6,000,000 SHARES REPUBLIC COMPANIES GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
Republic Companies Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares and to the conversion of securities of the Company into such shares as described in the Prospectus (as defined below) are herein referred to as the “Common Stock.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among REPUBLIC COMPANIES GROUP, INC. and THE INVESTORS PARTY HERETORegistration Rights Agreement • July 19th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of [August ], 2005 (this “Agreement”), by and among Republic Companies Group, Inc., a Delaware corporation formerly known as RTXA, Inc. (the “Company”), and the investors that are or may become party hereto (collectively, the “Investors”).
