STOCK CONTRIBUTION AGREEMENT

Exhibit 2.1

STOCK CONTRIBUTION AGREEMENT

     This Stock Contribution Agreement (this “Agreement”) is entered into as of August 17, 2005, by and among First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), First Mercury Financial Corporation, a Delaware corporation (the “Company”), FMFC Holdings, LLC, a Delaware limited liability company (the “GC-Holdings”), Xxxxxx X. Xxxx (“Xx. Xxxx”), Xxxxxxx X. Xxxxxx (“Xx. Xxxxxx”) each of the individuals set forth under the heading “Managers” on the signature pages hereto (each, a “Manager” and collectively, the “Managers”), and each of the individuals set forth under the heading “Selling Shareholders” on the signature pages hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”). GC-Holdings, Xx. Xxxx, Xx. Xxxxxx, the Managers and the Selling Shareholders are sometimes referred to herein as “Contributors”.

     WHEREAS, this Agreement contemplates a transaction in which each Contributor will contribute all of its stock and options in the Company to Holdings in exchange for cash and/or shares of capital stock and/or options in Holdings (collectively, the “Exchange”);

     WHEREAS, in exchange for its contributions to Holdings, GC-Holdings will receive preferred stock of Holdings (on terms substantially the same as its existing series of preferred stock in the Company and on a fully accreted basis with all accrued and unpaid dividends) convertible into 54.85% (assuming all potential Contributors participate in the Exchange) of the shares of common stock of Holdings on a fully diluted basis;

     WHEREAS, in exchange for their contributions to Holdings, the Managers will receive common stock in Holdings equal to an aggregate of 13.75% (assuming all potential Contributors participate in the Exchange) of the shares of common stock of Holdings on a fully diluted basis;

     WHEREAS, in exchange for his contribution to Holdings, Xx. Xxxx will receive (i) common stock in Holdings equal to an aggregate of 28.59% (assuming all potential Contributors participate in the Exchange) of the shares of common stock of Holdings on a fully diluted basis and (ii) $27,554,030 of cash;

     WHEREAS, in exchange for his contribution to Holdings, Xx. Xxxxxx will receive (i) common stock in Holdings equal to an aggregate of 2.81% (assuming all potential Contributors participate in the Exchange) of the shares of common stock of Holdings on a fully diluted basis and (ii) $3,417,005 of cash;

     WHEREAS, in exchange for their contributions to Holdings, each Selling Shareholder will receive its pro rata share of $29,140,223 of cash;

     WHEREAS, the parties to this agreement hereby recognize and acknowledge that Xx. Xxxx’x cash payment of $27,554,030 is based upon a premium value of $7,597.93 per share of the Company’s common stock (the “Premium”), and that Xx. Xxxxxx’x cash payment of $3,417,005 and the Selling Shareholder’s cash payment of $29,140,223 are based upon a value of $5,975.00 per share of the Company’s common stock;

     WHEREAS, to the extent that a Contributor is receiving stock pursuant to the Exchange, the contribution of stock from such Contributor to Holdings is intended to qualify for “tax-free” treatment under Section 351 of the Code;

     WHEREAS, funds for the cash payments to Xx. Xxxx and the Selling Shareholders and for the payment of the Transaction Expenses (as defined below) incurred by Holdings and GC-Holdings will be paid out of the proceeds of the Financing (as defined below);

     WHEREAS, upon the consummation of the Exchange, Holdings shall pay to Glencoe an advisory fee equal to 2% of the principal amount issued in the Financing (as defined below).

     WHEREAS, Holdings has agreed in connection with the Financing to use commercially reasonable efforts to acquire the Company Stock outstanding after the Initial Closing Date that is not acquired by Holdings pursuant to the Exchange.

     NOW, THEREFORE, in consideration of the premises and the actual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows.

     Section 1. Definitions

     “Acceptance Date” shall mean the date upon which (i) the condition in Section 5(c) has been satisfied and (ii) Signing Deliveries representing at least 90% of the shares of Company Stock on a fully diluted basis have been tendered to Holdings.

     “Agreement” shall have the meaning set forth in the recitals.

     “Amended and Restated Employment Agreement” shall mean that certain Amended and Restated Employment Agreement, to be entered into by and between the Company and Xx. Xxxx, in the form of the Amended and Restated Employment Agreement that was included in the Distribution.

     “Amendment No. 1 to Non-Competition and Confidentiality Agreement” shall mean that certain Amendment No. 1 to Non-Competition and Confidentiality Agreement, to be entered into by and between American Risk Pooling Consultants, Inc. and Xx. Xxxx, in the form of the Amendment No. 1 to Non-Competition and Confidentiality Agreement that was included in the Distribution.

     “Business Day” shall mean any day other than a Saturday, a Sunday or any day that is a legal holiday under the laws of the State of Illinois or New York, or any day on which banks located in the State of Illinois or New York are required or authorized by law to be closed.

     “Closing” and “Closings” shall have the meanings set forth in Section 2(c).

     “Closing Date” shall have the meaning set forth in Section 2(c).

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     “Company” shall have the meaning set forth in the recitals.

     “Company Common Stock” shall mean the shares of common stock, par value $0.01 per share, of the Company.

     “Company Options” shall mean the outstanding options to purchase Company Common Stock, issued pursuant to the Stock Option Plan by the Company to certain Contributors from time to time.

     “Company Series A Preferred Stock” shall mean the Series A Convertible Preferred Stock, par value $0.01 per share, of the Company.

     “Company Stock” shall mean the Company Series A Preferred Stock and Company Common Stock.

     “Consent and Acknowledgement” shall mean that certain Consent and Acknowledgement, to be executed by the holders of Company Options in connection with the Exchange, in the form of the Consent and Acknowledgement that was included in the Distribution.

     “Contributors” shall have the meaning set forth in the recitals.

     “Distribution” shall mean the distribution of certain agreements, documents, and informational materials made by XxXxxxxxx Will & Xxxxx LLP on behalf of Holdings to the stockholders and option holders of the Company in connection with and to effectuate the Exchange and related transactions.

     “Exchange” shall have the meaning set forth in the recitals.

     “Financing” shall mean the Rule 144A offering by Holdings of its senior floating rate notes due 2012 in the aggregate principal amount of $65.0 million.

     “Glencoe” shall mean Glencoe Capital, LLC, an Illinois limited liability company.

     “GC-Holdings” shall have the meaning set forth in the recitals.

     “Holdings” shall have the meaning set forth in the recitals.

     “Holdings Common Stock” shall mean the shares of common stock, par value $0.01 per share, of Holdings.

     “Holdings Options” shall mean the options to purchase Holdings Common Stock resulting from the assumption by Holdings of the Company Options and the Stock Option Plan upon the consummation of the transactions contemplated herein.

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     “Holdings Series A Preferred Stock” shall mean the Series A Convertible Preferred Stock, par value $0.01 per share, of Holdings.

     “Holdings Stock” shall mean the Holdings Series A Preferred Stock and Holdings Common Stock.

     “Initial Closing” shall have the meaning set forth in Section 2(c)(i).

     “Initial Closing Date” shall have the meaning set forth in Section 2(c)(i).

     “Liability” means any liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due.

     “Manager” and “Managers” shall have the meanings set forth in the recitals.

     “Material Adverse Effect” means any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), results of operations, or prospects of the Company and its Subsidiaries, taken as a whole.

     “Xx. Xxxx” shall have the meaning set forth in the recitals.

     “Xx. Xxxxxx” shall have the meaning set forth in the recitals.

     Non-Competition and Confidentiality Agreement” shall mean that certain Non-Competition and Confidentiality Agreement, to be entered into by and between Holdings and Xx. Xxxx, in the form of the Non-Competition and Confidentiality Agreement that was included in the Distribution.

     “Offering Memorandum” shall mean that certain Preliminary Offering Memorandum dated July 28, 2005 prepared in connection with the Financing.

     “Premium” shall have the meaning set forth in the recitals.

     “Released Claims” shall have the meaning set forth in Section 2(d).

     “Released Parties” shall have the meaning set forth in Section 2(d).

     “Releasors” shall have the meaning set forth in Section 2(d).

     “Securities Act” means the Securities Act of 1933, as amended.

     “Security Interest” means any lien, encumbrance, mortgage, pledge, or other security interest.

     “Selling Shareholder” and “Selling Shareholders” shall have the meanings set forth in the recitals.

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     “Stock Option Plan” shall mean that certain First Mercury Financial Corporation 1998 Stock Compensation Plan dated as of September 14, 1998, as amended from time to time.

     Stockholders Agreement” shall mean that certain Stockholders Agreement to be entered into by and among Holdings and the shareholders and option holders of Holdings, in the form of the Stockholders Agreement that was included in the Distribution.

     “Signing Deliveries” shall have the meaning set forth in Section 2(a).

     “Subsequent Closing” shall have the meaning set forth in Section 2(c)(ii).

     “Subsequent Closing Date” shall have the meaning set forth in Section 2(c)(ii).

     “Subsidiary” means any corporation more than fifty percent (50%) of the outstanding voting securities of which, or any partnership, joint venture or other entity more than fifty percent (50%) of the total equity interest of which, is directly or indirectly owned by the Company or any other entity otherwise controlled by or under common control with the Company.

     “Transaction Expenses” shall have the meaning set forth in Section 7(c).

     Section 2. Basic Transaction.

     (a) Actions at the Signing. To be eligible to participate in the Exchange, each Contributor shall first execute and deliver to Holdings an executed copy of this Agreement and the following related transaction documents (the “Signing Deliveries”):

          (i) any certificates or instruments representing all of such Contributor’s Company Stock complete with any executed stock powers or instruments necessary to effect the contribution of such Company Stock to Holdings, which shall be held in escrow by Holdings until the applicable Closing;

          (ii) with respect to any Contributor who is not a Selling Shareholder, an executed Stockholders Agreement, which shall become effective upon the Initial Closing Date;

          (iii) with respect to any Contributor who holds Company Options, an executed Consent and Acknowledgement;

          (iv) with respect to Xx. Xxxx, (A) an Amended and Restated Employment Agreement, (B) a Non-Competition and Confidentiality Agreement, and (C) an Amendment No. 1 to Non-Competition and Confidentiality Agreement, each of which shall become effective upon the Initial Closing Date; and

          (v) with respect to Xx. Xxxxx and Xx. Xxxxxx, executed waiver letters with respect to a change of control under their respective employment agreements with the Company.

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Holdings shall hold all of the Signing Deliveries in escrow until the applicable Closing. No Closing shall occur until after the Acceptance Date. Once the Acceptance Date occurs, one or more Closings may occur as provided in Section 2(c)(ii). In the event that this Agreement is terminated pursuant to Section 6 hereof, Holdings shall promptly return to each Contributor such Contributor’s Signing Deliveries and such Contributor will have no further rights under this Agreement.

     (b) The Contributions and Assumption.

          (i) At the Initial Closing, subject to and in accordance with the terms and conditions of this Agreement:

          (A) GC-Holdings shall contribute all of its Company Preferred Stock to Holdings, and, provided that GC-Holdings has executed this Agreement and tendered the requisite Signing Deliveries on or prior to the Acceptance Date, Holdings shall issue to GC-Holdings the number of shares of Holdings Preferred Stock set forth next to GC-Holdings’ name on the attached Contributions Schedule;

          (B) Each Manager shall contribute all of his or her Company Common Stock to Holdings, and in return, provided that such Manager has executed this Agreement and tendered the requisite Signing Deliveries on or prior to the Acceptance Date, Holdings shall issue to each Manager the number of shares of Holdings Common Stock set forth next to such Manager’s name on the attached Contributions Schedule;

          (C) Xx. Xxxx shall contribute all of his Company Common Stock to Holdings, and in return, provided that Xx. Xxxx has executed this Agreement and tendered the requisite Signing Deliveries on or prior to the Acceptance Date, Holdings shall (A) issue to Xx. Xxxx the number of shares of Holdings Common Stock set forth next to Xx. Xxxx’x name on the attached Contributions Schedule and (B) pay $27,554,030 to Xx. Xxxx in immediately available funds;

          (D) Xx. Xxxxxx shall contribute all of his Company Common Stock to Holdings, and in return, provided that Xx. Xxxxxx has executed this Agreement and tendered the requisite Signing Deliveries on or prior to the Acceptance Date, Holdings shall (A) issue to Xx. Xxxxxx the number of shares of Holdings Common Stock set forth next to Xx. Xxxxxx’x name on the attached Contributions Schedule and (B) pay $3,417,005 to Xx. Xxxxxx in immediately available funds;

          (E) Each Selling Shareholder who has executed this Agreement and tendered the requisite Signing Deliveries on or prior to the Acceptance Date, shall contribute all of his or her Company Common Stock to Holdings, and in return, Holdings shall pay to each Selling Shareholder the amount set forth next to such Selling Shareholder’s name on the attached Contributions Schedule, in immediately available funds; and

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          (F) Holdings shall assume the Stock Option Plan and any outstanding Company Option, and each Contributor who is a holder of any Company Option shall execute a Consent and Acknowledgement, the combined effect of which shall be that each such Company Option shall thereafter become a Holdings Option. In consideration of Holdings’ assumption of the Stock Option Plan, the Company shall issue to Holdings an option to purchase Company Common Stock for the like number of shares and for the aggregate exercise price of Company Options that have been assumed by Holdings.

          (ii) At any Subsequent Closing, subject to and in accordance with the terms and conditions of this Agreement, each Selling Shareholder who has executed this Agreement and tendered the requisite Signing Deliveries after the Acceptance Date, shall contribute all of his or her Company Common Stock to Holdings, in return for the amount set forth next to such Selling Shareholder’s name on the attached Contributions Schedule, in immediately available funds.

     (c) The Closings. The closings of the transactions contemplated by this Agreement shall take place at the offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 as follows:

          (i) The Initial Closing. With respect to each Contributor who has delivered to Holdings an executed copy of this Agreement and the Signing Deliveries required in Section 2(a) above on or prior to the Acceptance Date, Holdings shall consummate an initial closing (the “Initial Closing”) of the Exchange simultaneously with the closing of the Financing (“the Initial Closing Date”) and shall deliver the following items on or before the fifth Business Day after the Initial Closing Date: (i) the stock certificates representing Holdings Stock and/or cash to the Contributors in the amounts and manner provided in Section 2(b)(i) above and (ii) to each such Contributor who is not a Selling Shareholder, an executed Stockholders Agreement, which shall become effective as of the Initial Closing Date.

          (ii) The Subsequent Closings. For a period of 30 calendar days after the Acceptance Date, any Selling Shareholder who did not participate in the Initial Closing may participate in the Exchange by delivering to Holdings an executed copy of this Agreement and the applicable Signing Deliveries required in Section 2(a) above. On or before the fifth Business Day after such Selling Shareholder has made such deliveries to Holdings (a “Subsequent Closing Date”), Holdings shall consummate the Exchange and deliver to such Selling Shareholder cash in the amounts and manner provided in Section 2(b)(ii) above (a “Subsequent Closing”).

The Initial Closing and each Subsequent Closing shall be referred to herein as a “Closing” and collectively as the “Closings”, and the Initial Closing Date and Subsequent Closing Dates shall be referred to herein collectively as the “Closing Date”.

     (d) Release. Effective upon the Closing Date upon which the Exchange occurs with respect to the relevant Selling Shareholder, each Selling Shareholder and each of his, her or its successors and assigns (collectively, the “Releasors”), hereby and forever fully and irrevocably releases Holdings, the Company, GC-Holdings, Glencoe and Xx. Xxxx and their predecessors, successors, assigns and past and present subsidiaries, affiliates, stockholders, directors, officers,

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employees, agents, and representatives (collectively, the “Released Parties”) from any and all claims, demands, and causes of action of every kind and nature arising on or prior to such Closing Date whether from the Selling Shareholder’s status as a stockholder, director, employee, creditor or lender of the Released Parties prior to the date of this Agreement, or otherwise (including, without limitation, claims or damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), whether known or unknown, suspected or unsuspected (collectively, the “Released Claims”), including those arising from, or made with respect to, this Agreement other than the right to receive the cash and/or Holdings Stock such Contributor is entitled to receive pursuant to Section 2(b)(i). The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind in any court or before any tribunal, against any Released Party based upon any Released Claim.

     (e) Consent. Pursuant to Section 228 of the Delaware General Corporate Law and the Second Amended and Restated Stockholders Agreement dated June 7, 2004, each Contributor hereby consents to and approves the Exchange, the Financing, and the payment of the Premium.

     Section 3. Representations and Warranties of Holdings. Holdings represents and warrants to the Contributors that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Initial Closing Date (as though made then and as though the Initial Closing Date were substituted for the date of this Agreement throughout this Section 3).

     (a) Organization, Qualification, and Corporate Power. Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

     (b) Authorization. Holdings has full power and authority to execute and deliver this Agreement and the documents to be delivered hereunder, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the documents to be delivered hereunder by Holdings have been duly authorized and approved by all requisite corporate action and no other corporate proceedings on the part of Holdings are necessary to authorize this Agreement and the documents to be delivered hereunder, and the transactions contemplated hereby and thereby. This Agreement constitutes, and the documents to be delivered hereunder when executed and delivered will constitute, the valid and legally binding obligations of Holdings, enforceable in accordance with their terms, subject to bankruptcy, reorganization and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.

     (c) Noncontravention. Subject to receipt of all applicable approvals under state insurance holding company system laws, neither the execution and the delivery of this Agreement and each of the documents to be delivered hereunder, nor the consummation of the transactions contemplated hereby or thereby will (i) violate any provision of the certificate of incorporation or bylaws of Holdings, (ii) violate any law, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any government, governmental agency, or court to which Holdings is subject, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other

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arrangement to which Holdings is a party or by which it is bound or to which any of its assets is subject or (iv) result in the imposition of any Security Interest upon any of its assets. Holdings is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental agency or authority or other third party in order for the parties to consummate the transactions contemplated by this Agreement, other than applicable filings under state insurance holding company system laws.

     (d) Capitalization. The entire authorized capital stock of Holdings consists of (i) 59,600 shares of Holdings Common Stock of which 1 share is issued and outstanding and held of record by GC-Holdings and which will be cancelled and retired on the Initial Closing Date in return for the amount contributed therefor, and (ii) 400 shares of Holdings Series A Preferred Stock, none of which is issued and outstanding. Except as required to be issued pursuant to this Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Holdings to issue, sell, or otherwise cause to become outstanding any of its capital stock or securities convertible into any such capital stock.

     (e) Holdings Shares. The Holdings Stock to be issued to the Contributors hereunder will, at the time of their issuance, be duly authorized and validly issued, fully paid and nonassessable and free and clear of any Security Interests.

     Section 4. Representations and Warranties Concerning the Contributors. Each Contributor represents and warrants to the Company that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the applicable Closing Date for such Contributor (as though made then and as though such Closing Date were substituted for the date of this Agreement throughout this Section 4) with respect to himself, herself or itself.

     (a) Organization, Qualification, and Corporate Power. If the Contributor is a corporation, partnership, limited liability company or other entity, the Contributor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation.

     (b) Authorization. The Contributor has full power and authority to execute and deliver this Agreement and the documents to be delivered hereunder, and to perform its obligations hereunder and thereunder. If the Contributor is a corporation, partnership, limited liability company or other entity, the execution, delivery and performance of this Agreement and the documents to be delivered hereunder by such Contributor has been duly authorized and approved by all requisite action, and no other proceedings on the part of such Contributor are necessary to authorize this Agreement and the documents to be delivered hereunder, and the transactions contemplated hereby or thereby. This Agreement constitutes, and the documents to be delivered hereunder when executed and delivered will constitute, the valid and legally binding obligations of each Contributor, enforceable in accordance with their terms, subject to bankruptcy, reorganization and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.

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     (c) Noncontravention. Neither the execution and the delivery of this Agreement and each of the documents to be delivered hereunder, nor the consummation of the transactions contemplated hereby or thereby will (i) if the Contributor is a corporation, partnership, limited liability company or other entity, violate any provision of the organizational documents of such Contributor, (ii) violate any law, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any government, governmental agency, or court to which the Contributor is subject (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Contributor is a party or by which it is bound or to which any of its assets is subject or (iv) result in the imposition of any Security Interest upon any of its assets. The Contributor is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental agency or authority or other third party in order for the parties to consummate the transactions contemplated by this Agreement.

     (d) Company Stock. The Contributor holds of record and owns beneficially the number of shares of Company Stock set forth next to such Contributors name on the attached Contributions Schedule free and clear of any restrictions on transfer (other than restrictions under the Company Stockholders Agreement, the Securities Act and State securities laws), Security Interests, options, warrants, purchase rights, contracts, commitments and claims and such Contributor holds no other shares of Company Stock or other equity interests of the Company or options, warrants, purchase rights, conversion rights, subscription rights, exchange rights or other rights with respect to such equity interests.

     (e) Investment Representation. The Contributor acknowledges that the shares of Holdings Stock to be issued hereunder have not been, and will not be as of the applicable Closing Date, registered under the Securities Act or the securities laws of any state or other regulatory body and such shares are being offered and sold in reliance upon federal and state exemptions. The Contributor is acquiring the Holdings Stock for its own account with the present intention of holding such securities for investment purposes and not with a view to or for sale in connection with any public distribution of such securities in violation of any federal or state securities laws. The Contributor is a sophisticated investor capable of evaluating the merits and risks of its investment in the Holdings Stock and is an “accredited investor” as such term is defined Section 2(15) of the Securities Act.

     (f) Exchange Offer Circular; Preliminary Offering Memorandum. Prior to the execution of this Agreement, the Contributor and its advisors have received the Exchange Offer Circular, including the Preliminary Offering Memorandum and all other documents related to the Exchange requested by the Contributor, have carefully reviewed them, and have understood the information contained therein. The Contributor and its advisors have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Holdings concerning the Exchange Offer Circular, including the Preliminary Offering Memorandum, the Exchange, the Financing, the Premium and the business, financial condition, results of operations and prospects of the Company and Holdings, and all such questions have been answered to the full satisfaction of Contributor and its advisors. In evaluating its decision to participate in the Exchange and the suitability of an investment in Holdings, the Contributor has not relied upon any representation or other information (oral or written) other than as stated

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in the Exchange Offer Circular, including the Preliminary Offering Memorandum or this Agreement.

     Section 5. Conditions to Obligation to Close of Holdings. The obligation of Holdings to consummate the transactions to be performed by it in connection with the Initial Closing is subject to satisfaction of the following conditions:

     (a) Representations and Warranties. The representations and warranties set forth in Section 4 above shall be true and correct at and as of each Contributor’s applicable Closing Date;

     (b) Covenants. Each of the Contributors shall have performed and complied with all of its covenants hereunder through such Contributor’s applicable Closing Date;

     (c) Debt Financing. Holdings shall have simultaneously with the Initial Closing received gross proceeds in the amount not less than $65.0 million from the Financing, on terms acceptable to GC-Holdings;

     (d) No Violation or Injunction. The consummation of the transactions contemplated by this Agreement shall not be in violation of any law or regulation, and shall not be subject to any injunction, stay or restraining order;

     (e) Consents and Waivers. Holdings and the Company shall have made all filings with and notifications of governmental authorities, regulatory agencies and other entities required to be made by such parties in connection with the execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the continued operation of the business of Holdings subsequent to the Initial Closing (except for such as may be properly obtained subsequent to the Initial Closing). Holdings and the Company shall have received all authorizations, waivers, consents and permits, in form and substance satisfactory to Holdings, including any and all notices, consents and waivers required from all third parties, including, without limitation, applicable governmental authorities, regulatory agencies, lessors, lenders and contract parties, required to permit the continuation of the business of Holdings and the Company subsequent to the Initial Closing and the consummation of the transactions contemplated by this Agreement, and to avoid a breach, default, termination, acceleration or modification of any indenture, loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award as a result of, or in connection with, the execution and performance of this Agreement. Holdings shall have received approval from the insurance regulatory authority in the states of domicile of the Company’s insurance company Subsidiaries, and from any other applicable insurance regulatory authority, in a form and subject to any conditions or qualifications satisfactory to Holdings, in order to consummate the transactions contemplated in this Agreement;

     (f) No Material Adverse Effect. There shall not have been any Material Adverse Effect whether or not in the ordinary course of business;

     (g) Stockholders Agreement. Holdings, GC-Holdings, the Managers, Xx. Xxxx, and Xx. Xxxxxx shall have entered into the Stockholders Agreement;

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     (h) Employment and Non-Competition and Confidentiality Agreements. Xx. Xxxx and the Company shall have entered into the Amended and Restated Employment Agreement and the Amended and Restated Non-Competition Agreement;

     (i) Change of Control Waivers. Each of Xx. Xxxxx and Xx. Xxxxxx shall have executed waiver letters with respect to a change of control under their respective employment agreements with the Company; and

     (j) Signing Deliveries. Holdings shall have received Signing Deliveries representing at least 90% of the shares of the Company Stock on a fully diluted basis.

     The obligation of Holdings to consummate any Subsequent Closing shall, with respect to the relevant Contributor, be conditioned only upon (i) satisfaction of items (a), (b) and (d) above and (ii) receipt of the applicable Contributor’s Signing Deliveries on or before thirty calendar days after the Acceptance Date.

     Section 6. Termination.

     (a) Termination of Agreement. The parties may earlier terminate this Agreement as provided below:

     (i) This Agreement may be terminated by the written consent of Holdings and the holders of a majority of the Company’s Common Stock on a fully diluted basis at any time prior to the Initial Closing;

     (ii) Holdings or the holders of a majority of the Company’s Common Stock on a fully diluted basis may terminate this Agreement at any time if the Initial Closing has not occurred by September 30, 2005.

     (b) Effect of Termination. If the parties terminate this Agreement pursuant to Section 6(a) above, all rights and obligations of the parties hereunder shall terminate without any Liability of any party, except for any Liability of any party then in breach.

     Section 7. Miscellaneous.

     (a) Survival of Representations and Warranties. All of the covenants and agreements contained in this Agreement have been relied upon and shall survive the Closing until fully performed or discharged. All of the representations and warranties contained in this Agreement have been relied upon and shall survive the Closing and continue in full force and effect indefinitely.

     (b) Indemnification. Each Contributor, severally and not jointly, agrees to indemnify Holdings from and against any loss, damage, claim, liability or expense (including court costs and reasonable attorneys’ fees) Holdings may suffer resulting from, arising out of, relating to, or caused by (A) a misrepresentation or breach by the Contributor of the representations and warranties contained in Section 4 or the covenants and agreements of the Contributor contained in this Agreement, or (B) any and all claims made by third parties based on facts alleged that, if true, would constitute a misrepresentation or breach by the Contributor of the representations and

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warranties contained in Section 4, or the covenants and agreements Contributor contained in this Agreement.

     (c) Expenses. Each of the parties shall bear its own out-of-pocket, legal, accounting, consulting, actuarial and other fees and expenses related to the transactions contemplated hereby (collectively, the “Transaction Expenses”), provided that, the Company shall pay all of the Transaction Expenses of Holdings and GC-Holdings, whether or not any Closing occurs.

     (d) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the parties and their respective successors and permitted assigns.

     (e) Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof.

     (f) Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors, assigns and heirs. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

     (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     (h) Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

     (i) Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. A notice shall be deemed given: (a) when delivered by personal delivery (as evidenced by the receipt); (b) five (5) days after deposit in the mail if sent by registered or certified mail; (c) one (1) Business Day after having been sent by commercial overnight courier as evidenced by the written verification of receipt; or (d) on the date of confirmation if telecopied, in each case to the address for each party specified on the signature page hereto. Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient using any other means, but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address or facsimile number to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

     (j) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois without giving effect to any choice or conflict of

- 13 -

law provision or rule (either of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

     (k) Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

     (l) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

     (m) Construction. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

     (n) Incorporation of Schedules. The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

*    *    *    *    *

- 14 -

Contributions Schedule

See the attached Annex A which is incorporated by reference herein.

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

Annex A — Atribution Schedule

		Current
														Shares				Post Recap				Per Share								Current %				Post Recap
Name		Shares				Options				Total				Repurchased				Diluted Shares				Valuation				Proceeds				Ownership				Ownership
Xxxxxx X. Xxxx Revocable Trust(1)(2)			7,049.8360				203.2000				7,253.0360				(3,626.5180	)			3,626.5180			$	7.597.93			$	27,554,030				33.33	%			28.59	%
Xxxxx Xxxxxxx(1)(0)			000.0000				0.0000				849.1938				(849.1938	)			0.0000			$	5,975.00			$	5,073,933				3.90	%			0.00	%
Xxxxxx Xxxxxxx Revocable Trust(3)			737.1756				0.0000				737.1756				(737.1756	)			0.0000			$	5,975.00			$	4,404,624				3.39	%			0.00	%
Xxxxxx X. Xxxxxx			635.7071				0.0000				635.7071				(635.7071	)			0.0000			$	5,975.00			$	3,798,350				2.92	%			0.00	%
XxXxxxxx Associates, Inc.			152.7455				0.0000				152.7455				(152.7455	)			0.0000			$	5,975.00			$	912,654				0.70	%			0.00	%
Xxxxx Turban			152.7455				0.0000				152.7455				(152.7455	)			0.0000			$	5,975.00			$	912,654				0,70	%			0.00	%
Xxxxxxx X. Xxxxxxx			125.2733				0.0000				125.2733				(125.2733	)			0.0000			$	5,975.00			$	748,508				0.58	%			0.00	%
The Waze Family Trust			109.8889				0.0000				109.8889				(109.8889	)			0.0000			$	5,975.00			$	656,586				0.51	%			0.00	%
Xxxxx Xxxxxxx & Xxxx Xxxxxxx, JTWROS			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
Xxxxxxxxx Xxxxxxxx Family Limited Partnership			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
Xxxx X. Xxxxxxx			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
S.S.J. Investments			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
Gene Turban Trust			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
Wake Forest, Inc.			97.8011				0.0000				97.8011				(97.8011	)			0.0000			$	5,975.00			$	584,362				0.45	%			0.00	%
Xxx Xxxxxxxxx, Inc.			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0,00	%
Xxxxxx X. Xxx			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0,00	%
Xxxxxx X. Xxxxxxxx & Xxxxxxxxx X Xxxxxxxx, JTWROS			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0,00	%
A. Xxxxxxx Xxxxx Revocable Trust			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
Megdall Partnership			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
Xxxx X. Xxxx Employees Profit Sharing Plan			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
Xxxxx Xxxxxx Xxxxxxx Trust			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
Xxxx Xxx & Xxxxx Xxx, JTWROS			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
Xxxxxxx X. Xxxxxxxxx, MD			54.9444				0.0000				54.9444				(54.9444	)			0.0000			$	5,975.00			$	328,293				0.25	%			0.00	%
WCT Investment Trust			51.9225				0.0000				51.9225				(51.9225	)			0.0000			$	5,975.00			$	310,237				0.24	%			0.00	%
Xxxxxx X. Xxxxx Revocable Trust			48.9005				0.0000				48.9005				(48.9005	)			0.0000			$	5,975.00			$	292,180				0.22	%			0.00	%
Xxxxxx X. Xxxxx & Xxxx Xxx Xxxxx, JTWROS			44.9999				0.0000				44.9999				(44.9999	)			0.0000			$	5,975.00			$	268,874				0.21	%			0.00	%
Xxxxxxx X. Xxxxxx			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxxx X. Xxxxxxx			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxx Xxxx			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxxxx X. Xxxxxxx			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
H. Xxxx Xxxxxx, Xx. Revocable Trust			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxxxxx Xxxxxx Revocable Trust			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxx X. Xxxxxx, Trustee			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
NPM Trust			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxxxxx X. Xxxxxx Revocable Living Trust			42.8567				0.0000				42.8567				(42.8567	)			0.0000			$	5,975.00			$	256,069				0.20	%			0.00	%
Xxxxxxx X. Xxxxxxxx			27.8568				0.0000				27.8568				(27.8568	)			0.0000			$	5.975.00			$	166,444				0.13	%			0.00	%
Xxxx X. Xxxxxx			27.4722				0.0000				27.4722				(27.4722	)			0.0000			$	5,975.00			$	164,146				0.13	%			0.00	%
Xxxxxxx Xxxxx			25.7140				0.0000				25.7140				(25.7140	)			0.0000			$	5,975.00			$	153,641				0.12	%			0.00	%
D. Xxxxx Xxxxxxx			24.4503				0.0000				24.4503				(24.4503	)			0.0000			$	5,975.00			$	146,091				0.11	%			0.00	%
Xxxx X. Xxxx			24.4503				0.0000				24.4503				(24.4503	)			0.0000			$	5,975.00			$	146,091				0.11	%			0.00	%
Xx. Xxxxxx Xxxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%
Xx. Xxxxxx X. Xxxxxxx Trust			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%
Xxxxxxx Xxxxxx Trust			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%
Xxxxxxxxx LoChico & Xxxxxxx LoChico, JTWROS			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0,00	%
R. Xxxxxx Xxxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0,00	%
Xxxxxxxx X. Xxxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0 10	%			0,00	%
Xxxxxx X. Xxxxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975,00			$	128,034				0.10	%			0.00	%
Xxxxx Xxxxx Trust			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%
Xxxxx Xx Xxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0,10	%			0.00	%
Xxxxxxx X. Xxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0,10	%			0.00	%
Xxxx Xxxxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%

		Current
														Shares				Post Recap				Per Share								Current %				Post Recap
Name		Shares				Options				Total				Repurchased				Diluted Shares				Valuation				Proceeds				Ownership				Ownership
Xxxxxx X. Xxxx			21.4283				0.0000				21.4283				(21.4283	)			0.0000			$	5,975.00			$	128,034				0.10	%			0.00	%
Xxxxxxx Xxxxxxxxx Revocable Trust			18.3185				0.0000				18.3185				(18.3185	)			0.0000			$	5,975.00			$	109,453				0.08	%			0.00	%
Xxxxx Xxxx			18.3081				0.0000				18.3081				(18.3081	)			0.0000			$	5,975.00			$	109,391				0.08	%			0.00	%
Xxxxxx X. Xxxxx Trust			18.3081				0.0000				18.3081				(18.3081	)			0.0000			$	5,975.00			$	109,391				0.08	%			0.00	%
Spilkin Family Trust			18.3075				0.0000				18.3075				(18.3075	)			0.0000			$	5,975.00			$	109,387				0.08	%			0.00	%
Xxxxxx Xxxxxx			13.7361				0.0000				13.7361				(13.7361	)			0.0000			$	5,975.00			$	82,073				0.06	%			0.00	%
Xxxxxxxx Xxxxxx			10.7142				0.0000				10.7142				(10.7142	)			0.0000			$	5,975.00			$	64,017				0.05	%			0.00	%
Xxxxxx Xxxxxxx			8.3400				0.0000				8.3400				(8.3400	)			0.0000			$	5,975.00			$	49,832				0.04	%			0.00	%
Xxxxx Xxxxxxx			8.3400				0.0000				8.3400				(8.3400	)			0.0000			$	5,975.00			$	49,832				0.04	%			0.00	%
Total Minority Shareholders			4,877.0248				0.0000				4,877.0248				(4,877.0248	)			0.0000							$	29,140,223				22.41	%			0.00	%
Xxxxxxx X. Xxxxx(1)			871.7486				515.7000				1,387.4486				0.0000				1,387.4486			$	0.00			$	0				6.38	%			10.94	%
Xxxxxxx X. Xxxxxx Revocable Trust(1)			598.0836				329.8000				927.8836				(571.8836	)			356.0000			$	5,975.00			$	3,417,005				4.26	%			2.81	%
Xxxxx X. Xxxxxx(1)			60.0609				56.8000				116.8609				0.0000				116.8609			$	0.00			$	0				0.54	%			0.92	%
Xxxxxx X. Xxxxxx(1)			42.1297				56.8000				98.9297				0.0000				98.9297			$	0.00			$	0				0.45	%			0.78	%
Xxxxxxx X. XxXxxxxx			0.0000				42.5000				42.5000				0.0000				42.5000			$	0.00			$	0				0.20	%			0.34	%
Xxxx X. Xxxxx			0.0000				40.0000				40.0000				0.0000				40.0000			$	0.00			$	0				0.18	%			0.32	%
Xxxxxx Xxxxxxx(1)			35.8609				0.0000				35.8609				0.0000				35.8609			$	0.00			$	0				0.16	%			0.28	%
Xxxxx X. Xxxxxxxx(1)			17.9297				0.0000				17.9297				0.0000				17.9297			$	0.00			$	0				0.08	%			0.14	%
Xxxxxx Xxxxxxxxxxx			0.0000				5.5000				5.5000				0.0000				5.5000			$	0.00			$	0				0.03	%			0.04	%
Total Management Shareholders			1,625.8134				1,047.1000				2,672.9134				(571.8836	)			2,101.0298							$	3,417,005				12.28	%			16.56	%
Glencoe Capital, LLC(4)			6,956.9059				0.0000				6,956.9059				0.0000				6,956.9059			$	0.00			$	0				31.97	%			54.85	%
Grand Total			20,509.5801				1,250.3000				21,759.8801				(9,075.4264	)			12,684.4537							$	60,111,258				100.00	%			100.00	%

(1)		Includes shares held of record by 4SFW, LLC.
(2)		Includes shares held of record by Xxxx-Fin Holdings, LLC.
(3)		Includes shares held of record by 4SFW, LLC, attributed by 4SFW, LLC to Xxxxx Xxxxxxx.
(4)		Ownership composed of 400 shares of Preferred Stock of First Mercury Holdings, Inc. convertible into common as provided.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

p

		HOLDINGS:
		FIRST MERCURY HOLDINGS, INC.
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:
		Title:
		ADDRESS:				00000 Xxxxxxxxxxxx Xxxxxxx
						Xxxxxxxxxx, Xxxxxxxx 00000
		THE COMPANY:
		FIRST MERCURY FINANCIAL CORPORATION
		By:        /s/ Xxxxxxx X. Xxxxx
		Name:
		Title:
		ADDRESS:				00000 Xxxxxxxxxxxx Xxxxxxx
						Xxxxxxxxxx, Xxxxxxxx 00000
		XX. XXXX
		/s/ Xxxxxx X. Xxxx
		Xxxxxx X. Xxxx, individually
		ADDRESS: 0000 Xxxx Xxxx
						Xxxxxxx Xxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		GC-HOLDINGS:
		FMFC HOLDINGS, LLC
		By:		Glencoe Capital, LLC
		Its:		Manager
		By:		/s/   X. X. Xxxxxxxxx
		Name:				X. X. Xxxxxxxxx
		Title:				Principal
		ADDRESS:				000 Xxxx Xxxxx Xxxxxx
						Xxxxx 0000
						Xxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		XX. XXXXXX
		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, individually
		Xxxxxxx X. Xxxxxx Revocable Trust
		/s/ Xxxxxxx X. Xxxxxx
		(signature)
		(print name)
		Trustee
		(title)
		ADDRESS:				00000 Xxxx Xxxxx Xxxxx
						Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		4SFW, L.L.C.
		/s/ Xxxxxxx X. Xxxxxx
		(signature)
		Xxxxxxx X. Xxxxxx
		(print name)
		Member
		(title)
		ADDRESS:				c/o Xxxxx Xxxxxxx
						X.X. Xxx 0000
						Xxxxxxxxxx, XX 00000-0000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SKG-64, LLC
		/s/ Xxxxxxx X. Xxxxxx
		(signature)
		Xxxxxxx X. Xxxxxx
		(print name)
		Member
		(title)
		ADDRESS:				c/o Xxxxx Xxxxxxx
						X.X. Xxx 0000
						Xxxxxxxxxx, XX 00000-0000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		ADDRESS:				000 XxXxxxxx
						Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		ADDRESS:				00000 Xxxxxxxxx Xx.
						Xxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		ADDRESS:		0000 Xxxxxxxxxx Xxxxx
				Xxxxxx Xxx., XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		ADDRESS:		00000 Xxxxxxx Xxxxxx
				Xxxxxxxxxx Xxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		ADDRESS:		00000 Xxxxxx Xxxxx Xx. X
				Xxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		MANAGER:
		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		ADDRESS:		0000 Xxxxxxx Xxxx
				Xxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx Xxxxxxx Revocable Trust
		/s/ Xxxxx Xxxxxxx
		(signature)
		Xxxxxx Xxxxxxx
		(print name)
		Co-Trustees
		(title)
		ADDRESS:		00000 Xxxxxxxxxxxx Xxx.
				Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		ADDRESS:		0000 Xxxx Xxxxxx, Xxxxx 0000
				Xxxxxxxxxx, XX 00000-0000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx Turban
		Xxxxx Turban
		ADDRESS:		0000 Xxxxxxxxxx Xxxx
				Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X.Xxxxxxx
		ADDRESS:		X.X. Xxx 0000-000
				Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		The Waze Family Trust
		/s/ Xxxxxxx Waze
		(signature)
		XXXXXXX WAZE
		(print name)
		TRUSTEE
		(title)
		(signature)
		(print name)
		(title)
		ADDRESS:		Mr. and Mrs. Waza, Co-Trustees
				0000 X. Xxxxxx Xxxx
				Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxx Xxxxxxx & Xxxx Xxxxxxx, JTWROS
		/s/ Xxxxx Xxxxxxx
		(signature)
		Xxxxx Xxxxxxx
		(print name)
		(title)
		/s/ Xxxx Xxxxxxx
		(signature)
		Xxxx Xxxxxxx
		(print name)
		(title)
		ADDRESS:		000 Xxxxxxxxx Xxxx
				Xxxxxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxxxx Xxxxxxxx Family Limited Partnership
		/s/ Xxxxxxx X. Xxxxxx
		(signature) Power of Attorney from Xxxxxxxxx Xxxxxxx
		Xxxxxxx X. Xxxxxx
		(print name)
		Trustee with Authorized Signatory by Xxxxxxxxx Xxxxxxx
		(title)
		ADDRESS:		7980 Xxxxxxxx
				Xxxx Bloomfield, MI 48322

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxx X. Xxxxxxx
		Xxxx X. Xxxxxxx
		ADDRESS:		1421 Xxxxxxxxx
				Bloomfield Hills, MI 48304

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		S.S.J. Investments
		/s/ Xxxxxx Xxxxxxxxxx
		(signature)
		Xxxxxx Xxxxxxxxxx
		(print name)
		Partner
		(title)
		ADDRESS:		Attn: Xxxxxx Xxxxxxxxxx
				30230 Orchard Lake Road
				Suite 200
				Farmington Hills, MI 48334

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Gene Turban Trust
		/s/ Gene Turban
		(signature)
		Gene Turban
		(print name)
		Trustee
		(title)
		ADDRESS:		Gene Turban, Trustee
				1160 Xxxx
				Highland Park, IL 60035

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxx Xxxxxxxxx, Inc.
		/s/ A. Xxxxxx Xxxxxxxxx
		(signature)
		A. Xxxxxx Xxxxxxxxx
		(print name)
		President
		(title)
		ADDRESS:		Attn: Xxxxxx Xxxxxxxxx
				10066 Creekwood Circle
				Plymouth, MI 48170

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxx X. Xxx
		Xxxxxx X. Xxx
		ADDRESS:		34501 Commerce Road
				Fraser, MI 48026

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx X. Xxxxxxxx & Xxxxxxxxx X. Xxxxxxxx, JTWROS
		/s/ Xxxxxx X. Xxxxxxxx
		(signature)
		Xxxxxx X. Xxxxxxxx
		(print name)
		(title)
		/s/ Xxxxxxxxx X. Xxxxxxxx
		(signature)
		Xxxxxxxxx X. Xxxxxxxx
		(print name)
		(title)
		ADDRESS:		684 Falmouth Drive
				Bloomfield Hills, MI 48304

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		A. Xxxxxxx Xxxxx Revocable Trust
		/s/ A. Xxxxxxx Xxxxx
		(signature)
		A. Xxxxxxx Xxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		6232 Xxxxxxx Drive
				West Bloomfield, MI 48322

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Megdall Partnership
		/s/ Xxxxxx Xxxxxxx
		(signature)
		Xxxxxx Xxxxxxx
		(print name)
		Partner
		(title)
		ADDRESS:		Attn: Xxxxx Xxxxxxx
				488 Vinewood
				Birmingham, MI 48009

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxx X. Xxxx Employees Profit Sharing Plan
		/s/ Xxxx X. Xxxx
		(signature)
		Xxxx X. Xxxx
		(print name)
		President/Trustee
		(title)
		ADDRESS:		29701 W. Six Mile Road
				Livonia, MI 48152

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxx Xxxxxx Xxxxxxx Trust
		/s/ Xxxxx X. Xxxxxxx
		(signature)
		Xxxxx X. Xxxxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		1440 Old Salem Court
				Birmingham, MI 48009

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxx Xxx & Tiana Jai, JTWROS
		/s/ Xxxx Xxx
		(signature)
		Xxxx Xxx
		(print name)
		(title)
		/s/ Xxxxx Xxx
		(signature)
		Xxxxx Xxx
		(print name)
		(title)
		ADDRESS:		421 Xxxxxxx Road
				Chelsea, MI 48118

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx X. Xxxxxxxxx, MD
		Xxxxxxx X. Xxxxxxxxx, MD
		ADDRESS:		352 W. 30 Road
				Boon, MI 49618-9700

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		WCT Investment Trust
		/s/ Xxxxxxx X. Xxxxx
		(signature)
		Xxxxxxx X. Xxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		Xxxxxxx X. Xxxxx, Trustee
				3100 Hunting Valley Drive
				Ann Arbor, MI 48104

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx X. Xxxxx & Xxxxxxx X. Xxxxx, JTWROS
		/s/ Xxxxxx X. Xxxxx
		(signature)
		Xxxxxx X. Xxxxx
		(print name)
		Joint Tenant
		(title)
		/s/ Xxxxxxx X. Xxxxx
		(signature)
		Xxxxxxx X. Xxxxx
		(print name)
		Joint Tenant
		(title)
		ADDRESS:		6639 Audubon Trace West West Palm Beach, FL 33412

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx X. Xxxxx & Xxxx Xxx Xxxxx, JTWROS
		/s/ Xxxxxx X. Xxxxx
		(signature)
		Xxxxxx X. Xxxxx
		(print name)
		(title)
		/s/ Xxxx Xxx Xxxxx
		(signature)
		Xxxx Xxx Xxxxx
		(print name)
		(title)
		ADDRESS:		75 Xxxxxx Drive
				Bloomfield Hills, MI 48304-3314

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		ADDRESS:		1201 S. Ocean Dr., #801-N
				Hollywood, FL 33019

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		ADDRESS:		2521 Augusta Way
				Highland Park, IL 60035

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxx Xxxx
		Xxxx Xxxx
		ADDRESS:		811 Barton Shore Drive
				Ann Arbor, MI 48105

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		ADDRESS:		35519 Michigan East
				Wayne, MI 48184

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		H. Xxxx Xxxxxx, Xx. Revocable Trust
		/s/ H. Xxxx Xxxxxx, Xx. Revocable Trust
		(signature)
		H. XXXX XXXXXX XX.
		(print name)
		TTEE
		(title)
		ADDRESS:		H. Xxxx Xxxxxx, Xx., Trustee
				28 Glenmoor Place
				Hilton Head, SC 29926

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxx Xxxxxx Revocable Trust
		/s/ Xxxxxxx Xxxxxx
		(signature)
		XXXXXXX XXXXXX
		(print name)
		TRUSTEE
		(title)
		ADDRESS:		975 Brand Lane
				Deerfield, IL 60015

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		NPM Trust
		/s/ Xxxxxx Xxxxxx
		(signature)
		XXXXXX XXXXXX
		(print name)
		TRUSTEE
		(title)
		ADDRESS:		Xxxxxx Xxxxxx, Trustee
				Third Floor
				55 Xxxx Xxxxxxxx Xxxxxx
				Xxxxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxx X. Xxxxxx Recovable Living Trust
		/s/ Xxxxxxx X. Xxxxxx
		(signature)
		Xxxxxxx X. Xxxxxx
		(print name)
		TRUSTEE
		(title)
		ADDRESS:		1700 X. Xxxxxxxxx Xxxx,
				Xxxxx 000
				Xxxxxxxxxx Xxxxx, XX 00000

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		ADDRESS:		30400 Telegraph Road,
				Suite 435
				Xxxxxxx Farms, MI 48025-4541

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		ADDRESS:		1286 Stags Leap
				Ann Arbor, MI 48103

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		ADDRESS:		30400 Telegraph Road,
				Suite 435
				Xxxxxxx Farms, MI 48025-4541

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ D. Xxxxx Xxxxxxx
		D. Xxxxx Xxxxxxx
		ADDRESS:		3848 Xxxxxxx Road, South
				Ann Arbor, MI 48103

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxx X. Xxxx
		Xxxx X. Xxxx
		ADDRESS:		11091 Xxxxx Court
				Brighton, MI 48116

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xx. Xxxxxx X. Xxxxxxx
		Xx. Xxxxxx X. Xxxxxxx
		ADDRESS:		5338 East Arcadia Lane Phoenix, AZ 85018

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xx. Xxxxxx X. Xxxxxxx Trust
		/s/ Xxxxxx X. Xxxxxxx
		(signature)
		Xxxxxx X. Xxxxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		706 West Huron Street
				Ann Arbor, MI 48103

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxx Xxxxxx Trust
		/s/ Xxxxxxx Xxxxxx Trust
		(signature)
		Xxxxxxx Xxxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		100 Bloomfield Hills Parkway
				Suite 200
				Bloomfield Hills, MI 48304

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxxxx XxXxxxxx & Xxxxxxx XxXxxxxx, JTWROS
		/s/ Xxxxxxxxx XxXxxxxx
		(signature)
		Xxxxxxxxx XxXxxxxx
		(print name)
		(title)
		/s/ Xxxxxxx XxXxxxxx
		(signature)
		Xxxxxxx XxXxxxxx
		(print name)
		(title)
		ADDRESS:		3151 Meriett Ct.
				Shelby Township, MI 48316-1362

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ R. Xxxxxx Xxxxxxx
		R. Xxxxxx Xxxxxxx
		ADDRESS:		Xxxxxxx-Xxxxxxxx Mgmt. Co. #500
				650 Washington Road
				Pittsburgh, PA 15228

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxxx X. Xxxxxxx
		Xxxxxxxx X. Xxxxxxx
		ADDRESS:		4627 Cimarron
				Bloomfield Hills, MI 48302

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxx Xxxxx Trust
		/s/ Xxxxx Xxxxx
		(signature)
		Xxxxx Xxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		2550 Xxxxxxx Drive
				Northbrook, IL 60062

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxxx Xxxxxxxxx Revocable Trust
		/s/ Xxxxxxx Xxxxxxxxx
		(signature)
		Xxxxxxx Xxxxxxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		29200 Northwestern Hwy.,
				Suite 150
				Southfield, MI 48034

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx Xxxx
		Xxxxx Xxxx
		ADDRESS:		6023 Indianwood
				Bloomfield Hills, MI 48301

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx X. Xxxxx Trust
		Xxxxxx X. Xxxxx
		(signature)
		Xxxxxx X. Xxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		Xxxxxx X. Xxxxx, Trustee
				c/o 29200 Northwestern Hwy.,
				Suite 150
				Southfield, MI 48034

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxxx Xxxxxx
		Xxxxxxxx Xxxxxx
		ADDRESS:		1240 Buckingham
				Birmingham, MI 48009

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Wake Forest, Inc.
		/s/ Xxxxxxxx Xxxxxxxxxx
		(signature)
		Xxxxxxxx Xxxxxxxxxx
		(print name)
		President
		(title)
		ADDRESS:		2944 N. 44th Street, Suite 200
				Scottsdale, AZ 85260

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Spilkin Family Trust
		/s/ Xxxxxx X. Xxxxxxx
		(signature)
		SPILKIN FAMILY TRUST
		(print name)
		TRUSTEE
		(title)
		ADDRESS:		1314 Hidden Plateau Court
				El Cajon, CA 92019

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		Xxxxxx X. Xxxxxxx Revocable Trust
		/s/ Xxxxxx Xxxxxxx
		(signature)
		Xxxxxx Xxxxxxx
		(print name)
		Trustee
		(title)
		ADDRESS:		4511 Brafferton Drive
				Bloomfield Hills, MI 48302

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		ADDRESS:		115 Eastwood
				Deerfield, IL 60015

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxxx X. Xxx
		Xxxxxxx X. Xxx
		ADDRESS:		4045 Xxxxx
				Hoffman Estates, IL 60195

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx Xx Xxxxxx
		Xxxxx Xx Xxxxxx
		ADDRESS:		5926 Xxxx
				Chicago, IL 60631

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxxx X. Xxxx
		Xxxxxx X. Xxxx
		ADDRESS:		184 Cedar
				Highland Park, IL 60035

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]

		SELLING SHAREHOLDER:
		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		ADDRESS:		3537 Smuggler Way
				Boulder, CO 80305

[SIGNATURE PAGE TO THE STOCK CONTRIBUTION AGREEMENT]