenses;

          (e) the Intellectual Property;

          (f) the Books and Records;

          (g) the Prepaid Items;

          (h) the Refund Items;

          (i) all customer and client lists that relate to the Business;

          (j) all expirations, renewal rights, claims and commissions that relate to the Business;

          (k) except as contemplated by this Agreement, the right to collect from customers of Seller on or after the Closing Date and to retain all insurance commissions (including gross retained commissions realized from premiums collected), and all service fees

9

due to Seller for any services rendered in connection with the operation of the Business, and all other commissions, fees or other compensation paid or payable to Seller;

          (l) the right to collect from insurance companies and retain (i) commissions, overrides and other bonuses and other referral fees (including public adjuster fees) received by or on behalf of Seller from insurance underwriters in connection with contracts or other arrangements earned and paid to Seller and (ii) all return commissions, premiums or other payments (return or otherwise) due to Seller from insurance companies; and !

          (m) all premium trust cash and premium trust cash equivalents.

                Section 2.2 Excluded Assets . Notwithstanding anything herein to the contrary, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

          (a) all Cash;

          (b) the Contracts identified on Schedule 2.2(b) hereto (the “Excluded Contracts”);

          (c) all Seller’s corporate records, such as its Articles of Incorporation and other organizational documents, seal, minute books, equity ledger and other records having exclusively to do with the organization of Seller;

          (d) Seller’s rights under this Agreement, including, without limitation, the consideration paid to Seller pursuant to this Agreement;

          (e) Seller’s records relating to Taxes;

          (f) assets owned by Seller which are not used in the Business that are listed on Schedule 2.2(f) hereto;

          (g) all refunds in respect of Taxes paid by Seller other than Refund Items;

          (h) all prepaid items relating to any Excluded Liabilities;

          (i) all bank accounts of Seller;

          (j) all Licenses that are not assignable or transferable, a list of which is set forth on Schedule 2.2(j) hereto;

          (k) all profit sharing earned prior to August 1, 2007 under Section 3.7 of the General Agency Agreement by and between U.S. Specialty Underwriters and Insurance Company of Hannover dated August 1, 2004, as modified by Addendum No. 1 dated July 1, 2006 and Addendum No. 2 dated August 1, 2005 (collectively, the “General Agency Agreement”). Thereafter, until the Contingent Consideration Termination Date (as defined in Section 2.14(a) of this Agreement), Buyer and Seller shall share equally (i.e. 50% to each party) in any profit sharing earned under Section 3.7 of the General Agency Agreement. If the

10

Contingent Consideration Termination Date occurs before the conclusion of any Underwriting Year (as defined in the General Agency Agreement), then Buyer shall receive the entire profit sharing earned under Section 3.7 of the General Agency Agreement for that and any future Underwriting Year.

          (l) all records, documents, lists and files, whether in hard copy, electronic form or otherwise, relating solely to any of the foregoing Excluded Assets or any of the Excluded Liabilities; and

          (m) the specific items, whether or not used exclusively in the conduct of the Business, identified on Schedule 2.2(m) hereof.

                Section 2.3 Non-Transferability of Certain Contracts, Licenses or Intellectual Property. Nothing in this Agreement shall be construed as an attempt to assign any Contract (including, without limitation, any license or other right to use Intellectual Property) or License included in the Purchased Assets that is by its terms or law nonassignable without the consent of or waiver from the other party or parties thereto, unless such consent shall have been given or as to which all the remedies for the enforcement thereof enjoyed by Seller would, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Seller shall, both before and after the Closing, use commercially reasonable efforts (which shall not be construed to require the payment of any amount or assumption of any Liability by Seller or the Shareholders) to obtain the consent of any third party to the assignment to Buyer of any Contract or License for which such consent is required. In the event (a) a Contract or License either does not permit or expressly prohibits the assignment by Seller of its rights and obligations thereunder, or (b) Seller has not obtained the necessary consents to assignment from all parties to any Contract or License prior to the Closing Date, or (c) direct assumption of any Contract or License is not practical, Buyer shall fulfill such Contract or License and shall assume the obligations and liabilities of such Contract or License accruing after the Closing for and on behalf of Seller but for the account of Buyer and Seller shall cooperate with Buyer in any reasonable arrangements designed to provide for Buyer the benefits under such Contracts or Licenses accruing after the Closing including the enforcement for the benefit and at the expense of Buyer of any rights comparable to the rights previously enjoyed by Seller in connection with such Contracts or Licenses.

                Section 2.4 Consideration.

          (a) The aggregate consideration for the Purchased Assets and the Noncompetition Agreements shall consist of (i) the payment of the Final Cash Purchase Price, plus (ii) the issuance of the Stock Consideration as contemplated by Section 2.4(b) below, plus (iii) the assumption of the Assumed Liabilities pursuant to Section 2.10 below.

          (b) The Final Cash Purchase Price shall be payable as follows: (i) the Estimated Cash Purchase Price as determined pursuant to Section 2.8(a) below shall be paid by Buyer to Seller at the Closing by wire transfer of immediately available funds to a bank account designated in writing by Seller prior to the Closing and (ii) any difference between the Final Cash Purchase Price and the Estimated Cash Purchase Price shall be paid by Buyer or Seller, as applicable, to the other in accordance with Section 2.8(f) below.

          (c) A stock certificate representing the Stock Consideration shall be delivered by Buyer to Seller at the Closing.

          (d) Within ten (10) business days following Buyer’s receipt of (a) written notice from Clark and LoConti requesting the issuance or re-issuance of all or any portion of the Stock Consideration, (b) any or all of the stock certificates representing any or all of the Stock Consideration and (c) representation letters in a form reasonably acceptable to Buyer from each applicable transferee of new stock certificate(s), Buyer will (i) cancel such delivered stock certificate(s), if applicable, and (ii) issue new stock certificate(s) to the Shareholders in such amounts designated in such notice (as adjusted for any stock adjustments or dividends that relate thereto).

                Section 2.5 Time and Place of Closing. Subject to the conditions set forth in this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) as of April 16, 2007 (the “Closing Date”), at 9:00 a.m., local time, at the offices of Bodman LLP, 201 West Big Beaver Road, Suite 500, Troy, Michigan 48084. The Closing shall be deemed effective as of 12:01 a.m. on the Closing Date.

                Section 2.6 Deliveries by Seller and Shareholders. At the Closing, Seller and Shareholders, as applicable, shall deliver, or cause to be delivered, to Buyer the following:

          (a) such bills of sale, assignments and other appropriate instruments of transfer as shall be necessary to vest in Buyer as of the Closing Date, all right, title and interest of Seller in and to the Purchased Assets free and clear of any Liens, all in form and substance satisfactory to Buyer and Seller;

          (b) the Employment Agreements;

          (c) the Noncompetition Agreements;

          (d) the Management Agreement;

          (e) a certificate of the Secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the Articles of Incorporation of Seller certified by the Secretary of State of the State of Arizona and dated within thirty (30) calendar days of the Closing Date, (ii) the bylaws of Seller, (iii) the resolutions of the board of directors of Seller and the Shareholders approving and authorizing this Agreement and the transactions contemplated by this Agreement, (iv) a good standing certificate of Seller issued by the Secretary of State of Arizona and the Secretary of State of Ohio, each dated within thirty (30) calendar days of the Closing Date;

          (f) estoppel certificate and consent from Lander Enterprises Co., L.P. with respect to the Lease in the form attached hereto as Exhibit F ;

          (g) estoppel certificate and consent from Vanguard Software Corporation with respect to the Standard Contract for Software Development Services dated November 14, 2005 and the Standard Contract for Software Development Services dated April 18, 2006, in the form attached hereto as Exhibit G ;

          (h) consent from Praetorian Insurance Company (f/k/a Insurance Corporation of Hannover) with respect to the General Agency Agreement, in the form attached hereto as Exhibit H ;

          (i) any and all required consents necessary for the assignment of the other Key Contracts and Licenses, if any, to Buyer, in form and substance reasonably acceptable to Buyer;

          (j) an opinion of Baker & Hostetler LLP, counsel to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and counsel to Buyer;

          (k) evidence reasonably satisfactory to Buyer of the change of Seller’s name to a name dissimilar to and not derivative of US Specialty Underwriters, Inc., Republic Western Specialty Underwriters, Inc. and MacCready and Gutmann;

          (l) the Registration Right Agreement; and

          (m) any other documents and instruments required by this Agreement or reasonably requested by Buyer to effect or evidence the transactions contemplated by this Agreement and the Ancillary Agreements.

                Section 2.7 Deliveries by Buyer. Except as noted below, at the Closing, Buyer shall deliver to Seller the following:

          (a) the amount of the Estimated Cash Purchase Price, by wire transfer of immediately available funds to a bank account designated in writing by Seller prior to the Closing;

          (b) A stock certificate or certificates representing the Stock Consideration on or before the fifth business day following the Closing Date in the name of Seller or as otherwise directed pursuant to Section 2.4(d);

          (c) the Assumption Agreement;

          (d) the Management Agreement;

          (e) an opinion of Bodman LLP, counsel to Buyer and MIGI, dated the Closing Date, in form and substance reasonably satisfactory to Seller and counsel for Seller;

          (f) the Registration Rights Agreement; and

          (g) any other documents and instruments required by this Agreement or reasonably requested by Seller to effect or evidence the transactions contemplated by this Agreement and the Ancillary Agreements.

                Section 2.8 Purchase Price Adjustment .

          (a) On or prior to the Closing Date, Seller will reasonably and in good faith prepare a written estimate of the amount of the estimated Closing Working Capital Value and shall deliver such estimate to Buyer for its written approval. The “Estimated Closing Working Capital Value” shall equal (i) if Buyer does not deliver to Seller prior to the Closing its written approval of Seller’s estimate, an amount equal to the Baseline Working Capital Value, and (ii) if Buyer does deliver to Seller prior to the Closing its written approval of Seller’s estimate, the amount of Seller’s estimate. The “Estimated Cash Purchase Price Adjustment” shall equal (A) the positive amount, if any, by which the Estimated Closing Working Capital Value exceeds the Baseline Working Capital Value; or (B) the negative amount, if any, by which the Estimated Closing Working Capital Value is less than the Baseline Working Capital Value. The Initial Cash Purchase Price plus (or minus) the Estimated Cash Purchase Price Adjustment shall be referred to as the “Estimated Cash Purchase Price.”

          (b) As soon as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall reasonably and in good faith prepare the following: (i) a balance sheet of the Business as of the Closing Date (the “Closing Balance Sheet”), (ii) a calculation of the Working Capital Value as of the Closing Date based on the Closing Balance Sheet (the “Closing Working Capital Value”) and (iii) a supplemental schedule reconciling the Closing Balance Sheet and the Closing Working Capital Value (collectively, the “Closing Financial Data”). The Closing Balance Sheet shall be prepared in accordance with GAAP. The Closing Working Capital Value shall be prepared consistent with the principles, assumptions and standards used in determining the Working Capital Value as of December 31, 2006 which is attached hereto (along with a corresponding balance sheet and supplemental schedule) as Exhibit I .

          (c) Buyer shall deliver a copy of the Closing Financial Data to Seller promptly after it has been prepared. After receipt of the Closing Financial Data, Seller shall have thirty (30) days to review the Closing Financial Data. Seller and its authorized representatives shall have full access to all relevant books and records and employees of the Acquired Business for any purpose, including, without limitation, to review and verify the Closing Financial Data. Unless Seller delivers written notice to Buyer on or prior to the sixtieth (60th) day after Seller’s receipt of the Closing Financial Data specifying in reasonable detail the amount, nature and basis of all disputed items, Seller shall be deemed to have accepted and agreed to the calculation of the Closing Working Capital Value. If Seller notifies Buyer of its objection to the calculation of the Closing Working Capital Value as described above, Buyer and Seller shall, within sixty (60) days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive.

          (d) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a firm of nationally recognized independent certified public accountants (the “Neutral Auditors”) selected by Seller and Buyer within ten (10) days after the expiration of the Resolution Period. If Seller and Buyer are unable to agree on the Neutral Auditors, then each of Seller and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within the past two years. Each of Seller and Buyer agree to

execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as between Seller and Buyer in proportion to the Neutral Auditors’ percentage allocation of the disputed amount between Seller and Buyer such that the prevailing party pays the lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Section 2.8 and the presentations by Seller and Buyer only, and not by independent review, only those issues still in dispute. The Neutral Auditors’ determination shall be made within thirty (30) days of their selection, shall be set forth in a written statement delivered to Seller and Buyer and shall be deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors’ determination. The term “Final Closing Working Capital Value” shall mean the definitive Closing Working Capital Value agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with Section 2.8(c) hereof or resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.8(d) (in addition to those items theretofore agreed to by Seller and Buyer).

          (e) The Estimated Cash Purchase Price shall be (i) increased dollar for dollar to the extent the Final Closing Working Capital Value exceeds the Estimated Closing Working Capital Value, or (ii) decreased dollar for dollar to the extent the Final Closing Working Capital Value is less than the Estimated Closing Working Capital Value. The Estimated Cash Purchase Price as adjusted pursuant to this Section 2.8(e) shall be referred to as the “Final Cash Purchase Price.”

          (f) If the Final Cash Purchase Price exceeds the Estimated Cash Purchase Price, then Buyer will pay to Seller an amount equal to such excess. If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price, then Seller will pay to Buyer the amount of such deficiency. Any amounts payable pursuant to this Section 2.8(f) shall bear interest from the Closing Date through the date of payment at the federal funds rate of interest publicly announced by the Federal Reserve Board, from time to time, plus 0.5%, for the period from the Closing Date to the date of such payment. Any amounts payable pursuant to this Section 2.8(f) shall be paid by wire transfer of immediately available funds to (i) the account specified by Seller (for the account of Seller), if Seller is owed payment, or (ii) the account specified by Buyer (for the account for the account of Buyer), if Buyer is owed payment, within five (5) business days after the Final Closing Working Capital Value is agreed to by Buyer and Seller or any remaining disputed items are ultimately determined by the Neutral Auditors. For purposes of clarity, Buyer acknowledges and agrees that, although Buyer may at its option assert a claim and setoff against the Contingent Consideration for any amount due to Buyer under this Section, it is the intention of the parties that Seller shall pay any such amounts directly to Buyer.

          (g) The Initial Cash Purchase Price, as adjusted pursuant to this Section 2.8, plus the value of the Stock Consideration plus the amount of the Assumed Liabilities pursuant to Section 2.10 below is referred to herein as the “Final Purchase Price.”

                Section 2.9 Purchase Price Allocation . Attached here to as Exhibit J is an allocation of the Initial Purchase Price among the Purchased Assets plus the amount of the Assumed Liabilities reasonably estimated by Buyer and Seller. Buyer and Seller agree to allocate the Final Purchase Price among the Purchased Assets in accordance with Exhibit J

attached hereto. In the event that the Initial Cash Purchase Price is adjusted in accordance with Section 2.8 hereof, or the Assumed Liabilities are finally determined to be different than the estimated amounts thereof, the Final Purchase Price shall be allocated among the Purchased Assets in accordance with Exhibit J , but as revised to reflect the changes to the classes of Purchased Assets as were the subject of such adjustments and differences. For purposes of all Taxes, the parties agree to report the transactions contemplated in this Agreement in a manner consistent with this Section 2.9 and the allocation set forth in Exhibit J , as so revised, and none of them will take any position inconsistent therewith in any Returns, in any refund claim, in any litigation, or otherwise. Each party agrees to notify the other if any taxing authority proposes to reallocate the Final Purchase Price. Seller and Buyer shall cooperate in good faith in the joint preparation of IRS Form 8594 on a basis consistent with the allocation of the Final Purchase Price in accordance with this Section 2.9 and as set forth in Exhibit J .

                Section 2.10 Assumed Liabilities. At the Closing, Buyer shall execute and deliver to Seller the Assumption Agreement whereby Buyer shall, as of the Closing Date and subject to Section 2.11 below and Seller’s and Shareholders’ satisfaction of the Excluded Liabilities, assume the liabilities and obligations of Seller set forth below (collectively, the “Assumed Liabilities”):

          (a) the Accounts Payable and Commissions Payable, but only to the extent reflected on the Closing Balance Sheet and utilized in the determination of the Closing Working Capital Value;

          (b) all obligations of Seller under the Contracts set forth on Schedule 3.15 hereto either (i) to furnish goods, services, and other non-cash benefits to another party after the Closing or (ii) to pay for goods, services, and other non-cash benefits that another party will furnish to Buyer after the Closing;

          (c) Liabilities under the Licenses to be paid or performed after the Closing that are attributable to the period after Closing; and

          (d) all other Liabilities of Buyer or in respect of the Business or the Purchased Assets to the extent accruing after the Closing.

                Section 2.11 Excluded Liabilities . Except for the Assumed Liabilities, Seller and the Shareholders shall retain, discharge, pay or perform, as the case may be, when due all Liabilities of Seller and any of its Affiliates (whether secured or unsecured, known or unknown, asserted or unasserted, absolute, accrued, contingent or otherwise, and whether due or to become due) (collectively, the “Excluded Liabilities”). Except for the Assumed Liabilities, Buyer shall not be liable or obligated for any of Seller’s and its Affiliates past, present or future Liabilities and nothing in this Agreement shall be construed in any manner to constitute an assumption by Buyer of any such Liability of Seller. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities:

          (a) the Accounts Payable to the extent not reflected on the Closing Balance Sheet or utilized in the determination of the Closing Working Capital Value;

          (b) all Liabilities of Seller that arise out of or in respect of services performed by Seller or any of Seller’s predecessors prior to the Closing Date;

          (c) all Liabilities for claims arising out of or relating to Seller’s employment relationship with any employees of Seller, whether or not hired by Buyer, including, without limitation, any unemployment compensation claims, worker’s compensation claims and claims for race, age, sex and other forms of discrimination and harassment;

          (d) all Liabilities of Seller or any of its Affiliates (i) under any pension, profit sharing, savings, retirement, health, medical, life, disability, dental, deferred compensation, stock option, bonus, incentive, severance pay, group insurance or other similar Employee Benefit Plans or arrangements, or under any policies, handbooks, or custom or practice, collective bargaining agreement, or any employment agreements, whether express or implied, applicable to any of Seller’s employees at any time through the Closing, and any assessments, fines, penalties or monetary damages arising out of the operation of such plans on or prior to the Closing Date and (ii) for any other compensation or benefits, payable or in the future to be payable to any past or present employee or independent contractor of Seller relating to the period on or prior to the Closing Date;

          (e) all other Liabilities with respect to or arising out of Seller’s employment of any of Seller’s employees or their termination by Seller whether prior to or after the Closing Date;

          (f) all Liabilities arising out of any wrongful or unlawful violation or infringement by Seller or any of its Affiliates of any Intellectual Property of any person or entity prior to the Closing Date, including with respect to products of the Business developed, manufactured or sold by Seller or any of Seller’s predecessors prior to the Closing Date;

          (g) all Liabilities arising out of claims alleging damage to the environment or similar claims with respect to the conduct of the Business or the use, occupation, ownership or operation by Seller, any of Seller’s predecessors, and/or any of its or their Affiliates of real property prior to the Closing Date, including any Liabilities under any Environmental, Health and Safety Laws;

          (h) all Liabilities of Seller arising out of any Action pending as of the Closing Date or any Action arising out of or relating to matters or events occurring prior to the Closing Date;

          (i) all Liabilities of Seller in respect of the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness, whether or not disclosed in this Agreement or otherwise;

          (j) all Liabilities of Seller arising out of, under or in connection with any of the Excluded Assets;

          (k) all Liabilities of Seller under any contractual arrangement with an Affiliate of Seller, including, without limitation, the “intercompany account with parent” disclosed in the Financial Statements; and

          (l) all other Liabilities of Seller arising out of or relating to matters or events occurring prior to the Closing Date.

                Section 2.12 Prorations . Current real estate taxes, personal property taxes, rents, utility charges (including electricity, gas, water, sewer and telephone), refuse collection, and other service contracts (as applicable) assumed by Buyer shall be prorated ratably as of the Closing Date. To the extent practicable, all such prorations shall be computed and paid at the Closing, and to the extent not practicable, as soon as practicable thereafter.

                Section 2.13 Reimbursement for Certain Payments . If Buyer pays any of the Excluded Liabilities, then Seller shall reimburse the amount of such payment to Buyer by wire transfer of immediately available funds within two (2) business days of receipt by Seller of a demand for reimbursement, together with corresponding documentation of such payment. In the event that on or after the Closing Date Seller received or receives any payments of accounts receivable relating to the Acquired Business (including, without limitation, Accounts Receivable) Seller shall hold such payment in trust for Buyer and shall remit such payments to Buyer in the form received within two (2) business days of Seller’s receipt of such payments.

                Section 2.14 Management Fee; Contingent Consideration Termination Payment .

          (a) Definitions . For purposes of this Section 2.14 and otherwise in this Agreement, the following definitions shall apply:

                    (i) “Acquired Business” shall mean the Business acquired pursuant to this Agreement.

                    (ii) “Contingent Consideration Termination Date” shall mean the last day of the month during which Buyer delivers a notice in writing to Seller that Buyer desires to exercise its option to terminate the Management Fee payments payable under Section 2.14(b) (the “Termination Notice”); provided that if Buyer delivers a Termination Notice in June or December, the Termination Notice shall be deemed delivered by Buyer during the following month (i.e., July or January, respectively).

                    (iii) “Contingent Consideration Termination Payment” shall mean an amount equal to 6.5 multiplied by Termination Payment EBITDA payable in cash. Examples of the calculation of the Contingent Consideration Termination Payment are attached hereto as Schedule 2.14(b) .

                    (iv) “EBITDA” shall mean the net income of the Acquired Business (excluding any profit sharing commissions) determined in accordance with GAAP for the applicable period before interest, taxes, depreciation and amortization, calculated as if it were being operated as a single and independent corporation. For the avoidance of doubt, the applicable period for 2007 shall begin on the Closing Date.

                    (v) “Interim Management Fee” shall mean 0.75 times, as of any date of determination for the applicable calendar year: (a) $0, if year-to-date EBITDA is less than or equal to Minimum EBITDA for the full current calendar year; (b) year-to-date EBITDA less Minimum EBITDA for the full current calendar year, if year-to-date EBITDA is greater than such Minimum EBITDA but less than Target EBITDA for such calendar year; or (c) 0.5 multiplied by year-to-date EBITDA, if year-to-date EBITDA is greater than or equal to Target EBITDA for such calendar year. The “Interim Management Fee” shall be calculated as of the end of September and December in each calendar year during which a Termination Notice has not been delivered. The calculation for the December Interim Management Fee will be offset by any payment made for the September Interim Management Fee. Examples of the calculation of the Interim Management Fee are attached hereto as Schedule 2.14(a) .

                    (vi) “Interim Manage