RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
RCS Capital Corporation, a Delaware corporation (the “Company”), and RCAP Holdings, LLC, a Delaware limited liability company (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and the Selling
REDEMPTION AND EXCHANGE AGREEMENTRedemption and Exchange Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014, by and between RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Corporation, a Delaware corporation (“RCAP”), in its individual capacity and its capacity as Managing Member of Holdings and those individuals listed on Exhibit A hereto (the “LTIP Members”). Terms not defined herein have the meaning ascribed to them under the Limited Liability Company Agreement of RCS Capital Holdings, LLC, entered into as of February 11, 2014, between RCAP and RCS Capital Management, LLC, a Delaware limited liability company and RCAP’s service provider (“RCS Management”), as amended by the First Amendment to Limited Liability Company Agreement of Holdings, dated as of April 29, 2014, among RCAP and the LTIP Members (the “LLC Agreement”).
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This First Amendment to the Services Agreement, dated as of September 30, 2014 (this “Amendment”), is made and entered into among 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 (collectively, the “Original Company Parties”), RCS CAPITAL CORPORATION, a Delaware corporation and the indirect parent of the Original Company Parties (the Original Company Parties and RCS Capital Corporation are hereinafter referred to as, the “Company”), and AMERICAN REALTY CAPITAL ADVISORS, LLC, a Delaware limited liability company, and ARC ADVISORY SERVICES, LLC, a Delaware limited liability company (collectively, the “Service Provider”).
SECOND AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This Second Amendment to the Services Agreement, dated as of October 30, 2014 (this “Amendment”), is made and entered into among AR Capital, LLC, a Delaware limited liability company (the “Company”), and RCS ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Service Provider”).
AMENDMENT NO. 1 TO PUT & CALL AGREEMENTCall Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDMENT NO. 1 TO PUT & CALL AGREEMENT, dated as of December 19, 2014 (this “Amendment”), is entered into by and among RCS Capital Corporation (the “Company”), Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc., and Blue Sands D Inc. (collectively, the “Investors”) and the existing members of RCS Capital Management, LLC (together with the Company and the Investors, the “Parties”).
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This First Amendment to the Services Agreement, dated as of October 7, 2014 (this “Amendment”), is made and entered into among AR Capital, LLC, a Delaware limited liability company (the “Company”), and RCS ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Service Provider”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTOutperformance Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT, dated as of December 31, 2014 (this “Amendment”), is entered into by and among RCS Capital Corporation (the “Company”), RCS Capital Holdings, LLC (“Holdings”), and RCS Capital Management, LLC, the Company’s service provider (the “Service Provider”).
