0001144204-15-039989 Sample Contracts

Contract
First Lien Credit Agreement • June 30th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

AMENDMENT No. 1, dated as of June 30, 2015 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 29, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit 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 Subsidiary Guarantors, the lenders and other parties thereto from time to time party thereto and Barclays Bank PLC, as Administrative Agent and Collateral Agent.

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Contract
Second Lien Credit Agreement • June 30th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

AMENDMENT No. 1, dated as of June 30, 2015 (this “Amendment”), to the Second Lien Credit Agreement, dated as of April 29, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit 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 Subsidiary Guarantors, the lenders and other parties thereto from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent.

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