MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BRAVES ACQUISITION, LLC, RCS CAPITAL CORPORATION, THE SELLERS NAMED HEREIN, and THE SELLERS’ REPRESENTATIVE NAMED HEREIN January 16, 2014Membership Interest Purchase Agreement • January 17th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
The parties to this Membership Interest Purchase Agreement (as it may be amended or supplemented, this “Agreement”), dated as of January 16, 2014, are RCS Capital Corporation, a Delaware corporation (“Parent”), Braves Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Buyer” and, together with Parent, “Buyers”), each of the individuals listed as “sellers” on the signature pages hereof (each, a “Seller,” and collectively, “Sellers”) and Timothy W. McAfee and William L. Mello, in their capacities as the Sellers’ representatives (collectively, the “Sellers’ Representative”). Buyers, Sellers and the Sellers’ Representative are each sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Except as otherwise herein provided, capitalized and other terms used but not defined in this Agreement have the respective meanings set forth on Exhibit A hereto.
