RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • New York
RCS Capital Corporation, a Delaware corporation (the “Company”), and RCAP Holdings, LLC, a Delaware limited liability company (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and the Selling
REDEMPTION AND EXCHANGE AGREEMENTRedemption and Exchange Agreement • February 17th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • New York
This REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014, by and between RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Corporation, a Delaware corporation (“RCAP”), in its individual capacity and its capacity as Managing Member of Holdings and those individuals listed on Exhibit A hereto (the “LTIP Members”). Terms not defined herein have the meaning ascribed to them under the Limited Liability Company Agreement of RCS Capital Holdings, LLC, entered into as of February 11, 2014, between RCAP and RCS Capital Management, LLC, a Delaware limited liability company and RCAP’s service provider (“RCS Management”), as amended by the First Amendment to Limited Liability Company Agreement of Holdings, dated as of April 29, 2014, among RCAP and the LTIP Members (the “LLC Agreement”).
RELEASERelease Agreement • November 13th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • New York
This RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AR Capital, LLC (“AR Capital”), (ii) Nicholas S. Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block (each, an “ARC Principal” and collectively, the “ARC Principals”), (iii) RCS Capital Corporation (“RCAP”) and RCS Capital Holdings, LLC (“RCS Holdings”) and (iv) Luxor Capital Partners LP (“Luxor”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.”
SERIES D-1 SHARES AGREEMENTSeries D-1 Shares Agreement • November 13th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • Delaware
This SERIES D-1 SHARES AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and between AR Capital, LLC, a Delaware limited liability company (“ARC”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
NOTE PURCHASE AND CLASS B SHARE AGREEMENTNote Purchase and Class B Share Agreement • November 13th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • Delaware
This NOTE PURCHASE AND CLASS B SHARE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • October 2nd, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • Delaware
This Voting Agreement (this “Agreement”), dated as of August 6, 2015, is made and entered into by and between the undersigned (“Shareholder”) and Luxor Capital Group, LP (together with its affiliates and its subsidiaries, the “Investor”).
TERMINATION AGREEMENT AND RELEASETermination Agreement • November 13th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • New York
This TERMINATION AGREEMENT AND RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AMH Holdings (Cayman), L.P. (“AMH”), Apollo Management Holdings, L.P. (“Apollo Management”) and Apollo Principal Holdings I, L.P., (“APH I”), (ii) AR Capital, LLC (“AR Capital”) and AR Global Investments, LLC (“AR Global”) and (iii) Nicholas S. Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block (each, an “ARC Principal” and collectively, the “ARC Principals”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Transaction Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto, the “Statement”) with respect to the Class A common stock of RCS Capital Corporation and further agree to the filing of this Joint Filing Agreement as an exhibit thereto. In addition, each party to this Joint Filing Agreement expressly designates each other party to this Joint Filing Agreement as its agent and attorney-in-fact, and authorizes such other party, to file and execute on its behalf any and all amendments to the Statement. This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
