RCS Capital Corporation Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
RCS Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [ • ] shares of its Class A common stock, par value $0.001 per share (the “Shares”). The [ • ] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ • ] Shares as provided in Section 2. The additional [ • ] Shares to be sold by the Company pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Offered Shares.” Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and [ • ] have agreed to act as the representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.
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
