AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AMERICAN NATIONAL STOCK TRANSFER, LLCLimited Liability Company Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of American National Stock Transfer, LLC (the “Company”) is made and entered into as of June 10, 2013, between RCS Capital Corporation (in its capacity as manager of the Company, the “Managing Member,” and in its individual capacity, “PubCo”) and RCAP Holdings, LLC (“RCAP”).
TAX RECEIVABLE AGREEMENT among RCS CAPITAL CORPORATION, RCAP HOLDINGS, LLC REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC and AMERICAN NATIONAL STOCK TRANSFER, LLC Dated as of June 10, 2013Tax Receivable Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This TAX RECEIVABLE AGREEMENT dated as of June 10, 2013 (as amended from time to time, this “Agreement”), is entered into among RCS Capital Corporation, a Delaware corporation (the “Corporation”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), Realty Capital Securities, LLC, a Delaware limited liability company, RCS Advisory Services, LLC, a Delaware limited liability company, and American National Stock Transfer, LLC, a Delaware limited liability company.
SERVICES AGREEMENT between AR CAPITAL, LLC, as Company and RCS ADVISORY SERVICES, LLC, as Service Provider Dated as of June 10, 2013Services Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This Services Agreement dated as of June 10, 2013 (this “Agreement”), is made and entered into between AR CAPITAL, LLC, a Delaware limited liability company (“Company”), and RCS ADVISORY SERVICES, LLC, a Delaware limited liability company (“Service Provider”).
REGISTRATION RIGHTS AGREEMENT dated as of June 10, 2013 among RCS CAPITAL CORPORATION and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT dated as of June 10, 2013 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees thereof.
MANAGEMENT AGREEMENT among RCS CAPITAL CORPORATION, REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC, AMERICAN NATIONAL STOCK TRANSFER, LLC and RCS CAPITAL MANAGEMENT, LLC Dated as of June 10, 2013Management Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
MANAGEMENT AGREEMENT, dated as of June 10, 2013, among RCS Capital Corporation, a Delaware corporation (“PubCo”), Realty Capital Securities, LLC, a Delaware limited liability company, RCS Advisory Services, LLC, a Delaware limited liability company, American National Stock Transfer, LLC, a Delaware limited liability company, and RCS Capital Management, LLC, a Delaware limited liability company (the “Manager”).
EXCHANGE AGREEMENT between RCS CAPITAL CORPORATION and RCAP HOLDINGS, LLC Dated as of June 10, 2013Exchange Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This EXCHANGE AGREEMENT dated as of June 10, 2013, is entered into between RCS Capital Corporation, a Delaware corporation (the “Corporation”), and RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”).
RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTYear Outperformance Agreement • August 2nd, 2013 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (this “Agreement”) made as of June 10, 2013 (the “Grant Date”), between RCS Capital Corporation, a Delaware corporation (the “Company”), its subsidiaries Realty Capital Securities, LLC, a Delaware limited liability company (“RCSCCS”), RCS Advisory Services, LLC, a Delaware limited liability company (“RCSAS”), and American National Stock Transfer, LLC, a Delaware limited liability company (“ANST”), which are the entities through which the Company conducts substantially all of its operations (collectively, the “Partnerships”), and RCS Capital Management, LLC, a Delaware limited liability company, the Company’s manager (the “Manager”).
