• ] Shares RCS Capital Corporation Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
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.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of REALTY CAPITAL SECURITIES, LLCLimited Liability Company Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Realty Capital Securities, LLC (the “Company”) is made and entered into as of [ ], 2013, between RCS Capital Corporation (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “PubCo”) and RCAP Holdings, LLC (“RCAP”).
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 [ ], 2013Tax Receivable Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This TAX RECEIVABLE AGREEMENT dated as of [ ], 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.
SERVICES AGREEMENT among Realty capital Securities, llc, RCS ADVISORY SERVICES, LLC, and AMERICAN NATIONAL STOCK TRANSFER, LLC, collectively, as Company and ARC ADVISORS, LLC, as Service Provider Dated as of May [ ], 2013 SERVICES AGREEMENTServices Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This Services Agreement dated as of May [ ], 2013 (this “Agreement”), 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, a Delaware limited liability company (collectively, the “Company”), and ARC ADVISORS, LLC, a Delaware limited liability company (“Service Provider”).
REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2013 among RCS CAPITAL CORPORATION and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 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.
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 [ ], 2013Management Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
MANAGEMENT AGREEMENT, dated as of [ ], 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”).
EXCHANGE AGREEMENT between RCS CAPITAL CORPORATION and RCAP HOLDINGS, LLC Dated as of [ ], 2013Exchange Agreement • May 21st, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This EXCHANGE AGREEMENT dated as of [ ], 2013, is entered into between RCS Capital Corporation, a Delaware corporation (the “Corporation”), and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”).
