LIMITED LIABILITY COMPANY AGREEMENT of RCS CAPITAL HOLDINGS, LLC Dated as of February 11, 2014Limited Liability Company Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of RCS Capital Holdings, LLC (the “Company”) is made and entered into as of February 11, 2014, between RCS Capital Corporation (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “PubCo”) and RCS Capital Management, LLC (“RCSM”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Realty Capital Securities, LLC Dated as of February 11, 2014Limited Liability Company Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS Third AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Realty Capital Securities, LLC (the “Company”) is made and entered into as of February 11, 2014, between RCS Capital Holdings, LLC, a Delaware limited liability company (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “Holdco”) and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”).
AMENDED AND RESTATED RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTOutperformance Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of February 11, 2014 (the “Reorganization Date”), among RCS Capital Corporation, a Delaware corporation (the “Company”), Realty Capital Securities, LLC, a Delaware limited liability company (“RCSCCS”), RCS Advisory Services, LLC, a Delaware limited liability company (“RCSAS”), American National Stock Transfer, LLC, a Delaware limited liability company (“ANST”, and together with RCSCCS and RCSAS, the “Operating Subsidiaries”), RCS Capital Holdings, LLC, a Delaware limited liability company(the “Partnership”), and RCS Capital Management, LLC, a Delaware limited liability company and the Company’s service provider (the “Service Provider”).
ContractThe Exchange Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
FIRST AMENDMENT TO THE EXCHANGE AGREEMENT dated as of February 11, 2014 (this “Amendment”), between RCS Capital Corporation, a Delaware corporation, and RCAP Holdings, LLC, a Delaware limited liability company (each of whom may be referred to herein as a “Party” and together as the “Parties”).
Equity Commitment and Indebtedness Repayment AgreementCommitment and Indebtedness Repayment Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This equity commitment and indebtedness repayment agreement is entered into on and as of the date set forth above (this “Agreement”) and sets forth certain agreements among the undersigned individuals (collectively, the “Parent Members”), RCS Capital Corporation, a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (“AR Capital”), a Delaware limited liability company wholly-owned by the Parent Members.
ContractContribution and Exchange Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
CONTRIBUTION AND EXCHANGE AGREEMENT dated as of February 11, 2014 (this “Agreement”), among RCS Capital Corporation, a Delaware corporation (“Pubco”), RCS Capital Management, LLC, a Delaware limited liability company (“RCSCM”), and RCS Capital Holdings, LLC, a Delaware limited liability company, (“Holdco”). PubCo and RCSCM are each sometimes referred to herein as an “Existing Holder” and, collectively, as the “Existing Holders.”
RESTRICTIVE COVENANTS AGREEMENTRestrictive Covenants Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
THIS RESTRICTIVE COVENANTS AGREEMENT (“Agreement”) is made and entered into as of the 16th day of January, 2014, by and between RCAP Holdings, LLC (“Parent”), RCS Capital Management, LLC (“RCS CM”) Nicholas Schorsch, William Kahane, Edward M. Weil, Jr., Peter M. Budko and Brian S. Block (the five individuals, collectively, the “Principals”) (the Parent, RCS CM and Principals, collectively, the “RCS Group”),RCS Capital Corporation (“Issuer”) and Luxor Capital Group, LP (together with its affiliates and its subsidiaries, the “Investor”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of February 28, 2014, by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger, dated as of October 27, 2013, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Merger Agreement.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS ADVISORY SERVICES, LLC Dated as of February 11, 2014Limited Liability Company Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS Advisory Services, LLC (the “Company”) is made and entered into as of February 11, 2014, between RCS Capital Holdings, LLC, a Delaware limited liability company (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “Holdco”) and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”).
AMENDED AND RESTATED SERVICES AGREEMENT among RCS Capital Corporation, RCS CAPITAL HOLDINGS, LLC and RCS Capital Management, LLC Dated as of February 11, 2014Services Agreement • February 28th, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED SERVICES AGREEMENT, dated as of February 11, 2014, among RCS Capital Corporation, a Delaware corporation (“PubCo”), RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdco”), and RCS Capital Management, LLC, a Delaware limited liability company (the “Service Provider”).
