AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of November 8, 2015Membership Interest Purchase Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED membership interest purchase AGREEMENT, dated as of November 8, 2015 (this “Agreement”), is made by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC, a Delaware limited liability company (“RCS Holdings” and, together with RCAP, the “Sellers”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.
RELEASERelease Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AR Capital, LLC (“AR Capital”), (ii) Nicholas S. Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block (each, an “ARC Principal” and collectively, the “ARC Principals”), (iii) RCS Capital Corporation (“RCAP”) and RCS Capital Holdings, LLC (“RCS Holdings”) and (iv) Luxor Capital Partners LP (“Luxor”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.”
SERIES D-1 SHARES AGREEMENTSeries D-1 Shares Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This SERIES D-1 SHARES AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and between AR Capital, LLC, a Delaware limited liability company (“ARC”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
NOTE PURCHASE AND CLASS B SHARE AGREEMENTNote Purchase and Class B Share Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This NOTE PURCHASE AND CLASS B SHARE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among the parties set forth on Annex A hereto (collectively, the “Noteholders” and each individually a “Noteholder”), and RCS Capital Corporation, a Delaware corporation (the “Company”).
ContractSecond Lien Credit Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
AMENDMENT No. 2, dated as of November 8, 2015 (this “Amendment”), to the Second Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No.1 dated as of June 30, 2015 and as further 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.
ContractFirst Lien Credit Agreement • November 12th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
AMENDMENT No. 2, dated as of November 8, 2015 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No. 1 dated as of June 30, 2015 and as further 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.
