Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant ParkLuxor Capital Group, LP • June 10th, 2014 • Security brokers, dealers & flotation companies
The undersigned, a beneficial owner of shares of the Class A common stock, par value $0.001 per share (the “Common Stock”) of RCS Capital Corporation, a Delaware corporation (the “Company”),or securities convertible into or exercisable or exchangeable for Common Stock and/or an officer and/or director of the Company, understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Barclays Capital Inc. (“Barclays”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares of Common Stock (the “Public Offering”). In recognition of the benefit that such an offering will confer upon the undersigned as a beneficial owner of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
