MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of August 6, 2015Membership Interest Purchase Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 6, 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 (“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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
This REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”), and Apollo Principal Holdings I, L.P. and any Transferee thereof that become party to this Agreement.
INVESTMENT AGREEMENT by and between APOLLO MANAGEMENT HOLDINGS, L.P., and RCS CAPITAL CORPORATION Dated as of August 6, 2015Investment Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
This INVESTMENT AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and between Apollo Management Holdings, L.P., a Delaware limited partnership (the “Investor”), and RCS Capital Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article IX.
TRANSACTION AGREEMENT by and among AMH HOLDINGS (CAYMAN), L.P., AR CAPITAL, LLC, and AR GLOBAL, LLC Dated as of August 6, 2015Transaction Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
This TRANSACTION AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and among AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), AR Capital, LLC, a Delaware limited liability company (“ARC”) and AR Global, LLC, a Delaware limited liability company (“Newco”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.
This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is dated as of August 19, 2015.Membership Interest Purchase Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
WHEREAS, a Membership Interest Purchase Agreement 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 (“Holdings”) was made and entered into on August 6, 2015 (the “MIPA”);
GUARANTY AND SUPPORT AGREEMENTGuaranty and Support Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • New York
This GUARANTY AND SUPPORT AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and among (i) AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”) and (ii) each of 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”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article VI.
TERMINATION AGREEMENT AND RELEASETermination Agreement • November 9th, 2015 • Apollo Global Management LLC • Investment advice • 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).
