UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION COPY

MEADOWBROOK INSURANCE GROUP, INC.
6,250,000 Shares of Common Stock

UNDERWRITING AGREEMENT

July 18, 2007

KeyBanc Capital Markets Inc.

   as Representative of the several Underwriters

c/o KeyBanc Capital Markets Inc.
KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114

Ladies and Gentlemen:

     Meadowbrook Insurance Group, Inc., a Michigan corporation (the “ Company ”), and the stockholders of the Company listed in Schedule A hereto (the “ Selling Stockholders ”), severally confirm their agreement, subject to the terms and conditions stated herein, to sell an aggregate of 6,250,000 shares (the “ Firm Securities ”) of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), to the several underwriters named in Schedule B hereto (the “ Underwriters ”), for whom KeyBanc Capital Markets Inc. (“ KBCM ”) is acting as Representative (the “ Representative ”). The Firm Securities consist of 5,500,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 750,000 outstanding shares of Common Stock to be sold by the Selling Stockholders.

     In addition, the Company also confirms its agreement, subject to the terms and conditions stated herein, to grant the Underwriters an option to purchase all or any part of an aggregate of 937,500 additional shares of Common Stock (the “ Optional Securities ”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “ Securities .” The Company and the Selling Stockholders hereby confirm the agreement with you, acting as Representative of the Underwriters, concerning the purchase of the Securities from the Company and the Selling Stockholders by the Underwriters.

     The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Underwriting Agreement (this “ Agreement ”) has been executed and delivered.

1.

Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a)

A registration statement on Form S-3 relating to the Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations (the “ Securities Act Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder; (ii) been filed with the Commission under the

Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as Representative of the Underwriters and the Company has prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses, if any, as may have been required (or would be required but for the provisions of Rule 172 of the Securities Act Regulations (as defined below)) to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. As used in this Agreement:

	(i)		“ Applicable Time ” means 9:00 p.m. (Eastern time) on the date of this Agreement;
	(ii)		“ Effective Date ” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, was declared effective by the Commission;
	(iii)		“ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Securities;
	(iv)		“ Preliminary Prospectus ” means any preliminary prospectus relating to the Securities included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations;
	(v)		“ Pricing Disclosure Package ” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 of the Securities Act Regulations;
	(vi)		“ Prospectus ” means the final prospectus relating to the Securities, as filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, and any amendments thereof or supplements thereto; and
	(vii)		“ Registration Statement ” means such registration statement, as amended as of the Effective Date, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement, except that, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the Delivery Date, “Registration Statement” shall refer to such registration statement as so amended.

Any reference to the “ most recent Preliminary Prospectus ” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) prior to or on the date hereof. Any reference herein

			to the term “Registration Statement” shall be deemed to include an abbreviated registration statement to register additional shares of Common Stock under Rule 462(b) of the Securities Act Regulations, if any (the “ Rule 462(b) Registration Statement ”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission.
	(b)		The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the applicable Delivery Date to the requirements of the Securities Act and the Securities Act Regulations.
	(c)		At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date of this Agreement, the Company was not and is not an “ineligible issuer” as defined in Rule 405 of the Securities Act Regulations.
	(d)		Each of the Company’s reports filed with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) which are incorporated by reference in the Registration Statement (collectively, the “ Exchange Act Reports ”) conformed in all material respects at the time of filing, and any amendment to the Exchange Act Reports filed after the date hereof will conform in all material respects when filed, to the requirements of the Exchange Act or the rules and regulations thereunder (the “ Exchange Act Regulations ”).
	(e)		The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(f)		The Prospectus will not, as of its date and on the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that no representation or warranty is made as to information contained in or

			omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(g)		The Exchange Act Reports did not, as of their respective dates, and will not on the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
	(h)		The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(i)		Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Securities Act Regulations), when considered together with the Pricing Disclosure Package as of the Applicable Time and at all subsequent times through the completion of the public offer and sale of the Securities, does not and will not include any information that conflicts or will conflict with the information then contained in the Registration Statement. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act Regulations. The Company has not made any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. The Company has retained in accordance with the Securities Act Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act Regulations. The Company has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Securities Act Regulations) in connection with the offering of the Securities will not be required to be filed pursuant to the Securities Act Regulations.
	(j)		The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Michigan, with full corporate power and authority to own and lease its properties and conduct its business as described in each of the most recent Preliminary Prospectus and the Prospectus and to execute and deliver this Agreement and to consummate the transactions contemplated herein. The Company is duly qualified to do business

			and in good standing as a foreign corporation in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby or on the condition (financial or otherwise), assets, business, properties, prospects, results of operations or stockholders’ equity of the Company and the Subsidiaries (as defined below) taken as a whole (any such effect or change, where the context so requires, is hereinafter called a “ Material Adverse Effect ” or “ Material Adverse Change ”). Other than as disclosed in the most recent Preliminary Prospectus and the Prospectus or in Exhibit 21 to the Company’s most recent annual report on Form 10-K, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any material ownership interest in any partnership, joint venture or other association.
	(k)		As of the First Delivery Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries. All of the outstanding capital stock or other equity interests, as applicable, of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, as of the First Delivery Date, will be owned by the Company, directly or indirectly through subsidiaries, free and clear of all liens, encumbrances, equities or claims.
	(l)		Each Subsidiary has been duly organized, is validly existing and in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its organization, as applicable, with the requisite power and authority (corporate, limited liability company or limited partnership, as applicable) to own and lease its properties and conduct its business as described in each of the most recent Preliminary Prospectus and the Prospectus. Each Subsidiary is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as applicable, in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(m)		The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity thereunder may be limited by federal or state securities laws and except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

	(n)		The duly authorized, issued and outstanding capitalization of the Company is as set forth under the caption “Capitalization” in each of the most recent Preliminary Prospectus and the Prospectus as of the date set forth therein and as of the applicable Delivery Date; all of the issued and outstanding shares of capital stock of the Company and its Subsidiaries, including the Securities to be sold by the Selling Stockholders hereunder, are duly authorized and validly issued, fully paid and nonassessable, are free of any preemptive rights, rights of first refusal or similar rights, were issued and sold in compliance with applicable federal and state securities laws and conform in all material respects to the description thereof in each of the most recent Preliminary Prospectus and the Prospectus; except as described in each of the most recent Preliminary Prospectus and the Prospectus, there are no outstanding options, warrants or other rights calling for the issuance of, and there are no commitments, plans or arrangements to issue, any shares of capital stock of the Company and its Subsidiaries or any security convertible or exchangeable or exercisable for capital stock of the Company and its Subsidiairies.
	(o)		The Securities to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform to the description thereof contained in each of the most recent Preliminary Prospectus and the Prospectus, will be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights.
	(p)		The execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in each of the most recent Preliminary Prospectus and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its Subsidiaries; or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets.
	(q)		Other than as identified and described in each of the most recent Preliminary Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right (other than rights which have been waived in writing or otherwise satisfied) to require the Company to file a registration statement under the Securities Act

			with respect to any shares of Common Stock or any other securities of the Company owned or to be owned by such person or to require the Company to include such Common Stock or other securities in the Registration Statement.
	(r)		No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is required for the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated by this Agreement and the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in each of the most recent Preliminary Prospectus and the Prospectus, except such as (i) has been obtained or will have been obtained at the applicable Delivery Date under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations or as may be required by state securities or “blue sky” laws or (ii) may be required by the bylaws and rules of the New York Stock Exchange (the “ NYSE ”) or the National Association of Securities Dealers, Inc. (the “ NASD ”).
	(s)		None of the Company or any of the Subsidiaries (i) is in violation of its certificate of incorporation, by-laws, limited partnership agreement, limited liability company agreement or similar organizational documents, as applicable, (ii) is in default (or, with the giving of notice or lapse of time or both, would be in default) under any indenture, mortgage, deed of trust, lease, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, or (iii) is in violation of any statute or any order, decree, judgment, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets, except in the cases of clauses (ii) and (iii), to the extent any such default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(t)		The Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it, and good and marketable title to all other property owned by it, in each case free from mortgages, pledges, liens, security interests, claims, restrictions, encumbrances and defects of any kind, except as (i) are described in each of the most recent Preliminary Prospectus and the Prospectus or (ii) such would not, individually or in the aggregate, materially affect the value of such property or materially interfere with the use made or to be made of such property by them. All of the leases and subleases material to the business of the Company and the Subsidiaries, and under which the Company or any of its Subsidiaries holds the properties described in each of the most recent Preliminary Prospectus and the Prospectus are in full force and effect, and none of the Company or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any such leases or subleases, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased property under any such lease or sublease.

	(u)		The Company and the Subsidiaries possess such certificates, permits, licenses, franchises, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by appropriate federal, state or local governmental or regulatory agencies or bodies, including, without limitation, from insurance regulatory agencies of the various jurisdictions where they conduct business, necessary to conduct their business in the manner described in each of the most recent Preliminary Prospectus and the Prospectus; the Company and the Subsidiaries have made all necessary filings required under any federal, state or local law, regulation or rule and have obtained all necessary authorizations, consents and approvals from other persons, required in order to conduct their business, except where the failure to so make such filing or obtain such authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, if determined adversely to the Company or any of the Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the authority of each Subsidiary to write classes and lines of insurance authorized by the Governmental Licenses possessed by it is unrestricted; except as disclosed in both the most recent Preliminary Prospectus and the Prospectus, neither the Company nor any of the Subsidiaries is a party to any agreement, formal or informal, with any regulatory official or other person limiting the ability of the Company or any Subsidiary from making full use of the Governmental Licenses issued to it.
	(v)		Except as described in each of the most recent Preliminary Prospectus and the Prospectus, there are no legal or governmental actions, suits, arbitrations or other proceedings pending as to which the Company or any of the Subsidiaries is a party or of which any property of the Company or any of the Subsidiaries is the subject that, if determined adversely to the Company or any of the Subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated. No labor dispute with the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is threatened or imminent that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(w)		There are no legal or governmental proceedings or contracts or other documents of a character required to be described in the Registration Statement, the Prospectus or the most recent Preliminary Prospectus or, in the case of documents, to be filed as exhibits to the Registration Statement, that are not described and filed as required. None of the Company or any of its Subsidiaries has knowledge that any other party to any such contract, agreement or

			arrangement has any intention not to render full performance as contemplated by the terms thereof.
	(x)		The statements made (i) in each of the most recent Preliminary Prospectus and the Prospectus under the captions “Risk Factors – Provisions of the Michigan Business Corporation Act, our articles of incorporation and other corporate governing documents and the insurance laws of Michigan, Missouri, California and Florida may discourage takeover attempts,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” (ii) in the Company’s registration statements on Form 8-A dated September 14, 1995 and October 12, 1999, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, (iii) under the captions “Employment Contracts” and “At-Will Employment and Severance Agreements” in the Company’s proxy statement for the annual 2007 meeting of shareholders, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus and (iv) in Items 14 and 15 of Part II of the Registration Statement, insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.
	(y)		The Company and the Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ intellectual property rights ”) that are necessary to conduct the business now operated by them, or are presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of the Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(z)		Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of the Company or any of the Subsidiaries is in violation of any federal, state or local statute, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, of any governmental agency or body or any court relating to the pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface, or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”) and (ii) the Company and its Subsidiaries have all permits, authorizations and approvals required under any

			applicable Environmental Laws and are each in compliance with their requirements. Except as disclosed in each of the most recent Preliminary Prospectus and the Prospectus, there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its Subsidiaries. To the knowledge of the Company, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws that would, individually or in the aggregate, have a Material Adverse Effect.
	(aa)		(i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ ERISA ”)) for which the Company or any member of the Company’s “ Controlled Group ” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have any liability (each a “ Plan ”) has been maintained in all material respects in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (a) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, (b) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, exists, (c) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan) and (d) none of the Company or any member of the Company’s Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(c)(3) of ERISA); and (iii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
	(bb)		The Company and the Subsidiaries have (i) filed on a timely basis all necessary federal, state, local and foreign income, premium, excise, and franchise tax returns required to be filed or have duly requested extensions thereof; and (ii) paid all taxes shown as due on such tax returns (including any related assessments, fines or penalties). No tax deficiency has been asserted against the Company or any of the Subsidiaries which has had, nor does the Company know of any tax deficiency that is likely to be asserted against the Company or any of the Subsidiaries which, if determined adversely to the Company or any of the Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

	(cc)		The Company and each of the Subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries, including, but not limited to, insurance covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. All policies of insurance covering or maintained by the Company and the Subsidiaries are in full force and effect; the Company and the Subsidiaries are in compliance with the terms of such policies in all material respects; and none of the Company and the Subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance; there are no claims by the Company and the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except where such denial or defense would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the Company and the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. Nothing in this paragraph (dd) is intended to apply to any policy of insurance issued by any Subsidiary of the Company (other than any policy issued to or covering the Company or any other Subsidiary) or to any reinsurance obtained by any Subsidiary of the Company.
	(dd)		Except as disclosed in each of the most recent Preliminary Prospectus and the Prospectus, the Company and its Subsidiaries have made no change in their insurance reserving practices, principles or methods since December 31, 2006.
	(ee)		All reinsurance treaties and arrangements to which any Subsidiary is a party are in full force and effect and no Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except where the failure to be in full force and effect or where such violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; no Subsidiary has received any notice from any of the other parties to such treaties, contracts or agreements that such other party intends not to render full performance and, to the knowledge of the Company and the Subsidiaries, none of the other parties to such treaties or arrangements is reasonably likely to be unable to perform such treaty or arrangement except (x) to the extent adequately and properly reserved for in the financial statements of the Company included in each of the most recent Preliminary Prospectus and the Prospectus, or (y) where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company is not, and has not been, a party to a contract of financial reinsurance, finite risk insurance or reinsurance wherein the

			amount of risk or potential risk transferred to or from the Company is insufficient to permit the Company to classify properly the contract or other arrangement as an “insurance contract,” or where such contract or other arrangement may need to be subsequently reclassified so as to change the accounting treatment thereof; the Company is not, and has not been, a party to any separate written or oral agreements with ceding companies or reinsurers that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under a reinsurance contract, other than the inuring contracts that are explicitly defined in such reinsurance contract.
	(ff)		The Company and each of the Subsidiaries are in compliance in all respects with all applicable provisions of the Occupational Safety and Health Act of 1970, as amended, including all applicable regulations thereunder, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect.
	(gg)		None of the Company or any Subsidiary is in violation of or has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which would reasonably be expected to have a Material Adverse Effect.
	(hh)		None of the Company or any of the Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
	(ii)		The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

	(jj)		None of the Company or any of the Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company and any of the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds to it of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
	(kk)		Except as described in each of the most recent Preliminary Prospectus and the Prospectus, none of the Subsidiaries is currently restricted or prohibited, directly or indirectly, from (i) paying any dividends or distributions to the Company or making any other distribution with respect to such Subsidiary’s capital stock, (ii) repaying to the Company or any other Subsidiary any loans or advances to such Subsidiary from the Company or such other Subsidiary or (iii) transferring any property or assets to the Company or any other Subsidiary of the Company.
	(ll)		The consolidated financial statements of the Company included in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, together with the related schedules and notes, fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the respective dates indicated and the consolidated results of operations and changes in financial position and cash flows of the Company and its Subsidiaries for the respective periods specified, in each case in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise indicated in the notes thereto) and in accordance with Regulation S-X promulgated by the Commission. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary and selected consolidated financial data of the Company and historical consolidated financial data included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus fairly present in all material respects the information shown therein and have been compiled on a basis consistent with that of the consolidated financial statements of the Company included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus. The other financial information included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and the Subsidiaries, as the case may be, and presents fairly, in all material respects, the information shown thereby. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus.
	(mm)		The statutory financial statements of the Company and its Subsidiaries from which certain ratios and other statistical data filed as part of the Registration

			Statement have been derived were prepared for each relevant period in all material respects in conformity with statutory accounting principles or practices required or permitted by the National Association of Insurance Commissioners and by the insurance regulatory authority of the domiciliary jurisdiction of the applicable Subsidiary, and such statutory accounting practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly in all material respects the statutory financial position of the applicable Subsidiaries as of the dates thereof, and the statutory basis results of operations of the applicable Subsidiaries for the periods covered thereby.
	(nn)		The statistical and market-related data included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
	(oo)		None of the Company or any of the Subsidiaries has sustained since the date of the last audited financial statements included in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus any loss or interference with its business material to the Company and the Subsidiaries considered as a whole, otherwise than as set forth or contemplated in each of the most recent Preliminary Prospectus and the Prospectus. Since the respective dates as of which information is given in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, there has not been any (i) material change in the capitalization of the Company or the Subsidiaries, (ii) material increase in the aggregate in the consolidated short-term or long-term debt of the Company, (iii) any transaction that is material to the Company or the Subsidiaries taken as a whole contemplated or entered into by the Company or any of the Subsidiaries, (iv) any obligation, contingent or otherwise, directly or indirectly incurred by the Company or any Subsidiary that is material to the Company or its Subsidiaries taken as a whole or (v) any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, in each case otherwise than as set forth or contemplated in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus.
	(pp)		The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in each of the most recent Preliminary Prospectus and the Prospectus accurately and fully describes in all material respects (A) the accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and that require management’s most difficult, subjective or complex judgments (“ Critical Accounting Policies ”); (B) the judgments and uncertainties affecting the application of critical accounting policies and (C) the likelihood that materially different amounts would be

			reported under different conditions or using different assumptions and an explanation thereof.
	(qq)		Ernst & Young LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries and the related schedules and notes thereto as of and for the years ended December 31, 2005 and 2006 included in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, are independent public accountants as required by the Securities Act and the Securities Act Regulations. Ernst & Young LLP is registered with the Public Company Accounting Oversight Board and their appointment to audit the Company’s financial statements and management’s assessment of the effectiveness of internal control over financial reporting for the years ended December 31, 2005, 2006 and 2007 has been made by the Audit Committee of the Company’s Board of Directors.
	(rr)		PricewaterhouseCoopers LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries and the related schedules and notes thereto as of and for the year ended December 31, 2004 included in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, are independent public accountants as required by the Securities Act and the Securities Act Regulations. PricewaterhouseCoopers LLP is registered with the Public Company Accounting Oversight Board and their appointment to audit the Company’s financial statements and management’s assessment of the effectiveness of internal control over financial reporting for the year ended December 31, 2004 has been made by the Audit Committee of the Company’s Board of Directors.
	(ss)		Except as disclosed in the Pricing Disclosure Package and the Prospectus, since the date of the latest audited financial statements included in each of the most recent Preliminary Prospectus and the Prospectus, (i) there has been no Material Adverse Change, nor any development or event that would reasonably be expected to result in or give rise to a Material Adverse Change, (ii) there have not been any transactions entered into by the Company or any of its Subsidiaries other than in the ordinary course of business which are material to the Company and its Subsidiaries taken as a whole, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.
	(tt)		The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

	(uu)		(i) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 of the Exchange Act Regulations), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company and the Subsidiaries in the reports they will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.
	(vv)		The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act Regulations). Such internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. As of the most recent date for which the effectiveness of the Company’s internal control over financial reporting was assessed, the Company’s internal controls over financial reporting were effective based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework.” As of the date hereof, the Company is not aware of (i) any “significant deficiency” or “material weakness” (in each case, as defined in Public Company Oversight Board Standard No. 2 or any replacement standard) in the Company’s internal control over financing reporting, whether or not subsequently remediated, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
	(ww)		Neither the Company nor any Subsidiary nor, to the knowledge of the Company after reasonable inquiry, any of their respective directors, manager, or partners, as applicable, or officers, in their capacities as such, is in material breach or violation of any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.
	(xx)		No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the most recent Preliminary Prospectus and the Prospectus which is not so described.
	(yy)		The Company’s common stock has been registered under Section 12(b) of the Exchange Act, and the Securities have been authorized for trading on the New York Stock Exchange (the “ Exchange ”). The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act.

	(zz)		The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the most recent Preliminary Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).
	(aaa)		Neither the Company nor any of its affiliates (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act, or the Exchange Act Regulations, or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By-laws of the NASD) any member firm of the NASD.
	(bbb)		Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company after reasonable inquiry, any of their respective officers or directors has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities in order to facilitate the sale or resale of the Securities or otherwise.
	(ccc)		The Company has not distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus to which the Representative has consented in accordance with Section 4(f) hereto.
	(ddd)		The Company has not sold or issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the Securities Act, the Securities Act Regulations or the interpretations thereof by the Commission.
	(eee)		In connection with the offering of the Securities, the Company has not offered and will not offer its Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock in a manner in violation of the Securities Act.
	(fff)		The Company has not relied upon the Representative or legal counsel for the Underwriters for any legal, tax or accounting advice in connection with the offering and sale of the Securities.
	(ggg)		The form of certificate used to evidence the Common Stock complies in all material respects with the applicable statutory requirements, with any applicable requirements of the articles of incorporation and bylaws of the Company and the requirements of the NYSE.

     Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed

a representation and warranty by the Company and the Subsidiaries, as to matters covered thereby, to each Underwriter.

2.

Representations and Warranties of the Selling Stockholders . Each Selling Stockholder, jointly and severally, represents and warrants to, and agrees with, the several Underwriters as follows:

	(a)		As of the First Delivery Date, such Selling Stockholder will be the sole record and beneficial owner of the Securities to be sold by such Selling Stockholder under this Agreement, free and clear of all adverse claims (within the meaning of Section 8-102 of the New York UCC (as defined below)), except for those arising under this Agreement; and upon delivery of and payment for such Securities hereunder in accordance with the provisions of Section 3(d) hereof, the several Underwriters will acquire a security entitlement (as that term is defined in the Uniform Commercial Code as in effect in the State of New York (the “ New York UCC ”) with respect to the Securities, and no action based on an adverse claim (as that term is defined under the New York UCC) to the Securities may be asserted against any of the Underwriters, provided , that each such Underwriter does not have notice of any adverse claim (within the meaning of Section 8-105 of the New York UCC). Such Selling Stockholder is selling the Securities to be sold by such Selling Stockholder for such Selling Stockholder’s own account and is not selling such Securities, directly or indirectly, for the benefit of the Company, and no part of the proceeds of such sale received by such Selling Stockholder will inure, either directly or indirectly, to the benefit of the Company other than as described in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus.
	(b)		Such Selling Stockholder has the power and authority to enter into, and has duly authorized, executed and delivered, a Stock Custody Agreement (the “ Custody Agreement ”), which Custody Agreement is a valid and binding obligation of such Selling Stockholder, to Meadowbrook Insurance Group, Inc., as Custodian (the “ Custodian ”); pursuant to the Custody Agreement the Selling Stockholder has placed in custody with the Custodian, for delivery under this Agreement, the certificates in negotiable form representing the Securities to be sold by such Selling Stockholder; such certificates represent validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and, as of the First Delivery Date, such certificates will be duly and properly endorsed in blank for transfer, or will be accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever.
	(c)		Such Selling Stockholder has the power and authority to enter into, and has duly authorized, executed and delivered to Robert S. Cubbin, Michael G. Costello and Karen S. Spaun, each as attorney-in-fact (the “ Attorneys-in-Fact ”), an irrevocable power of attorney (the “ Power of Attorney ”) authorizing and directing the Attorneys-in-Fact to effect the sale and delivery of the Securities being sold by

			such Selling Stockholder, to enter into this Agreement and to take all such other action as may be necessary hereunder.
	(d)		Each of the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
	(e)		Such Selling Stockholder has the power and authority to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder pursuant to this Agreement.
	(f)		This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
	(g)		The execution and delivery by such Selling Stockholder of this Agreement, the Custody Agreement, the Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not result in (A) a breach or violation of any of the terms and provisions of, impose any lien, charge or encumbrance upon any property or assets of such Selling Stockholder, or constitute a default under any, indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to such Selling Stockholder or (B) the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of such Selling Stockholder.
	(h)		No consent, approval, authorization or order of, or filing with, any court or any federal, state or local governmental agency or regulatory commission or body is required for the execution, delivery and performance by such Selling Stockholder of this Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by such Selling Stockholder, except such as (i) has been obtained or made under the Securities Act or the Exchange Act or as may be required by state securities or “blue sky” laws or (ii) may be required by the bylaws and rules of the NASD.

	(i)		Such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus or the Prospectus. Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) relating to the Securities.
	(j)		Other than as contemplated by this Agreement and except as disclosed in each of the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, there is no broker, finder or other party that is entitled to receive from such Selling Stockholder any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions contemplated by this Agreement.
	(k)		To the knowledge of such Selling Stockholder, the Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(l)		To the knowledge of such Selling Stockholder, the Exchange Act Reports did not, as of their respective dates, and will not on the First Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
	(m)		To the knowledge of such Selling Stockholder, the Prospectus will not, as of its date and on the First Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(n)		To the knowledge of such Selling Stockholder, the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided , that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the

			Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(f).
	(o)		Such Selling Stockholder is not prompted to sell Securities by any information concerning the Company that is not set forth in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus.
	(p)		Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
	(q)		The sale of the Securities by the Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates.
	(r)		Such Selling Stockholder has not relied upon the Representative or legal counsel for the Underwriters for any legal, tax or accounting advice in connection with the offering and sale of the Securities.
	(s)		Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in both the Preliminary Prospectus and the Prospectus under the captions “Selling Shareholders” (in the base prospectus) and “Selling and Principal Shareholders” (in the prospectus supplement).
	(t)		Such Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Securities that are to be sold by the Company or any of the other Selling Stockholders to the Underwriters pursuant to this Agreement.
	(u)		As of the First Delivery Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Securities to be sold by such Selling Stockholder to the Underwriters hereunder will have been fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will have been fully complied with.

     Any certificate signed by a Selling Stockholder (if such Selling Stockholder is a natural person) or any officer of any Selling Stockholder (if such Selling Stockholder is an entity) and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.

3.

Sale, Purchase and Delivery of Securities .

(a)

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to

issue and sell 5,500,000 Firm Securities, and each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule B hereto, at a purchase price per share of $9.1675, and (ii) in the event and to the extent that the Underwriters shall exercise their option to purchase Optional Securities as provided in Section 3(b) below, the Company agrees to issue and sell up to 937,500 Optional Securities. The number of Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of Optional Securities to be purchased by the several Underwriters as the number of Firm Securities to be purchased by such Underwriter is of the total number of Firm Securities to be purchased by the several Underwriters, as adjusted by KBCM in such manner as KBCM deems advisable to avoid fr