RCS CAPITAL CORPORATION (a Delaware corporation) [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
• ] Shares RCS Capital Corporation Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2015 • RCS Capital Corp • 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
AMERICAN REALTY CAPITAL TRUST V, INC. UP TO 82,736,842 SHARES OF COMMON STOCK AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT April 9, 2013Exclusive Dealer Manager Agreement • April 30th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
American Realty Capital Trust V, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 68,000,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 14,736,842 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”), for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). U
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
INDEMNIFICATION AGREEEMENT dated as of [ ], 2013 (this “Agreement”), between RCS Capital Company, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Certain terms which are used but not otherwise defined herein are defined in Section 2.
LIMITED LIABILITY COMPANY AGREEMENT of RCS CAPITAL HOLDINGS, LLC Dated as of February 11, 2014Limited Liability Company Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of RCS Capital Holdings, LLC (the “Company”) is made and entered into as of February 11, 2014, between RCS Capital Corporation (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “PubCo”) and RCS Capital Management, LLC (“RCSM”).
TAX RECEIVABLE AGREEMENT among RCS CAPITAL CORPORATION, RCAP HOLDINGS, LLC REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC and AMERICAN NATIONAL STOCK TRANSFER, LLC Dated as of June 10, 2013Tax Receivable Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This TAX RECEIVABLE AGREEMENT dated as of June 10, 2013 (as amended from time to time, this “Agreement”), is entered into among RCS Capital Corporation, a Delaware corporation (the “Corporation”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), Realty Capital Securities, LLC, a Delaware limited liability company, RCS Advisory Services, LLC, a Delaware limited liability company, and American National Stock Transfer, LLC, a Delaware limited liability company.
UNITED DEVELOPMENT FUNDING IV UP TO 35,000,000 COMMON SHARES OF BENEFICIAL INTEREST AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT November 10, 2009Exclusive Dealer Manager Agreement • March 28th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This Amended and Restated Exclusive Dealer Manager Agreement (this “Agreement”) amends, restates and replaces in full that certain Exclusive Dealer Manager Agreement, dated as of August 24, 2009, by and among the Trust, the Advisor and the Dealer Manager (as defined below). Upon the terms and subject to the conditions contained in this Agreement, the Trust hereby appoints Realty Capital Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement.
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of November 8, 2015Membership Interest Purchase Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED membership interest purchase AGREEMENT, dated as of November 8, 2015 (this “Agreement”), is made by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC, a Delaware limited liability company (“RCS Holdings” and, together with RCAP, the “Sellers”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.
SERVICES AGREEMENT between AR CAPITAL, LLC, as Company and RCS ADVISORY SERVICES, LLC, as Service Provider Dated as of June 10, 2013Services Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This Services Agreement dated as of June 10, 2013 (this “Agreement”), is made and entered into between AR CAPITAL, LLC, a Delaware limited liability company (“Company”), and RCS ADVISORY SERVICES, LLC, a Delaware limited liability company (“Service Provider”).
FIRST LIEN CREDIT AGREEMENT dated as of April 29, 2014 among RCS CAPITAL CORPORATION, as Borrower RCS CAPITAL MANAGEMENT, LLC RCAP HOLDINGS, LLC THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, MERRILL...Credit Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
FIRST LIEN CREDIT AGREEMENT dated as of April 29, 2014 (this “Agreement”), among RCS Capital Corporation, a Delaware corporation (the “Borrower”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), RCS Capital Management, LLC, a Delaware limited liability company (“RCS Management”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and BARCLAYS BANK PLC, as Issuing Bank and Swing Line Lender and BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties.
REGISTRATION RIGHTS AGREEMENT dated as of June 10, 2013 among RCS CAPITAL CORPORATION and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT dated as of June 10, 2013 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees thereof.
REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 between RCS CAPITAL CORPORATION and APOLLO PRINCIPAL HOLDINGS I, L.P.Registration Rights Agreement • August 20th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”), and Apollo Principal Holdings I, L.P. and any Transferee thereof that become party to this Agreement.
Investment AGREEMENT by and between Apollo management holdings, l.p., and rcs capital corporation Dated as of August 6, 2015Investment Agreement • August 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This investment AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and between Apollo Management Holdings, L.P., a Delaware limited partnership (the “Investor”), and RCS Capital Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article IX.
REDEMPTION AND EXCHANGE AGREEMENTRedemption and Exchange Agreement • March 11th, 2015 • RCS Capital Corp • 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”).
forbearance agreement to First lien credit agreementForbearance Agreement • January 6th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This FORBEARANCE AGREEMENT TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (collectively the “Lenders” and each a “Lender”), Barclays Bank PLC, as Issuing Bank and Swing Line Lender, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent.
AGREEMENT AND PLAN OF MERGER By and Among RCS Capital Corporation, ZOE ACQUISITION, LLC, and Investors Capital Holdings, Ltd. Dated as of October 27, 2013Merger Agreement • October 28th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2013 (this “Agreement”), is made by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”).
MANAGEMENT AGREEMENT among RCS CAPITAL CORPORATION, REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC, AMERICAN NATIONAL STOCK TRANSFER, LLC and RCS CAPITAL MANAGEMENT, LLC Dated as of June 10, 2013Management Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
MANAGEMENT AGREEMENT, dated as of June 10, 2013, among RCS Capital Corporation, a Delaware corporation (“PubCo”), Realty Capital Securities, LLC, a Delaware limited liability company, RCS Advisory Services, LLC, a Delaware limited liability company, American National Stock Transfer, LLC, a Delaware limited liability company, and RCS Capital Management, LLC, a Delaware limited liability company (the “Manager”).
RELEASERelease Agreement • November 12th, 2015 • RCS Capital Corp • 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 12th, 2015 • RCS Capital Corp • 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”).
RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTMulti-Year Outperformance Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of June 10, 2013 (the “Grant Date”), between RCS Capital Corporation, a Delaware corporation (the “Company”), its subsidiaries Realty Capital Securities, LLC, a Delaware limited liability company (“RCSCCS”), RCS Advisory Services, LLC, a Delaware limited liability company (“RCSAS”), and American National Stock Transfer, LLC, a Delaware limited liability company (“ANST”), which are the entities through which the Company conducts substantially all of its operations (collectively, the “Partnerships”), and RCS Capital Management, LLC, a Delaware limited liability company, the Company’s manager (the “Manager”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Realty Capital Securities, LLC Dated as of February 11, 2014Limited Liability Company Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS Third AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Realty Capital Securities, LLC (the “Company”) is made and entered into as of February 11, 2014, between RCS Capital Holdings, LLC, a Delaware limited liability company (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “Holdco”) and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”).
NOTE PURCHASE AND CLASS B SHARE AGREEMENTNote Purchase and Class B Share Agreement • November 12th, 2015 • RCS Capital Corp • 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”).
EXCHANGE AGREEMENT between RCS CAPITAL CORPORATION and RCAP HOLDINGS, LLC Dated as of June 10, 2013Exchange Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This EXCHANGE AGREEMENT dated as of June 10, 2013, is entered into between RCS Capital Corporation, a Delaware corporation (the “Corporation”), and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”).
EQUITY PURCHASE AGREEMENT by and between ARC PROPERTIES OPERATING PARTNERSHIP, L.P. and RCS CAPITAL CORPORATION DATED AS OF SEPTEMBER 30, 2014Equity Purchase Agreement • November 14th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
EQUITY PURCHASE AGREEMENT, dated as of September 30, 2014 (as it may be amended or supplemented, this “Agreement”), by and between ARC Properties Operating Partnership, L.P., a Delaware limited partnership (“Seller”), and RCS Capital Corporation, a Delaware corporation (“Buyer”). Each of Seller and Buyer may be referred to herein as a “party” and collectively as the “parties.”
VOTING AGREEMENTVoting Agreement • October 28th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT, dated as of October 27, 2013 (this “Agreement”), is made and entered into by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and Timothy B. Murphy (the “Stockholder”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 4th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 29, 2016, is entered into by and among (a) RCS Capital Corporation (“RCS”), each of the subsidiary guarantors and affiliates identified on the signature pages hereto (the “Subsidiary Guarantors” and together with RCS, the “Company”); (b) the First Lien Agent and Second Lien Agent (each as defined below), (c) each of the lender parties identified on the signature pages hereto and (d) Luxor (as defined below) (such Persons (as defined below) described in clauses (c) and (d), together with each of their respective successors and permitted assigns under this Agreement, each, a “Supporting Party” and, collectively, the “Supporting Parties”). The Company and the Supporting Parties are referred to herein as the “Parties” and each individually as a “Party”.
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This First Amendment to the Services Agreement, dated as of September 30, 2014 (this “Amendment”), is made and entered into among REALTY CAPITAL SECURITIES, LLC, a Delaware limited liability company, RCS ADVISORY SERVICES, LLC, a Delaware limited liability company and AMERICAN NATIONAL STOCK TRANSFER, LLC, a Delaware limited liability company (collectively, the “Original Company Parties”), RCS CAPITAL CORPORATION, a Delaware corporation and the indirect parent of the Original Company Parties (the Original Company Parties and RCS Capital Corporation are hereinafter referred to as, the “Company”), and AMERICAN REALTY CAPITAL ADVISORS, LLC, a Delaware limited liability company, and ARC ADVISORY SERVICES, LLC, a Delaware limited liability company (collectively, the “Service Provider”).
AMENDED AND RESTATED RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTMulti-Year Outperformance Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of February 11, 2014 (the “Reorganization Date”), among RCS Capital Corporation, a Delaware corporation (the “Company”), Realty Capital Securities, LLC, a Delaware limited liability company (“RCSCCS”), RCS Advisory Services, LLC, a Delaware limited liability company (“RCSAS”), American National Stock Transfer, LLC, a Delaware limited liability company (“ANST”, and together with RCSCCS and RCSAS, the “Operating Subsidiaries”), RCS Capital Holdings, LLC, a Delaware limited liability company(the “Partnership”), and RCS Capital Management, LLC, a Delaware limited liability company and the Company’s service provider (the “Service Provider”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 16th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of January 16, 2014, by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Clifford Acquisition, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), Cetera Financial Holdings, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”) and Lightyear Capital LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”).
SECOND LIEN CREDIT AGREEMENT dated as of April 29, 2014 among RCS CAPITAL CORPORATION, as Borrower RCS CAPITAL MANAGEMENT, LLC RCAP HOLDINGS, LLC THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent,...Second Lien Credit Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
SECOND LIEN CREDIT AGREEMENT dated as of April 29, 2014 (this “Agreement”), among RCS Capital Corporation, a Delaware corporation (the “Borrower”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), RCS Capital Management, LLC, a Delaware limited liability company (“RCS Management”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among the parties set forth on Annex A hereto (collectively, the “Noteholders” and each individually a “Noteholder”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
ContractExchange Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
FIRST AMENDMENT TO THE EXCHANGE AGREEMENT dated as of February 11, 2014 (this “Amendment”), between RCS Capital Corporation, a Delaware corporation, and RCAP Holdings, LLC, a Delaware limited liability company (each of whom may be referred to herein as a “Party” and together as the “Parties”).
ASSET PURCHASE AGREEMENT among SCOTLAND ACQUISITION, LLC, RCS CAPITAL CORPORATION, THE PRINCIPALS NAMED HEREIN, HATTERAS INVESTMENT PARTNERS LLC, HATTERAS INVESTMENT MANAGEMENT LLC, HATTERAS CAPITAL INVESTMENT MANAGEMENT, LLC, HATTERAS ALTERNATIVE...Asset Purchase Agreement • November 13th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
ASSET PURCHASE AGREEMENT dated as of October 1, 2013, among Scotland Acquisition, LLC, a Delaware limited liability company (“Purchaser”), RCS Capital Corporation, a Delaware corporation (“Guarantor”), the persons named as principals on the signature pages hereto (each a “Principal” and collectively, “Principals”), Hatteras Investment Partners LLC, a Delaware limited liability company, Hatteras Investment Management LLC, a Delaware limited liability company, Hatteras Capital Investment Management, LLC, a Delaware limited liability company, Hatteras Alternative Mutual Funds LLC, a Delaware limited liability company, and Hatteras Capital Investment Partners, LLC, a Delaware limited liability company (each, a “Hatteras Seller,” and, collectively, “Hatteras Sellers”), and David Perkins, in his capacity as the sellers representative (the “Sellers’ Representative”). Purchaser, Guarantor, the Hatteras Sellers and the Sellers’ Representative are each sometimes referred to herein as a “Party” a
This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is dated as of August 19, 2015.Membership Interest Purchase Agreement • August 20th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
WHEREAS, a Membership Interest Purchase Agreement by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC (“Holdings”) was made and entered into on August 6, 2015 (the “MIPA”);
