RELEASERelease Agreement • November 13th, 2015 • Schorsch Nicholas S • 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 13th, 2015 • Schorsch Nicholas S • 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 13th, 2015 • Schorsch Nicholas S • 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”).
TERMINATION AGREEMENT AND RELEASETermination Agreement • November 13th, 2015 • Schorsch Nicholas S • Security brokers, dealers & flotation companies • New York
This TERMINATION AGREEMENT AND RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AMH Holdings (Cayman), L.P. (“AMH”), Apollo Management Holdings, L.P. (“Apollo Management”) and Apollo Principal Holdings I, L.P., (“APH I”), (ii) AR Capital, LLC (“AR Capital”) and AR Global Investments, LLC (“AR Global”) and (iii) 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”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Transaction Agreement (as defined below).
