AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 10.11

EXECUTION COPY

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

among

REPUBLIC COMPANIES GROUP, INC.

and

CERTAIN STOCKHOLDERS OF THE COMPANY DESIGNATED HEREIN

Dated as of December 9 , 2004

TABLE OF CONTENTS

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EXHIBITS

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as amended or supplemented, this “Agreement”) is dated as of December 9, 2004, by and among REPUBLIC COMPANIES GROUP, INC. (f/k/a RTXA, INC.), a Delaware corporation (the “Company”), BANC OF AMERICA CAPITAL INVESTORS SBIC L.P. (f/k/a/ BANCAMERICA CAPITAL INVESTORS SBIC I L.P.), a Delaware limited partnership (“Banc of America”), GREENHILL CAPITAL PARTNERS, L.P., a Delaware limited partnership, (“GCP”), GREENHILL CAPITAL PARTNERS (CAYMAN), L.P., a Cayman Islands limited partnership, (“GCP Cayman”), GREENHILL CAPITAL PARTNERS (EXECUTIVE), L.P. , a Delaware limited partnership, (“GCP Executive”), GREENHILL CAPITAL, L.P. , a Delaware limited partnership, (“GC” and together with GCP, GCP Cayman and GCP Executive, the “Greenhill Investors”), BRAZOS EQUITY FUND 2000, L.P., a Texas limited partnership (“Brazos”), NORWEST EQUITY PARTNERS VI, LP, a Minnesota limited partnership (“NEP VI”), NORWEST EQUITY PARTNERS VII, LP, a Minnesota limited partnership (“NEP VII” and, together with NEP VI, “NEP”), 21 ^ST CENTURY GROUP EQUITY FUND, L.P., a Delaware limited partnership (“21 ^st Century Equity”), 21 ^ST CENTURY GROUP COINVESTORS I, L.P., a Texas limited partnership (“21 ^st Century Coinvestors” and, together with 21 ^st Century Equity, “21 ^st Century”), BRUCE W. SCHNITZER, a resident of New York (“Schnitzer”), JOHN S. STRUCK, a resident of Connecticut (“Struck”), PATRICK MCLAUGHLIN, a resident of Pennsylvania (“McLaughlin”), MARY LOUISE MCLAUGHLIN AS CUSTODIAN FOR CHRISTINE MCLAUGHLIN UNDER THE PENNSYLVANIA UNIFORM TRANSFERS TO MINORS ACT (“Christine”) and MARY LOUISE MCLAUGHLIN AS CUSTODIAN FOR KATHRYN MCLAUGHLIN UNDER THE PENNSYLVANIA UNIFORM TRANSFERS TO MINORS ACT (“Kathryn” and together with Schnitzer, Struck, McLaughlin and Christine, the “Wand Stockholders”), REPUBLIC CO-INVESTORS, L.P., a Delaware limited partnership, PARKER W. RUSH (“Rush”), MARTIN CUMMINGS (“Cummings”) and STEPHEN MUDD (“Mudd”).

STATEMENT OF PURPOSE

The Company and certain of its stockholders have entered into (a) an Investor Rights Agreement, dated as of May 9, 2003 (the “Original Agreement”), and (b) a First Amendment to Investor Rights Agreement, dated as of August 29, 2003 (the “First Amendment”). The Company and the Stockholders desire to amend and restate the Original Agreement, as amended by the First Amendment and as further amended hereby, for the purpose of agreeing to certain aspects of their relationship as holders of the capital stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND GENERAL TERMS

SECTION 1.1 Definitions and General Considerations .

(a) Definitions . For the purposes of this Agreement, in addition to any terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“ Acquisition Documents ” means that certain Stock Purchase Agreement, dated as of May 9, 2003, by and among, the Company, RTXA Sub, Inc., a Delaware corporation, Republic Financial Services, Inc., a Texas corporation, Republic Financial Services, Inc., a Nevada corporation, and Winterthur U.S. Holdings, Inc. (solely for purposes of Section 13.13 thereof) and each other document and instrument executed pursuant to such agreement in connection with the acquisition contemplated therein, in each case, as such documents are amended, restated, supplemented or modified from time to time in accordance with their terms.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person; provided , that in no event shall a portfolio company of any Stockholder be deemed to be an Affiliate of such Stockholder for purposes of Section 2.1. For the purposes of this definition, “control,” when used with respect to any Person, means the ownership, directly or indirectly, of more than ten percent (10%) of the voting securities of such Person or the power to otherwise direct the management and policies of such Person whether by contract or otherwise.

“ Available Funds ” means, with respect to any redemption of Company Securities pursuant to Article VI, the funds of the Company that the Board determines to be available for such redemption after taking into account the future funding needs of the Company and funds which may be available under any credit facility or other source of financing; provided , that the amount of Available Funds shall in no event exceed the amount of funds of the Company, if any, available for such redemption under Section 160 of the Delaware General Corporation Law.

“ Board ” means the Board of Directors of the Company.

“ Budget ” has the meaning assigned thereto in Section 9.5.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which national banking associations in the States of Texas, North Carolina and New York are generally closed for the conduct of commercial banking business.

“ By-laws ” means the By-laws of the Company as in effect on the date hereof, a copy of which is attached hereto as Exhibit A , as amended from time to time.

“ Cause ” means, with respect to a Management Stockholder, the definition of “cause” as set forth in any then effective employment agreement between the Company and such person; provided , that, if “cause” is not defined in such a document or there is not an employment agreement between the Company and such person effective on the date of determination, then “Cause” shall mean the occurrence of any of the following events: (a) such Person’s failure substantially to perform their duties of employment (other than as a result of total or partial incapacity due to physical or mental illness) for a period of thirty (30) days following written notice by the Company to such Person of such failure, (b) dishonesty in the performance of their

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duties of employment or any material breach of any fiduciary duty to the Company, (iii) any act or acts on their part constituting a felony under the laws of the United States or any state thereof or (iv) any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates.

“ Certificate of Incorporation ” means the Amended and Restated Certificate of Incorporation of the Company, as amended or restated from time to time.

“ Class A Common Stock ” means the Class A Voting Common Stock of the Company, par value $0.01 per share, as described in the Certificate of Incorporation.

“ Class B Common Stock ” means the Class B Non-voting Common Stock of the Company, par value $0.01 per share, as described in the Certificate of Incorporation.

“ Closing Date ” has the meaning assigned thereto in the Securities Purchase Agreement.

“ Common Equivalents ” means, without duplication, (a) the Common Stock, (b) any security or obligation which by its terms is exercisable for or convertible into shares of Common Stock and (c) any option or other subscription or purchase right to acquire, directly or indirectly, Common Stock.

“ Company Securities ” means the Preferred Stock and the Common Equivalents.

“ Common Stock ” means the Class A Common Stock, Class B Common Stock or both, as the context may require.

“ Debt ” means, with respect to any Person, (a) all liabilities, obligations and indebtedness for borrowed money, including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay any deferred purchase price for property or services of any such Person, (c) all obligations of any such Person as lessee under capital leases, (d) all Debt of any other Person secured by a lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person and (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn; provided , that “Debt” shall not include trade payables of such Person incurred in the ordinary course of business and not more than ninety (90) days past due.

“ Excluded Transfer ” means a Transfer by any Stockholder pursuant to Sections 2.1, 2.2, 4.2 (other than as the Selling Stockholder), 5.1, 5.2 or 6.1 hereof, pursuant to Section B.5 of Article FOURTH of the Certificate of Incorporation or in a redemption effected pursuant to a Wand Consulting Agreement.

“ Fair Market Value ” means, with respect to any Company Securities, an amount determined in good faith by the Board to be the fair market value of those Company Securities, without minority ownership discount or discount for restricted transferability.

“ Fiscal Year ” means the annual accounting period of the Company.

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“ Fully Diluted Shares ” means, as of any date of determination and without duplication, all shares of Common Stock and all shares of such Common Stock issuable upon exercise or conversion of any Common Equivalents, in each case outstanding on such date of determination.

“ GAAP ” means, as of any date of determination, United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of such date of determination.

“ Good Reason ” means, with respect to a Management Stockholder, the definition of “good reason” as set forth in any then effective employment agreement between the Company and such Person; provided , that, if “good reason” is not defined in such a document or there is not an employment agreement between the Company and such person effective on the date of determination, then “Good Reason” shall mean the occurrence of any of the following events: (a) a material diminution in such Person’s status, title, position or responsibilities or (b) such Person’s principal place of work being relocated by a distance of 100 miles or more from the location at which they worked immediately prior the date of this Agreement.

“ Governmental Authority ” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“ Greenhill Representative ” means GCP or any other Greenhill Investor as designated by the holders of a majority of the Common Stock held by Greenhill Investors in a written notice to the Company.

“ Guaranty Obligation ” means, with respect to any Person, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided , that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

“ Independent Third Party ” means any Person who, immediately prior to a Sale of the Company, (a) does not own in excess of 5% of the Fully Diluted Shares, (b) is not an Affiliate of any owner of 5% or more of the Fully Diluted Shares and (c) is not the spouse or descendant (by birth or adoption) of any owner of 5% or more of the Fully Diluted Shares.

“ Initial Public Offering ” means the initial public offering of the Common Stock pursuant to a registration statement declared effective under the Securities Act, underwritten by an investment banking firm of national reputation.

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“ Investor Stockholders ” means the collective reference to Banc of America, the Greenhill Investors, Brazos, the NEP Investors, 21 ^st Century and the Wand Stockholders and any of their permitted transferees, and the term “Investor Stockholder” means any such Person.

“ Involuntary Transfer ” means any Transfer, proceeding or action (other than pursuant to Sections 2.1, 4.1, 4.2, 5.1, 5.2 or 6.1 hereof, pursuant to Section B.5 of Article FOURTH of the Certificate of Incorporation or pursuant to a Wand Consulting Agreement) by or in which a Stockholder shall be deprived or divested of any right, title or interest in or to any Company Securities, including any seizure under levy of attachment or execution, any Transfer in connection with a foreclosure upon a pledge, any Transfer in connection with bankruptcy (whether pursuant to the filing of a voluntary or an involuntary petition under the Federal Bankruptcy Code of 1978, or any modifications or revisions thereto) or other court proceeding to a debtor-in-possession, trustee in bankruptcy or receiver or other officer or agency, any Transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property, any Transfer pursuant to a separation agreement or divorce, equitable or community or marital property distribution, judicial decree or other court order relating to the division or partition of property between spouses or any Transfer, in case of the death of an individual Stockholder, by will or by the laws of intestate succession, to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Stockholders.

“ Management Stockholders ” means the collective reference to Rush, Cummings, Mudd and any other officers or employees of the Company that acquire Company Securities after the date hereof (whether pursuant to the exercise of options under any Company stock option plan or otherwise) and join this Agreement, and the term “Management Stockholder” means any such Person.

“ Material Adverse Effect ” means, with respect to the Company, a material adverse effect on the properties, business, operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

“ Permitted Transferee ” means, with respect to any Stockholder who is a natural person, (a) a spouse, (b) any child or the spouse of any child, (c) any grandchild, (d) a parent or (e) any trust created for the benefit of any person specified in clauses (a) through (d) above of such Stockholder.

“ Person ” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability company or any other entity of whatever nature.

“ Preferred Stock ” means the Series A Preferred Stock of the Company, par value $0.01 per share, as described in the Certificate of Incorporation.

“ Proportionate Share ” means, as to any Stockholder and as of any date of determination, the percentage determined by dividing the number of Fully Diluted Shares then owned by such Stockholder by the total number of Fully Diluted Shares then owned by all Stockholders eligible to participate in the purchase option for which a determination is being made.

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“ Required Preferred Stockholders ” means the holders of at least a majority of the outstanding shares of Preferred Stock.

“ Required Stockholders ” means (a) the Required Preferred Stockholders and (b) the holders of at least a majority of the outstanding shares of Common Stock.

“ Requirement of Law ” means, with respect to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, statute, ordinance, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining to any of the transactions contemplated or referred to herein.

“ Restricted Common Stock ” means the shares of Common Stock owned by each Management Stockholder party hereto and which is subject to a restricted stock award agreement between the Company and each such Management Stockholder, respectively.

“ Sale of the Company ” means a sale of the Company pursuant to which any Independent Third Party or affiliated group of Independent Third Parties proposes to acquire, in one or more related transactions, (a) at least 80% of the Common Stock of the Company (whether by merger, consolidation, share exchange or other Transfer of the Company’s capital stock) or (b) all or substantially all of the Company’s assets.

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

“ Securities Purchase Agreement ” means that certain Securities Purchase Agreement dated as of May 9, 2003, among the Corporation and certain investors in the Corporation, as amended, restated, supplemented or modified from time to time in accordance with its terms.

“ Stockholders ” means, without duplication, the collective reference to the Investor Stockholders, the Management Stockholders, if any, and any other Persons who become party to this Agreement pursuant to Section 10.13 or otherwise and any transferees bound by the terms and conditions of this Agreement in accordance with the terms hereof, and the term “Stockholder” means any such Person.

“ Subsidiary ” means, with respect to any Person, any entity of which more than fifty percent (50%) of the outstanding capital stock or other ownership interests having ordinary voting power to elect the board of directors or other managers of such entity is at the time, directly or indirectly, owned by or the management is otherwise controlled by such Person. Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Company.

“ Transfer ” means sell, assign, convey, donate, transfer or otherwise dispose of, or contract to do any of the foregoing.

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“ Wand Consulting Agreements ” means, without duplication, the collective reference to those certain Consulting Agreements between the Company and Bruce W. Schnitzer, John S. Struck, and Patrick McLaughlin, each dated as of May 9, 2003, and the term “Wand Consulting Agreement” means any such agreement.

“ Wand Stockholders ” has the meaning assigned thereto in the introductory paragraph to this Agreement.

(b) General Considerations . Any reference to any Section or Schedule herein, unless expressly stated otherwise, will refer to such Section of this Agreement or Schedule to this Agreement, as applicable. The use of pronouns herein shall refer to the masculine, feminine and/or neuter, and to the singular and/or plural, as the context requires.

SECTION 1.2 Term of Agreement . The term of this Agreement shall commence on the date hereof and shall terminate on the earlier of: (a) the closing of an Initial Public Offering with net proceeds to the Company of at least $25,000,000 and (b) a Sale of the Company.

ARTICLE II

GENERAL TRANSFER RESTRICTIONS

SECTION 2.1 Transfer Restrictions . No Stockholder shall Transfer any Company Securities held by such Stockholder except that, commencing on the day after the Closing Date:

(a) any Investor Stockholder shall be entitled at any time to Transfer all or any portion of its Company Securities to any Affiliate of such Person, to any fund which such Investor Stockholder manages or to any Person acquiring such Investor Stockholder’s investment portfolio;

(b) any Stockholder who is a natural person (an “Individual Transferor”) may Transfer all or any portion of his Company Securities to any Permitted Transferee, and any Permitted Transferee of all or any part of such Individual Transferor’s Company Securities may thereafter Transfer all or any portion of such Company Securities to any other Permitted Transferee of such Individual Transferor if, and only if, in each case (i) such Individual Transferor retains exclusive control of, and continues to exercise, all voting and consent rights with respect to any such Company Securities Transferred to a Permitted Transferee pursuant to a proxy in form reasonably satisfactory to the Board, or as trustee of any trust to which such Company Securities are Transferred, (ii) any trust to which such Company Securities are transferred does not require or permit distribution of such Company Securities during the term of this Agreement and (iii) the Permitted Transferee agrees in writing to be bound by the provisions of this Agreement; and

(c) each Stockholder shall be permitted or required, as applicable, to transfer his or its Company Securities as permitted or required, as applicable, pursuant to Sections 4.1, 4.2, 5.1, 5.2

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and 6.1 hereof, pursuant to Section B.5 of Article FOURTH of the Certificate of Incorporation and pursuant to a Wand Consulting Agreement;

provided , that in the case of Transfers permitted pursuant to Section 2.1(a) or (b) above, the transferring Stockholder shall (i) provide prior written notice to the Company of such proposed Transfer (ii) if requested by the Board, an opinion of counsel, in form and substance reasonably satisfactory to the Board, that such Transfer will not require registration of any such Company Securities under the Securities Act and (iii) cooperate with the Company (and the Company shall cooperate with such Stockholder) to make any Form A filings and other insurance regulatory filings as may be required in connection with such Transfer.

SECTION 2.2 Involuntary Transfers . Upon any Involuntary Transfer of any Company Securities owned by any Stockholder, such Stockholder (or such Stockholder’s personal representative, if applicable) shall promptly, but in any event within thirty (30) days after such Involuntary Transfer, give written notice to the Company, with a copy to the Person to whom the Transfer was made (the “Involuntary Transferee”), stating that the Involuntary Transfer occurred, the reason therefor, the date of the Involuntary Transfer, the name and address of the Involuntary Transferee and the type and amount of Company Securities acquired by such Person. Upon receipt of such written notice by the Company, the Company shall give prompt written notice of such Involuntary Transfer to the other Stockholders and (a) the Company shall have the first option and (b) the Investor Stockholders (other than any Investor Stockholder having made such Involuntary Transfer), on a pro rata basis (based on their respective Proportionate Shares), shall have the second option, to purchase all, but not less than all, of the Company Securities subject to the Involuntary Transfer for the periods and on the terms described in Section 4.1(c), (d), (e) and (f), as if the receipt by the Company of the notice of Involuntary Transfer had been the receipt by the Company of the Transfer Notice thereunder; provided , that the purchase price of any such Company Securities shall be the Fair Market Value of such Company Securities.

SECTION 2.3 Prohibited Transfers . If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void and the Company shall refuse to record such purported Transfer and shall not recognize any purported transferee as a stockholder for any purpose.

ARTICLE III

CORPORATE GOVERNANCE AND VOTING AGREEMENT

SECTION 3.1 Corporate Governance .

(a) Board Representation . Each Stockholder shall vote all of his or its voting Company Securities and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a Stockholder, director, member of a Board committee, officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents or resolutions in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board and Stockholder meetings) so that:

(i) the authorized number of directors of the Board shall be established at nine (9);

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(ii) the following individuals shall be elected to the Board:

(A) two individuals designated by Banc of America (the “Banc of America Directors”), who shall initially be Robert H. Sheridan III and Robert L. Edwards;

(B) two individuals designated by the Greenhill Representative (the “Greenhill Directors”), who shall initially be Scott L. Bok and Timothy M. Dwyer;

(C) one individual designated by the Greenhill Representative and approved by Banc of America, who shall initially be David Elliott;

(D) one individual designated by Brazos (the “Brazos Director”), who shall initially be Patrick K. McGee;

(E) one individual designated by the holders of a majority of the Preferred Stock held by the Investor Stockholders (excluding the Wand Stockholders), who shall initially be John Ware (“Ware”); provided , that so long as 21 ^st Century owns at least 6,500 shares (as adjusted for any splits, stock dividends or combinations thereof) of Preferred Stock, Ware shall not be removed from the Board without the prior written approval of 21 ^st Century; provided , further , that for purposes of this clause (E) the ownership of Preferred Stock shall be determined as if the transactions to occur on the Closing Date had occurred on May 9, 2003;

(F) one individual designated by the Wand Stockholders, who shall initially be Bruce Schnitzer; and

(G) one individual designated by the other members of the Board, which person must be a member of management of the Company (the “Management Director”), who shall initially be Parker W. Rush; and

(iii) Bruce Schnitzer shall serve as the initial Chairman of the Board until a successor is duly selected by the Board;

(iv) any question brought before any meeting of the Board at which a quorum exists under the By-laws shall be decided by a majority of the total number of votes cast at such meeting; provided , that until the day after the Closing Date, such majority vote must include the affirmative vote of at least one Banc of America Director and at least one Greenhill Director; and

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(v) neither the Certificate of Incorporation nor the By-laws of the Company shall be amended in any manner that conflicts with any provisions of this Agreement.

(b) Any director designated pursuant to this Section 3.1 shall only be removed from the Board (and from all committees of the Board) at the written request of the Person or Persons having the right to designate such director pursuant to this Section 3.1.

(c) Filling Vacancies .

(i) At any time a vacancy is created on the Board by the death, removal or resignation of any director, the applicable Person or Persons entitled to nominate the former director or directors as provided in Section 3.1(a)(ii) shall nominate a director to fill such vacancy. If, within ten (10) Business Days, no individual shall have been nominated to fill such vacancy, such vacancy may be filled with a nominee designated by the vote of a majority of the remaining directors. If any Person who shall have failed to nominate a director to fill such vacancy in accordance with Section 3.1(a)(ii) shall continue to be entitled to nominate one or more directors in accordance with Section 3.1(a)(ii), such Person may at any time direct the Stockholders to remove the director nominated in accordance with the preceding sentence and to elect such Person’s nominee to the Board.

(ii) If any Person referred to in Section 3.1(a)(ii) is no longer entitled to nominate directors pursuant to Section 3.1(a)(ii), each director nominated by such Person shall immediately resign or, if he fails to do so, shall be removed by a vote of the Stockholders and each resulting vacancy shall be filled with a nominee designated by the vote of a majority of the remaining directors; provided , that in the event that no Person is entitled to nominate directors pursuant to Section 3.1(a)(ii), directors shall be nominated and elected in accordance with the By-laws and applicable law without regard to this Article III.

(d) Board Meetings . The Board shall meet not less than quarterly. At least 48 hours notice shall be given to each member of the Board prior to any meeting of the Board unless such notice shall have been waived in accordance with applicable corporate law. Each director nominated and elected pursuant to the provisions of this Section 3.1 shall be entitled to reimbursement by the Company of all reasonable out-of-pocket expenses incurred in connection with attendance of meetings of the Board.

(e) D&O Insurance . The Company shall at all times maintain directors’ and officers’ liability insurance in form and substance satisfactory to the Board.

(f) Committees. If at any time the Company establishes a compensation committee or an audit committee in accordance with the By-laws, one Banc of America Director, one Greenhill Director and the Brazos Director shall be included on each such committee. Further, the Brazos Director shall be included on any other committee that includes both a Banc of America Director and a Greenhill Director.

SECTION 3.2 Covenant to Vote, etc . At any time any nominee is to be elected a director or any director is to be removed pursuant to Section 3.1 hereof or any vote on a matter

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described in Section 5.1 or 5.2 is to be taken, the Company shall, and the Stockholders shall cause the Company to, promptly call a meeting of stockholders or obtain their written consents as necessary to effect such a vote. Without limiting the provisions of Section 3.1(a), each of the Stockholders shall appear in person or by proxy at each annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Company Securities owned by such Stockholder, either in person or by proxy, at such annual or special meeting of stockholders of the Company or execute written consents as necessary: (a) in favor of establishing the number of directors in accordance with Section 3.1(a), (b) in favor of the election, removal and replacement of directors in accordance with Section 3.1 and (c) in favor of any action described in Section 5.1 or 5.2.

SECTION 3.3 No Inconsistent Agreements or Proxies . Other than as required hereunder, no Stockholder shall (a) grant any proxy or enter into any stockholder agreements or arrangements of any kind the terms of which are inconsistent with the provisions of this Agreement or (b) enter into or agree to be bound by any voting trust with respect to his or its Company Securities.

ARTICLE IV

PARTICIPATION RIGHTS AND OBLIGATIONS

SECTION 4.1 Right of First Refusal .

(a) Transfer Notice . If any Stockholder (a “Transferor Stockholder”) desires to Transfer all or any portion of his or its Company Securities pursuant to a bona fide offer from any Person other than in an Excluded Transfer, such Transferor Stockholder shall, prior to effecting or making such Transfer, give written notice thereof (the “Transfer Notice”) to the Company and each of the Investor Stockholders. The Transfer Notice shall state (i) the type and amount of Company Securities to be Transferred (the “Transferred Company Securities”), (ii) the name of the Person to whom the Transferor Stockholder desires to Transfer such Transferred Company Securities (the “Prospective Stockholder”), (iii) the price of the Transferred Company Securities to be paid by the Prospective Stockholder, which price must be payable in cash, (iv) that the proposed purchase of the Transferred Company Securities shall be consummated no later than thirty (30) days after the expiration of the options referred to in Sections 4.1(c) and (d) and (v) that the offer of the Prospective Stockholder has been accepted by the Transferor Stockholder subject to the rights of the Company and the Investor Stockholders contained in this Section 4.1 and Section 4.2.

(b) Certificate of Prospective Stockholder . The Transfer Notice shall be accompanied by a certificate executed by the Prospective Stockholder stating that (i) its offer to purchase the Transferred Company Securities has been approved by its board of directors (or the equivalent body), if necessary, (ii) the description of its offer contained in the Transfer Notice is complete and accurate, (iii) it is aware of the rights of the Company and the Investor Stockholders contained in this Section 4.1 and Section 4.2 and (iv) concurrently with its purchase of any Transferred Company Securities, it will become a party to this Agreement and agree to be bound by the terms and conditions hereof to the same extent and in the same manner as the Transferor Stockholder as set forth in Section 10.13. In addition, the certificate of the

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Prospective Stockholder shall be accompanied by evidence reasonably satisfactory to the Company of the Prospective Stockholder’s financial ability to consummate the proposed purchase.

(c) Company Option to Purchase . For a period of ten (10) Business Days after receipt of the Transfer Notice and the certificate referred to in Section 4.1(b), the Company shall have the option to purchase all or any portion of the Transferred Company Securities on the terms contained in the Transfer Notice; provided , that the Company shall not have the right to purchase less than all of the Transferred Company Securities unless (i) the Investor Stockholders elect to purchase all of the remaining Transferred Company Securities pursuant to Section 4.1(d) or (ii) the Transferor Stockholder consents to the purchase of less than all of the Transferred Company Securities. The Company’s option to purchase the Transferred Company Securities hereunder shall be exercisable by delivering written notice to such effect, prior to the expiration of such ten (10) Business Day option period, to the Transferor Stockholder and each of the Investor Stockholders. The failure of the Company to exercise its option under this Section 4.1(c) within such ten (10) Business Day option period shall be deemed to be an election by the Company not to purchase the Transferred Company Securities.

(d) Stockholders Option to Purchase . If the Company does not elect to purchase all of the Transferred Company Securities pursuant to Section 4.1(c), then each Investor Stockholder (other than the Transferor Stockholder) (each, an “Offeree Stockholder”) shall have the option, for a period of ten (10) Business Days after the earlier of receipt by the Transferor Stockholder and the Offeree Stockholders of notice by the Company that the Company has so elected or the expiration of the ten (10) Business Day option period set forth in Section 4.1(c), to purchase, on the terms contained in the Transfer Notice, up to its Proportionate Share of the remaining Transferred Company Securities plus any Excess Transferred Company Securities described below; provided , that the Offeree Stockholders shall not have the right to purchase less than all of the Transferred Company Securities unless (i) the Company and the Offeree Stockholders collectively elect to purchase all of the Transferred Company Securities or (ii) the Transferor Stockholder consents to the purchase of less than all of the Transferred Company Securities.

Each Offeree Stockholder’s option to purchase the Transferred Company Securities hereunder shall be exercisable by delivering written notice to such effect, pri