RCS Capital Corp Contracts & Agreements

SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT dated as of February 8,2016 among RCS CAPITALCORPORATION, a Debtor and Debtor in Possession under Chapter 11 of the... (Filed With SEC on February 11, 2016)

RESTRUCTURING SUPPORT AGREEMENT (Filed With SEC on February 4, 2016)

forbearanceagreement to Firstlien credit agreement (Filed With SEC on January 6, 2016)

forbearanceagreement to SECONDlien credit agreement (Filed With SEC on January 6, 2016)

forbearanceagreement to INDENTUREGOVERNING THE LUXOR CONVERTIBLE NOTES (Filed With SEC on January 6, 2016)

forbearanceagreement to SENIORUNSECURED PROMISSORY NOTES (Filed With SEC on January 6, 2016)

RCS CAPITAL CORPORATION 405 PARK AVENUE, NEW YORK,NY 10022 T: (212) 415-6500 F: (212 ###-###-#### (Filed With SEC on December 7, 2015)

AMENDEDAND RESTATED MEMBERSHIPINTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of November... (Filed With SEC on November 12, 2015)

NOTE PURCHASE AND CLASS B SHARE AGREEMENT (Filed With SEC on November 12, 2015)

NOTE PURCHASE AGREEMENT (Filed With SEC on November 12, 2015)

SERIES D-1 SHARES AGREEMENT (Filed With SEC on November 12, 2015)

RELEASE (Filed With SEC on November 12, 2015)

ARTICLE I Amendment No. 2 Effective Date Amendments (Filed With SEC on November 12, 2015)

W I T N E S S E T H: (Filed With SEC on August 20, 2015)

REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 between RCSCAPITAL CORPORATION and LUXOR CAPITAL PARTNERS, LP and certain of its affiliates. (Filed With SEC on August 20, 2015)

REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 between RCS CAPITAL CORPORATION and APOLLO PRINCIPAL HOLDINGS I, L.P. (Filed With SEC on August 20, 2015)

MEMBERSHIPINTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of August 6, 2015 (Filed With SEC on August 11, 2015)

THIRD AMENDMENT TO RCS CAPITAL CORPORATION EQUITY PLAN (Filed With SEC on August 11, 2015)

InvestmentAGREEMENT by and between Apollomanagement holdings, l.p., and rcscapital corporation Dated as of August 6, 2015 (Filed With SEC on August 11, 2015)

INVESTMENTAGREEMENT by and between EACHINVESTOR IDENTIFIED ON THE SIGNATURE PAGES HERETO (THE “INVESTOR”), AND rcscapital corporation Dated as of August 6, 2015 (Filed With SEC on August 11, 2015)

TERMINATION AGREEMENT (Filed With SEC on August 11, 2015)

ARTICLE I Amendments (Filed With SEC on June 30, 2015)

THIRD AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on May 11, 2015)

FIRST AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on March 11, 2015)

SECOND AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on March 11, 2015)

AMENDMENT NO. 2 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (Filed With SEC on March 11, 2015)

AMENDMENT NO. 1 TO PUT & CALL AGREEMENT (Filed With SEC on March 11, 2015)

Term Sheet (“Term Sheet”) (Filed With SEC on March 11, 2015)

RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on March 11, 2015)

REDEMPTION AND EXCHANGE AGREEMENT (Filed With SEC on March 11, 2015)

THIRD SUPPLEMENTAL INDENTURE Dated as of January 30, 2015 TO THE INDENTURE Dated as of April 29, 2014 by RCS CAPITAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL... (Filed With SEC on February 4, 2015)

SECURITIES EXCHANGE AGREEMENT among RCS Capital Corporation and Luxor Capital Partners, LP and certain other Investors identified herein Dated as of December 12, 2014 (Filed With SEC on December 18, 2014)

SECOND SUPPLEMENTAL INDENTURE Dated as of August 1, 2014 TO THE INDENTURE Dated as of April 29, 2014 by RCS CAPITAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL... (Filed With SEC on November 14, 2014)

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on November 14, 2014)

[signature page follows] (Filed With SEC on November 14, 2014)

RCSCapital Corporation ScotlandAcquisition, LLC 405 Park Avenue, 15th Floor New York, New York 10022 (Filed With SEC on August 14, 2014)

AMENDMENTNO. 1 TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on August 14, 2014)

AMENDMENT NO. 1 to THIRD AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF REALTY CAPITAL SECURITIES,LLC between RCS CAPITAL HOLDINGS, LLC, and RCAP HOLDINGS, LLC, Dated... (Filed With SEC on August 14, 2014)

[signature page follows] (Filed With SEC on August 14, 2014)

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on June 12, 2014)

RCS CAPITAL CORPORATION (a Delaware corporation) [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on May 29, 2014)

MEMBERSHIP INTEREST PURCHASE AGREEMENT among RCS CAPITAL CORPORATION, THE SELLERS, EXECUTIVES AND INDIVIDUALSELLER NAMED HEREIN, VALIDUS/STRATEGIC CAPITAL PARTNERS,LLC, THE... (Filed With SEC on May 29, 2014)

FIRST SUPPLEMENTAL INDENTURE Dated as of May 5, 2014 TO THE INDENTURE Dated as of April 29, 2014 by RCS CAPITAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION,... (Filed With SEC on May 6, 2014)

RCSCAPITAL CORPORATION AND WILMINGTON TRUST,NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 29, 2014 5.00% ConvertibleSenior Notes due 2021 (Filed With SEC on May 2, 2014)

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on March 18, 2014)

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on February 28, 2014)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RealtyCapital Securities, LLC Dated as of February 11, 2014 (Filed With SEC on February 28, 2014)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS ADVISORY SERVICES, LLC Dated as of February 11, 2014 (Filed With SEC on February 28, 2014)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AMERICAN NATIONAL STOCK TRANSFER, LLC Dated as of February 11, 2014 (Filed With SEC on February 28, 2014)

[signature page follows] (Filed With SEC on February 28, 2014)

AMENDED AND RESTATED SERVICES AGREEMENT among RCSCapital Corporation, RCSCAPITAL HOLDINGS, LLC and RCSCapital Management, LLC Dated as of February 11, 2014 (Filed With SEC on February 28, 2014)

AMENDED AND RESTATED RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (Filed With SEC on February 28, 2014)

[Signature Page to Contribution and ExchangeAgreement] (Filed With SEC on February 28, 2014)

LIMITED LIABILITY COMPANY AGREEMENT of RCS CAPITAL HOLDINGS, LLC Dated as of February 11, 2014 (Filed With SEC on February 28, 2014)

barclays 745 Seventh Avenue New York, New York 10019 (Filed With SEC on February 28, 2014)

Luxor CapitalGroup, LP 1114Avenue of the Americas, 29th Floor NewYork, NY 10036 (Filed With SEC on February 28, 2014)

RESTRICTIVE COVENANTS AGREEMENT (Filed With SEC on February 28, 2014)

EquityCommitment and Indebtedness Repayment Agreement (Filed With SEC on February 28, 2014)

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BRAVES ACQUISITION, LLC, RCS CAPITAL CORPORATION, THE SELLERS NAMED HEREIN, and THE SELLERS’ REPRESENTATIVE NAMEDHEREIN... (Filed With SEC on January 17, 2014)

AGREEMENT AND PLAN OF MERGER by and among RCS CAPITAL CORPORATION, CLIFFORD ACQUISITION, INC., CETERA FINANCIAL HOLDINGS, INC. and THE STOCKHOLDER REPRESENTATIVE NAMEDHEREIN Dated... (Filed With SEC on January 16, 2014)

AGREEMENTAND PLAN OF MERGER By andAmong RCSCapital Corporation, DOLPHINACQUISITION, LLC, and SUMMITFINANCIAL SERVICES GROUP, INC. Datedas of November 16, 2013 (Filed With SEC on November 18, 2013)

VOTING AGREEMENT (Filed With SEC on November 18, 2013)

AGREEMENTAND PLAN OF MERGER By andAmong RCSCapital Corporation, ZOE ACQUISITION,LLC, and InvestorsCapital Holdings, Ltd. Datedas of October 27, 2013 (Filed With SEC on October 28, 2013)

VOTING AGREEMENT (Filed With SEC on October 28, 2013)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of REALTY CAPITAL SECURITIES, LLC (Filed With SEC on August 2, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS ADVISORY SERVICES, LLC (Filed With SEC on August 2, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AMERICAN NATIONAL STOCK TRANSFER,LLC (Filed With SEC on August 2, 2013)

REGISTRATION RIGHTS AGREEMENT dated as of June 10, 2013 among RCS CAPITAL CORPORATION and THE SHAREHOLDERS PARTY HERETO (Filed With SEC on August 2, 2013)

EXCHANGE AGREEMENT between RCS CAPITAL CORPORATION and RCAP HOLDINGS, LLC Dated as of June 10, 2013 (Filed With SEC on August 2, 2013)

TAX RECEIVABLE AGREEMENT among RCS CAPITAL CORPORATION, RCAP HOLDINGS, LLC REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC and AMERICAN NATIONAL STOCK TRANSFER, LLC (Filed With SEC on August 2, 2013)

SERVICES AGREEMENT among REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC, and AMERICAN NATIONAL STOCK TRANSFER, LLC, collectively, as Company and AMERICAN REALTY... (Filed With SEC on August 2, 2013)

SERVICES AGREEMENT between AR CAPITAL, LLC, as Company and RCS ADVISORY SERVICES, LLC, as Service Provider Dated as of June 10, 2013 SERVICES AGREEMENT (Filed With SEC on August 2, 2013)

MANAGEMENT AGREEMENT among RCS CAPITAL CORPORATION, REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC, AMERICAN NATIONAL STOCK TRANSFER, LLC and RCS CAPITAL MANAGEMENT,... (Filed With SEC on August 2, 2013)

RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (Filed With SEC on August 2, 2013)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of REALTY CAPITAL SECURITIES, LLC (Filed With SEC on May 30, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS ADVISORY SERVICES, LLC (Filed With SEC on May 30, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AMERICAN NATIONAL STOCK TRANSFER, LLC (Filed With SEC on May 30, 2013)

RCS CAPITAL CORPORATION 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT (Filed With SEC on May 30, 2013)

[ • ] Shares RCS Capital Corporation Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on May 21, 2013)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of REALTY CAPITAL SECURITIES, LLC (Filed With SEC on May 21, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RCS ADVISORY SERVICES, LLC (Filed With SEC on May 21, 2013)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AMERICAN NATIONAL STOCK TRANSFER, LLC (Filed With SEC on May 21, 2013)

REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2013 among RCS CAPITAL CORPORATION and THE SHAREHOLDERS PARTY HERETO (Filed With SEC on May 21, 2013)

EXCHANGE AGREEMENT between RCS CAPITAL CORPORATION and RCAP HOLDINGS, LLC Dated as of [ ], 2013 (Filed With SEC on May 21, 2013)

TAX RECEIVABLE AGREEMENT Among RCS CAPITAL CORPORATION, RCAP HOLDINGS, LLC REALTY CAPITAL SECURITIES, LLC, RCS ADVISORY SERVICES, LLC, and AMERICAN NATIONAL STOCK TRANSFER, LLC (Filed With SEC on May 21, 2013)

SERVICES AGREEMENT among Realtycapital Securities, llc, RCS ADVISORY SERVICES, LLC, and AMERICAN NATIONAL STOCK TRANSFER, LLC, collectively, as Company and ARC ADVISORS, LLC, as... (Filed With SEC on May 21, 2013)

SERVICES AGREEMENT between ARCapital, LLC, as Company and RCS ADVISORY SERVICES, LLC, as Service Provider Dated as of April [ ], 2013 (Filed With SEC on May 21, 2013)

MANAGEMENT AGREEMENT among RCS CAPITAL CORPORATION, REALTY CAPITAL SECURITIES,LLC, RCS ADVISORY SERVICES, LLC, AMERICAN NATIONAL STOCK TRANSFER, LLC and RCS CAPITAL MANAGEMENT,... (Filed With SEC on May 21, 2013)

INDEMNIFICATION AGREEMENT (Filed With SEC on May 21, 2013)

RCS CAPITAL CORPORATION EQUITY PLAN (Filed With SEC on May 21, 2013)

[ • ] Shares RCS Capital Corporation Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on April 30, 2013)

AMERICAN REALTY CAPITAL TRUST V, INC. UP TO 82,736,842 SHARES OF COMMON STOCK AMENDED AND RESTATED EXCLUSIVE DEALERMANAGER AGREEMENT April 9, 2013 (Filed With SEC on April 30, 2013)

Business Development Corporation of America UP TO 150,000,000 SHARES OF COMMONSTOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT January25, 2011 (Filed With SEC on March 28, 2013)

AMERICAN REALTY CAPITAL NEW YORK RECOVERYREIT, INC. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT As of September 2, 2010 (Filed With SEC on March 28, 2013)

UNITED DEVELOPMENT FUNDING IV UP TO 35,000,000 COMMON SHARES OF BENEFICIAL INTEREST AMENDED AND RESTATED EXCLUSIVE DEALERMANAGER AGREEMENT November 10, 2009 (Filed With SEC on March 28, 2013)

Phillips Edison – ARC ShoppingCenter REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVEDEALER MANAGER AGREEMENT September 17, 2010 (Filed With SEC on March 28, 2013)

AmericanRealty Capital – Retail Centers of America, Inc. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT March 17, 2011 (Filed With SEC on March 28, 2013)

AmericanRealty Capital HEALTHCARE TRUST, Inc. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT February 18, 2011 (Filed With SEC on March 28, 2013)

AMERICAN REALTY CAPITAL HEALTHCARE TRUSTII, INC. UP TO 82,736,842 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT February 14, 2013 (Filed With SEC on March 28, 2013)

ARC REALTY FINANCE TRUST, INC. UP TO 96,842,105 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT February 12, 2013 (Filed With SEC on March 28, 2013)

AMERICAN REALTY CAPITAL DAILY NET ASSETVALUE TRUST, INC. UP TO $1,737,499,995 OF SHARESOF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT August 15, 2011 (Filed With SEC on March 28, 2013)

AMERICAN REALTY CAPITAL GLOBAL TRUST,INC. UP TO 175,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT September 26, 2012 (Filed With SEC on March 28, 2013)

AMERICAN REALTY CAPITAL TRUST IV, INC. UP TO 70,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT June8, 2012 (Filed With SEC on March 28, 2013)

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RCS Capital Corp Contracts & Agreements