**EXHIBIT 10.1** STOCK PURCHASE AGREEMENTAMONGSAFE HARBOUR HOLDINGS, LLC,AMERICAN CAPITAL ASSURANCE CORP.,NORTH POINTE HOLDINGS CORP.,ANDNORTH POINTE FINANCIAL SERVICES, INC.October 22, 2007 
 

 
**STOCK PURCHASE AGREEMENT**     This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 22, 2007 by and amongAmerican Capital Assurance Corp., a Florida corporation (“Buyer”), which is a wholly ownedsubsidiary of Safe Harbour Holdings, LLC, a Delaware limited liability company (“Safe Harbour”),and North Pointe Financial Services, Inc., a Michigan corporation (“Seller”), which is a whollyowned subsidiary of North Pointe Holdings Corporation, a Michigan corporation (“NPHC”). Each ofBuyer and Seller may hereafter be referred to as a “Party” or collectively as the “Parties.”     Seller owns the Shares (as defined herein). Seller desires to sell to Buyer, and Buyerdesires to purchase from Seller, the Shares upon the terms and subject to the conditions set forthin this Agreement. As a result of the transactions contemplated herein, Buyer will acquire theShares, and Seller will receive the consideration described in ARTICLE II of thisAgreement.     In consideration of the premises and the mutual promises herein made, and intending to belegally bound hereby, the Parties agree as follows:**ARTICLEI****DEFINITIONS**     In addition to the other definitions contained herein, the following definitions shall applyfor purposes of this Agreement:     1.1 Affiliate. “Affiliate” means, with respect to any Person, (a) any other Personthat controls, is controlled by, or is under common control with such Person. For purposes of thisdefinition, the term “control” of a Person shall mean the possession, directly or indirectly, ofthe power to direct or cause the direction of the management or policies of that Person, whetherthrough the ownership of voting securities, by Contract or otherwise.     1.2 Affiliate Contracts. “Affiliate Contracts” has the meaning specified inSection 3.11(h).     1.3 Annual Financial Statements. “Annual Financial Statements” means the balancesheets of the Company as of December 31 for each of the years 2006 and 2005, and the statements ofincome and cash flows for the years ending December 31, 2006 and 2005, including the notes thereto,attached in Section 3.6(d) of the Disclosure Schedule.     1.4 Books and Records. “Books and Records” means all of the books, records, files andcorrespondence exclusively relating to the Company.     1.5 Book Value. “Book Value” means an amount equal to (a) the amount of the TotalAssets of the Company, minus (b) the amount of the Total Liabilities of the Company (otherthan accrued liabilities for Taxes due with respect to Tax Periods ending on or before the ClosingDate, which liabilities Seller is obligated to pay pursuant to Section 12.2(a)), asdetermined in accordance with GAAP applied consistently with the past practice of the Company.
 

 
     1.6 Business. “Business” means the business conducted by the Company.     1.7 Business Day. “Business Day” means any day that is not a Saturday, Sunday or anyother day on which banks are required or authorized by Law to be closed in Detroit, Michigan orTampa, Florida.     1.8 Business Guidelines. “Business Guidelines” has the meaning specified inSection 3.16(b).     1.9 Buyer. “Buyer” means American Capital Assurance, Corp., a Florida corporation.     1.10 Buyer Indemnitees. “Buyer Indemnitees” has the meaning specified in Section10.3(b).     1.11 Closing. “Closing” means the closing of the transactions provided for in thisAgreement, which shall take place on the Closing Date at the offices of Honigman Miller Schwartzand Cohn LLP, 2290 First National Building, 660 Woodward, Detroit, Michigan 48226 or such otherplace as the Parties may agree.     1.12 Closing Value Statement. “Closing Value Statement” has the meaning specified inSection 2.4(a).     1.13 Closing Date. “Closing Date” means a date mutually acceptable to Seller andBuyer not later than five (5) Business Days after the satisfaction of all closing conditions,including receipt of the Consent Order of the Florida Office of Insurance Regulation approving thesale of the Shares to Buyer.     1.14 Code. “Code” means the Internal Revenue Code of 1986, as amended, and anyapplicable rules and regulations thereunder, and any successor to such statute, rules orregulations.     1.15 Company. “Company” means Home Pointe Insurance Company, a Florida insurancecorporation.     1.16 Confidential Information. “Confidential Information” means any informationconcerning the Business and affairs of the Company not generally available to the public.     1.17 Consent. “Consent” means, with respect to any Person, any consent, approval,release or authorization by such Person.     1.18 Contract. “Contract” means any oral or written contract.     1.19 Controlling Party. “Controlling Party” has the meaning specified in Section10.5(d).     1.20 Damages. “Damages” means all costs, losses, damages, and other expenses(including interest, penalties and reasonable attorneys’ fees and expenses, whether in connection
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with Third Party Claims or claims among the Parties inter se for the enforcement of the provisionsof this Agreement).     1.21 Disclosure Schedule. “Disclosure Schedule” means the disclosure schedule datedthe date of this Agreement. Terms used in the Disclosure Schedule and not otherwise definedtherein have the same meanings as set forth in this Agreement.     1.22 Effective Time. “Effective Time” means 12:01 A.M. EST on the first day of themonth in which the Closing Date occurs.     1.23 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, asamended, and any applicable rules and regulations thereunder, and any successor to such statute,rules or regulations.     1.24 Existing Reinsurance Agreements. “Existing Reinsurance Agreements” has themeaning specified in Section 3.17.     1.25 Final Book Value. “Final Book Value” has the meaning specified in Section2.5(a).     1.26 GAAP. “GAAP” means generally accepted accounting principles in the United Statesas set forth in pronouncements of the Financial Accounting Standards Board.     1.27 Governmental Body. “Governmental Body” means any foreign or domestic federal,state or local government or quasi-governmental authority or any department, agency, subdivision,court or other tribunal of any of the foregoing.     1.28 Income Taxes. “Income Taxes” (or “Income Tax”) means all Taxes based upon,measured by, assessed or imposed upon net income.     1.29 Income Tax Return. “Income Tax Return” means any Tax Return relating to IncomeTaxes.     1.30 Indebtedness. “Indebtedness” means any (a) obligation relating to indebtednessfor borrowed money, including any bank overdraft, (b) obligation evidenced by a note, bond,debenture or similar instrument, and (c) obligation in respect of banker’s acceptances or lettersof credit.     1.31 Indemnified Party. “Indemnified Party” has the meaning specified in Section10.1.     1.32 Indemnifying Party. “Indemnifying Party” has the meaning specified inSection 10.1.     1.33 Initial Purchase Price. “Initial Purchase Price” has the meaning specified inSection 2.3.
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     1.34 Interim Financial Statements. “Interim Financial Statements” means the unauditedbalance sheet of the Company as of September 30, 2007, and the statements of income and cash flowsfor the nine-month period then ended, all attached hereto in Section 3.6(d) of the DisclosureSchedule.     1.35 Knowledge of Seller. “Knowledge of Seller” means the actual knowledge after dueinquiry of any of the employees listed on Exhibit 1.35.     1.36 Law. “Law” means any domestic (federal, state or local) or foreign law, statute,code, ordinance, rule, regulation, constitution or treaty of any Governmental Body.     1.37 Licenses and Permits. “Licenses and Permits” means all licenses and permitsissued to the Company by any Governmental Body, and include any licenses and permits which arerequired for the Company to conduct the Business as it is presently being conducted, including allauthorizations or other qualifications to transact insurance or reinsurance or to write insuranceon a surplus line or non-admitted basis.     1.38 Lien. “Lien” means any mortgages, liens, deeds of trust, security interests,pledges, restrictions, prior assignments, charges, claims, defects in title, restrictions ontransfer, Taxes, options, warrants, purchase rights, demands and encumbrances of any kind or typewhatsoever.     1.39 Material Adverse Effect; Material Adverse Change. “Material Adverse Effect” or“Material Adverse Change” means any effect or change, respectively, which is, or which isreasonably likely to be, materially adverse to the Company taken as a whole.     1.40 Material Contracts. “Material Contracts” has the meaning specified inSection 3.12.     1.41 North Pointe Casualty. “North Pointe Casualty” shall mean North Pointe CasualtyInsurance Company, a Florida insurance company.     1.42 Notice. “Notice” has the meaning specified in Section 13.3.     1.43 Notice of Disagreement. “Notice of Disagreement” has the meaning specified inSection 2.4(b).     1.44 Order. “Order” means any order, award, decision, injunction, judgment, ruling,decree, charge, writ, subpoena or verdict entered, issued, made or rendered by any GovernmentalBody or arbitrator.     1.45 Ordinary Course of Business. “Ordinary Course of Business” means the ordinarycourse of the Business conducted by the Company, consistent with past custom and practice.     1.46 Person. “Person” means a natural person, corporation, trust, partnership,limited liability company, limited liability partnership, association, joint stock company, jointventure, unincorporated organization, Governmental Body, or any other legal entity.
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     1.47 Policies. “Policies” has the meaning specified in Section 3.16(b).     1.48 Power of Attorney. “Power of Attorney” shall mean a Power of Attorney in formidentical to that which is attached hereto as Exhibit 1.48.     1.49 Proceeding. “Proceeding” means any action, audit, lawsuit, litigation,proceeding, hearing, investigation or arbitration or other method of settling disputes ordisagreements (in each case, whether civil, criminal or administrative) by or before anyGovernmental Body or arbitrator.     1.50 Producers. “Producers” means agents, brokers, general agents, managing generalagents, reinsurance intermediaries and insurance producers that sell, market, solicit or underwritethe Policies of the Company.     1.51 Purchase Price Adjustment. “Purchase Price Adjustment” has the meaning specifiedin Section 2.5(b).     1.52 Receivables. “Receivables” has the meaning specified in Section 3.9(a).     1.53 Recoupable Assessments. “Recoupable Assessments” means any monies received bythe Company subsequent to the Closing Date that relate to the recoupment of prior assessments byCitizens Property Insurance Company, the Florida Insurance Guaranty Association or the FloridaHurricane Catastrophe Fund, in either case that were incurred by the Company on or before theClosing Date, and are not owed to the Company’s reinsurers under its reinsurance agreements.     1.54 Reinsurance Agreement. “Reinsurance Agreement” means the Quota Share ReinsuranceContract between the Company and North Pointe Casualty in which North Pointe Casualty will takeresponsibility for all insurance Losses of the Company that occur before Closing, in the formattached as Exhibit 1.54.     1.55 Reinsurance Premium. “Reinsurance Premium” shall have the meaning assigned tosuch term in the Reinsurance Agreement.     1.56 Requisite Regulatory Approvals. “Requisite Regulatory Approvals” has the meaningspecified in Section 7.2.     1.57 SAP. “SAP” has the meaning specified in Section 3.6(d).     1.58 Seller. “Seller” means North Pointe Financial Services, Inc., a Michigancorporation.     1.59 Seller Indemnitees. “Seller Indemnitees” has the meaning specified inSection 10.4(b).     1.60 Seller’s Legal Opinion. “Seller’s Legal Opinion” means a legal opinion ofcounsel for Seller in substantially the form attached hereto as Exhibit 1.60.
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     1.61 Seller’s Transaction Expenses. “Seller’s Transaction Expenses” means any and alllegal, accounting, Tax, consulting, financial advisory and other professional or transactionrelated costs, fees and expenses incurred by Seller in connection with this Agreement or ininvestigating, pursuing or completing the transactions contemplated hereby (including any amountsowed by Seller to any consultants, auditors, accountants, attorneys or investment bankers).     1.62 Shares. “Shares” means all of the issued and outstanding equity interests in theCompany.     1.63 Statutory Statements. “Statutory Statements” has the meaning specified inSection 3.6(d).     1.64 Taxes. “Taxes” (or “Tax”) means any federal, state, county, local, foreign,territorial, taxes, imposts, charges, fees, levies, and duties, whether or not measured in whole orin part by net income, including interest, additions to tax or interest, and assessments andpenalties with respect thereto.     1.65 Tax Return. “Tax Return” shall mean any and all reports, returns (includinginformation returns), or other documents required to be supplied to a Governmental Body withrespect to any Tax, including any schedule or attachment thereto, and including any amendmentthereof.     1.66 Third Party Claim. “Third Party Claim” has the meaning specified in Section10.5(b).     1.67 Total Assets. “Total Assets” means all of the assets on the books of theCompany, as determined in accordance with GAAP applied consistently and in accordance with the pastaccounting practices of the Company.     1.68 Total Liabilities. “Total Liabilities” means all of the liabilities on the booksof the Company, as determined in accordance with GAAP applied consistently and in accordance withthe past accounting practices of the Company.**ARTICLEII****PURCHASE AND SALE**     2.1 Purchase and Sale. In accordance with the terms and upon the conditions containedin this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyerall right, title and interest in and to the Shares, free and clear of all Liens.     2.2 Payments.          (a) At the Closing, Buyer shall pay the Initial Purchase Price to Seller.          (b) At the Closing, Buyer shall pay the Reinsurance Premium to Seller.
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          (c) Within five (5) days after the Final Book Value has been determined pursuant toSection 2.4, Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be,the Purchase Price Adjustment.          (d) In addition, within forty-five (45) days after the end of each applicable calendar quarterafter the Effective Time, Buyer shall pay Seller one-half of any Recoupable Assessments receivedduring such quarter, but only to the extent such amounts are not accrued into income or actuallyreceived before the Closing Date.          (e) All payments pursuant to this Section 2.2 shall be made by wire transfer ofimmediately available funds to an account designated by the recipient in writing.     2.3 Purchase Price Determination.     The initial purchase price shall be equal to the Book Value as reflected on the unauditedfinancial statements of the Company for the Effective Time (the “Initial Purchase Price”).     2.4 Final Book Value.          (a) As promptly as practicable, but no later than 90 days after the Closing Date, the Buyerwill cause to be prepared and delivered to Seller a detailed calculation (the “Closing ValueStatement”) of the Book Value as of the Effective Time. The Closing Value Statement will beaccompanied by a certificate of an officer of Buyer, on behalf of Buyer in such officer’s corporatecapacity, specifying that the Closing Value Statement was prepared in accordance with theprovisions of this Section 2.4(a).          (b) If Seller disagrees with Buyer’s calculation of the Book Value as of the Effective Time asset forth in the Closing Value Statement delivered pursuant to Section 2.4(a), Seller may,within 20 days after delivery of the Closing Value Statement, deliver a notice (the “Notice ofDisagreement”) to Buyer disagreeing with such calculation and setting forth Seller’s calculation ofsuch amount. Failure to notify Buyer within such 20-day period shall be deemed acceptance of theClosing Value Statement. Any Notice of Disagreement shall specify those items or amounts as towhich Seller disagrees, and Seller shall be deemed to have agreed with all other items and amountscontained in the Closing Value Statement delivered pursuant to Section 2.4(a).          (c) If a Notice of Disagreement is duly delivered pursuant to Section 2.4(b), Buyerand Seller shall, during the 15 days following the delivery of such Notice, use their reasonablebest efforts to reach agreement on the disputed items or amounts in order to determine, as may berequired, the amount of the Book Value as of the Effective Time, which amount shall not be lessthan the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.4(a),nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section2.4(b). If, during such period, Buyer and Seller are unable to reach such agreement, theyshall promptly thereafter cause an independent accountant of nationally recognized standingreasonably satisfactory to Buyer and Seller (who shall not have any material relationship withBuyer or Seller) promptly to review this Agreement and the disputed items or amounts for thepurpose of calculating the Book Value as of the Effective Time. In making such calculation, suchindependent accountant shall consider only those items or amounts in the Book
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Value as of theEffective Time as to which Seller and Buyer have disagreed. Such independent accountant shalldeliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation.Such report shall be final and binding upon Buyer and Seller. The cost of such review and reportshall be borne by the party whose calculation of the Book Value as of the Effective Time differsmost greatly from such independent accountant’s final determination.          (d) Buyer and Seller agree that they will, and agree to cause their respective independentaccountants to, cooperate and assist in the preparation of the Closing Value Statement and thecalculation of the Book Value as of the Effective Time and in the conduct of the audits and reviewsreferred to in this Section 2.4, including without limitation, the making available to theextent necessary of books, records, work papers and personnel. The work papers of their respectiveindependent accountants, as they relate to the computations of the Book Value as of the EffectiveTime shall be furnished upon request to Buyer and Seller.     2.5 Adjustments to Purchase Price.          (a) If Final Book Value is less than the Initial Purchase Price, Seller shall pay to Buyer, asan adjustment to the Initial Purchase Price, the amount by which the Initial Purchase Price exceedsFinal Book Value. If Final Book Value is more than the Initial Purchase Price, Buyer shall pay toSeller, as an adjustment to the Initial Purchase Price, the amount by which Final Book Valueexceeds the Initial Purchase Price. “Final Book Value” means the Book Valueas of the Effective Time (1) as shown in Buyer’s calculation delivered pursuant to Section2.4(a), if no notice of disagreement with respect thereto is duly delivered pursuant toSection 2.4(b); or (2) if such a notice of disagreement is delivered, (A) as agreed byBuyer and Seller pursuant to Section 2.4(b) or (B) in the absence of such agreement, asshown in the independent accountant’s calculation delivered pursuant to Section 2.4(c);*provided*that in no event shall Final Book Value be less than Buyer’s calculation of Book Value asof the Effective Time delivered pursuant to Section 2.4(a) or more than Seller’scalculation of Book Value as of the Effective Time delivered pursuant to Section 2.4(b).          (b) Any adjustment to the Initial Purchase Price (“Purchase Price Adjustment”) required to bepaid pursuant to Section 2.5(a) shall be wired to the Seller or Buyer, as appropriate andin accordance with wiring instructions to be provided by the recipient within five (5) days afterthe Final Book Value has been determined.**ARTICLEIII****REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY**     Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that,except as disclosed on the Disclosure Schedule and any update, amendment, or supplement thereto ifand as agreed to by Buyer pursuant to Section 6.11:     3.1 Organization, Capitalization.          (a) The Company is a corporation duly organized, validly existing and in good standing underthe Laws of the State of Florida. The Company has all requisite corporate power and authority tocarry on its Business as it is now being conducted and to own and lease
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its assets which it nowowns and leases. The Company is duly licensed, registered and qualified to do business and is ingood standing in all states in which the ownership or leasing of its assets or the conduct of itsBusiness requires such qualification. Section 3.1(a) of the Disclosure Schedule sets fortheach state in which the Company is licensed or qualified to do business. Seller has delivered toBuyer accurate and complete copies of the articles of incorporation, bylaws, minute books and stockrecords of the Company.          (b) Section 3.1(b) of the Disclosure Schedule sets forth all of the authorized, issuedand outstanding Shares of the Company. The Shares are duly authorized, validly issued, fully paidand nonassessable and have been issued without violation of any preemptive or other right topurchase, and are held of record by Seller. Seller has good and indefeasible title to the Shares,free and clear of all Liens. There are no other stock or other equity ownership interests in theCompany or outstanding securities convertible or exchangeable into stock or other equity ownershipinterests of the Company, and there are no options, warrants, purchase rights, subscription rights,conversion rights, exchange rights, calls, puts, rights of first refusal or otherContracts that could require the Company to issue, sell or otherwise cause to becomeoutstanding stock or other equity ownership interests in the Company.     3.2 Subsidiaries. The Company has no subsidiaries and has no Contract in respect ofany strategic partnership or similar relationship.     3.3 Investments. Section 3.3 of the Disclosure Schedule sets forth acomplete, correct and accurate list of each of the securities in the Company’s investment portfolioand their fair market value as of the date of the Interim Financial Statements.     3.4 Authorization, Validity, and Enforceability. All corporate acts or proceedingsrequired to be taken by the Company to authorize the execution, delivery and performance of thisAgreement and the Reinsurance Agreement and all transactions contemplated hereby and thereby havebeen duly and properly taken. The Reinsurance Agreement to be delivered by the Company at theClosing will be duly executed and delivered and constitute lawful, valid and legally bindingobligations of the Company, enforceable in accordance with their terms. All corporate acts orproceedings required to be taken by North Pointe Casualty to authorize the execution, delivery andperformance of the Reinsurance Agreement and all transactions contemplated thereby have been dulyand properly taken. The Reinsurance Agreement to be delivered by North Pointe Casualty at theClosing will be duly executed and delivered and constitute lawful, valid and legally bindingobligations of North Pointe Casualty, enforceable in accordance with its terms.     3.5 Compliance. The execution and delivery of this Agreement and the ReinsuranceAgreement and the consummation of the transactions contemplated hereby and thereby will not resultin the creation of any Lien or the termination or acceleration of any Indebtedness or otherobligation of the Company or of North Pointe Casualty and are not prohibited by, do not violate orconflict with any provision of, do not constitute a default under or a breach of and do not impairany rights or give rise to any rights to terminate or modify or to damages or penalties under (a)the articles of incorporation or bylaws of the Company or North Pointe Casualty, (b) anyIndebtedness, Contract, Licenses and Permits or other instrument to which the Company or NorthPointe Casualty is a party or by which the Company or North Pointe Casualty or any of
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their assetsare bound, (c) any Order applicable to the Company or North Pointe Casualty, or (d) any Lawapplicable to the Company or North Pointe Casualty. There is no Proceeding or Order (or any basistherefor) pending or, to the Knowledge of Seller, threatened against or affecting the Company orNorth Pointe Casualty, which in any manner challenges or seeks to prevent, enjoin, alter ormaterially delay the transactions contemplated by this Agreement.     3.6 Financial Statements.          (a) The Annual Financial Statements and Interim Financial Statements (i) are correct andcomplete and are consistent with the books of account and records of the Company, (ii) presentfairly in all material respects the financial condition, results of operations andchanges in equity and cash flow of the Company as of the dates and for the periods indicated,and (iii) have been prepared in accordance with GAAP consistently applied, except that the InterimFinancial Statements do not contain all of the footnotes required by GAAP.          (b) The books, records and accounts of the Company accurately and fairly reflect in allmaterial respects the activities of the Company.          (c) The Company is not insolvent, has not proposed a compromise or similar arrangement to itscreditors generally, has not had any petition for a receiving order in bankruptcy filed against it,has not made a voluntary assignment in bankruptcy, has not taken any proceeding to have a receiverappointed to any part of its assets, and has not had any debtor take possession of any of itsproperty.          (d) Section 3.6(d) of the Disclosure Schedule sets forth (i) the audited annualstatements of the Company as of December 31, 2005 and 2006, (ii) unaudited quarterly statements ofthe Company as of March 31 and June 30, 2007, as filed with the insurance regulatory authority inFlorida, together will all exhibits, schedules and notes thereto and any affirmations andcertifications filed therewith (collectively, the “Statutory Statements”), and (iii) interim GAAPstatements for the quarter ended September 30, 2007. The Statutory Statements were prepared inaccordance with statutory accounting principles prescribed or permitted by the State of Florida(“SAP”) consistently applied during the periods covered thereby and fairly present the financialcondition of the Company on the dates of such statements and the results of its operations and cashflows for the periods covered thereby, and no insurance regulatory authority has asserted anymaterial deficiency with respect to such Statutory Statements.          (e) The Company has no Indebtedness.     3.7 Absence of Undisclosed Liabilities. To the Knowledge of Seller, all materialliabilities of the Company are reflected either in the Disclosure Schedule or on balance sheetincluded with the Interim Financial Statements.     3.8 Good Title. Except as set forth in Section 3.8 of the DisclosureSchedule, the Company has good and marketable title to all of its property, whether real,personal, tangible or intangible as reflected on the balance sheet included in the InterimFinancial Statements including, but not limited to the investments in the Investment Portfolio,free and clear of all Liens.
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     3.9 Accounts Receivable; Accounts Payable; Recoupable Assessments.          (a) All reinsurance recoverables, premium receivables and other accounts receivable of theCompany reflected on the Interim Financial Statements, and all reinsurance recoverables, premiumreceivables and other accounts receivable of the Company accrued sincethe date of the Interim Financial Statements (collectively, the “Receivables”), arose in theOrdinary Course of Business.          (b) The accounts payable of the Business reflected on the Interim Financial Statements arosein the Ordinary Course of Business, and all such accounts payable have either been paid, are notyet due and payable, or are being contested by the Company in good faith. All accounts payablebeing contested in good faith are set forth on Section 3.9(b) of the Disclosure Schedule.          (c) Section 3.9(c) of the Disclosure Schedule sets forth the Recoupable Assessmentsfor the Company.     3.10 Real Estate. Except for office space leased from an Affiliate of the Company,the Company does not own or lease, and has never owned or leased any parcel of real property.     3.11 Absence of Certain Changes or Events. Since the date of the Interim FinancialStatements and except as set forth in the Disclosure Schedule or as specifically provided in thisAgreement:          (a) there has not been any Material Adverse Change;          (b) except for disposition of assets in the Investment Portfolio, the Company has not sold,leased, transferred, assigned or otherwise disposed of any of its assets (tangible or intangible)with a value in excess of $10,000;          (c) except for acquisition of assets in the Investment Portfolio, the Company has notpurchased any assets or property (tangible or intangible) with a value in excess of $10,000;          (d) the Company has not made any commitments for material capital expenditures to be paidafter the Closing;          (e) the Company has not made any material change in its accounting practices or methodologies,reserve practices or methodologies, underwriting standards or practices, payment practices,collection practices, selling practices or levels of sales efforts, or otherwise materially changedits method of doing business;          (f) there has been no material change in the classes and types of insurance business writtenby the Company;          (g) the Company has not issued, sold or otherwise disposed of any of its stock or other equityownership interests, or granted any rights to acquire any of its stock or other equity ownershipinterests or declared, set aside, made or paid any dividend or distribution with
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respect to its stock or other equity ownership interests or redeemed, purchased or otherwiseacquired any stock or other equity ownership interest of the Company;          (h) except for payments under contracts with its Affiliates (the “Affiliate Contracts”), theCompany has not made any payments of any form or kind to Seller or other Affiliates of the Company;and          (i) the Company has not agreed, whether in writing or otherwise, to take any action describedin this Section.     3.12 Material Contracts. Other than the Policies, the Investments and any Contractswhich will be terminated as of the Closing Date, the Company is not a party to or subject or boundby any Contracts for an amount in excess of $5,000 or a term greater than one year (the “MaterialContracts”), except as set forth on Section 3.12 of the Disclosure Schedule. Seller hasdelivered a correct and complete copy of each such written Material Contract to Buyer, togetherwith all amendments, exhibits, attachments, waivers or other changes thereto.     3.13 Litigation and Other Proceedings. Other than disputes that arose in the OrdinaryCourse of Business with respect to the policies, the Company is not engaged in or a party to or, tothe Knowledge of Seller, threatened with any Proceeding or Order. Section 3.13 of theDisclosure Schedule lists all material Proceedings and Orders involving the Company since itsincorporation.     3.14 Employees. The Company does not have and has never had any employees or anyindependent contractors who would be classified as employees for employment benefit purposes.     3.15 Licenses and Permits. All material Licenses and Permits are set forth inSection 3.15 of the Disclosure Schedule. All Licenses and Permits are in full force andeffect and will remain in full force and effect immediately following the consummation of thetransactions contemplated hereby.     3.16 Compliance With Law.          (a) To the Knowledge of Seller, the operations of the Company and its Producers comply andhave been in material compliance with all applicable Laws and Orders. No written notice from anyPerson of any violation of any Law or Order by the Company has been received by the Company.          (b) Section 3.16(b)(1) of the Disclosure Schedule identifies all forms of insurancepolicies and riders thereto (collectively, “Policies”) currently issued by the Company that havebeen filed under applicable insurance Laws requiring the approval of such forms by any GovernmentalBody. Section 3.16(b)(2) of the Disclosure Schedule contains a list of eachsuch Policy indicating those Policies which are currently issued and those which are filedpending review by applicable Governmental Bodies. All policy applications with respect to Policiescurrently issued and required to be filed with or approved by applicable authorities underapplicable insurance Laws have been so filed or approved. Any premium rates with respect toPolicies currently issued, required to be filed with or approved by applicable
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Governmental Bodiesunder applicable insurance Laws have been so filed or approved and premiums charged conform theretoin all material respects. Any premium rate with respect to Policies currently issued or in thepast issued comply or complied with, as applicable, all insurance ratings Laws. The Company is inmaterial compliance with such filing requirements. No deficiencies have been asserted by anyGovernmental Body with respect to any such filings which have not been cured or otherwise resolvedto the satisfaction of such Governmental Body. The underwriting standards utilized and rates andrating factors and criteria applied by the Company with respect to outstanding Policies have beenpreviously disclosed to Buyer and with respect to any such Policies reinsured in whole or in part,conform in all material respects to the standards and ratings required pursuant to the terms of therelated reinsurance or other Contract. Section 3.16(b)(3) of the Disclosure Schedule setsforth all currently utilized underwriting, actuarial, reserve (including claims department policiesrelating to establishing and maintaining appropriate reserves) or investment policies or guidelinesof the Company (collectively, “Business Guidelines”).          (c) The sale, marketing (including, but not limited to, any advertisements and point-of-salematerials) and administration of the Company’s Policies and reinsurance Contracts have beenconducted in material compliance with all federal, state, local and foreign Law applicable to suchsale, marketing and administration. All filings or submissions made by the Company with respect toits form Policies or reinsurance Contracts with any Governmental Body were in material compliancewith applicable Law when filed and no deficiencies have been asserted by any such Governmental Bodywith respect to such filings or submissions that have not been satisfied.          (d) The Company has (i) timely paid all guaranty fund assessments that are due, or claimed orasserted by any Governmental Body to be due from the Company or (ii) provided for all suchassessments in the Annual Financial Statements and Interim Financial Statements to the extentnecessary to be in conformity with GAAP or SAP, as applicable.          (e) Section 3.16(e) of the Disclosure Schedule lists all funds required to bemaintained under any applicable insurance Law in each jurisdiction in which the Company isqualified to act as an insurer (each a “Deposit”).     3.17 Reinsurance. Section 3.17(a) of the Disclosure Schedule lists all cededor assumed reinsurance or retrocessional treaties and Contracts and facultative certificates towhich the Company is currently a party and under which there is liability by any Party to suchagreement or certificate (collectively, the “Existing Reinsurance Agreements”). Each of theExisting Reinsurance Agreements is valid and binding in all material respects in accordance withits terms. Except as disclosed in Section 3.17(b) of the Disclosure Schedule, none ofthe Existing Reinsurance Agreements contains any provision providing that another party thereto mayunilaterally terminate such Existing Reinsurance Agreement, whether as a result of a change ofcontrol or otherwise. Except as disclosed in Section 3.17(c) of the Disclosure Schedule,the Company is entitled to take full credit on its statutory financial statements filed with stateinsurance regulatory authorities with respect to any Existing Reinsurance Agreement pursuant towhich the Company has ceded reinsurance. Except as set forth in Section 3.17(d) of theDisclosure Schedule, no reinsurer of the Company has canceled or otherwise terminated itsrelationship with the Company and no reinsurer has, to the Knowledge of Seller, any plan or
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intention to terminate, to cancel or otherwise materially and adversely modify its relationshipwith the Company.     3.18 Producers.          (a) Section 3.18(a) of the Disclosure Schedule sets forth a correct and complete listof the twenty (20) largest (in terms of the dollar volume of premiums written) Producers of theCompany during the two (2) preceding fiscal years and during the current fiscal year to the date ofthe most recent balance sheet included in the Interim Financial Statements, showing the approximatetotal dollar amount of premiums written by each such Producer during each such fiscal year. AllProducers have been paid the correct amount of commission, and there are otherwise no outstandingdisputes with any of such Producers and, to the Knowledge of Seller, the relationships of theCompany with such Producers are good commercial working relationships.          (b) Since December 31, 2006, none of the Producers listed on Section 3.18(a) of theDisclosure Schedule has indicated in writing to the Company that it shall stop, or materiallydecrease its volume of, writing policies through the Company, or otherwise materially change theterms of its relationship with the Company. To the Knowledge of Seller, there is no fact,condition or event which would adversely affect the relationship of the Company with any suchProducer.     3.19 Intellectual Property. All intellectual property owned by the Company, exceptits name and the design shown on Exhibit 6.13, will be included in the sale and will betransferred to Buyer at the Closing.     3.20 Tax Matters, Tax Returns and Tax Audits.          (a) All Tax Returns required to be filed by the Code or any other applicable Law by or onbehalf of the Company or with respect to the assets or operations of the Company have been dulyfiled in a timely manner (within any applicable extension periods), and such Tax Returns are true,complete and correct in all material respects.          (b) All material Taxes due and owing by the Company or with respect to the assets oroperations of the Company have been timely paid (taking into account any applicable extensionperiods) in full or properly accrued.          (c) The Company has withheld and paid or accrued all Taxes required by applicable Law to bewithheld and paid in connection with any amounts paid or owing to any Producer, contractor,creditor, or other third party.          (d) The Company has not executed any currently effective waiver of any statute of limitationsor extension of the period for the assessment or collection of any Tax.          (e) No audit or other examination of any Tax Return of the Company by any Tax authority ispresently in progress, nor has the Company been notified in writing by any Tax authority of anyrequest for such an audit or other examination, in each case except for the consolidated Income TaxReturns that include Seller. No adjustment relating to any Tax Returns
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filed by, or on behalf ofthe Company has been proposed in writing by any Tax authority to Seller or the Company.          (f) To the Knowledge of Seller, no written claim has been received from a Tax authority in ajurisdiction where the Company does not file a Tax Return that the Company is or may be subject toTax in that jurisdiction.          (g) The Company has not agreed and is not required to include in income any adjustment byreason of a change in accounting method or otherwise under Section 481(a) of the Code (or ananalogous provision of Law).     3.21 Brokerage. Seller and Company do not have any liability or obligation to pay anyfees or commissions to any broker, finder, or agent with respect to the transactions contemplatedby this Agreement for which Buyer could become liable or obligated.     3.22 A.M. Best Rating. (a) A.M. Best has assigned Home Pointe a financial strengthratings of B+ and Sellers have not been advised that A.M. Best is considering any downgrade of suchrating, (b) A.M. Best has not announced or indicated to Home Pointe, the Sellers or itsSubsidiaries that it has under surveillance or review the financial strength of Home Pointe; and(c) except as set forth in Section 3.22 (c) of the Disclosure Schedule, A.M. Best has notcommunicated to Home Pointe or its Subsidiaries that any rating specified in (a) above is likely tobe modified, qualified, lowered or placed under such surveillance or review for any reason, otherthan as a result of the transactions contemplated hereby.**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF SELLER**     Seller hereby represents and warrants to Buyer that the statements contained in thisARTICLE IV applicable to Seller are true and correct as of the date of this Agreement andwill be true and correct as of the Closing Date (as though made then and as though the Closing Datewere substituted for the date of this Agreement throughout this ARTICLE IV), except as setforth in the corresponding section of the Disclosure Schedule.     4.1 Corporate Organization. Seller is a corporation duly organized, validly existingand in good standing under the Laws of the State of Michigan. Seller has all requisite corporatepower and corporate authority to carry on its business as it is now being conducted and to own andlease the properties and assets it now owns and leases.     4.2 Authorization, Validity and Enforceability. Seller has full power and authorityto execute and deliver this Agreement and to perform its obligations hereunder and thereunder. Theexecution, delivery and performance of this Agreement has been duly authorized by Seller. ThisAgreement has been duly executed and delivered by Seller.     4.3 Compliance. The execution and delivery of this Agreement and the consummation ofthe transactions contemplated hereby by Seller will not and do not constitute a default under or abreach of and do not impair any rights or give rise to any rights to terminate or modify or todamages or penalties under (a) the articles of incorporation or bylaws of the Seller,
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(b) anyIndebtedness, Contract, permit or other instrument to which Seller is a party or by which theSeller or any of its assets are bound, (c) any Order applicable to the Seller, or (d) any Lawapplicable to the Seller. There is no Proceeding or Order (or any basis therefor) pending or, tothe knowledge of Seller, threatened against or affecting Seller, which in any manner challenges orseeks to prevent, enjoin, alter or materially delay the transactions contemplated by thisAgreement.     4.4 Brokerage. Seller does not have any liability or obligation to pay any fees orcommissions to any broker, finder, or agent with respect to the transactions contemplated by thisAgreement for which Buyer could become liable or obligated.     4.5 Ownership of the Shares. Seller is the absolute owner of the Shares, free andclear of any Liens.     4.6 Certain Business Practices: The Seller, and the directors, officers, agents andemployees of the Seller, have not (i) used any Company funds for unlawful contributions, gifts,entertainment or other unlawful expenses relating to political activity, campaigns, parties oradvertising, (ii) made any unlawful payment to foreign or domestic government officials oremployees or to foreign or domestic political parties or campaigns or (iii) violated anysimilar provision of applicable Law.**ARTICLE V****REPRESENTATIONS AND WARRANTIES OF BUYER**     Buyer hereby represents and warrants to Seller that the statements contained in thisARTICLE V are true and correct as of the date of this Agreement and will be true andcorrect as of the Closing Date (as though made then and as though the Closing Date were substitutedfor the date of this Agreement throughout this ARTICLE V).     5.1 Corporate Organization. Buyer is a Florida corporation duly formed, validlyexisting and in good standing under the Laws of the State of Florida. Buyer has all requisitecorporate power and authority to carry on its business as it is now being conducted and to own andlease the properties and assets it now owns and leases.     5.2 Authorization, Validity and Enforceability. Buyer has full power and authority toexecute and deliver this Agreement and to perform its obligations hereunder. The execution,delivery and performance of this Agreement has been duly authorized by Buyer. This Agreement hasbeen duly executed and delivered by Buyer.     5.3 Compliance. The execution and delivery of this Agreement and the consummation ofthe transactions contemplated hereby by Buyer will not result in the creation of any lien, chargeor encumbrance of any kind or the termination or acceleration of any indebtedness or otherobligation of Buyer and are not prohibited by, do not violate or conflict with any provision of, donot constitute a default under or a breach of and do not impair any rights or give rise to anyrights to terminate or modify or to damages or penalties under (a) the articles of incorporation orbylaws of Buyer, (b) any Indebtedness, Contract, permit or other instrument to which Buyer is aparty or by which Buyer or any of its assets are bound, (c) any
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Order applicable to Buyer, or (d)any Law applicable to Buyer. There is no Proceeding or Order (or any basis therefor) pending or,to the knowledge of Buyer, threatened against or affecting Buyer, which in any manner challenges orseeks to prevent, enjoin, alter or materially delay the transactions contemplated by thisAgreement.     5.4 Consents and Approvals. Except as set forth on Schedule 5.4, Buyer neednot give any notice to, make any filing with, or obtain any Consent of any Governmental Body or anyother Person in connection with the execution or delivery by Buyer of this Agreement or theconsummation of any of the transactions contemplated hereby.     5.5 Capital Resources. Buyer has, or will have prior to the Closing, sufficient cash,available lines of credit or other sources of immediately available funds to enable it to makepayment of the Initial Purchase Price and any other amounts to be paid by it hereunder.     5.6 Purchase for Investment. Buyer is purchasing the Shares for investment for itsown account and not with a view to, or for sale in connection with, any distribution thereof.Buyer does not have any contract, undertaking, agreement, or arrangement with any person to sell,transfer or grant participation to such person, or to any third persons, with respect to any of theShares to be acquired hereunder. Buyer understands that the Shares are not registered under theSecurities Act of 1933 or any applicable state securities Laws and that any sale, transfer, orother disposition of the Shares must be made only pursuant to an effective registration underapplicable federal and state securities Laws or an available exemption therefrom. Buyer is an“accredited investor” as defined by SEC Rule 501 and an “institutional investor” as defined byFlorida Law. Buyer (either alone or together with its advisors) has sufficient knowledge andexperience in financial and business matters so as to be capable of evaluating the merits and risksof its investment in the Shares and is capable of bearing the economic risks of such investment.Buyer and its representatives have examined books, records, and documents furnished or madeavailable to them by Seller and the Company, and have been given the opportunity to ask suchquestions of, and receive answers from, Seller as Buyer has determined are relevant to the decisionto acquire the Shares and invest in the Company. No compensation or consideration to be paid byBuyer to Seller, the Company, or their respective Affiliates, or any other Person shall, as amongthe Parties, constitute a commission or other remuneration in connection with procuring the sale orpurchase of the Shares or the soliciting of any prospective buyer or seller for such Shares, unlesssuch person is licensed as a broker-dealer. The Shares to be acquired hereunder were not offeredto Buyer by, and Buyer is not otherwise aware of, any general advertising or general solicitationin connection with the sale of the Shares or the Business which is the subject hereof.     5.7 Brokerage. Buyer does not have any liability or obligation to pay any fees orcommissions to any broker, finder, or agent with respect to the transactions contemplated by thisAgreement for which Seller could become liable or obligated.
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**ARTICLE VI****COVENANTS**     6.1 Operation of the Business Prior to the Closing and Access to Business. Except foractions taken pursuant to the prior written consent of Buyer or actions taken in furtherance of theconsummation of the transactions contemplated by this Agreement, from the date of this Agreementuntil the Closing, Seller will cause the Company to:          (a) conduct the Business in the Ordinary Course of Business consistent with prior practiceduring the twelve-month period prior to the date hereof;          (b) continue to meet the contractual obligations of, and pay obligations relating to, theBusiness, as they mature in the ordinary course;          (c) use commercially reasonable efforts to maintain in the Ordinary Course of Business thebusiness and operations of the Company, keep available the services of the current agents of theCompany, and maintain the relations and goodwill with its Producers, customers, licensors, lendersand others having business relations with the Company;          (d) give all required notices in connection with, and use its commercially reasonable effortsto cooperate with Buyer to obtain all Consents necessary or desirable to consummate thetransactions contemplated by the Agreement and to permit Buyer to operate the Business after theClosing; and          (e) allow Buyer and its representatives, employees, counsel and accountants reasonable access,during normal business hours and upon reasonable notice, to the Books and Records, Contracts,documents and data of the Company, and to copy and make abstracts from the same; provided,however, such access will not unreasonably disrupt the normal operations of the Company.     6.2 NPCIC Dwelling Business. Before and after Closing, the Company will offer renewalpolicies to those dwelling fire policies insuring properties located within the State of Floridaremaining in North Pointe Casualty, as those policies come up for renewal.     6.3 Conduct of Seller Prior to Closing. From the date of this Agreement until theClosing, Seller shall not (a) sell, assign, transfer, pledge, encumber or dispose of any of itsShares, except as expressly permitted by this Agreement. All Tax sharing, Tax indemnity and Taxallocation Contracts, to which the Company is a party, will be terminated with respect to theCompany on or before Closing and any rights or obligations of the Company under any such Contractswill be cancelled or paid on or before Closing.     6.4 Efforts to Close. Subject to the terms and upon the conditions of this Agreement,Seller, on the one hand, and Buyer, on the other hand, will use commercially reasonable efforts tocause all of the conditions to the obligations of the other to consummate the transactionscontemplated hereby (as specified in ARTICLE VI and ARTICLE VIII of this Agreement)to be met as soon as practicable after the date of this Agreement.
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     6.5 Cooperation of Third Parties. Where the cooperation of third parties would benecessary in order for a Party to completely fulfill its obligations under this Agreement, bothParties will work together to use their commercially reasonable efforts to cause such third partiesto provide such cooperation.     6.6 Expenses. Except as otherwise expressly provided in this Agreement, whether ornot the transactions contemplated by this Agreement are consummated, each of Seller and Buyer willbear their own costs and expenses (including legal fees and expenses) relating to this Agreementand the transactions contemplated hereby.     6.7 Publicity. Each Party will consult with the other Party prior to issuing anypress release or otherwise making any public statement with respect to the transactionscontemplated by this Agreement, and will not issue any such release or make any such statementwithout written consent from the other Party, except as required by Law. In the event of arequired public statement, the Party making the statement will give reasonable advance notice ofthe content thereof to the other Party and will accept comments thereon to the extent reasonable.Subject to compliance with the foregoing, after the Closing, Buyer and Seller shall each bepermitted to issue press releases, make public announcements and communicate with Producers,customers and other Persons without the consent or participation of the other Party.     6.8 Confidentiality.          (a) Each Party to this Agreement will hold in confidence all documents and informationconcerning the other parties furnished to it in connection with the transactions contemplated bythis Agreement and not otherwise lawfully available to it, and will use such information only inconnection with such transactions and, after the consummation of such transactions, only in theconduct of its business. No Party will release or disclose such documents or information to anyother Person, except to its attorneys, accountants and other outside consultants in connection withthis Agreement, except to the extent such information was previously known by it, in the publicdomain through no fault of such Party, disclosed to it by a third party having no confidentialityobligation to the other Party, or required by Law to be disclosed. If disclosure of ConfidentialInformation is made to attorneys, accountants and other outside consultants in connection with thisAgreement, such agents or other representatives will be bound by the terms of this Section6.8(a). This Section 6.8(a) shall be effective as of the Closing Date.          (b) Prior to the Closing Date, the Confidentiality and Nondisclosure Agreement, dated as ofAugust 10, 2007 by and between American Strategic Insurance Corp. and North Pointe Holdings Corp.shall remain in full force and effect; such Confidentiality and Nondisclosure Agreement willterminate as of the Closing Date.          (c) In the event that a Party is requested or required pursuant to written or oral question orrequest for information or documents in any Proceeding or Order to disclose any ConfidentialInformation, such Party will notify the other Party promptly of the request or requirement so thatthe other Party may seek an appropriate protective order or waive compliance with the provisions ofthis Section 6.8(c). If, in the absence of a protective order or the receipt of a waiverhereunder, a Party is, on the advice of counsel, compelled to disclose any
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Confidential Informationto any tribunal, then such Party may disclose the Confidential Information to the tribunal;provided, however, that such Party shall, at the cost and expense of the otherParty, use its commercially reasonable efforts to obtain, at the request of the other Party, anOrder or other assurance that confidential treatment will be accorded to such portion of theConfidential Information required to be disclosed as the other Party shall designate. Theforegoing provisions shall not apply to any Confidential Information that is generally available tothe public immediately prior to the time of disclosure unless such Confidential Information isso available due to the improper actions of a Party.     6.9 Further Assurances. Subject to the terms and conditions of this Agreement, Sellerand Buyer will use their respective commercially reasonable efforts to take, or cause to be taken,all actions and to do, or cause to be done, all things necessary or desirable under applicable Lawsto consummate the transactions contemplated by this Agreement. Seller and Buyer agree to executeand deliver such other documents, certificates, agreements and other writings and to take suchother actions as may be necessary or desirable in order to consummate or implement expeditiouslythe transactions contemplated by this Agreement.     6.10 Consents and Releases. At or prior to the Closing, Seller shall, and shall causethe Company to, use its commercially reasonable efforts to cooperate with Buyer to obtain writtenConsents from all parties whose Consent is necessary to the consummation of the transactionscontemplated by this Agreement in accordance with the terms hereof.     6.11 Notice of Developments.          (a) If Seller or Buyer becomes aware prior to Closing of any fact or condition that mayconstitute a material breach of any representation or warranty of either Party or may constitute amaterial breach of any representation or warranty of either Party if such representation orwarranty were made on the date of the occurrence or discovery of such fact or condition or on theClosing Date, then the Party that becomes aware of such fact or condition will promptly notify theother Party of such fact or condition.          (b) If any event or matter arises after the date of this Agreement that, if existing oroccurring at the date of this Agreement, (i) would have been required to be set forth or describedby Seller in the Disclosure Schedule or (ii) would have caused a representation or warranty inARTICLE III to be violated as of such date, then Seller shall promptly deliver to Buyer arevised copy of the Disclosure Schedule updated, amended, or otherwise supplemented to reflect suchevent or matter; provided, however, that no update, amendment or supplement to theDisclosure Schedule may be made for other than informational purposes unless Buyer agrees inwriting to include such update, amendment, or supplement as a revised Disclosure Schedule;providedfurther, however, that if Buyer so agrees to revise the DisclosureSchedule for any such update, amendment, or supplement, such agreement shall operate as a waiver ofany claim under ARTICLE VIII or otherwise by Buyer with respect to the item or items setforth in such update, amendment, or supplement. All references herein to the Disclosure Scheduleshall, after any such update, amendment, or supplement to which Buyer has agreed as provided above,include the Disclosure Schedule as so updated, amended, or supplemented. In the event that Buyerdoes not agree to revise the Disclosure Schedule, Seller may proceed to negotiate in good faithwith Buyer an adjustment to the Initial Purchase Price, or other applicable provisions of this
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Agreement, and, if such negotiations fail, terminate this Agreement without additional liability.It is anticipated that certain sections of the Disclosure Schedule will routinely require updatingand supplementation between the date hereof and the Closing Date, and so long as such updatingor supplementation reflects events or matters arising after the date of this Agreement in theOrdinary Course of Business, and which are not reasonably anticipated to result in a MaterialAdverse Effect, Buyer shall not unreasonably withhold or delay agreement to such updating orsupplementation of the Disclosure Schedule.     6.12 Transition. Seller shall not take any action that is designed or intended tohave the effect of discouraging any Producer, licensor, customer or other business associate of theCompany (other than any Affiliates of Seller) from maintaining the same business relationships withthe Company after the Closing as it maintained with the Company prior to the Closing.     6.13 Intellectual Property. On or before the 12 month anniversary of the Closing DateBuyer shall, and shall cause the Company to (i) change the name of the Company to a name that doesnot include the word “Pointe” and (ii) cease all use of trade names and trade marks that includethe name “Pointe” and/or the design shown on Exhibit 6.13.**ARTICLE VII****CONDITIONS TO SELLER’S OBLIGATION TO CLOSE**     All obligations of Seller to sell the Shares and to perform any other action at the Closingare subject to the fulfillment, prior to or at the Closing, of each of the following conditions,any of which may be waived by Seller in whole or in part.     7.1 No Injunction/Order. There shall not be any Order in effect preventingconsummation of any of the transactions contemplated by this Agreement or any Proceeding seeking torestrain, prevent, change or delay the consummation of any of the transactions contemplated by thisAgreement.     7.2 Regulatory Matters. The authorizations, consents, orders, permits or approvalsof, or declarations or filings with, and all expirations of waiting periods imposed by, anyGovernmental Authority which are reasonably necessary and are identified on Disclosure Schedule6.1(c) (“Requisite Regulatory Approvals”), shall have been filed, have occurred or have beenobtained and all such Requisite Regulatory Approvals shall be in full force and effect.     7.3 Representations and Warranties. As of the Closing Date there shall exist nomaterial misrepresentation, breach or inaccuracy of any of Buyer’s representations or warranties inthis Agreement.     7.4 Performance of Obligations. Buyer shall have performed in all material respectsall of its obligations pursuant to this Agreement required to be performed by it prior to theClosing Date.     7.5 Payments. At the Closing, Buyer shall have tendered the Initial Purchase Priceand the Reinsurance Premium to Seller.
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     7.6 Transfer of Documents. At the Closing, Buyer shall have tendered the documentsrequired in Section 9.2 to Seller.     7.7 Officer Certificate. Buyer shall deliver to Seller at the Closing a certificate,in form and substance reasonably satisfactory to Buyer, confirming that each of the conditionsspecified above in Sections 7.1 through 7.6 is satisfied     7.8 Good Faith. In order for any condition precedent in this ARTICLE VII, theaccomplishment of which is within the control of Seller, to be effective for the benefit of Seller,then Seller shall have exercised its good faith and commercially reasonable efforts toward theaccomplishment of same.**ARTICLE VIII****CONDITIONS TO BUYER’S OBLIGATION TO CLOSE**     All obligations of Buyer to purchase the Shares and to perform any other action at the Closingare subject to the fulfillment, prior to or at the Closing, of each of the following conditions,any of which may be waived by Buyer in whole or in part.     8.1 Due Diligence. Satisfactory completion by Buyer of its financial, legal, andother due diligence investigations.     8.2 Insurance. Insurance and reinsurance coverage satisfactory to Buyer.     8.3 No Material Adverse Change. During the period from the date of the InterimFinancial Statements through the Closing Date, there shall not have been a Material Adverse Changeto the Company, its financial condition, or its prospects.     8.4 No Injunction/Order. There shall not be any Order in effect preventingconsummation of any of the transactions contemplated by this Agreement or any Proceeding seeking torestrain, prevent, change or delay the consummation of any of the transactions contemplated by thisAgreement.     8.5 Regulatory Matters. The Requisite Regulatory Approvals shall have been filed,have occurred or have been obtained and all such Requisite Regulatory Approvals shall be in fullforce and effect.     8.6 Representations and Warranties. As of the Closing Date there shall exist nomaterial misrepresentation, breach or inaccuracy of any of Seller’s representations or warrantiesin this Agreement.     8.7 Performance of Obligations. Seller shall have performed in all material respectsall of its obligations pursuant to this Agreement required to be performed by it prior to theClosing Date.     8.8 Performance of Seller’s Obligations. Seller and the Company shall have tenderedat the Closing the documents required in Section 9.1.
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     8.9 Third-Party Consents. All of the Consents set forth on Schedule 8.9 shallhave been obtained on the terms set forth on such Schedule.     8.10 Officer Certificate. Seller shall deliver to Buyer at the Closing a certificate,in form and substance reasonably satisfactory to Buyer, confirming that each of the conditionsspecified above in Sections 8.1 through 8.3 is satisfied and that A.M. Best has notcommunicated to Home Pointe or its Subsidiaries that its rating of B+ is likely to be modified,qualified, lowered or placed under such surveillance or review for any reason, other than as aresult of the transactions contemplated hereby.     8.11 Good Faith. In order for any condition precedent in this ARTICLE VIII,the accomplishment of which is within the control of Buyer, to be effective for the benefit ofBuyer, then Buyer shall have exercised its good faith and commercially reasonable efforts towardthe accomplishment of same.     8.12 Contracts with Affiliates. All Affiliate Contracts of any nature whatsoevershall have been terminated at, or prior to, Closing.**ARTICLE IX****CLOSING DELIVERIES**     9.1 Seller’s Deliveries at or Prior to Closing. Seller will deliver or cause to bedelivered the following to Buyer at or prior to the Closing, all in form reasonably satisfactory toBuyer’s counsel:          (a) A copy of the charter of the Company, as amended to date, certified by the Secretary ofState or other appropriate government official of the jurisdiction of incorporation and dated as ofa date not more than ten (10) days prior to the Closing Date, and a copy of the bylaws of theCompany, certified by the secretary or an assistant secretary of Seller;          (b) A certificate of good standing of the Company issued by the Secretary of State or otherappropriate government official of Florida, dated not more than ten (10) days prior to the ClosingDate;          (c) Stock certificates (or equivalent) representing the Shares together with stock powers orother appropriate instruments of transfers to convey the same to Buyer;          (d) A copy of the resolutions of the board of directors of Seller approving the transfer ofthe Shares of the Company, certified by the secretary or assistant secretary of Seller;          (e) Seller’s Legal Opinion together with the executed officer certificates referenced therein.          (f) Payoff and release letters with respect to any Indebtedness of the Company together withUCC-3 termination statements with respect to financing statements filed against the Company;
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          (g) The resignations of each of the directors and officers of the Company;          (h) The minute books and stock records of the Company;          (i) The Reinsurance Agreement properly executed by North Pointe Casualty; and          (j) All other instruments and documents required by this Agreement to be delivered by Sellerto Buyer, and such other instruments and documents which Buyer or its counsel may reasonablyrequest in connection with the transactions contemplated by this Agreement, in each case, asapplicable, properly executed by Seller.     9.2 Buyer’s Deliveries at or Prior to Closing. Buyer shall deliver or cause to bedelivered the following to Seller, at or prior to the Closing, all in a form reasonablysatisfactory to Seller’s counsel:          (a) Payment by Buyer of the Initial Purchase Price and the Reinsurance Premium as provided inSection 2.2 hereof;          (b) The Power of Attorney and the Reinsurance Agreement, in each case, properly executed bythe Company; and          (c) All other instruments and documents required by this Agreement to be delivered by Buyer toSeller, and such other instruments and documents which Seller or its counsel may reasonably requestin connection with the transactions contemplated by this Agreement and the Reinsurance Agreement ineach case, as applicable, properly executed by Buyer.**ARTICLE X****SURVIVAL OF REPRESENTATIONS AND**