SECURITIES PURCHASE AGREEMENT




 Exhibit 10.2 
  
 EXECUTION COPY 
  

  
 SECURITIES PURCHASE AGREEMENT 
  
 among 
  
 RTXA, INC., 
 as
Issuer, 
  
 and 
  
 THE INVESTORS PARTY HERETO 
  
 Dated as of May 9, 2003 
  









  
 TABLE OF CONTENTS 

 

					
	 	  	Page


	 ARTICLE I DEFINITIONS
	  	1
	 1.01
	  	Definitions	  	1
		
	 ARTICLE II PURCHASE AND SALE OF PURCHASED SECURITIES
	  	5
	 2.01
	  	Purchase and Sale of Purchased Securities	  	5
	 2.02
	  	Redemption Premium	  	6
	 2.03
	  	Closing	  	6
		
	 ARTICLE III CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO EFFECT THE CLOSING
	  	7
	 3.01
	  	Purchase Permitted by Applicable Laws	  	7
	 3.02
	  	Conditions to Acquisition	  	7
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	  	7
	 4.01
	  	Corporate Existence and Power	  	7
	 4.02
	  	Corporate Authorization; No Contravention	  	8
	 4.03
	  	Governmental Authorization; Third Party Consents	  	8
	 4.04
	  	Binding Effect	  	8
	 4.05
	  	Litigation	  	8
	 4.06
	  	No Activities	  	9
	 4.07
	  	Disclosure	  	9
	 4.08
	  	Investment Company/Government Regulations	  	9
	 4.09
	  	Capitalization	  	9
	 4.10
	  	Private Offering	  	10
	 4.11
	  	Broker’s, Finder’s or Similar Fees	  	10
	 4.12
	  	Acquisition Documents	  	11
	 4.13
	  	Senior Loan Documents	  	11
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
	  	11
	 5.01
	  	Authorization; No Contravention	  	11
	 5.02
	  	Binding Effect	  	11
	 5.03
	  	Accredited Investor; Purchase for Own Account	  	12
	 5.04
	  	Broker’s, Finder’s or Similar Fees	  	12
	 5.05
	  	Governmental Authorization; Third Party Consent	  	12
		
	 ARTICLE VI COVENANTS PRIOR TO CLOSING
	  	12
	 6.01
	  	Commercially Reasonable Efforts	  	12
	 6.03
	  	Purchaser Exclusivity	  	13
	 6.04
	  	Limitation on Actions	  	13
		
	 ARTICLE VII MISCELLANEOUS
	  	14
	 7.01
	  	Survival of Representations and Warranties	  	14
	 7.02
	  	Notices	  	14
	 7.03
	  	Assignments	  	15
	 7.04
	  	Amendments, Determinations, Requests or Consents	  	15
	 7.05
	  	Remedies Cumulative	  	15
	 7.06
	  	Counterparts	  	15
	 7.07
	  	Headings	  	16
	 7.08
	  	GOVERNING LAW	  	16
	 7.09
	  	Specific Performance; Arbitration; Limitation on Damages	  	16

  











					
	 7.10
	  	Severability	  	16
	 7.11
	  	Rules of Construction	  	17
	 7.12
	  	Entire Agreement	  	17
	 7.13
	  	Certain Expenses	  	17
	 7.14
	  	Publicity	  	17
	 7.15
	  	Further Assurances	  	18
	 7.16
	  	Sellers as Third Party Beneficiaries	  	18

  
 SCHEDULES 
  

			
	 Schedule 2.01
	  	Purchased Securities
	 Schedule 4.09
	  	Capitalization

  

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 SECURITIES PURCHASE AGREEMENT 
  
 THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 9, 2003, between RTXA, INC., a Delaware
corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, the “Investors”). 
  
 Statement of Purpose 
  
 The Company and its wholly-owned subsidiary, RTXA Sub, Inc., a Delaware corporation (“Acquisition Sub”) have entered into a Stock Purchase
Agreement, dated as of the date hereof (the “Acquisition Agreement”), with Republic Financial Services, Inc., a Texas corporation (“RFS Texas”), Republic Financial Services, Inc., a Nevada corporation (“RFS Nevada” and,
together with RFS Texas, the “Sellers”) and Winterthur U.S. Holdings, Inc., a Delaware corporation (solely for purposes of Section 13.13 thereof), providing for the acquisition (the “Acquisition”) by Acquisition Sub from the
Sellers of all of the issued and outstanding stock of Republic Group No. Two Company, a Missouri corporation, Eagle General Agency, Inc., a Texas corporation, and Republic Underwriters Insurance Company, an insurance company organized under the laws
of the State of Texas (collectively, the “Acquired Companies”). 
  
 In order to obtain financing to consummate the Acquisition, the Company proposes to issue Series A Redeemable Preferred Stock and Common Stock, as more particularly described herein. 
  
 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 
  
 1.01 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

  
 “Acquired Companies” has the meaning assigned
thereto in the Statement of Purpose. 
  
 “Acquisition” has the meaning assigned thereto in the Statement of Purpose. 
  
 “Acquisition Agreement” has the meaning assigned thereto in the Statement of Purpose. 
  
 “Acquisition Documents” means the Acquisition Agreement and
each other document and instrument executed pursuant thereto in connection with the Acquisition. 
  










 “Acquisition Sub” has the meaning assigned thereto in the Statement of Purpose.

  
 “Affiliate” means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Agreement” means this Securities Purchase Agreement, as amended, restated or supplemented from time to
time. 
  
 “Business Day” means any day other than
a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law or executive order to close. 
  
 “Bylaws” means the Bylaws of the Company, as amended, restated or supplemented from time to time.

  
 “Capital Stock” means, with respect to any
Person, any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, membership interests or other equivalent equity interests and any rights (other
than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests. 
  
 “Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company,
as amended or supplemented 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” has
the meaning assigned thereto in Section 2.03. 
  
 “Closing
Date” has the meaning assigned thereto in Section 2.03. 
  
 “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute thereto. 
  
 “Commission” means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

  
 “Common Shares” has the meaning assigned
thereto in Section 2.01. 
  

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 “Common Stock” means (a) the Class A Common Stock, (b) the Class B Common Stock, (c) any
other class of capital stock hereafter authorized having the right to share in distributions either of earnings or assets without limit as to amount or percentage or (d) any other capital stock into which the foregoing Common Stock is reclassified
or reconstituted. 
  
 “Company Charter Documents”
means the Certificate of Incorporation and the Bylaws of the Company, as amended or supplemented from time to time. 
  
 “Competitive Transaction” has the meaning assigned thereto in Section 6.02. 
  
 “Contractual Obligation” means, as to any Person, any provision of any securities issued by such Person or
of any indenture or credit agreement or any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or to which it may be subject. 
  
 “Financing Certificate” has the meaning assigned thereto in
Section 2.03(b). 
  
 “Fully Diluted Common Stock”
means all shares of Common Stock, computed as if all warrants, options and other securities exercisable for or convertible into Common Stock had been exercised or converted. 
  
 “Governmental Authority” means any nation or government, any state or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the foregoing. 
  
 “Holder” means each Investor and any other holder of any Purchased Securities. 
  
 “Investors” has the meaning set forth in the introductory paragraph. 
  
 “Investor Rights Agreement” means the Investor Rights Agreement dated as of the date hereof among the
Company and the Investors party thereto, as amended, restated or supplemented from time to time. 
  
 “Lien” means any mortgage, lien, charge, pledge, security interest, easement, restriction, restricted encumbrance, adverse claim or any
other defect in title. 
  
 “Person” means any
individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any Governmental Authority. 
  
 “Preemptive Rights” means any preemptive or other similar rights to acquire Capital Stock whether created by a Contractual Obligation or
by any Requirement of Law applicable at any time to the Company or any of its Subsidiaries. 
  

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 “Preferred Shares” has the meaning assigned thereto in Section 2.01. 
  
 “Preferred Stock” means, collectively, the Series A
Redeemable Preferred Stock of the Company, as described in the Company Charter Documents, and any other capital stock of the Company into which such stock is reclassified or reconstituted. 
  
 “Purchased Securities” has the meaning assigned thereto in
Section 2.01. 
  
 “Purchasers” means the
Investors other than the Wand Principals. 
  
 “Registration Agreement” means the Registration Rights Agreement dated as of the date hereof among the Company and the Investors party thereto, as amended, restated or supplemented from time to time. 
  
 “Required Purchasers” means (a) prior to Closing, Purchasers
who would purchase at such Closing at least a Majority of the Preferred Shares, as set forth on Schedule 2.01, and (b) after the Closing, Holders holding at least a majority of the Preferred Shares then outstanding. 
  
 “Requirements of Law” means, with respect to a Person, the
certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, right, privilege, 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 or all of the transactions contemplated or referred to herein.

  
 “RFS Nevada” has the meaning assigned thereto
in the Statement of Purpose. 
  
 “RFS Texas” has
the meaning assigned thereto in the Statement of Purpose. 
  
 “SBIC Letter” means the letter agreement executed by the Company in favor of Banc America Capital Investors SBIC I, L.P. (“BACI”) relating to certain regulatory matters required due to BACI’s status as a
registered Small Business Investment Company. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. 
  
 “Sellers” has the meaning assigned thereto in the Statement of Purpose. 
  
 “Senior Credit Facility” has the meaning assigned thereto in the Section 2.01(c). 
  
 “Senior Loan Agreement” means the credit agreement (or
similar agreement), pursuant to which the Company receives the Senior Credit Facility, if any, to be dated as of the Closing Date by and among the Company and the financial institutions party thereto, in the form attached to the Financing
Certificate and as amended, restated or supplemented or otherwise modified from time to time. 
  

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 “Senior Loan Documents” means the Senior Loan Agreement and each promissory note and
other loan, credit or security document executed in connection with the Senior Loan Agreement, in each case in the form attached to the Financing Certificate and as amended, restated or supplemented or otherwise modified from time to time.

  
 “Series A Preferred Stock” means the Series A
Redeemable Preferred Stock of the Company, as described in the Certificate of Incorporation. 
  
 “Subject Companies” has the meaning set forth in Acquisition Agreement as in effect on the date hereof. 
  
 “Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (b) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries
of such Person has more than a 50% equity interest at the time. 
  
 “Transaction Documents” means collectively, this Agreement, the Investor Rights Agreement, Registration Agreement, the Wand Consulting Agreements, the Company Charter Documents, the SBIC Letter, the Acquisition Documents
and, if any, the Senior Loan Documents. 
  
 “Wand
Principals” means, collectively, Bruce W. Schnitzer; John S. Struck; and Patrick McLaughlin. 
  
 “Wand Consulting Agreements” means, without duplication, the collective reference to those certain Consulting Agreements between the
Company, and each of the Wand Principals, respectively, each dated as of the date hereof. 
  
 ARTICLE II 
  
 PURCHASE AND SALE
OF PURCHASED SECURITIES 
  
 2.01 Purchase and Sale of
Purchased Securities. Subject to the terms and conditions hereof, the Company will issue to the Purchasers, and each Purchaser, severally and not jointly, will acquire from the Company on the Closing Date the following securities: 
  
 (a) Preferred Stock. The Company shall issue 107,000 shares of
Preferred Stock (the “Base Preferred Shares”); provided, that if the Preliminary Closing Adjustment (as defined in the Acquisition Agreement) is positive the Company shall also issue, and the Purchasers shall purchase, severally and
not jointly, a number of additional shares of Preferred Stock equal to the amount of such Preliminary Closing Adjustment divided by $1,000 and rounded upward to the nearest whole 

  

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share (the “Additional Preferred Shares”, and together with the Base Preferred Shares, the “Preferred Shares”), allocated as set forth on
Schedule 2.01. 
  
 (b) Common Shares. The Company
shall issue the shares of Common Stock, in the respective amounts as set forth on Schedule 2.01 (the “Common Shares”). The Common Shares and the Preferred Shares shall be issued for an aggregate combined Purchase Price equal to the
sum of (i) $107,000,000 plus, (ii) the product of $1,000 multiplied by the number of Additional Preferred Shares issued at Closing (such sum referred to as the “Equity Purchase Price”). 
  
 (c) Bridge Notes. If the Company does not have available on the
Closing Date debt financing (the “Senior Credit Facility”) in an amount sufficient, together with the Equity Purchase Price, to pay the Purchase Price (as defined in the Acquisition Agreement as in effect on the date hereof) and all
closing costs payable by the Company at Closing (the “Closing Costs”), then the Purchasers, severally and not jointly, shall purchase senior bridge promissory notes (the “Bridge Notes” and, together with the Preferred Shares and
the Common Shares, the “Purchased Securities”) in the form attached hereto as Exhibit A, in an aggregate amount not to exceed the lesser of (i) an amount equal to (A) the Purchase Price plus the Closing Costs minus (B)
the Equity Purchase Price plus the amount of the Senior Credit Facility, if any, funded at Closing and (ii) $30,000,000, in either case allocated as set forth on Schedule 2.01. The purchase price paid for each Bridge Note shall be 100% of the
original principal amount thereof. 
  
 2.02 Redemption
Premium. The Company and each Investor acknowledge that under the regulations of the United States Department of Treasury, the issuance of the Preferred Shares and the Common Shares for an aggregate, combined purchase price will result in the
creation of a “redemption premium” on the Preferred Shares equal to the value of the Common Shares. After taking into account all relevant factors (including the fact that no public market for the Common Stock currently exists, the general
condition of the financial markets at this time, the liquidation preferences of senior securities of the Company, the nature of the rights provided for in the Certificate of Incorporation and all other matters concerning the transactions
contemplated by this Agreement), the Company and each Investor agree that the aggregate redemption premium on the Preferred Shares (i.e., the aggregate value of the Common Shares) is $79,468. The parties acknowledge that this amount will be
within the range to cause the redemption premium on the Preferred Shares to be “de minimis” within the meaning of Code section 305(c)(1). The redemption premium will be allocated pro rata among the Preferred Shares. Neither the
Company nor any Investor will take any position for United States federal income tax purposes that is inconsistent with the provisions of this Section 2.02. 
  
 2.03 Closing. Subject to the terms and conditions of this Agreement, the issuance and purchase of the Purchased Securities shall take place at the
closing (the “Closing”) to be held at the offices of Dewey Ballantine LLP, New York, New York, at 10:00 a.m., on the Closing Date as defined in the Acquisition Agreement, or at such other time and place as the Company and the Purchasers
may agree in writing (the “Closing Date”). At the Closing: 
  
 (a) the Company shall deliver to each Purchaser the certificates representing its Purchased Securities against delivery to the Company by such Purchaser of the purchase price 

  

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therefor by wire transfer of immediately available funds to an account specified by the Company in writing prior to the Closing, or by another means
acceptable to the Company; 
  
 (b) the Company shall deliver to
each Purchaser a certificate (the “Financing Certificate”) dated as of the Closing Date from an officer of the Company, stating either that (i) despite the Company’s efforts as required under Section 6.01, the Company was unable to
obtain a Senior Credit Facility or (ii) the Company will receive the proceeds of a Senior Credit Facility at Closing and, in such event, attached thereto shall be copies of all of the Senior Loan Documents, as approved by the Board of Directors of
the Company; and 
  
 (c) the Company and each Investor shall
execute and deliver the respective Transaction Documents to which they are a party. 
  
 ARTICLE III 
  
 CONDITIONS TO THE
OBLIGATION 
 OF THE PURCHASERS TO EFFECT THE CLOSING 
  
 The obligation of each Purchaser to purchase the Purchased Securities, to pay the purchase price therefor at the Closing and
to perform any obligations hereunder shall be subject to the satisfaction of the following conditions on or before the Closing Date: 
  
 3.01 Purchase Permitted by Applicable Laws. The acquisition of and payment for the Purchased Securities to be acquired by such Purchaser hereunder
and the consummation of the transactions contemplated hereby (a) shall not be prohibited by any Requirement of Law and (b) shall not subject such Purchaser to any penalty or, in its reasonable judgment, other onerous condition under or pursuant to
any Requirement of Law. Each Purchaser hereby represents that the conditions set forth in this Section 3.01 would be satisfied if the Closing were to occur on the date hereof and all required approvals (including the approval of each Form A filing
to be made in accordance with the provisions of the Acquisition Agreement and this Agreement) relating to the Acquisition were obtained. 
  
 3.02 Conditions to Acquisition. All conditions precedent to the obligations of the Company and Acquisition Sub under the Acquisition Agreement, as
in effect on the date hereof, shall be satisfied without any waiver by the Company or Acquisition Sub and concurrently with (or immediately after) the Closing, the Company shall acquire good title to the Shares (as set forth in the Acquisition
Agreement). 
  
 ARTICLE IV 
  
 REPRESENTATIONS AND 
 WARRANTIES OF THE COMPANY 
  
 The Company hereby represents and warrants to each Purchaser as follows as of the date hereof and as of the Closing Date: 
  
 4.01 Corporate Existence and Power. The Company and each of its
Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) has all requisite corporate power and authority to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is currently, or is currently proposed to be, engaged and (c) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and each other
Transaction Document to which it is or will be a party. 
  

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 4.02 Corporate Authorization; No Contravention. The execution, delivery and performance by the
Company of this Agreement and by the Company and each of its Subsidiaries of each other Transaction Document to which it is or will be a party and the transactions contemplated hereby and thereby, including without limitation the issuance by the
Company of the Purchased Securities, (a) have been, or in the case of the Senior Loan Documents will be, duly authorized by all necessary corporate, and if required, stockholder action, of the Company and each of its Subsidiaries (b) do not
contravene the terms of the Company Charter Documents or the organizational documents of any Subsidiary and (c) will not violate, conflict with or result in any breach or contravention of or the creation of any Lien (other than Liens created under
the Senior Loan Documents) under, any Contractual Obligation of the Company or any of its Subsidiaries, or any Requirement of Law applicable to the Company or any of its Subsidiaries. 
  
 4.03 Governmental Authorization; Third Party Consents. Except as contemplated by the Transaction Documents and except
to the extent previously and duly obtained or made and in full force and effect, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect
of any Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by the Company or any of its Subsidiaries or enforcement against such Person
of this Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby or thereby. 
  
 4.04 Binding Effect. This Agreement and the other Transaction Documents to which the Company and any of its Subsidiaries is or will be a party
will, upon the due execution and delivery thereof by the Company and such Subsidiary, constitute the legal, valid and binding obligation of the Company and such Subsidiary enforceable against the Company or such Subsidiary in accordance with their
respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity
relating to enforceability. 
  
 4.05 Litigation. There are
no legal actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company or any of its Subsidiaries, threatened, at law, in equity, in arbitration or before any Governmental Authority against or affecting the Company or
any of its Subsidiaries which affects the legality, validity or enforceability of this Agreement or which seeks to obtain damages or obtain relief as a result of, the transactions contemplated by the Transaction Documents. No injunction, writ,
temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or 

  

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restrain the execution, delivery or performance of this Agreement or any of the other Transaction Documents. 
  
 4.06 No Activities. Neither the Company nor any of its Subsidiaries
(a) has conducted any business other than the negotiation of the Acquisition and the financing thereof (including, without limitation, the negotiation of each of the Transaction Documents) or (b) has any material rights, liabilities or obligations
except as set forth herein and in the Acquisition Agreement or in any of the other Transaction Documents. 
  
 4.07 Disclosure. To the Company’s knowledge, this Agreement and the documents and certificates furnished to the Purchasers by the Company on
or prior to the Closing do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not
misleading. 
  
 4.08 Investment Company/Government
Regulations. Neither the Company nor any Person controlling, controlled by or under common control with the Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Company
nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, or any federal or state statute or regulation limiting its ability to incur Indebtedness. Neither the Company nor any of its
Subsidiaries is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulations G
and U of the Board of Governors of the Federal Reserve System). No part of the proceeds of the transaction contemplated hereby will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent
with, the provisions of the regulations of such Board of Governors. 
  
 4.09 Capitalization. 
  
 (a) Ownership Prior to
Closing. The authorized Capital Stock of the Company immediately prior to the Closing consists solely of (i) 2,000,000 shares of Common Stock of which (A) 1,750,000 shares will be designated Class A Common Stock, of which 75,591 shares are
issued and outstanding as of the date hereof and (B) 250,000 shares are designated Class B Common Stock, none of which are outstanding on the date hereof, and (ii) 118,500 shares of Series A Preferred Stock, of which 1,500 shares are issued and
outstanding on the date hereof, in each case owned beneficially and of record by the Persons in the respective amounts set forth on Schedule 4.09(a). 
  
 (b) Options. (i) There are no outstanding subscriptions, warrants, options, calls, commitments or other rights or agreements to which the Company
or any other Person is bound or entitled to the benefit of relating to the issuance, sale, redemption, transfer or voting of any Capital Stock of the Company, (ii) no shares of Capital Stock of the Company are reserved for any purpose and (iii)
except as set forth in the Investor Rights Agreement, no Person has any right or entitlement to any equity securities of the Company (including as the result of any Preemptive Rights). 
  

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 (c) Ownership Subsequent to Closing. Immediately after the Closing, the authorized capital stock
of the Company shall consist solely of: 
  
 (i)
2,000,000 shares of Common Stock, of which (A) 1,750,000 shares will be designated Class A Common Stock, of which (i) 678,561 shares will be issued and outstanding as of the Closing Date, owned of record by the Persons in the respective amounts set
forth on Schedule 4.09 and (ii) no more than 80,000 shares will be reserved for issuance upon exercise of the Options to be issued pursuant to an equity incentive plan to be approved by the board of directors of the Company and (B) 250,000
shares will be designated Class B Common Stock, of which 241,436 will be issued and outstanding as of the Closing Date owned of record by the Purchasers in the respective amounts set forth on Schedule 4.09(c); and 
  
 (ii) 118,500 shares of Series A Preferred Stock, plus the
number of Additional Preferred Shares issued hereunder, the number of which that will be issued and outstanding immediately after the Closing will be equal to the number of Preferred Shares issued hereunder plus 1,500, all of which will be
owned immediately after the Closing of record by the Persons in the respective amounts set forth on Schedule 4.09(c). 
  
 (d) Validity. Each of the Purchased Securities, upon issuance thereof in accordance with the terms of this Agreement, (i) will have been duly
authorized and validly issued, will be fully paid and nonassessable and, other than as set forth in the Investor Rights Agreement, will not be subject to call and (ii) will not have been issued in violation of, and will not be subject to, any
Preemptive Rights. 
  
 (e) Ownership of Acquisition Sub.
The authorized Capital Stock of the Acquisition Sub immediately prior to Closing consists solely of 1,000 shares of Common Stock of which 1,000 shares are issued and outstanding on the Closing Date owned beneficially and of record by the Company.
There are no outstanding subscriptions, warrants, options, calls, commitments or other rights or agreements to which the Acquisition Sub, the Company or any other Person is bound or entitled to the benefit of relating to the issuance, sale,
redemption, transfer or voting of any Capital Stock of the Acquisition Sub, no shares of Capital Stock of the Acquisition Sub are reserved for any purpose and no Person has any right or entitlement to any equity securities of the Acquisition Sub
(including as the result of any Preemptive Rights). 
  
 4.10
Private Offering. No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Purchased Securities. Assuming the truth of the representations made in
Article V, no registration of the Purchased Securities pursuant to the provisions of the Securities Act or any state securities or “blue sky” laws will be required by the offer, sale or issuance of the Purchased Securities. 
  
 4.11 Broker’s, Finder’s or Similar Fees. Except for fees
payable by the Company to Wand Management Services in the amount of $500,000, there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions 

  

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contemplated hereby or any other Transaction Document to which the Company is a party, based on any agreement, arrangement or understanding with the Company
or any action taken by the Company. 
  
 4.12 Acquisition
Documents. The Company has delivered to the Purchasers true, complete and correct copies of the Acquisition Agreement and the other Acquisition Documents, together with all amendments and modifications thereto. Such documents (including the
schedules and exhibits thereto) comprise a full and complete copy of all agreements between the parties thereto with respect to the subject matter thereof and all transactions related thereto, and there are no agreements or understandings, oral or
written, or side agreements not contained therein that relate to or modify the substance thereof. 
  
 4.13 Senior Loan Documents. The copies of the Senior Loan Documents, if any, attached to the Financing Certificate are true, complete and correct
copies of the Senior Loan Documents together with all amendments and modifications thereto. Such documents (including the schedules and exhibits thereto) comprise a full and complete copy of all agreements between the parties thereto with respect to
the subject matter thereof and all transactions related thereto, and there are no agreements or understandings, oral or written, or side agreements not contained therein that relate to or modify the substance thereof. 
  
 ARTICLE V 
  
 REPRESENTATIONS AND 
 WARRANTIES OF THE INVESTORS 
  
 Each Investor, severally and not jointly, hereby represents and warrants as follows as to itself only and not as to any other Investor, as of the date hereof and as of the Closing Date: 
  
 5.01 Authorization; No Contravention. The execution, delivery and
performance by such Investor of this Agreement and each other Transaction Document to which it is or will be a party (a) is within such Investor’s power and authority and has been duly authorized by all necessary action, (b) does not contravene
the terms of such Investor’s organizational documents or any amendment thereof and (c) will not violate, conflict with or result in any breach or contravention of any Contractual Obligation of such Investor, or any Requirement of Law applicable
to such Investor. 
  
 5.02 Binding Effect. This Agreement
and each other Transaction Document to which it is or will be a party has been duly executed and delivered by such Investor, and this Agreement constitutes the legal, valid and binding obligation of such Investor enforceable against it in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general
equitable principles relating to enforceability. 
  

 11 









 5.03 Accredited Investor; Purchase for Own Account. Such Investor is an “accredited
investor” within the meaning of Regulation D under the Securities Act. The Purchased Securities are being or will be acquired for its own account for investment purposes only and with no intention of distributing or reselling such securities or
any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of any state, without prejudice, however, to the rights of such Investor at all times to sell or otherwise dispose of all or any part of the
Purchased Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. If such Investor should in the future decide to dispose of the Purchased
Securities, such Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. 
  
 5.04 Broker’s, Finder’s or Similar Fees. Except for fees payable by the Company to Wand Management Services
in the amount of $500,000, there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby, or by any other Transaction Document to which such Investor is a party,
based on any agreement, arrangement or understanding with such Investor or any action taken by such Investor. 
  
 5.05 Governmental Authorization; Third Party Consent. Except as contemplated by the Transaction Documents, no approval, consent, compliance,
exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person in respect of any Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is necessary or required in
connection with the execution, delivery or performance by such Investor or enforcement against such Investor of this Agreement and each other Transaction Document to which it is or will be a party or the transactions contemplated hereby or thereby.

  
 5.06 Independent Investor. Such Investor has
independently (a) evaluated the Company, its Subsidiaries, the Acquisition, the Subject Companies and each of the transactions contemplated by or referred to herein, (b) reviewed this Agreement and the Transaction Documents and the transactions
contemplated hereby and thereby and (c) made its own investment decision with respect to such transactions, in each case without reliance on any other Investor. Such Investor has received all the information it considers necessary or appropriate for
deciding whether to purchase the Purchased Securities. Each Investor understands that it shall be responsible for its own investment risk arising as a result of the transactions contemplated by this Agreement and the Transaction Documents (except
with respect to its indemnity and other rights against the Company as set forth herein and therein). 
  
 ARTICLE VI 
  
 COVENANTS PRIOR TO CLOSING 
  
 6.01
Commercially Reasonable Efforts. The Company will use its commercially reasonable efforts to take all actions necessary, proper or advisable in order to perform the transactions contemplated hereby (including satisfaction, but not
waiver, of the closing conditions set forth in Article III) and to obtain a Senior Credit Facility; provided, that the 

  

 12 









 
Company shall not make a Form A filing (or other insurance regulatory filing relating to the transactions contemplated hereby and by the Acquisition
Documents) without providing counsel to the Purchasers an opportunity to review and approve such filing (which approval shall not be unreasonably withheld or delayed). Each of the Investors will use all commercially reasonable efforts to (a) take
all actions necessary, proper or advisable to perform its respective obligations hereunder and (b) assist and co-operate with the Company in connection with all filings contemplated in the preceding sentence. Without limitation of the foregoing,
upon the written direction of the Purchasers stating that all conditions precedent in Article III have been satisfied or waived by each Purchaser (which shall be promptly delivered upon such satisfaction or waiver), the Company, each Purchaser and
each of the Wand Principals shall perform all actions to be performed at the Closing and at the closing referred to in the Acquisition Agreement. 
  
 6.02 Company and Wand Exclusivity. Until October 15, 2003, none of the Wand Principals, the Company or its Subsidiaries will, and each of them will
cause its Affiliates and representatives (including any director, officer, employee, agent, consultant, advisor or other representative, including legal counsel, accountants and financial advisors) not to, directly or indirectly: (a) solicit,
initiate or encourage any inquiry, proposal, offer or contact from any entity or person (other than the Purchasers) relating to (i) any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization,
redemption, financing, sale of a substantial amount of assets or similar transaction involving either Seller or their respective Affiliates or (ii) any transaction involving the sale of any direct or indirect equity-linked interest in the Company or
otherwise relating to any transaction described in clause (i) (the transactions in this clause (a) are collectively referred to as a “Competitive Transaction”); or (b) participate in any discussion or negotiation regarding, furnish any
information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any entity or person (other than the Purchasers) to do or seek any Competitive Transaction. If any entity or person makes any inquiry,
proposal, offer or contact with respect to any Competitive Transaction described above, the Company or the Wand Principal receiving such inquiry, proposal, offer or contact will immediately notify each Purchaser in writing of such incident and all
related details. 
  
 6.03 Purchaser Exclusivity. Prior to
January 1, 2004 none of the Purchasers will pursue (a) unless approved in writing by the Wand Principals, the Acquisition or any related or similar transaction involving either Seller or (b) unless approved in writing by each other Purchaser, an
equity financing of the Company (or any of its Subsidiaries) or any Affiliate of the Wand Principals in connection with the Acquisition, in each case outside the terms and conditions described herein. 
  
 6.04 Limitation on Actions. Unless otherwise consented to by the
Required Purchasers, prior to the Closing Date, the Company will not, and will not permit any of its Subsidiaries to, take any actions or conduct any businesses other than in connection with the consummation of the Acquisition and the negotiation
and consummation of the financing thereof (including, without limitation, the negotiation of each of the Transaction Documents which are not executed as of the date hereof). 
  

 13 









 6.05 Notice of Developments. The Company will promptly, and in any event within three Business
Days (a) deliver to the Purchasers copies of any notice that it receives pursuant to any Acquisition Document and (b) notify the Purchasers of any fact or condition developing after the date hereof that would (i) constitute a breach of any
representation or warranty of the Company in this Agreement if such representation or warranty were made on the date of the occurrence or discovery of such fact or condition or (ii) be reasonably likely to result in the conditions precedent set
forth herein or in the Acquisition Agreement not being satisfied. 
  
 ARTICLE VII 
  
 MISCELLANEOUS 
  
 7.01 Survival of Representations and Warranties. All of the
representations and warranties made herein shall survive the execution and delivery of this Agreement, any investigation by or on behalf of the Purchasers, acceptance of the Purchased Securities and payment therefor, or termination of this
Agreement. 
  
 7.02 Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopy, overnight courier service or personal delivery: 
  

	 	(a)	if to the Company: 

  
 RTXA, Inc. 
 c/o Wand Partners Inc. 
 630 Fifth Avenue 
 Suite 2435 
 New York, New York 10111 

			
	 Attn:
	  	Bruce W. Schnitzer
	Telephone No.:	  	(212) 632-3795
	 Fax  No.:
	  	(212) 307-5599
		
	With a copy to:	  	 
	Skadden, Arps, Slate, Meagher & Flom LLP
	1440 New York Avenue, NW
	Washington, DC 20005
	Attn:	  	Michael P. Rogan, Esq.
	Telephone No.:	  	202-371-7000
	Fax No.:	  	202-393-5760

  

	 	(b)	if to any Investor, to the respective address set forth on Schedule 7.02 hereto. 

  
 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial 

  

 14 









 
overnight courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if
telecopied. 
  
 7.03 Assignments. The Company shall not
assign its rights or obligations hereunder or under any of the other Transaction Documents without the prior consent of the Required Purchasers. Subject to the provisions of the Investor Rights Agreement, each Holder may assign all or a portion of
its interests, rights and obligations under this Agreement to any Person to which it transfers any Purchased Securities. 
  
 7.04 Amendments, Determinations, Requests or Consents. Any amendment, supplement or modification of or to any provision of this Agreement, any
waiver of any provision of this Agreement, and any consent to any departure by the Company from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company, and the Required
Purchasers in accordance with this Section and (ii) only in the specific instance and for the specific purpose for which made or given; provided, that: 
  

(a) no amendment or modification shall be made to increase or decrease the allotment of Purchased Securities to any Purchaser, as set forth on
Schedule 2.01, unless approved in writing by that Purchaser; 
  
 (b) no amendment, modification or waiver of any provision of this Agreement that adversely affects the rights of one Investor in a manner materially different from any other Investor shall be effective against such adversely affected
Investor unless approved in writing by that Investor; 
  
 (c) no
Holder shall have the right to give any consent hereunder if such Holder has acquired any Purchased Security in violation of the provisions of the Investor Rights Agreement; and 
  
 (d) if any such amendment, supplement, modification, waiver or consent will adversely affect the Sellers, then the
Sellers’ consent is required and the Sellers shall be provided with prior written notice and, in any event, a copy of any amendment, supplement, modification, waiver or consent shall be provided to the Sellers. 
  
 7.05 Remedies Cumulative. No failure or delay on the part of the
Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. Except as expressly set forth herein, the remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law, in equity or otherwise.

  
 7.06 Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  

 15 









 7.07 Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 
  
 7.08
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE. 
  
 7.09 Specific Performance; Arbitration; Limitation on Damages.

  
 (a) Each Investor and the Company acknowledge and agree that
in the event of any breach of this Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages, and therefore each Investor and the Company hereby waive the defense in any action for
specific performance or injunctive relief that a remedy at law would be adequate. Each Investor and the Company further agree that each Investor, in addition to any other remedy to which such Investor or the Company may be entitled at law or in
equity, shall be entitled to compel specific performance of this Agreement and to obtain injunctive relief in any action instituted in a court of proper jurisdiction. 
  
 (b) Except as provided in Section 7.09(a), any dispute among the parties hereto shall, on demand of any party to such
dispute, be submitted to binding arbitration in New York, New York, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three impartial arbitrators selected in accordance with such
Rules, and judgement upon the award of the arbitrators may be entered in any court of competent jurisdiction. In rendering their award, the arbitrators shall enforce this Agreement in accordance with its terms and in accordance with applicable law,
and shall assess the costs of such arbitration as they deem just and equitable in light of their determination of the issues being arbitrated. 
  
 (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY INVESTOR BE LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR PERSON WITH RESPECT
TO CLAIMS ARISING HEREUNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS, EVEN IF SUCH INVESTOR HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, NO
INVESTOR SHALL HAVE ANY LIABILITY WITH RESPECT TO CLAIMS ARISING HEREUNDER FOR ANY AMOUNT IN EXCESS OF ITS AGGREGATE COMMITMENT TO PURCHASE PURCHASED SECURITIES AS SET FORTH ON SCHEDULE 2.01. 
  
 (d) In no event shall any Investor that has tendered all amounts payable by
it under Section 2.01 have any liability to any Person arising out of the failure of any other Investor to perform its obligations hereunder. 
  
 7.10 Severability If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and 

  

 16 









 
of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof. 
  
 7.11 Rules
of Construction. Unless the context otherwise requires, “or” is not exclusive, and references to sections or subsections refer to sections or subsections of this Agreement. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require. 
  
 7.12 Entire Agreement. This Agreement, together with the exhibits and schedules hereto and the other Transaction Documents, is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or
referred to herein or therein. This Agreement, together with the exhibits hereto, and the other Transaction Documents supersede all prior agreements and understandings between the parties with respect to such subject matter. 
  
 7.13 Certain Expenses. The Company shall pay or reimburse (a) each
Investor for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated thereby; (b) each Holder for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses for one counsel to the Required
Purchasers) in connection with any amendment, modification or waiver of any of the terms of this Agreement or any Transaction Document; (c) each Holder for all costs and expenses of such Holder (including, without limitation, reasonable
attorney’s fees and expenses) in connection with (i) any enforcement proceedings resulting herefrom and (ii) the enforcement of this Section 7.13; and (d) each Holder for transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in respect of this Agreement or the Transaction Documents or any other document referred to herein or therein. 
  
 7.14 Publicity. Except as may be required by applicable law, none of the parties hereto shall issue a publicity
release or announcement or otherwise make any public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto (which approval will not be unreasonably withheld). If any
announcement is required by law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.
Notwithstanding the foregoing, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax
structure of the transactions contemplated herein; provided, however, that no party (nor any employee, representative or other agent thereof) may disclose any other information that is not relevant to understanding the tax treatment
and tax structure of the transactions contemplated herein (including the identity of any party and any 

  

 17 









 
information that could lead another to determine the identity of any party), or any information to the extent that such disclosure could result in a
violation of any federal or state securities law. 
  
 7.15
Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making
any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 
  
 7.16 Sellers as Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing herein, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that the Sellers shall have
rights as third-party beneficiaries of the Purchasers’, several and not joint, agreement to Purchase the Purchased Securities at the Closing on the terms and subject to the conditions and limitations set forth herein. Each Purchaser
acknowledges such rights shall be enforceable by the Sellers in the stead of the Company, subject to the conditions and limitations set forth herein, including without limitation the provisions of Section 7.09; provided, that the Sellers
shall not have the right to commence any enforcement action against any Purchaser until ten (10) Business Days after the date on which the conditions set forth in Article III have been satisfied. 
  

 18 









 IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed as of the date first
above written. 
  

			
	RTXA, INC.
		
	By:	 	/s/    BRUCE W.
SCHNITZER        
	 Name:
	 	Bruce W. Schnitzer
	 Title:
	 	Chairman


  
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	BANCAMERICA CAPITAL INVESTORS
	SBIC I, L.P.
		
	By:	 	BANCAMERICA CAPITAL MANAGEMENT
	 	 	SBIC I, LLC, its General Partner
		
	By:	 	BANCAMERICA CAPITAL MANAGEMENT I,
	 	 	L.P., its sole member
		
	By:	 	BACM I, GP, LLC, its General Partner
		
	By:	 	/s/    ROBERT H.
SHERIDAN        
	 Name:
	 	 
	 Title:
	 	 


  
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	GREENHILL CAPITAL PARTNERS, L.P.
		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member


  

			
	GREENHILL CAPITAL PARTNERS
	(CAYMAN), L.P.
		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member


  

			
	GREENHILL CAPITAL PARTNERS
	(EXECUTIVE), L.P.
		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member


  

			
	GREENHILL CAPITAL, L.P.
		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member


  
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	BRAZOS EQUITY FUND 2000, L.P.
		
	By:	 	BRAZOS INVESTMENT PARTNERS, LLC,
	 	 	its General Partner
		
	By:	 	/s/    PATRICK K.
MCGEE        
	 Name:
	 	Patrick K. McGee
	 Title:
	 	Authorized Officer


  
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	NORWEST EQUITY PARTNERS VI, LP
		
	By:	 	ITASCA LBO PARTNERS VI, LLP, its General
	 	 	Partner
		
	By:	 	/s/    TIMOTHY C.
DEVRIES        
	 Name:
	 	Timothy C. DeVries
	 Title:
	 	Partner


  

			
	NORWEST EQUITY PARTNERS VII, LP
		
	By:	 	ITASCA LBO PARTNERS VII, LLP, its General
	 	 	Partner
		
	By:	 	/s/    TIMOTHY C.
DEVRIES        
	 Name:
	 	Timothy C. DeVries
	 Title:
	 	Partner


  
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	21ST CENTURY GROUP EQUITY FUND,
L.P.
		
	By:	 	21st CENTURY GP, L.L.C., its General
Partner
		
	By:	 	/s/    JOHN WARE        
	 Name:
	 	John Ware
	 Title:
	 	President


  

			
	21ST CENTURY GROUP COINVESTORS I,
L.P.
		
	By:	 	21st CENTURY GP, L.L.C., its General
Partner
		
	By:	 	/s/    JOHN WARE        
	 Name:
	 	John Ware
	 Title:
	 	President


  
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	/s/    BRUCE W.
SCHNITZER        
	Bruce W. Schnitzer


  

	
	
	/s/    JOHN S. STRUCK        
	John S. Struck


  

	
	
	/s/    PATRICK
MCLAUGHLIN        
	Patrick McLaughlin


  
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	/s/    BRUCE R. MILLIGAN        
	Bruce R. Milligan


  

	
	
	/s/    MARTIN B.
CUMMINGS        
	Martin B. Cummings


  

	
	
	/s/    STEPHEN W. MUDD        
	Stephen W. Mudd


  

 [Securities Purchase Agreement] 









  
 RTXA, INC. 

Schedule 2.01 to Securities Purchase Agreement 
  

																					
	 	  	 	 	 	Series A Preferred Stock

	 	 	Bridge Notes

	 	 	Common Shares


	 Stockholder

	  	 	 	 	Base
Preferred
Shares

	  	% of
Additional
Preferred
Shares to
be
Purchased

	 	 	Maximum
Purchase Amount

	  	% of
Bridge
Notes to
be
Purchased

	 	 	Class A

	  	Class B

	  	Total


	 PRINCIPAL STOCKHOLDERS
	  	 	 	 	 	  	 	 	 	 	 	  	 	 	 	 	  	 	  	 
	 BancAmerica Capital Investors SBIC I, L.P.
	  	 	 	 	40,000	  	37.38	%	 	$	11,214,953.27	  	37.38	%	 	57,034	  	241,436	  	298,470
									
	 Greenhill Capital Partners, L.P.
	  	61.53	%	 	24,613	  	23.00	%	 	$	6,900,841.12	  	23.00	%	 	183,660	  	—  	  	183,660
	 Greenhill Capital Partners (Cayman), L.P.
	  	8.97	%	 	3,587	  	3.35	%	 	$	1,005,700.93	  	3.35	%	 	26,763	  	—  	  	26,763
	 Greenhill Capital Partners (Executive), L.P.
	  	9.66	%	 	3,864	  	3.61	%	 	$	1,083,364.49	  	3.61	%	 	28,834	  	—  	  	28,834
	 Greenhill Capital, L.P.
	  	19.84	%	 	7,936	  	7.42	%	 	$	2,225,046.73	  	7.42	%	 	59,214	  	—  	  	59,214
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 Total Greenhill
	  	 	 	 	40,000	  	37.38	%	 	$	11,214,953.27	  	37.38	%	 	298,471	  	—  	  	298,471
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 Brazos Equity Fund 2000, L.P.
	  	 	 	 	15,000	  	14.02	%	 	$	4,205,607.48	  	14.02	%	 	111,926	  	—  	  	111,926
									
	 21st Century Group Equity Fund, L.P.
	  	93.86	%	 	6,101	  	5.70	%	 	$	1,710,560.75	  	5.70	%	 	45,521	  	—  	  	45,521
	 21st Century Group Coinvestors I, L.P.
	  	6.14	%	 	399	  	0.37	%	 	$	111,869.16	  	0.37	%	 	2,980	  	—  	  	2,980
	 Total 21st Century
	  	 	 	 	6,500	  	6.07	%	 	$	1,822,429.91	  	6.07	%	 	48,501	  	—  	  	48,501
									
	 Norwest Equity Partners VI, LP
	  	33.33	%	 	1,667	  	1.56	%	 	$	467,383.18	  	1.56	%	 	12,436	  	—  	  	12,436
	 Norwest Equity Partners VII, LP
	  	66.67	%	 	3,333	  	3.11	%	 	$	934,485.98	  	3.11	%	 	24,872	  	—  	  	24,872
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 Total Norwest
	  	 	 	 	5,000	  	4.67	%	 	$	1,401,869.16	  	4.67	%	 	37,308	  	—  	  	37,308
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 TOTAL PRINCIPAL STOCKHOLDERS
	  	 	 	 	106,500	  	99.53	%	 	$	29,859,813.08	  	99.53	%	 	553,240	  	241,436	  	794,676
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 WAND PRINCIPALS
	  	 	 	 	 	  	 	 	 	 	 	  	 	 	 	 	  	 	  	 
	 Bruce W. Schnitzer
	  	 	 	 	—  	  	0.26	%	 	$	78,504.67	  	0.26	%	 	—  	  	—  	  	—  
	 John S. Struck
	  	 	 	 	—  	  	0.11	%	 	$	33,644.86	  	0.11	%	 	—  	  	—  	  	—  
	 Patrick McLaughlin
	  	 	 	 	—  	  	0.09	%	 	$	28,037.38	  	0.09	%	 	—  	  	—  	  	—  
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 TOTAL WAND PRINCIPALS
	  	 	 	 	—  	  	0.47	%	 	$	140,186.92	  	0.47	%	 	—  	  	—  	  	—  
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 MANAGEMENT
	  	 	 	 	 	  	 	 	 	 	 	  	 	 	 	 	  	 	  	 
	 Bruce Milligan
	  	 	 	 	300	  	0.00	%	 	 	—  	  	0.00	%	 	29,838	  	—  	  	29,838
	 Martin Cummings
	  	 	 	 	100	  	0.00	%	 	 	—  	  	0.00	%	 	9,946	  	—  	  	9,946
	 Steve Mudd
	  	 	 	 	100	  	0.00	%	 	 	—  	  	0.00	%	 	9,946	  	—  	  	9,946
	 TOTAL MANAGEMENT
	  	 	 	 	500	  	0.00	%	 	 	—  	  	0.00	%	 	49,730	  	—  	  	49,730
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 TOTAL
	  	 	 	 	107,000	  	100.00	%	 	$	30,000,000.00	  	100.00	%	 	602,970	  	241,436	  	844,406
	 	  	 	 	 	
	  	
	
	 	
	
	  	
	
	 	
	  	
	  	

	 	  	 	 	 	500	  	 	 	 	$	30,000,000	  	 	 	 	 	  	 	  	 

  










  
 RTXA, INC. 

SCHEDULE 4.09(a) 
  

											
	 	  	Common Stock

	 	 	Preferred Stock

	 
	 Stockholder

	  	 	  	%

	 	 	 	  	%

	 
	 Bruce W. Schnitzer
	  	42,331	  	56.00	%	 	840	  	56.00	%
	 John S. Struck
	  	18,142	  	24.00	%	 	360	  	24.00	%
	 Patrick McLaughlin
	  	15,118	  	20.00	%	 	300	  	20.00	%
	 	  	—  	  	 	 	 	—  	  	 	 
	 	  	
	  	
	
	 	
	  	
	

	 Total
	  	75,591	  	100.00	%	 	1,500	  	100.00	%
	 	  	
	  	
	
	 	
	  	
	


  










  
 RTXA, INC. 

SCHEDULE 4.09(c) 
 Pro Forma
Capitalization Table 
  

																					
	 	  	 	 	 	Series A Preferred Stock

	  	Common Stock

	 
	 Stockholder

	  	 	 	 	Shares

	  	% of
Series

	 	 	Class A

	  	Class B

	  	Total

	  	Voting
%

	 	 	Fully-
Diluted
%

	 
	 PRINCIPAL STOCKHOLDERS
	  	 	 	 	 	  	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 BancAmerica Capital Investors SBIC I, L.P.
	  	 	 	 	40,000	  	36.87	%	 	57,034	  	241,436	  	298,470	  	8.41	%	 	29.85	%
	 Greenhill Capital Partners, L.P.
	  	61.85	%	 	24,613	  	22.68	%	 	184,598	  	—  	  	184,598	  	27.20	%	 	18.46	%
	 Greenhill Capital Partners (Cayman), L.P.
	  	8.84	%	 	3,587	  	3.31	%	 	26,377	  	—  	  	26,377	  	3.89	%	 	2.64	%
	 Greenhill Capital Partners (Executive), L.P.
	  	9.76	%	 	3,864	  	3.56	%	 	29,136	  	—  	  	29,136	  	4.29	%	 	2.91	%
	 Greenhill Capital, L.P.
	  	19.55	%	 	7,936	  	7.31	%	 	58,360	  	—  	  	58,360	  	8.60	%	 	5.84	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 Total Greenhill
	  	 	 	 	40,000	  	36.87	%	 	298,471	  	—  	  	298,471	  	43.99	%	 	29.85	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 Brazos Equity Fund 2000, L.P.
	  	 	 	 	15,000	  	13.82	%	 	111,926	  	—  	  	111,926	  	16.49	%	 	11.19	%
	 21st Century Group Equity Fund, L.P.
	  	93.86	%	 	6,101	  	5.62	%	 	45,521	  	—  	  	45,521	  	6.71	%	 	4.55	%
	 21st Century Group Coinvestors I, L.P.
	  	6.14	%	 	399	  	0.37	%	 	2,98	  	—  	  	2,980	  	0.44	%	 	0.30	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 Total 21st Century
	  	 	 	 	6,500	  	5.99	%	 	48,501	  	—  	  	48,501	  	7.15	%	 	4.85	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 Norwest Equity Partners VI, LP
	  	33.33	%	 	1,667	  	1.54	%	 	12,436	  	—  	  	 	  	1.83	%	 	1.24	%
	 Norwest Equity Partners VII, LP
	  	66.67	%	 	3,333	  	3.07	%	 	24,872	  	—  	  	24,872	  	3.67	%	 	2.49	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 Total Norwest
	  	 	 	 	5,000	  	4.61	%	 	37,308	  	—  	  	37,308	  	5.50	%	 	3.73	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 TOTAL PRINCIPAL STOCKHOLDERS
	  	 	 	 	106,500	  	98.16	%	 	553,240	  	241,436	  	794,676	  	81.53	%	 	79.47	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 WAND PRINCIPALS
	  	 	 	 	 	  	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 Bruce W. Schnitzer
	  	 	 	 	840	  	0.77	%	 	42,331	  	—  	  	42,331	  	6.24	%	 	4.23	%
	 John S. Struck
	  	 	 	 	360	  	0.33	%	 	18,142	  	—  	  	18,142	  	2.67	%	 	1.81	%
	 Patrick McLaughlin
	  	 	 	 	300	  	0.28	%	 	15,118	  	—  	  	15,118	  	2.23	%	 	1.51	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 TOTAL WAND PRINCIPALS
	  	 	 	 	1,500	  	1.38	%	 	75,591	  	—  	  	75,591	  	11.14	%	 	7.56	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 MANAGEMENT
	  	 	 	 	 	  	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 Bruce Milligan
	  	 	 	 	300	  	0.28	%	 	29,838	  	 	  	29,838	  	4.40	%	 	2.98	%
	 Martin Cummings
	  	 	 	 	100	  	0.09	%	 	9,946	  	 	  	9,946	  	1.47	%	 	0.99	%
	 Steve Mudd
	  	 	 	 	100	  	0.09	%	 	9,946	  	 	  	9,946	  	1.47	%	 	0.99	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 TOTAL MANAGEMENT
	  	 	 	 	500	  	0.46	%	 	49,730	  	—  	  	49,730	  	7.33	%	 	4.97	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 TOTAL
	  	 	 	 	108,500	  	100.00	%	 	678,561	  	241,436	  	919,997	  	100.00	%	 	92.00	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	
	
	 	
	

	 OPTION PLAN
	  	 	 	 	—  	  	0.00	%	 	80,000	  	—  	  	80,000	  	 	 	 	8.00	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	 	 	 	
	

	 FULLY DILUTED TOTAL
	  	 	 	 	108,500	  	100	%	 	758,561	  	241,436	  	999,997	  	 	 	 	100.00	%
	 	  	 	 	 	
	  	
	
	 	
	  	
	  	
	  	 	 	 	
	


  










  
 Schedule 7.02

  
 Notice Addresses for Investors 
  
 Banc Of America Capital Investors SBIC I, L.P. 
 Bank of America Corporate Center 
 100 North Tryon St., 25th Floor 
 Charlotte, North Carolina
28255-0001 
 Attn: Robert H. Sheridan III 
 Fax: (704) 386-6432

  
 Greenhill Capital Partners, L.P. 
 Greenhill Capital Partners (Cayman), L.P. 
 Greenhill Capital
Partners (Executive), L.P. 
 Greenhill Capital, L.P. 
 300 Park Ave., 23rd Floor 
 New York, NY 10022 
 Attn: Timothy M. Dwyer 
 Fax: (212) 389-1726 
  
 Brazos Equity Fund
2000, L.P. 
 300 Crescent Court 
 Suite 1740 
 Dallas, TX 75201 
 Attn: Patrick K. McGee 
 Fax: (214) 756-6505 
  
 Norwest Equity Partners VI, LP 
 Norwest Equity Partners VII, LP 
 c/o Norwest Venture Capital Management, Inc. 
 3600 IDS Center 
 Minneapolis, MN55402 
 Attn: Timothy C. DeVries and Stephen B. Soderling

 Fax: (612) 215-1601 
  
 21st Century Group Equity Fund, L.P.

 21st Century
Group Coinvestors I, L.P. 
 200 Crescent Court 
 Suite
1600 
 Dallas, TX 75201 
 Office: (214) 965-7973 
 Attn: John L. Ware 
 Fax: (214) 965-7993 
  










 Bruce W. Schnitzer 
 John S. Struck 
 Patrick McLaughlin 
 c/o
Wand Partners, Inc. 
 630 Fifth Ave, Suite 2435 
 New York, NY
10111 
 Attn: Bruce Schnitzer 
 Fax: (212) 307-5599 

 
 Bruce R. Milligan 
 Martin B. Cummings 
 Stephen W. Mudd 
 c/o Wand Partners, Inc. 
 630 Fifth Ave, Suite 2435 
 New York, NY 10111 
 Attn: Bruce Schnitzer 
 Fax: (212) 307-5599 
  

 [Securities Purchase Agreement] 









 EXECUTION COPY 
  
 FIRST AMENDMENT 
 TO 

SECURITIES PURCHASE AGREEMENT 
  
 This First Amendment (this “Amendment”), dated as of August 29, 2003, is entered into by and among RTXA, INC., a Delaware corporation (the
“Company”), and each of the investors listed on the signature pages hereto (collectively, the “Investors”). 
  
 RECITALS: 
  
 WHEREAS, the parties hereto entered into a Securities Purchase Agreement, dated as of May 9, 2003 (as amended, the “Purchase Agreement”),
pursuant to which certain of the Investors agreed to purchase securities from the Company on the Closing Date (the “Original Securities”) for an amount not less than $107,000,000; 
  
 WHEREAS, the parties herein desire to reduce the amount paid for the Original
Securities to an amount not less than $105,000,000, and to make certain other amendments, certifications and waivers as set forth herein; and 
  
 WHEREAS, the Company has determined that it will not have available the proceeds of a senior credit facility and the Company and the Investors desire to
provide bridge financing to the Company pursuant to the issuance by the Company to the Investors of shares of Series B Preferred Stock (as defined below). 
  
 NOW, THEREFORE, in consideration of the foregoing and the agreements, promises and covenants set forth below, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the
Purchase Agreement. 
  
 2. Amendments to Purchase
Agreement. 
  
 (a) Amendment to Defined
Terms. Section 1.01 is hereby amended by inserting in appropriate alphabetical order, or as applicable, replacing the following definitions: 
  
 “Purchased Securities” means, collectively, the Preferred Shares and the Common Shares purchased hereunder. 

 
 “Series B Preferred Stock” means the
Series B Redeemable Preferred Stock of the Company, as described in the Certificate of Incorporation. 
  










 “Transaction Documents” means collectively, this Agreement, the Investor
Rights Agreement, the Registration Agreement, the Wand Consulting Agreements, the Company Charter Documents, the SBIC Letter and the Acquisition Documents. 
  
 (b) Deletion of Defined Terms. The following defined terms are hereby deleted from the Agreement together with all references
thereto: 
  
 “Preferred Stock”

  
 “Senior Credit Facility”

  
 “Senior Loan Agreement”

  
 “Senior Loan
Documents” 
  
 (c) Amendment
to Section 2.01. Section 2.01 is hereby deleted in its entirety and replaced with the following: 
  
 2.01 Purchase and Sale of Purchased Securities. Subject to the terms and conditions hereof, the Company will issue to the
Purchasers, and each Purchaser, severally and not jointly, will acquire from the Company on the Closing Date the following securities: 
  
 (a) Series A Preferred Stock. The Company shall issue 105,000 shares of Series A Preferred Stock (the “Base Preferred
Shares”) allocated as set forth on Schedule 2.01. 
  
 (b) Common Shares. The Company shall issue shares of Common Stock, in the respective amounts as set forth on Schedule 2.01 (the “Common Shares”). The Common Shares and the Base Preferred Shares
shall be issued for an aggregate combined purchase price of $105,000,000. 
  
 (c) Series B Preferred Stock. The Company shall issue the shares of Series B Preferred Stock (the “Additional Preferred Shares” and, together with the Base Preferred Shares, the “Preferred
Shares”) in the respective amounts as set forth on Schedule 2.01 for a purchase price of $22,000,000. 
  
 (d) Amendment to Schedule 2.01. Schedule 2.01 is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.

  
 (e) Amendment to Section 2.02. Section
2.02 is hereby amended by substituting the defined term “Base Preferred Shares” for all references to the defined term “Preferred Shares” therein. 
  

 2 









 (f) Amendment to Section 4.09. Sections 4.09(a) through 4.09(c) are hereby deleted
in their entirety and replaced with the following: 
  
 4.09 Capitalization. 
  
 (a)
Ownership Prior to Closing. The authorized Capital Stock of the Company immediately prior to the Closing consists solely of (i) 2,000,000 shares of Common Stock of which (A) 1,750,000 shares will be designated Class A Common Stock, of which
75,591 shares are issued and outstanding as of the date hereof and (B) 250,000 shares are designated Class B Common Stock, none of which are outstanding on the date hereof, (ii) 110,000 shares of Series A Preferred Stock, of which 1,500 shares are
issued and outstanding on the date hereof, and (iii) 22,000 shares of Series B Preferred Stock, none of which are outstanding on the date hereof. The outstanding shares of Capital Stock of the Company are owned beneficially and of record by the
Persons in the respective amounts set forth on Schedule 4.09(a). 
  
 (b) Options. (i) There are no outstanding subscriptions, warrants, options, calls, commitments or other rights or agreements to which the Company or any other Person is bound or entitled to the benefit of
relating to the issuance, sale, redemption, transfer or voting of any Capital Stock of the Company (other than the Investor Rights Agreement), (ii) prior to Closing, no shares of Capital Stock of the Company are reserved for any purpose and (iii)
except as set forth in the Investor Rights Agreement, no Person has any right or entitlement to any equity securities of the Company (including as the result of any Preemptive Rights). 
  
 (c) Ownership Subsequent to Closing. Immediately after the Closing, the authorized capital stock of
the Company shall consist solely of: 
  
 (i)
2,000,000 shares of Common Stock, of which (A) 1,750,000 shares will be designated Class A Common Stock, of which (i) 678,561 shares will be issued and outstanding as of the Closing Date, owned of record by the Persons in the respective amounts set
forth on Schedule 4.09(c) and (ii) no more than 80,000 shares will be reserved for issuance upon exercise of the Options to be issued pursuant to an equity incentive plan to be approved by the board of directors of the Company and (B) 250,000
shares will be designated Class B Common Stock, of which 241,436 will be issued and outstanding as of the Closing Date owned of record by the Purchasers in the respective amounts set forth on Schedule 4.09(c); 
  

 3 









 (ii) 110,000 shares of Series A Preferred Stock, 106,500 of which are issued and
outstanding and owned of record by the Persons in the respective amounts set forth on Schedule 4.09(c); and 
  
 (iii) 22,000 shares of Series B Preferred Stock, all of which are issued and outstanding and owned of record by the Persons in the
respective amounts set forth on Schedule 4.09(c). 
  
 (g) Amendment to Schedule 4.09(c). Schedule 4.09(c) is hereby deleted in its entirety and replaced with Schedule 4.09(c) attached hereto. 
  
 (h) Amendment to Section 4.13. Section 4.13 is hereby deleted in its entirety. 
  
 (i) Amendment to Exhibit A. Exhibit A is hereby
deleted in its entirety together with all references thereto. 
  
 3. Closing Fee. The Company hereby agrees to pay a closing fee of $1,000,000 to certain of the Investors, allocated pro rata as set forth on Schedule 2.01 attached hereto. The Company and each Investor acknowledge that such
fee shall not constitute a breach of the representations set forth in Sections 4.11 and 5.04 of the Agreement. 
  
 4. Financing Certification and Waiver. Pursuant to Section 2.03(b) of the Purchase Agreement, the Company hereby certifies that, as of the Closing
Date, it will not receive on the Closing Date any proceeds from a senior credit facility. Each Purchaser hereby waives its right under Section 2.03(b) of the Purchase Agreement to receive a separate Financing Certificate as required by such section.

  
 5. Closing Certification. Upon the effectiveness of
this Amendment, the Company and each Investor hereby reaffirm all representations and warranties made in the Purchase Agreement, and to the extent the same are not amended hereby, agree that all such representations and warranties shall be deemed to
have been remade as of the date of delivery of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall be true and correct
as of such earlier date. Furthermore, the Company hereby represents and warrants that all conditions precedent to the obligations of the Company and Acquisition Sub under the Acquisition Agreement, as in effect on the date hereof, have been
satisfied without any waiver by the Company or Acquisition Sub, and that the Company will acquire good title to the Shares (as set forth in the Acquisition Agreement) as of the Closing. 
  
 6. Additional Representations and Warranties. This Amendment and the Purchase Agreement, as amended hereby,
constitute legal, valid and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their terms. 
  
 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the
principles of conflicts of law of such state. 
  

 4 









 8. No Further Amendment. Except as expressly set forth herein, all other provisions of the
Purchase Agreement shall be unmodified and shall continue in full force and effect. 
  
 9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures may be exchanged
by telecopy, with original signatures to follow. Each party to this Amendment agrees that it will be bound by its own telecopied signature and that it accepts the telecopied signatures of the other parties to this Amendment. 
  
 [SIGNATURE PAGES FOLLOW] 
  

 5 









 IN WITNESS WHEREOF, each party hereto has caused this Amendment to be duly executed as of the date first
above written. 
  

			
	 RTXA, INC.

		
	By:	 	/s/    BRUCE W.
SCHNITZER        
	 Name:
	 	Bruce W. Schnitzer
	 Title:
	 	President


  

			
	ACKNOWLEDGED AND APPROVED:
	
	 REPUBLIC FINANCIAL SERVICES, INC.,
a Texas corporation

		
	By:	 	/s/    LAURA K. HINSON        
	 Name:
	 	Laura K. Hinson
	 Title:
	 	Vice President
	
	 REPUBLIC FINANCIAL SERVICES, INC.,
a Nevada corporation

		
	By:	 	/s/    LAURA K. HINSON        
	 Name:
	 	Laura K. Hinson
	 Title:
	 	Vice President

  
 [Signature Pages
Continue] 
  

 6 










			
	BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.
		
	By:	 	BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC, General Partner
		
	By:	 	BANC OF AMERICA CAPITAL MANAGEMENT, L.P., its sole member
		
	By:	 	BACM I GP, LLC, its General Partner
		
	By:	 	/s/    ROBERT L. EDWARDS,
JR.        
	 Name:
	 	Robert L. Edwards, Jr.
	 Title:
	 	 Authorized Signatory



  
 [Signature Pages
Continue] 
  

 7 










			
	 GREENHILL CAPITAL PARTNERS, L.P.

		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member
	
	 GREENHILL CAPITAL PARTNERS (CAYMAN), L.P.

		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member
	
	 GREENHILL CAPITAL PARTNERS (EXECUTIVE), L.P.

		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member
	
	 GREENHILL CAPITAL, L.P.

		
	By:	 	GCP, LLC, its General Partner
		
	By:	 	/s/    SCOTT L. BOK        
	 Name:
	 	Scott L. Bok
	 Title:
	 	Managing Member


  
 [Signature Pages
Continue] 
  

 8 










			
	 BRAZOS EQUITY FUND 2000, L.P.

		
	By:	 	Brazos Investment Partners, LLC, Its general partner
		
	By:	 	/s/    PATRICK K.
MCGEE        
	 Name:
	 	 
	 Title:
	 	 


  
 [Signature Pages
Continue] 
  

 9 










			
	NORWEST EQUITY PARTNERS VI, LP
		
	By:	 	ITASCA LBO Partners VI, LLP, Its general partner
		
	By:	 	/s/    TIMOTHY C.
DEVRIES        
	 Name:
	 	Timothy C. DeVries
	 Title:
	 	Managing Partner
	
	NORWEST EQUITY PARTNERS VII, LP
		
	By:	 	ITASCA LBO Partners VII, LLP, Its general partner
		
	By:	 	/s/    TIMOTHY C.
DEVRIES        
	 Name:
	 	Timothy C. DeVries
	 Title:
	 	Managing Partner


  
 [Signature Pages
Continue] 
  

 10 










			
	21ST CENTURY GROUP EQUITY FUND,
L.P.
		
	 By:
	 	 21st
Century GP, L.L.C., Its general partner

		
	By:	 	/s/    JOHN WARE        
	 Name:
	 	John Ware
	 Title:
	 	President
	
	21ST CENTURY GROUP COINVESTORS I,
L.P.
		
	By:	 	 21st
Century GP, L.L.C., Its general partner

		
	By:	 	/s/    JOHN WARE        
	 Name:
	 	John Ware
	 Title:
	 	President


  
 [Signature Pages
Continue] 
  

 11 










	
	
	/s/    BRUCE W.
SCHNITZER        
	Bruce W. Schnitzer
	
	/s/    JOHN S. STRUCK        
	John S. Struck
	
	/s/    PATRICK
MCLAUGHLIN        
	Patrick McLaughlin


  
 [Signature Pages
Continue] 
  

 12 










	
	
	/s/    BRUCE R. MILLIGAN        
	Bruce R. Milligan
	
	/s/    MARTIN B.
CUMMINGS        
	Martin B. Cummings
	
	/s/    STEPHEN W. MUDD        
	Stephen W. Mudd


  

 13 









 RTXA, INC. 
 Revised Schedule 2.01 to Securities Purchase Agreement 
  

																										
	 	  	 	 	 	Preferred Stock

	  	Common Stock

	  	Purchase Price

	  	 
	 Stockholder

	  	 	 	 	Series A
Preferred
Shares

	  	Series B
Preferred
Shares

	  	Class A

	  	Class B

	  	Total Shares

	  	Base Purchase
Price

	  	Bridge Purchase
Price

	  	Total Purchase
Price

	  	Closing Fee


	 PRINCIPAL STOCKHOLDERS
	  	 	 	 	 	  	 	  	 	  	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 
	 BancAmerica Capital Investors SBIC I, L.P.
	  	 	 	 	39,252	  	8,223	  	57,034	  	241,436	  	298,470	  	$	39,252,000.00	  	$	8,223,445.39	  	$	47,475,445.39	  	$	373,792.97
											
	 Greenhill Capital Partners, L.P.
	  	61.85	%	 	24,276	  	5,086	  	184,598	  	—  	  	184,598	  	$	24,276,620.34	  	$	5,085,915.63	  	$	29,362,535.97	  	$	231,177.98
	 Greenhill Capital Partners (Cayman), L.P.
	  	8.84	%	 	3,469	  	727	  	26,377	  	—  	  	26,377	  	$	3,468,820.32	  	$	726,768.88	  	$	4,195,589.20	  	$	33,034.95
	 Greenhill Capital Partners (Executive), L.P.
	  	9.76	%	 	3,832	  	803	  	29,136	  	—  	  	29,136	  	$	3,831,639.76	  	$	802,818.78	  	$	4,634,458.54	  	$	36,491.76
	 Greenhill Capital, L.P.
	  	19.55	%	 	7,675	  	1,608	  	58,360	  	—  	  	58,360	  	$	7,674,919.58	  	$	1,607,942.10	  	$	9,282,861.68	  	$	73,088.28
	 Total Greenhill
	  	 	 	 	39,252	  	8,223	  	298,471	  	—  	  	298,471	  	$	39,252,000.00	  	$	8,223,445.39	  	$	47,475,445.39	  	$	373,792.97
											
	 Brazos Equity Fund 2000, L.P.
	  	 	 	 	14,720	  	3,084	  	111,926	  	—  	  	111,926	  	$	14,720,000.00	  	$	3,083,896.77	  	$	17,803,896.77	  	$	140,177.13
											
	 21st Century Group Equity Fund, L.P.
	  	93.86	%	 	5,987	  	1,254	  	45,521	  	—  	  	45,521	  	$	5,987,046.43	  	$	1,254,299.59	  	$	7,241,346.02	  	$	57,013.62
	 21st Century Group Coinvestors I, L.P.
	  	6.14	%	 	392	  	82	  	2,980	  	—  	  	2,980	  	$	391,953.57	  	$	82,125.51	  	$	474,079.08	  	$	3,732.98
	 Total 21st Century
	  	 	 	 	6,379	  	1,336	  	48,501	  	—  	  	48,501	  	$	6,379,000.00	  	$	1,336,425.10	  	$	7,715,425.10	  	$	60,746.60
											
	 Norwest Equity Partners VI, LP
	  	33.33	%	 	1,636	  	343	  	12,436	  	—  	  	12,436	  	$	1,635,666.67	  	$	342,748.31	  	$	1,978,414.98	  	$	15,579.47
	 Norwest Equity Partners VII, LP
	  	66.67	%	 	3,271	  	685	  	24,872	  	—  	  	24,872	  	$	3,271,333.33	  	$	685,287.12	  	$	3,956,620.45	  	$	31,149.41
	 Total Norwest
	  	 	 	 	4,907	  	1,028	  	37,308	  	—  	  	37,308	  	$	4,907,000.00	  	$	1,028,035.43	  	$	5,935,035.43	  	$	46,728.88
											
	 TOTAL PRINCIPAL STOCKHOLDERS
	  	 	 	 	104,510	  	21,895	  	553,240	  	241,436	  	794,676	  	$	104,510,000.00	  	$	21,895,248.07	  	$	126,405,248.07	  	$	995,238.55
											
	 WAND PRINCIPALS
	  	 	 	 	 	  	 	  	 	  	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 
	 Bruce W. Schnitzer
	  	 	 	 	—  	  	59	  	 	  	—  	  	—  	  	$	 —  	  	$	58,661.08	  	$	58,661.08	  	$	2,666.41
	 John S. Struck
	  	 	 	 	—  	  	25	  	 	  	—  	  	—  	  	$	 —  	  	$	25,140.46	  	$	25,140.46	  	$	1,142.75
	 Patrick McLaughlin
	  	 	 	 	—  	  	21	  	 	  	—  	  	—  	  	$	 —  	  	$	20,950.39	  	$	20,950.39	  	$	952.29
	 TOTAL WAND PRINCIPALS
	  	 	 	 	—  	  	105	  	—  	  	—  	  	—  	  	$	 —  	  	$	104,751.93	  	$	104,751.93	  	$	4,761.45
											
	 MANAGEMENT
	  	 	 	 	 	  	—  	  	 	  	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 
	 Bruce Milligan
	  	 	 	 	294	  	—  	  	29,838	  	—  	  	29,838	  	$	294,000.00	  	$	 —  	  	$	294,000.00	  	$	 —  
	 Martin Cummings
	  	 	 	 	98	  	—  	  	9,946	  	—  	  	9,946	  	$	98,000.00	  	$	 —  	  	$	98,000.00	  	$	 —  
	 Steve Mudd
	  	 	 	 	98	  	—  	  	9,946	  	—  	  	9,946	  	$	98,000.00	  	$	 —  	  	$	98,000.00	  	$	 —  
	 TOTAL MANAGEMENT
	  	 	 	 	490	  	—  	  	49,730	  	—  	  	49,730	  	$	490,000.00	  	$	 —  	  	$	490,000.00	  	$	 —  
											
	 TOTAL
	  	 	 	 	105,000	  	22,000	  	602,970	  	241,436	  	844,406	  	$	105,000,000.00	  	$	22,000,000.00	  	$	127,000,000.00	  	$	1,000,000.00

  

 14 









  
 RTXA, INC.

 SCHEDULE 4.09(a) 
  

											
	 	  	Common Stock

	 	 	Preferred Stock

	 
	 Stockholder

	  	
	  	%

	 	 	
	  	%

	 
	 Bruce W. Schnitzer
	  	42,331	  	56.00	%	 	840	  	56.00	%
	 John S. Struck
	  	18,142	  	24.00	%	 	360	  	24.00	%
	 Patrick McLaughlin
	  	15,118	  	20.00	%	 	300	  	20.00	%
	 	  	
	  	
	
	 	
	  	
	

	 Total
	  	75,591	  	100.00	%	 	1,500	  	100.00	%
	 	  	
	  	
	
	 	
	  	
	


  










  
 RTXA, INC.

 SCHEDULE 4.09(c) 
 Pro Forma Capitalization Table 
  

																													
	 	  	 	 	 	Preferred Stock

	 	 	Common Stock

	 
	 Stockholder

	  	 	 	 	Series A
Shares

	  	% of
Series

	 	 	Series B
Shares

	  	% of
Series

	 	 	% of
Preferred

	 	 	Class A

	  	Class B

	  	Total

	  	Voting
%

	 	 	Fully-
Diluted
%

	 
	 PRINCIPAL STOCKHOLDERS
	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 BancAmerica Capital Investors SBIC I, L.P.
	  	 	 	 	39,252	  	36.86	%	 	8,223	  	37.38	%	 	36.95	%	 	57,034	  	241,436	  	298,470	  	8.41	%	 	29.85	%
												
	 Greenhill Capital Partners, L.P.
	  	61.85	%	 	24,276	  	22.79	%	 	5,086	  	23.12	%	 	22.85	%	 	184,598	  	—  	  	184,598	  	27.20	%	 	18.46	%
	 Greenhill Capital Partners (Cayman), L.P.
	  	8.84	%	 	3,469	  	3.26	%	 	727	  	3.30	%	 	3.27	%	 	26,377	  	—  	  	26,377	  	3.89	%	 	2.64	%
	 Greenhill Capital Partners (Executive), L.P.
	  	9.76	%	 	3,832	  	3.60	%	 	803	  	3.65	%	 	3.61	%	 	29,136	  	—  	  	29,136	  	4.29	%	 	2.91	%
	 Greenhill Capital, L.P.
	  	19.55	%	 	7,675	  	7.21	%	 	1,608	  	7.31	%	 	7.22	%	 	58,360	  	—  	  	58,360	  	8.60	%	 	5.84	%
	 Total Greenhill
	  	 	 	 	39,252	  	36.86	%	 	8,223	  	37.38	%	 	36.95	%	 	298,471	  	—  	  	298,471	  	43.99	%	 	29.85	%
												
	 Brazos Equity Fund 2000, L.P.
	  	 	 	 	14,720	  	13.82	%	 	3,084	  	14.02	%	 	13.86	%	 	111,926	  	—  	  	111,926	  	16.49	%	 	11.19	%
												
	 21st Century Group Equity Fund, L.P.
	  	93.86	%	 	5,987	  	5.62	%	 	1,254	  	5.70	%	 	5.64	%	 	45,521	  	—  	  	45,521	  	6.71	%	 	4.55	%
	 21st Century Group Coinvestors I, L.P.
	  	6.14	%	 	392	  	0.37	%	 	82	  	0.37	%	 	0.37	%	 	2,980	  	—  	  	2,980	  	0.44	%	 	0.30	%
	 Total 21st Century
	  	 	 	 	6,379	  	5.99	%	 	1,336	  	6.07	%	 	6.00	%	 	48,501	  	—  	  	48,501	  	7.15	%	 	4.85	%
												
	 Norwest Equity Partners VI, LP
	  	33.33	%	 	1,636	  	1.54	%	 	343	  	1.56	%	 	1.54	%	 	12,436	  	—  	  	12,436	  	1.83	%	 	1.24	%
	 Norwest Equity Partners VII, LP
	  	66.67	%	 	3,271	  	3.07	%	 	685	  	3.11	%	 	3.08	%	 	24,872	  	—  	  	24,872	  	3.67	%	 	2.49	%
	 Total Norwest
	  	 	 	 	4,907	  	4.61	%	 	1,028	  	4.67	%	 	4.62	%	 	37,308	  	—  	  	37,308	  	5.50	%	 	3.73	%
												
	 TOTAL PRINCIPAL STOCKHOLDERS
	  	 	 	 	104,510	  	98.13	%	 	21,895	  	99.52	%	 	98.37	%	 	553,240	  	241,436	  	794,676	  	81.53	%	 	79.47	%
												
	 WAND PRINCIPALS
	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 Bruce W. Schnitzer
	  	 	 	 	840	  	0.79	%	 	59	  	0.27	%	 	0.70	%	 	42,331	  	—  	  	42,331	  	6.24	%	 	4.23	%
	 John S. Struck
	  	 	 	 	360	  	0.34	%	 	25	  	0.11	%	 	0.30	%	 	18,142	  	—  	  	18,142	  	2.67	%	 	1.81	%
	 Patrick McLaughlin
	  	 	 	 	300	  	0.28	%	 	21	  	0.10	%	 	0.25	%	 	15,118	  	—  	  	15,118	  	2.23	%	 	1.51	%
	 TOTAL WAND PRINCIPALS
	  	 	 	 	1,500	  	1.41	%	 	105	  	0.48	%	 	1.25	%	 	75,591	  	—  	  	75,591	  	11.14	%	 	7.56	%
												
	 MANAGEMENT
	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	  	 	  	 	 	 	 	 
	 Bruce Milligan
	  	 	 	 	294	  	0.28	%	 	—  	  	0.00	%	 	0.23	%	 	29,838	  	 	  	29,838	  	4.40	%	 	2.98	%
	 Martin Cummings
	  	 	 	 	98	  	0.09	%	 	—  	  	0.00	%	 	0.08	%	 	9,946	  	 	  	9,946	  	1.47	%	 	0.99	%
	 Steve Mudd
	  	 	 	 	98	  	0.09	%	 	—  	  	0.00	%	 	0.08	%	 	9,946	  	 	  	9,946	  	1.47	%	 	0.99	%
	 TOTAL MANAGEMENT
	  	 	 	 	490	  	0.46	%	 	—  	  	0.00	%	 	0.38	%	 	49,730	  	—  	  	49,730	  	7.33	%	 	4.97	%
												
	 TOTAL
	  	 	 	 	106,500	  	100.00	%	 	22,000	  	100.00	%	 	100.00	%	 	678,561	  	241,436	  	919,997	  	100.00	%	 	92.00	%
												
	 OPTION PLAN
	  	 	 	 	—  	  	0.00	%	 	—  	  	0.00	%	 	0.00	%	 	80,000	  	—  	  	80,000	  	 	 	 	8.00	%
												
	 FULLY DILUTED TOTAL
	  	 	 	 	106,500	  	100	%	 	22,000	  	100	%	 	100	%	 	758,561	  	241,436	  	999,997	  	 	 	 	100.00	%