Under the Securities Exchange Act of 1934
(Amendment No. )*

RCS Capital Corporation

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

74937W 102

(CUSIP Number)

NICHOLAS S. SCHORSCH

RCAP Holdings, LLC

405 Park Ave., 14th Floor

New York, NY 10022

(866) 904-2988

Copies to:

PETER M. FASS

JAMES P. GERKIS

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036-8299

(212) 969-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 19, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto, the “Statement”) with respect to the Class A common stock of RCS Capital Corporation and further agree to the filing of this Joint Filing Agreement as an exhibit thereto. In addition, each party to this Joint Filing Agreement expressly designates each other party to this Joint Filing Agreement as its agent and attorney-in-fact, and authorizes such other party, to file and execute on its behalf any and all amendments to the Statement. This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

Exhibit 6

Execution copy

THIS EXCHANGEABLE PROMISSORY NOTE AND THE EXCHANGE SHARES (AS DEFINED BELOW) DELIVERABLE HEREUNDER (THE “RESTRICTED SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE RESTRICTED SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESTRICTED SECURITIES UNDER THE SECURITIES ACT, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THEREOF AND ITS TRANSFER AGENT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE BORROWER or the Public Company, as applicable, WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE RESTRICTED SECURITIES. the restricted securities are SUBJECT TO CERTAIN transfer restrictions AS SET FORTH below and the NOTEHOLDERS AGREEMENT (defined below).

THIS EXCHANGEABLE PROMISSORY NOTE IS SUBJECT TO THE PROVISIONS SET FORTH IN THE NOTEHOLDERS AGREEMENT DATED AS OF JUNE 5, 2013, AMONG THE BORROWER, THE HOLDER AND THE OTHER PARTIES IDENTIFIED THEREIN AND PARTY THERETO. A COPY OF SUCH NOTEHOLDERS AGREEMENT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE BORROWER.

THE RESTRICTED SECURITIES ARE SUBJECT TO THE PROVISIONS SET FORTH IN (1) THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 5, 2013, BETWEEN RCAP HOLDINGS, LLC, ARROWHEAD MERGER ACQUISITION, INC., FIRST ALLIED HOLDINGS INC., THE PRINCIPALS NAMED THEREIN AND THE STOCKHOLDERS’ REPRESENTATIVE NAMED THEREIN (AS AMENDED, MODIFIED, SUPPLEMENTED AND RESTATED FROM TIME TO TIME, THE “MERGER AGREEMENT”), INCLUDING THE RIGHT OF THE BORROWER TO OFFSET CERTAIN INDEMNIFICATION OBLIGATIONS ARISING UNDER THE MERGER AGREEMENT AGAINST AMOUNTS OTHERWISE OWED UNDER THIS NOTE, AND (2) THE PLEDGE AGREEMENT, DATED AS OF [●], 2013, BETWEEN RCAP HOLDINGS, LLC, LOVELL MINNICK EQUITY PARTNERS III LP AND LOVELL MINNICK EQUITY PARTNERS III-A LP (AS AMENDED, MODIFIED, SUPPLEMENTED AND RESTATED FROM TIME TO TIME, THE “PLEDGE AGREEMENT”). A COPY OF THE MERGER AGREEMENT AND THE PLEDGE AGREEMENT ARE AVAILABLE AT THE EXECUTIVE OFFICES OF THE BORROWER.

THE INDEBTEDNESS EVIDENCED BY THIS EXCHANGEABLE PROMISSORY NOTE IS SUBORDINATED TO CERTAIN OTHER INDEBTEDNESS OF THE BORROWER PURSUANT TO THE TERMS SET FORTH HEREIN.

RCAP HOLDINGS, LLC

EXCHANGEABLE PROMISSORY NOTE

FOR VALUE RECEIVED, RCAP Holdings, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [_______], a [________] (the “Holder”), the principal amount of $[●] ([●] United States Dollars), together with interest thereon calculated from the date hereof in accordance with the provisions of this Exchangeable Promissory Note.

This Exchangeable Promissory Note (as amended, modified, supplemented and restated from time to time, this “Note”) was issued pursuant to the Merger Agreement, and is one of a series of the Exchangeable Promissory Notes issued in connection therewith (collectively, the “Notes”). This Note is subject to the terms, conditions and provisions (including, without limitation, restrictions on transfer) set forth in the Noteholders Agreement, dated June 5, 2013, among the Borrower and each holder of the Notes (the “Noteholders Agreement”). This Note and the Exchange Shares are subject to the terms, conditions and provisions of the Pledge Agreement, dated [●], 2013, between the Borrower, the Holder and the other parties thereto (the “Pledge Agreement”). Capitalized terms used in this Note but not otherwise defined herein have the meanings set forth for such terms in the Merger Agreement.

1. Payment of Interest.

(a) Interest shall accrue at the annual rate of five percent (5%) (as such rate may be increased pursuant to Section 5, the “Interest Rate”) on the unpaid principal amount of this Note outstanding from time to time (the “Principal Amount”). Interest shall be computed on the basis a 360-day year comprised of twelve 30 day months.

(b) So long as this Note shall be outstanding, on each Quarterly Payment Date after the Closing Date, commencing [●], 2013, the Borrower shall pay in cash to the Holder all interest which has accrued thereon through such date on the Principal Amount.

2. Payment of Principal.

(a) Maturity. The Borrower shall either (i) pay the Outstanding Amount [INSERT DATE THAT IS THIRD ANNIVERSARY OF CLOSING DATE] or (ii) if applicable, deliver the Exchange Shares on the date on which the Exchange Delivery Date is required to occur under, and subject to the terms of, Section 7(c).

(b) Optional Prepayment. Subject to the terms and conditions of this Section 2(b), at any time following [INSERT DATE THAT IS FIRST ANNIVERSARY OF CLOSING DATE], the Borrower may, at its option, prepay all (but not less than all) of the Outstanding Amount by paying an amount of cash equal to the Payment Amount. To exercise its option to make any optional prepayment hereunder, the Borrower must give the Holder written notice of such prepayment not fewer than 35 days prior to the date fixed for such prepayment, specifying the date of proposed prepayment (the “Prepayment Date”) and the Payment Amount (the “Prepayment Notice” and the date such notice is delivered being referred to as the “Prepayment Notice Date”). At any time following the Initial Public Offering, but prior to a Borrower Change of Control or a Public Company Change of Control, in lieu of cash, the Holder may elect, by delivering a written notice of such election to the Borrower within ten (10) days of the Prepayment Notice Date, to receive the Payment Amount payable pursuant to the immediately preceding sentence in the form of Exchange Shares, the number of which shall be determined as if such Holder elected to exchange this Note into Exchange Shares pursuant to Section 7(b). If the Holder does not deliver an election notice within the time period specified in the immediately preceding sentence, then the Borrower shall pay the Payment Amount in cash in the manner contemplated by Section 3(a). If after the Holder delivers an election notice within such specified time period, a Borrower Change of Control or a Public Company Change of Control occurs, then the Holder will receive cash equal to the Payment Amount in lieu of Exchange Shares as provided in this Section 2(b). Notwithstanding any of the foregoing, the Borrower may not deliver a Prepayment Notice following the delivery of an Exchange Notice by the Holder delivered pursuant to Section 7.

3. Method of Payments.

(a) Place of Payment, etc. Other than a payment in the form of Exchange Shares in accordance with Section 2(b) or 7, cash payments made in respect of this Note are to be delivered to the Holder by wire transfer of immediately available funds in accordance with the payment instructions that the Holder may designate in writing to the Borrower at least (5) Business Days prior to any such payments. The Borrower will pay all sums for principal, interest or otherwise becoming due on this Note not later than 5:00 p.m., New York City time, on the date such payment is due.

(b) Transfer and Exchange; Issuance of Notes in Principal Amount. Subject to the transfer and other similar restrictions contained in Section 4 and the Noteholders Agreement, upon Surrender of this Note to the Borrower for registration of a transfer at the Borrower’s principal office, the Borrower, at Holder’s expense, will execute and deliver in exchange therefor a new Note or Notes, as the case may be, as requested by the Holder, which aggregate the unpaid Principal Amount of such Note, registered as such Holder may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. The issuance of a new Note or Notes shall be made without charge to the holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with such issuance, provided that the Holder shall pay any transfer taxes associated therewith. The Borrower shall be entitled to regard the registered holder of this Note as the holder of the Note so registered for all purposes until the Borrower or its agent, as applicable, is required to record a transfer of this Note on its register.

(c) Replacement. Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, upon delivery of a duly executed affidavit of loss and indemnity relating to such lost, stolen or destroyed Note in a form reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon the surrender and cancellation of such Note, the Borrower, at the Holder’s expense, will execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note. Any lost, stolen, destroyed or mutilated Note replaced by such new Note shall not be deemed to be (and only the new Note shall be deemed to be) an outstanding Note for purposes of the Noteholders Agreement.

4. Transfer Restrictions.

(a) No transfer, sale, assignment, pledge, encumbrance or other disposition, whether directly or indirectly, of all or any fraction of or interest in this Note (herein collectively called a “Transfer”) may be made without the prior written consent of the Borrower (which consent may be withheld, delayed or conditioned in the Borrower’s sole and absolute discretion).

(b) The restrictions on Transfer contained in this Section 4 are in addition to, and not in limitation of, each other restriction on transfer and similar restrictions contained in the Noteholders Agreement.

5. Events of Default. The occurrence of any one of the following shall constitute a default by the Borrower (an “Event of Default”) under this Note:

(a) the Borrower defaults in the payment of principal or interest on this Note when the same becomes due and payable, and such non-payment continues for 10 days after the due date therefor;

(b) the Borrower fails to comply with its other obligations of this Note and such failure continues for 30 days after receipt by the Borrower of written notice of such non-compliance;

(c) a Borrower Change of Control or, following the Initial Public Offering, a Public Company Change of Control;

(d) an Exchange Share Delivery Failure, and such failure continues for a period of 15 days;

(e) the Borrower (i) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (ii) makes an assignment for the benefit of its creditors, (iii) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (iv) is adjudicated as insolvent or to be liquidated; or

(f) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Borrower, a custodian, receiver, trustee, or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Borrower, or any such petition shall be filed against the Borrower and such petition shall not be dismissed or stayed within 60 days.

6. Remedies. Subject to the terms of the Noteholders Agreement, and Section 8 hereof, in the event that one or more Events of Default shall have occurred and be continuing, (a) the Interest Rate shall automatically increase, without any further action on the part of the Holder or the Borrower, to an annual rate of 10% and (b) the Noteholders’ Representative (as defined in the Noteholders Agreement) may, on behalf of all of the holders of the Notes, by written notice to the Borrower declare either (i) the Outstanding Amount or (ii) if an Exchange Share Delivery Failure shall have occurred and be continuing at such time, the Payment Amount, in each case, to be immediately due and payable, and thereupon the same shall become so due and payable, without presentment, demand, protest or further notice, all of which are hereby waived by the Borrower. For the avoidance of doubt, upon an Event of Default, in addition to the other remedies set forth above, the Holder may still elect to exercise its Exchange Rights pursuant to Section 7.

7. Exchange. This Note shall be exchangeable into Exchange Shares, on the terms and conditions set forth in this Section 7.

(a) Exchange at the Option of the Holder. At any time following the later to occur of (i) the date that is 180 days following the Closing Date or (ii) the Initial Public Offering (the “Triggering Date”), the Holder may elect to exchange all or, subject to the proviso below, a portion of the Outstanding Amount through the Exchange Notice Date (the “Exchanged Amount”) into the number of Exchange Shares as is determined in accordance with Section 7(b); provided, however, that (A) such Holder may not elect to exercise its exchange rights under this Section 7 more than two (2) times (provided that an exercise that results in an Exchange Share Delivery Failure shall not count as an exercise for this purpose) and (B) if the Holder or any Affiliate of the Holder holds one or more other Notes, then any such election must be made pro rata with respect to all such Notes simultaneously.

(b) Exchange Rate. The number of Exchange Shares deliverable upon any exchange of this Note pursuant to Section 7(a) shall be determined by dividing (i) the Exchanged Amount by (ii) the Exchange Price. If any such exchange would result in the delivery of a fraction of an Exchange Share, such fraction of an Exchange Share shall be disregarded, the number of Exchange Shares deliverable upon such exchange shall be rounded down, and the Holder shall be entitled to receive the cash value of such fraction of an Exchange Share.

(c) Mechanics of Exchange. At any time following the Triggering Date, the Holder may exercise its exchange right under this Section 7 by providing written notice thereof to the Borrower (the “Exchange Notice” and the date on which such notice is delivered being referred to as the “Exchange Notice Date”). As soon as practicable after receipt of the Exchange Notice and in any event no later than 30 days following receipt thereof, the Borrower shall, at its election, either (i) deliver to the Holder that number of Exchange Shares as determined in accordance with Section 7(b) plus a cash payment in respect of the interest accrued on the Principal Amount from the date immediately following the Exchange Notice Date through the date on which such Exchange Shares are delivered pursuant to this clause (i), or (ii) pay the Payment Amount in cash to the Holder. The date on which the Borrower delivers the Exchange Shares or the Payment Amount in the manner contemplated by the immediately preceding sentence shall be the “Exchange Delivery Date”. The Holder’s receipt of the Exchange Shares (in the form of certificates representing such Exchange Shares or other evidence reasonably satisfactory to the Holder) or the Payment Amount in cash pursuant to the immediately preceding sentence shall be subject to the Holder’s Surrender of this Note for cancellation to the Borrower on the Exchange Delivery Date.

(d) Termination of Right to Exchange.

(i) Notwithstanding anything contained herein to the contrary, the Holder may not elect an exchange pursuant to Section 2(b) or this Section 7 from or after a Borrower Change of Control or a Public Company Change of Control. The Holder may not deliver an Exchange Notice following delivery of a Prepayment Notice by the Borrower delivered pursuant to Section 2(b).

(ii) The Borrower shall give the Holder not less than 30 days prior written notice of a Borrower Change of Control or a Public Company Change of Control, which notice shall set forth in reasonable detail the material terms of such transaction (“Change of Control Notice”). The Holder agrees to keep the information provided in connection with any Change of Control Notice confidential and shall not disclose such information to any other Person. The Holder acknowledges that (i) it is aware that the securities laws of the United States prohibit any person who has material, non-public information concerning an issuer of securities from purchasing or selling securities in reliance upon such information or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information, and (ii) that a Change of Control Notice may contain material, non-public information concerning the Borrower or the Public Company, and agrees to comply with such laws in all respects. The Holder shall have 10 days from delivery of a Change of Control Notice to deliver an Exchange Notice pursuant to Section 7, in which case the Exchange Delivery Date shall occur prior to the Change of Control. In connection with a Public Company Change of Control, if the Holder does not deliver an Exchange Notice prior to the expiration of such 10 day period, then the Holder may not thereafter elect an exchange pursuant to Section 2(b) or Section 7 (unless such Public Company Change of Control is abandoned).

(e) Delivery of Exchange Shares. Upon the occurrence of an Exchange Share Delivery Failure, in lieu of receiving Exchange Shares in accordance with Section 7(b), the Holder may elect to receive the Payment Amount in cash by delivery of written notice of such election to the Borrower. The Borrower shall pay the Payment Amount in cash within five (5) days of receipt of such notice and such payment shall be in full satisfaction of the Borrower’s obligations hereunder.

(f) Lock-Up. The Holder shall not sell transfer or otherwise dispose of the Exchange Shares prior to the 180th day following the Exchange Delivery Date or the Prepayment Date, as applicable.

(g) Adjustment of Exchange Price. If at any time following the Initial Public Offering the Public Company shall:

(i) take a record of the holders of its Exchange Shares for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Exchange Shares;

(ii) subdivide its outstanding shares of Exchange Shares into a larger number of shares of Exchange Shares;

(iii) combine its outstanding shares of Exchange Shares into a smaller number of shares of Exchange Shares; or

(iv) otherwise reclassifies its capital stock the effect of which is similar to the foregoing or takes any other action similar to those listed above,

then the Exchange Price shall be equitably adjusted to reflect such reclassification or other action in order to preserve the economic bargain represented by the exchange feature of this Note.

(h) Delivery of Exchange Shares. All Exchange Shares shall, when delivered to the Holder by the Borrower pursuant to the terms of this Note, be duly and validly issued, fully paid and non-assessable and free from all liens.

(i) Compliance with Laws. The Holder hereby represents, warrants and acknowledges to the Borrower that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Notwithstanding any other provision of this Note, the Holder covenants and agrees that the Restricted Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state, federal or foreign securities laws. The Holder understands that the availability of such an exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein.

In connection with any transfer of any Restricted Securities other than (a) pursuant to an effective registration statement under the Securities Act, or (b) pursuant to Rule 144 under the Securities Act (provided that the transferor provides the Borrower or the Public Company, as applicable, and any applicable transfer agent with reasonable assurances (in the form of a seller representation letter and, if applicable, a broker representation letter) that such Restricted Securities may be sold pursuant to Rule 144 under the Securities Act), the Borrower or the Public Company, as applicable, may require the transferor thereof to provide to the Borrower or the Public Company, as applicable, and any applicable transfer agent, at the transferor’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company or the Public Company, as applicable, and the transfer agent, the form and substance of which opinion shall be reasonably satisfactory to the Borrower or the Public Company, as applicable, and the transfer agent, to the effect that such transfer does not require registration of such transferred Restricted Securities under the Securities Act. As a condition of transfer (other than pursuant to clause (a) or (b) of the preceding sentence), any such transferee shall agree in writing to be bound by the terms of this Note and shall have the rights of a Holder under this with respect to such transferred Restricted Securities.

(j) Legends. Certificates representing the Restricted Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and, with respect to Restricted Securities held in book-entry form, the Borrower, the Public Company or any applicable transfer agent will record such a legend or other notation on the applicable securities register), until such time as they are not required under Section 7(k) or applicable law:

THESE SECURITIES AND ANY SECURITIES ISSUABLE OR ISSUED IN EXCHANGE HEREOF (THE “RESTRICTED SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE RESTRICTED SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESTRICTED SECURITIES UNDER THE SECURITIES ACT, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THEREOF AND ITS TRANSFER AGENT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE BORROWER or the Public Company, as applicable, WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE RESTRICTED SECURITIES.

(k) Removal of Legends. The restrictive legend set forth in Section 7(j) shall be removed and the Borrower or the Public Company, as applicable shall issue (or cause to be issued) a certificate without such restrictive legend or any other restrictive legend to the holder of the applicable Restricted Securities upon which it is stamped or issue (or cause to be issued) to such holder, if (i) such Restricted Securities have been sold pursuant to an effective registration statement under the Securities Act, (ii) such Restricted Securities have been sold pursuant to Rule 144, or (iii) such Restricted Securities are eligible for sale under Rule 144, without the requirement for the Borrower to be in compliance with the current public information required under Rule 144 as to such Restricted Securities and without volume or manner-of-sale restrictions; provided, however, that to the extent an opinion of counsel is required by Section 7(i), the Holder shall deliver such opinion.

(l) Acknowledgement. The Holder acknowledges its responsibilities under the Securities Act and accordingly will not sell or otherwise transfer any Restricted Securities or any interest therein without complying with the requirements of the Securities Act and any other applicable securities laws.

8. Subordination.

(a) Subordinate to Senior Indebtedness. The Borrower and the Holder hereby agree that, to the extent and in the manner hereinafter set forth in this Section 8, the payment of the Subordinated Indebtedness is hereby expressly made subordinate and subject in right of payment to all Senior Indebtedness.

(b) No Payment when Obligations Under Senior Indebtedness are in Default. Subject to Section 8(h), in the event that any Senior Event of Default shall have occurred and be continuing or will have occurred as a result of any such payment hereunder, then no payment hereunder shall be made unless and until such Senior Event of Default shall have been cured or shall have otherwise ceased to exist, or the payment in full in cash of all Senior Indebtedness.

(c) Remedies Standstill. Neither the Holder nor the Noteholders’ Representative shall exercise any remedies with respect to the Note as set forth in Section 6 or 17 hereof at any time (such period, the “Standstill Period”) after the date of delivery of a written notice from any Senior Creditor to the Holder that a Senior Event of Default has occurred and is continuing, provided that the Standstill Period shall terminate upon the earliest to occur of (i) the acceleration of all obligations under any Senior Credit Document, (ii) the Senior Creditors consenting in writing to the termination of such Standstill Period and (iii) the payment in full of all Senior Indebtedness (other than any contingent obligations thereunder not then due and payable). Upon the termination of the applicable Standstill Period, the Holder may, in its sole election, exercise any and all remedies (including as set forth in Section 6 or 17) available to them under this Note, subject to the terms of this Section 8. Notwithstanding the foregoing, if, following the acceleration of any obligations with respect to any outstanding Senior Indebtedness, such acceleration is rescinded (whether or not such Senior Event of Default has been cured or waived), then each remedy taken by the Holder that was permitted to occur solely due to clause (i) above shall likewise be rescinded.

(d) Payments Held; Subrogation. If prior to the payment in full in cash of all Senior Indebtedness, the Holder shall have received any payment pursuant to this Note at a time when it is not permitted to do so pursuant to this Section 8, then and in such event such payment shall promptly be paid over and delivered to the applicable Senior Creditor in the same form as received and, until so turned over, the same shall be held in trust by the Holder as the property of the Senior Creditors, to the extent necessary to enable the payment in full of all Senior Indebtedness. The Holder hereby waives any and all rights of subrogation or contribution which at any time may accrue to, or for the benefit of, or otherwise exist in favor of, the Holder in respect of all or any part of the Note or any of the obligations thereunder until the indefeasible payment in full in cash of any and all Senior Indebtedness; provided, however, that, as between the Borrower on the one hand and the Holder on the other hand, any such payment that is paid over to the Senior Creditors pursuant to this Section 8 shall be deemed not to reduce any of the obligations hereunder.

(e) Insolvency or Liquidation Proceedings. In the event of any proceeding under bankruptcy, insolvency or similar laws involving the Borrower, (i) all Senior Indebtedness first shall be paid in full in cash or other consideration acceptable to the Senior Creditors before any payment of or with respect to the Note shall be made; (ii) any payment or distribution, whether in cash, property or securities, which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Note shall be paid or delivered directly to Senior Creditors until all Senior Indebtedness is paid in full in cash or other consideration acceptable to the Senior Creditors, and the Holder irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and distributions, and the Holder also irrevocably authorizes, empowers and directs the Senior Creditors to demand, sue for, collect and receive every such payment or distribution; and (iii) the Holder agrees to execute and deliver to the Senior Creditors all such further instruments confirming the authorization referred to in the foregoing clause (ii).  The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Section 8 shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and the Holder even if all or part of the Senior Indebtedness or the security interests securing the Senior Indebtedness are subordinated, set aside, avoided or disallowed in connection with any such proceeding, and the Note (including this Section 8) shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder.

(f) Further Assurances. The Holder will, at the Borrower’s expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or appropriate, or that any Senior Creditor may reasonably request, in order to protect any right or interest granted or purported to be granted by this Section 8 or to enable the Senior Creditors to exercise and enforce their rights and remedies hereunder.

(g) Reliance by Senior Creditors. Each Senior Creditor as holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, is an intended third party beneficiary of this Section 8, shall be deemed to have acquired the Senior Indebtedness in reliance upon the provisions of this Section 8, and shall be entitled to enforce this Section 8 as though a party hereto.

(h) Notwithstanding any provision to the contrary in this Section 8, the Borrower shall be permitted to pay, and the Holder shall be entitled to receive, the Payment Amount in the form of Exchange Shares (and any accompanying fractional share payment in cash pursuant to Section 7(b) or payment of accrued interest in cash pursuant to Section 7(c)(i)) and such payments shall not be subject to the terms of this Section 8.

9. Definitions.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banks in New York, New York are required to be closed.

“Borrower Change of Control” means, at any time, the occurrence of any of the following: (i) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other than any Existing Beneficial Owner) shall have obtained beneficial ownership of 50% or more of the economic and voting interests in the capital stock of the Borrower; (ii) if the Borrower shall cease to beneficially own and control (directly or indirectly) 80% of the economic and voting interest of First Allied and its Subsidiaries; or (iii) the sale of all or substantially all of the assets of the Borrower and its Subsidiaries.

“Continuing Public Company Directors” means (i) the directors of the Public Company on the date of the pricing of the Initial Public Offering, or (ii) each other director of the Public Company if such director’s election or nomination for election to the Public Company’s board of directors is approved by (x) a majority of the directors referred to in the preceding clause (i), or (y) any Existing Beneficial Owners.

“Direct Investment Program” means any investment program that provides for flow-through tax treatment under U.S. federal income tax law, including, but not limited to, real estate investment trusts and other types of real estate programs, business development companies, equipment leasing programs and oil and gas programs.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Payment Date” means the date upon which the Borrower delivers the Payment Amount to the Holder in accordance with Section 7(c).

“Exchange Price” means, the product of (i) subject to adjustment in accordance with Section 7(f), the price per share at which the Exchange Shares were sold in the Initial Public Offering (before the payment of underwriting discounts and commissions and of offering expenses) and (ii) 1.15.

“Exchange Share Delivery Failure” means the failure, for any reason, by the Borrower to deliver the Exchange Shares to the Holder on or prior to the date on which the Exchange Delivery Date is required to occur under, and subject to the terms of, Section 7(c).

“Exchange Shares” means shares of Public Company’s common stock that are listed on the principal securities exchange or securities market on which the common stock of the Public Company is traded.

“Existing Beneficial Owner” means any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) who (a) is (directly or indirectly) a beneficial owner of the Borrower as of the Closing Date, or (b) is or becomes an Affiliate of a person or group referred to in clause (a).

“First Allied” means First Allied Holdings Inc., a Delaware corporation.

“Outstanding Amount” means, as of any determination date, the Principal Amount and accrued and unpaid interest on this Note, as such amount may be reduced pursuant to Section 15.

“Payment Amount” means the greater of (i) the Outstanding Amount as of the Exchange Payment Date or Prepayment Date, as applicable, or (ii) the VWAP (determined as of the Exchange Notice Date or Prepayment Notice Date, as applicable) multiplied by that number of Exchange Shares as equals the quotient of the Outstanding Amount as of the Exchange Payment Date or Prepayment Date, as applicable, divided by the Exchange Price.

“Principal Market” means the principal securities exchange or securities market on which the Exchange Shares are then traded.

“Public Company” means any corporation that (i) is an Affiliate of the Borrower, (ii) has a class of common equity securities registered under Section 12(b) of the Exchange Act, (iii) is not a Direct Investment Program, and (iv) is not a company organized for the purpose of making investments in real estate assets, or securities or debt involving real estate assets.

“Public Company Change of Control” means, at any time, the occurrence of any of the following: (a) the Borrower and the Existing Beneficial Owners shall collectively cease to beneficially own (directly or indirectly) at least 50% of the voting stock of the Public Company; (b) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (other than any Existing Beneficial Owner), (i) becomes the owner, directly or indirectly, of 50% or more of the voting stock of the Public Company or, in the context of a consolidation, merger or other corporate reorganization in which the Public Company is not the surviving entity, 50% or more of the voting stock generally entitled to elect the board of directors of such surviving entity (or in the case of a triangular merger, of the parent entity of such surviving entity), calculated on a fully-diluted basis; or (ii) has obtained the power (whether or not exercised) to elect a majority of the board of the directors of the Public Company or the board of directors (or equivalent governing body) of any of the Public Company’s successors; (c) the board of the directors of the Public Company or the board of directors (or equivalent governing body) of any of the Public Company’s successors shall cease to consist of a majority of Continuing Public Company Directors; (d) the sale of all or substantially all of the assets of the Public Company and its Subsidiaries on a consolidated basis.

“Quarterly Payment Date” shall mean March 31, June 30, September 30 and December 31 of each year, or if such day is not a Business Day, the first Business Day following such date, with the first such date commencing [●], 2013.

“Senior Creditors” means the agent, the lenders, the holders, and/or other similar creditor entities to which the Borrower or any of Borrower’s Subsidiaries have any obligation under any Senior Debt Document; provided, however, that in no event shall an Affiliate of the Borrower be a Senior Creditor hereunder.

“Senior Debt Document” means any credit, loan, indenture or similar agreements, documents or instruments evidencing debt for borrowed money incurred by the Borrower or any of Borrower’s Subsidiaries in favor of the Senior Creditors, as the same may be amended, restated, modified, renewed, supplemented, refunded, replaced (whether upon or after termination or otherwise) or refinanced from time to time.

“Senior Event of Default” means an Event of Default, as such term is defined in the respective Senior Debt Document.

“Senior Indebtedness” means all current and hereafter arising liabilities and other obligations of the Borrower or any of Borrower’s Subsidiaries in favor of the Senior Creditors under or in connection with any Senior Debt Document and, including without limitation all obligations to pay principal of and interest on the loans made pursuant to any Senior Debt Document (whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for post-petition interest is allowed in any such proceeding).

“Subordinated Indebtedness” means the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, and any other amounts payable by the Borrower under this Note.

“Surrender of this Note” means the process of surrendering this Note by the Holder as set forth in Section 12.

“Trading Day” means any day on which the Exchange Shares are traded on the Principal Market; provided, however, that “Trading Day” shall not include any day on which the Exchange Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Exchange Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Borrower and the Stockholders’ Representative.

“VWAP” means, as of any date of determination, the volume-weighted average price of the Exchange Shares during the 15 consecutive Trading Day period ending on the Trading Day immediately preceding such date, calculated, for each such Trading Day, by dividing the aggregate value of the Exchange Shares traded on the Principal Market during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of the Exchange Shares traded on the Principal Market for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one Exchange Share on such Trading Day as determined by the Designated Accounting Firm.

10. Note Not Negotiable. Except as set forth in Section 3(c), this Note and all rights hereunder are not negotiable, in whole or in part, and are subject to transfer and other similar restrictions set forth in this Note, the Merger Agreement, the Pledge Agreement and the Noteholders Agreement.

11. Amendment and Waiver. The provisions of this Note may be modified, amended or waived, and the Borrower may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only in the manner set forth in the Noteholders Agreement.

12. Surrender of Note. In connection with (a) any payment by the Borrower in full of the Outstanding Amount in accordance with the terms of this Note, or (b) the exchange of this Note into Exchange Shares pursuant to Section 2(b) or Section 7, the Holder shall be required in advance of such action to surrender to the Borrower this Note for cancellation, or, if this Note has been lost, stolen or destroyed, the Holder shall be required to deliver a duly executed affidavit of loss and indemnity relating to such lost, stolen or destroyed Note in a form reasonably satisfactory to the Borrower in advance of such action, and such affidavit of loss and indemnity shall be deemed a surrender of this Note.

13. GOVERNING LAW; JURISDICTION; WAIVER OF JURY. This NOTE and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this NOTE or the negotiation, execution or performance of this NOTE (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this NOTE or as an inducement to enter into this NOTE), shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. THE DELAWARE COURT OF CHANCERY SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS NOTE AND THE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURT; provided, however, that if the Delaware Court of Chancery determines that it does not have jurisdiction, the parties consent to and agree to submit to the exclusive jurisdiction of the state or Federal courts located within the State of Delaware. EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS SUBSIDIARIES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14. Maximum Legal Rate. If at any time an interest rate applicable hereunder exceeds the maximum rate permitted by law for the type of indebtedness and holder of such indebtedness evidenced by this Note, such rate shall be reduced to the maximum rate so permitted by law.

15. Offset. Subject to the terms, conditions and limitations set forth in the Merger Agreement and the Pledge Agreement, the Borrower may offset any amounts payable under this Note against any payment, reimbursement or indemnification obligation of the Holder due to the Borrower or the other Parent Indemnified Parties under the Merger Agreement. Any such offset shall be applied first to accrued and unpaid interest and thereafter to the Principal Amount. Neither the exercise of nor the failure to exercise such right of offset will limit the Borrower in any manner in the enforcement of any other remedies that may be available to it. Other than as set forth in this Section 15, the Borrower’s obligations under this Note are absolute and unconditional and shall not be subject to any offset, alleged breach, counterclaim or recoupment for any reason.

16. Preferential Payment. The Borrower agrees that to the extent that the Borrower or any person making payment on behalf of the Borrower makes any payment to the Holder in connection with the indebtedness evidenced by this Note, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holder or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then the indebtedness of the Borrower under this Note shall continue or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the Holder, the indebtedness evidenced by this Note or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made.

17. Miscellaneous.

(a) The Borrower hereby waives presentment, demand, protest, notice of dishonor, diligence and all other notices, any release or discharge arising from any extension of time, discharge of a prior party, or other cause of release or discharge other than actual payment in full hereof.

(b) The Holder shall not be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. No delay or omission of the Holder to exercise any right, whether before or after an Event of Default hereunder, shall impair any such right or shall be construed to be a waiver of any right or an Event of Default, and the acceptance at any time by the Holder of any past-due amount shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable.

(c) Time is of the essence hereof. Upon any Event Default hereunder, pursuant to the Noteholders Agreement, and subject to Section 8 hereof, the Noteholders’ Representative may, on behalf of all of the holders of the Notes, exercise all rights and remedies provided for herein and by law or equity, including, but not limited to, the right to immediate repayment of this Note in full.

(d) Subject to the Noteholders Agreement, the remedies of the Holder as provided herein, or in law or in equity, or any of them, shall be cumulative and concurrent, and may be pursued singularly, successively or together at the Holder’s sole discretion, and may be exercised as often as occasion therefor shall occur.

(e) It is expressly agreed that if, after an Event of Default, this Note is referred to any attorney or if suit is brought to collect or interpret this Note or any part hereof, or to enforce or protect any rights conferred upon the Holder by this Note or any other document evidencing or securing this Note, and a court of competent jurisdiction enters a final, non-appealable judgment, then the non-prevailing party shall indemnify the prevailing party for all reasonable costs, including reasonable attorneys’ fees, incurred by the prevailing party in connection therewith.

(f) By receipt of this Note, the Holder agrees to be bound by the Noteholders Agreement.

18. Notices. All notices, requests, demands, approvals, consents, waivers and other communications required or permitted to be given under this Note shall be in writing and shall be (a) delivered personally, (b) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, (c) sent by next-day or overnight mail or delivery, or (d) sent by facsimile transmission (provided, however, that the original copy thereof also is sent by one of the other means specified above in this Section 18):

If to the Borrower, to:

RCAP Holdings, LLC
405 Park Avenue, 15^th Floor
New York, NY 10022
Facsimile No.: (212) 421-5799
Attention: Ryan Tooley, Esq.

with a copy to (which will not constitute notice to the Borrower):

Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Fax: (212) 969-2900
Attention:      Peter M. Fass

James P. Gerkis

If to the Holder, to:

[NAME]
[ADDRESS]
[FAX]

with a copy to the Noteholders’ Representative, to:

Lovell Minnick Partners LLC
Radnor Financial Center
150 N. Radnor Chester Road, Suite A200
Radnor, PA 19087
Fax: (610) 995-9680
Attention: General Counsel

or to such other Person or address as any party shall specify by such notice in writing to the other parties in accordance with this Section 18. Each Notice shall be deemed effective and given upon actual receipt or refusal of receipt.

* * * * *

IN WITNESS WHEREOF, the Borrower has executed and delivered this Note on the date first written above.

RCAP HOLDINGS, LLC

By: _______________________________

Name:

Title:

AGREED TO ACCEPTED AS OF THE DATE
FIRST WRITTEN ABOVE

[NOTEHOLDER]

By: _______________________________

Name:

Title:

Exhibit 7

Execution Version

Luxor Capital Group, LP

1114 Avenue of the Americas

New York, NY 10036

January 16, 2014

Ladies and Gentlemen:

Reference is made to that certain Commitment Letter, dated the date hereof, from Luxor Capital Group, LP (together with its affiliates and its subsidiaries, the “Investor”) to RCS Capital Corporation (the “Issuer”) (the “Commitment Letter”). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Commitment Letter.

Each of the undersigned, in its or his individual capacity, and the Investor expressly acknowledges and agrees that the completion of the transactions set forth in this letter agreement, while an inducement to the Investor to enter into the Commitment Letter, shall not be conditions precedent to the Investor’s commitment to its Investment.

1. Corporate Restructuring. Each of the undersigned agrees that it is in the best interest of the Issuer to have the Issuer’s board of directors approve the (i) contribution by RCAP Holdings, LLC (“Holdings”) of its equity interest in First Allied Holdings Inc. (“First Allied”), at a price not to exceed Holdings’ original cost basis plus any carrying valuation associated with Holdings’ equity bridge (the “Carrying Valuation”), such Carrying Valuation to be negotiated between Holdings and a special committee of the independent directors of the Issuer established on January 12, 2014, and (ii) exchange by Holdings of substantially all of its membership interests in Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC and any other subsidiary to the Issuer (such that Holdings has no substantial interest in any entity in which the Issuer has an interest) solely in exchange for shares of common stock of the Issuer representing not more than 90.6% of the economic rights of the Issuer (in each case, before taking into account any other transactions contemplated by the Issuer) and the concurrent cancellation of substantially all of the Issuer’s Class B common stock owned by Holdings (alongside the retention by Holdings or its members of voting rights similar to those to which Class B common stock is entitled in the form of a nominal amount Class B common stock or a substitute class of common stock thereto), in each case, on terms consistent with the Issuer’s certificate of incorporation (the “Charter”) and the Exchange Agreement, dated June 10, 2013, between the Issuer and Holdings (the “Exchange Agreement”) entered into by the Issuer and Holdings and related documents and instruments, including with respect to tax matters resulting therefrom (in each case such transactions shall be in compliance with applicable law and the NYSE Listed Company Manual and is known collectively as the “Corporate Restructuring”).

Accordingly, on January 12, 2014, the Issuer’s board of directors approved the Corporate Restructuring, including authorizing its Executive Committee to execute, deliver and perform any instruments, certificates and documents pursuant to or in connection with such Corporate Restructuring, together with such additions, deletions or changes (including, without limitation, any additions, deletions or changes to any schedules or exhibits thereto) to any of the foregoing, including, without limitation, and to the extent required by the Issuer’s Charter, by-laws or applicable law (including the NYSE Listed Company Manual), any amendment of the Issuer’s Charter, by-laws or material agreements, obtaining any shareholder approval of any matters required by the Corporate Restructuring, and obtaining any regulatory approvals required by the Corporate Restructuring, in each case, subject to and in accordance with, the necessary and appropriate tax planning of the Issuer and Holdings.

The parties hereto agree to use reasonable best efforts to implement, and to cause the Issuer to implement, the Corporate Restructuring substantially as described above and subject to the conditions described above. Should any of the aforementioned conditions necessitate a material modification to the Corporate Restructuring, the undersigned shall be required to obtain the consent of the Investor, such consent not to be unreasonably withheld, conditioned or delayed in order to effectuate such modifications.

Notwithstanding anything to the contrary herein, the Issuer shall not be required to seek a separate class vote of only the Class A stockholders in connection with the Corporate Restructuring prior to the closing of the Merger.

Anti-Dilution Restructuring. In connection with the Corporate Restructuring, the parties hereto desire to transition the anti-dilution provisions of the Issuer’s Class B common stock (the “Anti-Dilution Restructuring”). Accordingly, the parties hereto agree to use reasonable best efforts to cause the Issuer, subject to the approval of its board of directors or independent directors, as applicable, or pursuant to a vote of the Issuer’s stockholders, to amend the rights of the Class B common stock (or a substitute class of common stock thereto) with respect to the anti-dilution provisions appurtenant thereto, so that beginning 24 months after the consummation of the Corporate Restructuring, the Issuer shall have the right to redeem, subject to obtaining the affirmative vote of all outstanding common stock (other than any outstanding Class B common stock or any substitute class of common stock), Holdings’ (or its members’) beneficial ownership of any outstanding Class B common stock (or a substitute class of common stock thereto), (i) if at the time of election the closing price of the Issuer’s common stock is equal to or less than $30 per share (as appropriately adjusted for any stock splits, stock dividends or other similar transactions), $50 million payable in cash, or (ii) if at the time of election, the closing price of the Issuer’s common stock is greater than $30 per share (as adjusted), $50 million plus a prorated incremental amount, each payable in cash. Should any of the aforementioned conditions necessitate a material modification to the restructuring of the anti-dilution provisions Class B common stock (or a substitute class of common stock thereto), the undersigned shall be required to obtain the consent of the Investor, such consent not to be unreasonably withheld, conditioned or delayed in order to effectuate such modifications.

2. Informational Barriers; Best Practices. On January 12, 2014, the Issuer’s board of directors authorized the evaluation and implementation of applicable information barriers with respect to its wholesale and retail businesses consistent with best industry practices (the “Informational Barriers”). The parties hereto, in consultation with the Issuer’s advisors, agree to use commercially reasonable efforts to implement the Informational Barriers on or prior to the consummation of the Corporate Restructuring. Subject to the provisions set forth herein, Holdings and the undersigned shall each cause Issuer to amend its Charter and by-laws to conform with best practices in accordance with the ISS Governance QuickScore guidelines (the “Governance Amendments”).

3. Further Assurances. If, at any time from and after the date of hereof, any further action is necessary to carry out the intents and purposes of this letter agreement, each of the undersigned, shall promptly use its reasonable best efforts to take or cause to be taken any and all such necessary actions in accordance with, and subject to, the terms of this letter agreement, as applicable (including, without limitation, voting any shares or membership interests in Issuer, Holdings and/or Management Co owned by the undersigned and, subject to compliance with applicable law (including, without limitation, applicable federal securities laws) causing any applicable entity (the approval of which is necessary in order to carry out the intents and purposes of this letter agreement) to hold an annual or special meeting of any governing body or equity holders necessary to effect such approval).

4. Transfer Limitations. None of the undersigned who are individuals (the “Existing Members”) may Transfer all or any portion of his interests in Holdings. Notwithstanding the forgoing, any Existing Member may, directly or indirectly Transfer his interest in Holdings (i) to one or more of the other Existing Members or (ii) for estate planning purposes (provided such transferee agrees to comply with the transfer restrictions set forth in this Section 4 and provided Investor consents to such Transfer, which consent shall not be unreasonably withheld, conditioned, or delayed).

“Transfer” means, whether directly, indirectly, constructively or synthetically and whether voluntarily or by operation of law, judicial process or otherwise, any transfer, sale, distribution, assignment, conveyance, incurrence of any Lien or other disposition thereof, or grant of any right, option, profit participation or interest therein, or other conveyance of legal or beneficial interest therein including rights to vote or to receive dividends, distributions or other income with respect thereto, or any other action, arrangement or position otherwise reducing risk related to ownership thereof through hedging or other derivative instruments, or any agreement or commitment to do any of the foregoing; and

“Lien” means, any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any governmental authority, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing.

5. Termination. Notwithstanding anything in the Commitment Letter to the contrary, this Letter Agreement shall terminate upon the earliest of (i) the termination of the Commitment Letter, (ii) the termination of the Merger (as defined in the Commitment Letter), (iii) three years after the date of this Agreement and (iv) the consummation of the Corporate Restructuring in all material respects.

[Remainder of page intentionally left blank]

If the foregoing correctly sets forth out understanding, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof.

Very truly yours,

/s/ Nicholas S. Schorsch         

Nicholas S. Schorsch

/s/ William M. Kahane             

William M. Kahane

/s/ Edward M. Weil, Jr.            

Edward M. Weil, Jr.

/s/ Peter M. Budko                   

Peter M. Budko

/s/ Brian S. Block                      

Brian S. Block

ACKNOWLEDGED AND AGREED:

LUXOR CAPITAL GROUP, LP

By: /s/ Norris Nissim               

Name: Norris Nissim

Title:   General Counsel

Signature Page to the Letter Agreement

RCAP HOLDINGS, LLC

By: /s/ Nicholas S. Schorsch                
Name: Nicholas S. Schorsch
Title:   Managing Member

Signature Page to the Letter Agreement

Exhibit 11

RCS CAPITAL CORPORATION

(a Delaware corporation)

24,000,000 Shares of Class A Common Stock

UNDERWRITING AGREEMENT

Dated: June 4, 2014

RCS CAPITAL CORPORATION
(a Delaware corporation)
24,000,000 Shares of Class A Common Stock

UNDERWRITING AGREEMENT

June 4, 2014

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Barclays Capital Inc.

as Representatives of the several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park
New York, New York 10036

c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

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 Shareholder to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,600,000 additional shares of Common Stock. The aforesaid 24,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 3,600,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company and the Selling Shareholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-193925), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).

As used in this Agreement:

“Applicable Time” means 9:00 A.M., New York City time, on June 5, 2014 or such other time as agreed by the Company, Merrill Lynch and Barclays.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on Schedule C-1 hereto, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being specified in Schedule C-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933 Act.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the 1933 Act.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Section 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i) Registration Statement and Prospectuses. Each of the Registration Statement and any post-effective amendment thereto, if any, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The most recent preliminary prospectus that is distributed to investors prior to the Applicable Time, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, if any, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any individual Issuer Limited Use Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting (Conflicts of Interest)–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting (Conflicts of Interest)–Price Stabilization, Short Positions” (insofar as such statements relate to the amount of selling concession and reallowance or to over-allotment and stabilization activities that may be undertaken by the Underwriters) and the information under the heading “Underwriting (Conflicts of Interest)–Electronic Distribution” in each case contained in the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time (or any amendment or supplement thereto) (collectively, the “Underwriter Information”).

(iii) Offering Materials Furnished to Underwriters. The Company has delivered to the Representatives a complete copy of the Registration Statement, each amendment thereto and any Rule 462(b) Registration Statement and of each opinion, consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement, each amendment thereto and any Rule 462(b) Registration Statement (without exhibits) and each preliminary prospectus, the General Disclosure Package, the Prospectus, as amended or supplemented, and any free writing prospectus reviewed and consented to by the Representatives, in such quantities and at such places as the Representatives have reasonably requested for each of the Underwriters.

(iv) Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of (A) the expiration or termination of the option granted to the several Underwriters in Section 2 hereof and (B) the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than any preliminary prospectus, the General Disclosure Package, the Prospectus, any free writing prospectus reviewed and consented to by the Representatives or the Registration Statement, except to the extent required to be distributed pursuant to Section 3(b).

(v) Issuer Free Writing Prospectuses. Except as set forth therein, no Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

(vi) Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communication and (B) has not authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

(vii) Company Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(viii) Emerging Growth Company Status. From the time of the initial filing of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”).

(ix) Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Accounting Oversight Board.

(x) Financial Statements; Non-GAAP Financial Measures. The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto, the 1934 Act or the 1934 Act Regulations.

(xi) No Material Adverse Change in Business. Except as otherwise stated in the Registration Statement, the General Disclosure Package or the Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(xii) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(xiii) Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities of each Subsidiary have been duly authorized and validly issued, were fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding equity securities of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company are listed on Exhibit 21 to the Registration Statement.

(xiv) Capitalization. The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Historical” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, stock purchase programs or employee benefit plans referred to in the Registration Statement, the General Disclosure Package or the Prospectus or pursuant to the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for Common Stock referred to in the Registration Statement, the General Disclosure Package or the Prospectus). The outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, were issued in violation of the preemptive or other similar rights of any securityholder of the Company.

(xv) Stock Exchange Listing. The Securities are registered pursuant to Section 12(b) of the 1934 Act and are listed on the New York Stock Exchange, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the 1934 Act or delisting the Securities from the New York Stock Exchange, nor has the Company received any notification that the Commission or New York Stock Exchange is contemplating terminating such registration or listing.

(xvi) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles regardless of whether considered in a proceeding in equity or at law.

(xvii) Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason of being such a holder.

(xviii) Registration Rights. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement.

(xix) Absence of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xx) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, which, in either case, would result in a Material Adverse Effect.

(xxi) ERISA Compliance. Except as otherwise disclosed in the Registration Statement, General Disclosure Package or Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance with ERISA, except as would not, individually or in the aggregate, result in a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee pension benefit plan” (as defined under ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee pension benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee pension benefit plan,” (ii) Sections 412, 4971 or 4975 of the Code, or (iii) Section 4980B of the Code as a result of a failure to comply with such section. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, each “employee pension benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(xxii) Absence of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not result in a Material Adverse Effect.

(xxiii) Accuracy of Exhibits. There are no contracts or documents which are required under the 1933 Act or the 1933 Act Regulations to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(xxiv) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(xxv) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxvi) Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(xxvii) Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xxviii) Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health (with respect to exposure to chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”)), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxix) Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that: (I) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared; (II) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (III) are effective in all material respects to perform the functions for which they were established. The Company is not aware of (x) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

(xxx) Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) applicable to the Company, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(xxxi) Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The United States federal income tax returns of the Company through the fiscal year ended December 31, 2013 have been settled and no assessment in connection therewith has been made against the Company. The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

(xxxii) Insurance. The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(xxxiii) Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxxiv) Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of Regulation M under the 1934 Act.

(xxxv) Foreign Corrupt Practices Act. None of the Company, any of its subsidiaries and, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxvi) Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xxxvii) OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(xxxviii) Lending Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xxxix) Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described in the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time, the General Disclosure Package or the Prospectus which have not been described as required in all material respects. The General Disclosure Package contains in all material respects the same description of the matters set forth in the preceding sentence contained in the Prospectus. Neither the Company nor any of its subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company and/or such subsidiary except for such extensions of credit as are permitted by Section 13(k) of the 1934 Act.

(xl) FINRA Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, and to the knowledge of the Company, its officers and directors in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rule 5110, 5121 or 5190 is true, complete and correct in all material respects.

(xli) Parties to Lock-Up Agreements. Schedule D hereto contains a true, complete and correct list of all directors and executive officers of the Company and other persons required to be bound by a lock-up agreement.

(xlii) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus.

(xliii) Certain Registrations; Investment Advisers Act. The Company is not required to be registered, licensed or qualified as an investment adviser, a broker-dealer, a commodity trading advisor, a commodity pool operator or a futures commission merchant. Each of the Company’s subsidiaries that is required to be registered, licensed or qualified as an investment adviser, a broker-dealer, a commodity trading advisor, a commodity pool operator or a futures commission merchant is so registered, licensed or qualified in each jurisdiction where the conduct of its business requires such registration, license or qualification (and such registration, license or qualification is in full force and effect), and is in compliance with all applicable laws and regulations requiring any such registration, licensing or qualification, except where the failure to be so registered, licensed, qualified or in compliance would not, individually or in the aggregate, result in a Material Adverse Effect. Each of the Company’s subsidiaries that is required to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), has adopted a written compliance program reasonably designed to ensure compliance with the Advisers Act and has appointed a chief compliance officer, except where the failure to do so would not, individually or in the aggregate, result in a Material Adverse Effect.

(xliv) Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that (i) the Company believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources, or (ii) represent the Company’s good faith estimates that are made on the basis of data derived from such sources.

(xlv) Dividend Restrictions. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, no subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary, except as may be prohibited or restricted by law.

(xlvi) Brokers. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(b) Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

(i) Accurate Disclosure. Neither the General Disclosure Package nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this sentence applies only to statements or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Selling Shareholder to the Company or the Representatives expressly for use in the Registration Statement, the General Disclosure Package or the Prospectus or any amendments or supplements thereto (the “Selling Shareholder Information”). The Selling Shareholder is not prompted to sell the Securities to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus.

(ii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.

(iii) Noncontravention. The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject (except for such conflicts, breaches, defaults or taxes, liens, charges or encumbrances that would not, singly or in the aggregate, result in a material adverse effect on the consummation of the transactions contemplated hereby), nor will such action result in any violation of (A) the provisions of the charter or by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties, except in the case of clause (B) for such violations that would not, singly or in the aggregate, result in a material adverse effect on the consummation of the transactions contemplated hereby.

(iv) Valid Title. The Selling Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

(v) Delivery of Securities. Upon payment of the purchase price for the Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Securities is unnecessary because such Securities are already in possession of Cede or such nominee), registration of such Securities in the name of Cede or such other nominee (unless registration of such Securities is unnecessary because such Securities are already registered in the name of Cede or such nominee), and the crediting of such Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Securities), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Securities and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held by DTC or such securities intermediary.

(vi) Absence of Manipulation. The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(vii) Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA.

(viii) No Registration or Other Similar Rights. The Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement.

(ix) No Free Writing Prospectuses. The Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Securities.

(x) No Association with FINRA. Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA.

(c) Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

Section 2. Sale and Delivery to Underwriters; Closing.

(a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of the Company or the Selling Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 3,600,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of certificates or book entry credits for, the Initial Securities shall be made at the offices of Cahill Gordon & Reindel LLP, or at such other place as shall be agreed upon by the Representatives and the Company and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company and the Selling Shareholder, on each Date of Delivery as specified in the notice from Merrill Lynch to the Company and the Selling Shareholder.

Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or book entry credits for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The Initial Securities and any Option Securities shall be delivered by or on behalf of the Company or the Selling Shareholder, as applicable, to the Representatives, through the facilities of The Depository Trust Company, for the account of the several Underwriters. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (New York time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

Section 3. Covenants of the Company and the Selling Shareholder. The Company covenants (and, solely with respect to Section 3(k), the Selling Shareholder also covenants) with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(h) Listing. The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the New York Stock Exchange.

(i) Restriction on Sale of Securities. During a period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch and Barclays, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issuable by the Company (1) upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package or the Prospectus or (2) in connection with the LTIP Units referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (C) any shares of Common Stock issued or options or warrants to purchase Common Stock granted pursuant to existing benefit plans or stock purchase programs of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (E) any Common Stock, securities exercisable or convertible into, or exchangeable for, Common Stock, and derivative securities with respect to which Common Stock is a reference security, in each case in connection with (1) any of the “pending acquisitions” referred to in the Registration Statement, the General Disclosure Package or the Prospectus, or (2) any acquisition of or merger or consolidation with a nonaffiliated entity by the Company or any of its affiliates where the Company or such affiliate is the acquiring or surviving entity involving less than 10% of the total outstanding shares of Common Stock immediately following the Closing Time, (F) any shares of Common Stock issuable in exchange of one Class B Unit owned by the Selling Shareholder in each of Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC, or (G) any Common Stock or securities exercisable or convertible into, or exchangeable for, Common Stock issuable in connection with any financing transactions (1) involving Luxor Capital Group, LP or any of its affiliates referred to in the Registration Statement, the General Disclosure Package or the Prospectus, in each case, as described under the heading “The Recent and Pending Acquisitions – The Cetera Financings – The Luxor Financings,” or (2) involving less than 10% of the total outstanding shares of Common Stock immediately following the Closing Time. The first sentence of this Section 3(i) also shall not to the filing of any registration statement under the 1933 Act in respect of any of the securities referred to in clauses (A) through (G), inclusive, of the next preceding sentence.

(j) Reporting Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the 1933 Act.

(k) Issuer Free Writing Prospectuses. Each of the Company and the Selling Shareholder agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule C-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Each of the Company and the Selling Shareholder represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(l) Emerging Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act and (ii) completion of the 90-day restricted period referred to in Section 3(i).

Section 4. Payment of Expenses.

(a) Expenses. The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half the cost of any aircraft chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange, and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).

(b) Expenses of the Selling Shareholder. The Selling Shareholder will pay all expenses incident to the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of its counsel and other advisors.

(c) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or 9(a)(iii), Section 10 or Section 11 hereof, the Company shall reimburse the Underwriters (or, in connection with a termination pursuant to Section 10, the non-defaulting Underwriters) for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

(d) Allocation of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may make as between themselves for the sharing of such costs and expenses.

Section 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Selling Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of the Selling Shareholder delivered pursuant to the provisions hereof, (ii) the performance by the Company and the Selling Shareholder of their respective covenants and other obligations hereunder, and (iii) the following further conditions:

(a) Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company, contemplated; and the Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

(b) Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and a “negative assurances” letter, dated the Closing Time, of Proskauer Rose LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(c) Opinion of Counsel for the Selling Shareholder. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Proskauer Rose LLP, counsel for the Selling Shareholder, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(d) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Cahill Gordon & Reindel LLP, counsel for the Underwriters, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

(e) Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer or the President of the Company and of the chief financial or chief accounting officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

(f) Certificate of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

(g) Accountants’ Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from each of (i) WeiserMazars LLP, accountants for the Company, (ii) Deloitte & Touche LLP, accountants for Cetera Financial Holdings, Inc. (“Cetera”), (iii) BDO USA, LLP, accountants for First Allied Holdings Inc. (“First Allied”), (iv) BDO USA, LLP, accountants for Hatteras Investment Partners LLC (“Hatteras”), (v) Moore Stephens Lovelace, P.A., accountants for Summit Financial Services Group, Inc. (“Summit”), (vi) Mike Rubio, CPA, accountants for J.P. Turner & Company, LLC (“JP Turner”), (vii) Deloitte & Touche LLP, accountants for Tower Square Securities, Inc. (“Tower Square”), and (viii) Deloitte & Touche LLP, accountants for Walnut Street Securities, Inc. (“Walnut Street”), a letter, dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus. At the time of the execution of this Agreement, the Representatives shall have received from Marcum LLP, accountants for Investors Capital Holdings, Ltd. (“ICH”), an agreed-upon procedures letter relating to historical financial information included in the pro forma financial statements contained in the Registration Statement, the General Disclosure Package and the Prospectus, relative to ICH.

(h) Bring-down Comfort Letter. At the Closing Time, the Representatives shall have received from each of (i) WeiserMazars LLP, accountants for the Company, (ii) Deloitte & Touche LLP, accountants for Cetera, (iii) BDO USA, LLP, accountants for First Allied, (iv) BDO USA, LLP, accountants for Hatteras, (v) Moore Stephens Lovelace, P.A., accountants for Summit, (vi) Mike Rubio, CPA, accountants for JP Turner, (vii) Deloitte & Touche LLP, accountants for Tower Square, and (viii) Deloitte & Touche LLP, accountants for Walnut Street, a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. At the Closing Time, the Representatives shall have received from Marcum LLP, accountants for ICH, a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(i) Approval of Listing. At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

(j) No Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

(k) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule D hereto.

(l) Maintenance of Rating. Since the execution of this Agreement, there shall not have been any decrease in or withdrawal of the rating of any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act) or any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(m) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholder contained herein and the statements in any certificates furnished by the Company, any of its subsidiaries and the Selling Shareholder hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers’ Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

(ii) Certificate of Selling Shareholder. A certificate, dated such Date of Delivery, of the Selling Shareholder confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and a “negative assurances” letter of Proskauer Rose LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iv) Opinion of Counsel for the Selling Shareholder. If requested by the Representatives, the favorable opinion of Proskauer Rose LLP, counsel for the Selling Shareholder, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(v) Opinion of Counsel for Underwriters. If requested by the Representatives, the favorable opinion of Cahill Gordon & Reindel LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(vi) Bring-down Comfort Letter. If requested by the Representatives, a letter from each of (i) WeiserMazars LLP, accountants for the Company, (ii) Deloitte & Touche LLP, accountants for Cetera, (iii) BDO USA, LLP, accountants for First Allied, (iv) BDO USA, LLP, accountants for Hatteras, (v) Marcum LLP, accountants for ICH, (vi) Moore Stephens Lovelace, P.A., accountants for Summit, (vii) Mike Rubio, CPA, accountants for JP Turner, (viii) Deloitte & Touche LLP, accountants for Tower Square, and (ix) Deloitte & Touche LLP, accountants for Walnut Street, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(g) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(n) Additional Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholder in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(o) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company and the Selling Shareholder at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 15, 16 and 17 shall survive any such termination and remain in full force and effect.

(p) CFO Certificate. On or prior to the Closing Date, the Company shall have furnished to the Representatives a Chief Financial Officer’s Certificate relating to Validus/Strategic Capital Partners, LLC substantially in the form of Exhibit B hereto.

Section 6. Indemnification.

(a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the marketing materials relating to the Securities, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) so long as such marketing materials were provided to investors by, or with the prior written approval of, the Company, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except to the extent otherwise provided elsewhere in this Section 6;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that the same is not paid under (i) above; provided that (subject to Section 6(e) below) any such settlement is effected with the prior written consent of the Company and the Selling Shareholder, in each case except to the extent otherwise provided elsewhere in this Section 6; and

(iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by Merrill Lynch and Barclays), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, in each case except to the extent otherwise provided elsewhere in this Section 6;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification of Underwriters by Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided that the Selling Shareholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained or has been made in the Registration Statement, any preliminary prospectus, the marketing materials relating to the Securities, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Shareholder Information; provided, further, that the liability under this subsection of the Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Shareholder from the sale of Securities sold by the Selling Shareholder hereunder.

(c) Indemnification of Company, Directors and Officers and Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading, made in reliance upon and in conformity with the Underwriter Information.

(d) Actions against Parties; Notification. Each indemnified party shall give notice in writing as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not actually prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. If any such action shall be brought or asserted against an indemnified party and it shall have notified the indemnifying party thereof, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party (who shall not, without the consent of the indemnified party, be counsel to the indemnifying party) to represent the indemnified party in such action and shall pay the fees and expenses of such counsel related to such action, as incurred. In any such action, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such action (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault or culpability by or on behalf of any indemnified party.

(e) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel in accordance with the provisions of this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(f) Other Agreements with Respect to Indemnification. The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification.

Section 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholder, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholder, on the one hand, and the total underwriting discounts and commissions received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholder or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Selling Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts or commissions applicable to the Securities purchased by such Underwriter hereunder.

Notwithstanding the provisions of this Section 7, the Selling Shareholder shall not be required to contribute any amount, taken together with any amount paid by the Selling Shareholder pursuant to Section 6, in excess of the aggregate gross proceeds, after deducting underwriting discounts and commissions but before deducting expenses, received by the Selling Shareholder from the sale of Securities sold by the Selling Shareholder hereunder. The Selling Shareholder’s obligation to contribute as provided in this Section 7 is several in proportion to such gross proceeds received by the Selling Shareholder from the sale of the Securities under this Agreement and not joint.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Selling Shareholder, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

The provisions of this Section shall not affect any agreement among the Company and the Selling Shareholder with respect to contribution.

Section 8. Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Company or any person controlling the Selling Shareholder and (ii) delivery of and payment for the Securities.

Section 9. Termination of Agreement.

(a) Termination. The Representatives may terminate this Agreement, by notice to the Company and the Selling Shareholder, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or (iv) if trading generally on the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 15, 16 and 17 shall survive such termination and remain in full force and effect.

Section 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Section 11. Default by the Selling Shareholder or the Company. a) If the Selling Shareholder shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company, either (i) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (ii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default.

In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone the Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required change in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

(b) If the Company shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Section 12. Notices. All notices or other communications (each a “Notice”) required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless e-mail notice is otherwise expressly specified in this Agreement, and if

sent to the Underwriters, to

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

and to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

and to:

Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019,

sent to the Company, to

RCS Capital Corporation
405 Park Avenue, 15th Floor
New York, New York 10022

with a copy to (which will not constitute notice):

Proskauer Rose LLP
Eleven Times Square
New York, New York 10036

sent to the Selling Shareholder, to

RCAP Holdings, LLC
405 Park Avenue, 15th Floor
New York, New York 10022

with a copy to (which will not constitute notice):

Proskauer Rose LLP
Eleven Times Square
New York, New York 10036

All Notices shall be: (i) delivered personally or by commercial messenger; (ii) sent via a recognized overnight courier service; or (iii) sent by facsimile transmission, provided confirmation of receipt is received by sender and such Notice is sent or delivered contemporaneously by an additional method provided in this Section 12. Any party may change its address specified above by giving each party Notice of such change in accordance with this Section 12. Any Notice shall be deemed given upon actual receipt (or refusal of receipt).

Section 13. No Advisory or Fiduciary Relationship. Each of the Company and the Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or any Selling Shareholder, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and each Selling Shareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company and each Selling Shareholder has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Selling Shareholder and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Section 15. Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Selling Shareholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 16. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

Section 17. Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Section 18. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

Section 19. Counterparts. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Section 20. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms.

Very truly yours,

RCS CAPITAL CORPORATION

By:    /s/ William M. Kahane
Name: William M. Kahane
Title: Chief Executive Officer

RCAP HOLDINGS, LLC

By:    /s/ Nicholas S. Schorsch
Name: Nicholas S. Schorsch
Title: Managing Member

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

BARCLAYS CAPITAL INC.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:    /s/ Kaivan Shakib
Name: Kaivan Shakib
Title: Managing Director

By:    /s/ Victoria Hale
Name: Victoria Hale
Title: Vice President

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

SCHEDULE A

The initial public offering price per share for the Securities shall be $20.25.

The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above less $1.215 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.

SCHEDULE B

SCHEDULE C-1

Pricing Terms

SCHEDULE C-2

Issuer Free Writing Prospectuses

SCHEDULE D

List of Persons and Entities Subject to Lock-up

Peter M. Budko
Brian D. Jones
William M. Kahane
Brian L. Nygaard
Nicholas S. Schorsch
Edward M. Weil, Jr.
Luxor Capital Group, LP
RCAP Equity, LLC
RCAP Holdings, LLC

[Form of lock-up from directors, officers or other stockholders pursuant to Section 5(i)]

Exhibit A

________, 2014

Merrill Lynch, Pierce, Fenner & Smith Incorporated,

Barclays Capital Inc.

as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park
New York, New York 10036

c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

Re: Proposed Public Offering by RCS Capital Corporation

Dear Sirs:

The undersigned, a beneficial owner of shares of the Class A common stock, par value $0.001 per share (the “Common Stock”) of RCS Capital Corporation, a Delaware corporation (the “Company”), or securities convertible into or exercisable or exchangeable for Common Stock and/or an officer and/or director of the Company, understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Barclays Capital Inc. (“Barclays”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares of Common Stock (the “Public Offering”). In recognition of the benefit that such an offering will confer upon the undersigned as a beneficial owner of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of Merrill Lynch and Barclays, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch and Barclays, provided that (1) Merrill Lynch and Barclays receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34^th day following the expiration of the initial 180-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 180-day lock-up period has expired.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

[Form of CFO Certificate pursuant to Section 5(p)]

Exhibit B

Validus/Strategic Capital Partners, LLC

Chief Financial Officer’s Certificate

_____, 2014

The undersigned, Brian D. Jones, Chief Financial Officer of RCS Capital Corporation (“RCS”), does hereby certify, in my capacity as Chief Financial Officer and not in a personal capacity, pursuant to Section 5(p) of that certain Underwriting Agreement dated June 4, 2014 (the “Underwriting Agreement”), among RCS, RCAP Holdings, LLC (the “Selling Shareholder”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. as representatives on behalf of the underwriters named on Schedule A thereto (the “Underwriters”), that:

1. I am familiar with the accounting, operations and record systems of the Validus/Strategic Capital Partners, LLC (the “Company”) and its subsidiaries.

2. I have supervised the compilation and reviewed the circled numbers contained in the pages attached on Schedule A hereto, which are contained in RCS’s Prospectus, dated June 4, 2014 relating to the common stock offering by RCS and the Selling Shareholder of the Company (the “Prospectus”).

3. The information referred to in Paragraph 2 above has been derived from the books and records of the Company and, to the best of my knowledge, is accurate as of the date hereof.

This certificate is being furnished to the Underwriters solely to assist in conducting their due diligence investigation of the Company in connection with the offering contemplated by the Prospectus. Without the written consent of the Company: (i) no person may use or rely on this certificate for any purpose (other than the Underwriters, counsel to the Underwriters and counsel to RCS and the Selling Shareholder to assist in conducting their due diligence investigation of the Company in connection with the offering contemplated by the Prospectus); (ii) this certificate may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this certificate may not be cited or quoted in any other document or communication which might encourage reliance upon this certificate by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this certificate may not be furnished to anyone for purposes of encouraging such reliance.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto set my hand on this __ of __________, 2014.

                                          
Name: Brian D. Jones
Title: Chief Financial Officer

Schedule A

See attached.

Exhibit 12

REDEMPTION AND EXCHANGE AGREEMENT

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”).

WHEREAS, RCAP, Holdings and RCS Management are party to that certain Amended and Restated RCS Capital Corporation 2013 Multi-Year Outperformance Agreement, dated as of February 11, 2014 (the “OPP Agreement”), pursuant to which RCS Management was granted LTIP Units in Holdings (the “Award LTIP Units”);

WHEREAS, RCAP, Holdings and RCS Management are party to that certain Amendment No.1 to Amended and Restated 2013 Multi-Year Outperformance Agreement, dated as April 29, 2014 (“Amendment No.1”), pursuant to which the parties agreed that April 28, 2014 would be the First Valuation Date (as defined in the OPP Agreement) under the OPP Agreement, any Award LTIP Units earned as of such First Valuation Date (the “Earned LTIP Units”) would be subject to vesting in accordance with the OPP Agreement and that any Award LTIP Units not earned on such First Valuation Date would be cancelled and forfeited;

WHEREAS, pursuant to the OPP Agreement, the Earned LTIP Units will either vest ratably on June 4, 2016, June 4, 2017 and June 4, 2018, or in full upon the termination of RCS Management’s service to RCAP by either RCS Management or RCAP for any reason

WHEREAS, pursuant to that certain Agreement dated as of April 29, 2014 (the “LTIP Assignment Agreement”), among RCS Management, RCAP and the LTIP Members, effective as of April 29, 2014, RCS Management distributed, transferred and assigned to the LTIP Members its entire interest in the Earned LTIP Units as set forth in the LTIP Assignment Agreement;

WHEREAS, pursuant to the LLC Agreement, an LTIP Unit will automatically convert into a Class C Unit 30 days following the vesting of the LTIP Unit, provided that the LTIP Economic Capital Account Balance attributable to the LTIP Unit is equal to the Common Unit Economic Balance.

WHEREAS, Class C Units are redeemable for cash or Class A Stock of RCAP (the “Exchange Consideration”) and, in accordance with the LLC Agreement, such redemption is to occur 60 days after RCAP receives written notice of a Member’s election to redeem Class C Units.

WHEREAS, RCAP, as managing member of Holdings has determined that the LTIP Economic Capital Account Balance attributable to each of the Earned LTIP Units is equal to the Common Unit Economic Balance and has taken such steps under the LLC Agreement as is required in connection therewith.

WHEREAS, in order (i) for RCAP to be entitled to a 100% dividends received deduction with respect to dividends from its corporate subsidiaries, (ii) to facilitate future corporate acquisitions by RCAP in a tax efficient manner, including eliminating the potential for tax associated with the deconsolidation of corporate targets and (iii) to further streamline the structure of RCAP and its subsidiaries, the Board of Directors of RCAP has determined that it is in the best interest of RCAP and Holdings to facilitate the LTIP Members’ exchange of their Earned LTIP Units for the Exchange Consideration prior to December 31, 2014.

WHEREAS, the Board of Directors of RCAP has determined that it is in the best interest of RCAP to issue the Exchange Consideration to the LTIP Members in the form of Class A Stock of RCAP.

WHEREAS, in order to facilitate the immediate exchange of the Earned LTIP Units for Class A Stock of RCAP, the Board of Directors of RCAP has determined that it is in the best interests of RCAP and Holdings, and accordingly as of December 30, 2014 has resolved to, (i) accelerate in full the vesting of the Earned LTIP Units, (ii) cause Holdings to waive the 30-day waiting period prior to the automatic conversion of such vested Earned LTIP Units into Class C Units and (iii) waive the 60-day period prior to the delivery of the Exchange Consideration with respect to the Class C Units received by the LTIP Members in exchange for such vested Earned LTIP Units.

WHEREAS, RCAP, Holdings, RCS Management and the LTIP Members are party to that certain Amendment No.2 to Amended and Restated 2013 Multi-Year Outperformance Agreement, dated as December 31, 2014 (“Amendment No.2”), pursuant to which the parties agreed that the Earned LTIP Units would become fully vested on December 31, 2014, and automatically convert to Class C Units in accordance with the LLC Agreement.

WHEREAS, as a condition to the immediate vesting of the Earned LTIP Units, each LTIP Member has agreed to redeem and exchange all of the Class C Units received by such LTIP Member in exchange for such LTIP Member’s Earned LTIP Units in accordance with the terms and conditions of the LLC Agreement.

WHEREAS, RCAP desires to issue in exchange for the Class C Units received by each LTIP Member in exchange for such LTIP Member’s Earned LTIP Units an amount of shares of Class A Stock of RCAP equal to the Common Stock Amount in accordance with the terms of the LLC Agreement.

WHEREAS, the parties hereto desire to consummate the contribution and exchange in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

Article I.
WAIVER, EXCHANGE AND PURCHASE

Section 1.1. WAIVER. Holdings hereby agrees (i) to waive the 30-day waiting period required prior to the automatic conversion of vested Earned LTIP Units, such that the LTIP Units are immediately converted as of the date hereof into the Class C Units (ii) to waive the requirement pursuant to Section 14.03(b)(i) of the LLC Agreement that each LTIP Member exercise his Class C Unit Redemption Right on a Specified Redemption Date, and agrees to instead accept each LTIP Member’s Notice of Redemption and exercise of the Class C Unit Redemption Right pursuant to Section 1.2 of the Agreement as of the date hereof.

Section 1.2. NOTICE OF REDEMPTION. Each LTIP Member, as holder of Class C Units, hereby exercises his Class C Unit Redemption Right, whereby he elects to exchange such Class C Units for the Class C Unit Redemption Amount, and hereby affirms that this Agreement is intended to serve as the Notice of Redemption in respect of his exercise of his Class C Unit Redemption Right within the meaning of Section 14.03(b)(i) of the LLC Agreement.

Section 1.3. EXCHANGE OF CLASS C UNITS FOR CLASS A STOCK. RCAP hereby elects, pursuant to its rights as Managing Member under Section 14.03(b)(ii) of the LLC Agreement, to issue in exchange for Class C Units that number of shares of Class A Stock listed as due to such LTIP Member on Exhibit A hereto (with respect to each LTIP Member, an “Exchange,” and such shares with respect to each LTIP Member, “Shares”). As of the date hereof, all rights of the LTIP Members, as holders of the Class C Units, shall terminate, and the LTIP Members shall be treated for all purposes as the holders of Shares of Class A Stock.

Section 1.4. ISSUANCE OF CLASS A STOCK; WITHHOLDING. RCAP shall issue to each LTIP Member those Shares of Class A Stock as listed on Exhibit A hereto. To the extent withholding is required upon each Exchange, in the sole determination of RCAP, RCAP shall reduce the amount of Shares due to such LTIP Member in an amount sufficient to satisfy the withholding requirement. Such withheld Shares shall be treated as an amount received by such LTIP Member in redemption of its Class C Units.

Article II.
REPRESENTATIONS AND WARRANTIES OF PUBCO

RCAP hereby represents, warrants and agrees with Holdings and the LTIP Members that:

Section 2.1. ORGANIZATION; AUTHORITY. RCAP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. RCAP has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of RCAP.

Section 2.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by RCAP have been duly and validly authorized by all necessary action of RCAP.

This Agreement and each agreement, document and instrument executed and delivered by or on behalf of RCAP pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of RCAP, each enforceable against RCAP in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 2.3. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by RCAP in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 2.4. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of RCAP, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on RCAP, or (c) any other material agreement to which RCAP is a party.

Section 2.5. VALIDITY OF CLASS A STOCK. The Shares of Class A Stock, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, claims and encumbrances.

Article III.
REPRESENTATIONS AND WARRANTIES OF HOLDCO

Holdings hereby represents, warrants and agrees with RCAP and the LTIP Members that:

Section 3.1. ORGANIZATION; AUTHORITY. Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Holdings has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of Holdings.

Section 3.2. DUE AUTHORIZATION. The execution, delivery and performance of this Agreement by Holdings have been duly and validly authorized by all necessary action of Holdings. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of Holdings pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of Holdings, each enforceable against Holdings in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

Section 3.3. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by Holdings in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 3.4. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) the organizational documents of Holdings, (b) any term or provision of any judgment, order, writ, injunction, or decree binding on Holdings, or (c) any other material agreement to which Holdings is a party.

Article IV.
REPRESENTATIONS AND WARRANTIES OF THE LTIP MEMBERS

Each LTIP Member hereby represents, warrants and agrees with Holdings and RCAP that:

Section 4.1. AUTHORITY. The LTIP Member has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby.

Section 4.2. CONSENTS AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under any applicable laws is required to be obtained by the LTIP Member in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 4.3. NO VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under (a) any term or provision of any judgment, order, writ, injunction, or decree binding on the LTIP Member, or (c) any other material agreement to which the LTIP Member is a party.

Section 4.4. LTIP UNITS. The Earned LTIP Units to be converted pursuant to this Agreement are owned of record and beneficially by such LTIP Member, free and clear of all liens, claims and encumbrances.

Article V.
GENERAL PROVISIONS

Section 5.1. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

Section 5.2. ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement, including, without limitation, the exhibits and schedules hereto, constitute the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

Section 5.3. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 5.4. ASSIGNMENT. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (including by operation of law) by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void and of no force and effect.

Section 5.5. JURISDICTION. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Borough of Manhattan, City of New York, State of New York, with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

Section 5.6. SEVERABILITY. Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law, but if any provision is held invalid, illegal or unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein.

Section 5.7. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 5.8. NO PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, member, employee or shareholder of the parties hereto.

Section 5.9. FURTHER ASSURANCES. Each of the parties shall, without further consideration, take such action and execute and deliver such documents as may be necessary to carry out this Agreement.

Section 5.10. AMENDMENTS. This Agreement may be amended, supplemented or otherwise modified only by written instrument signed by all the parties hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first set forth above.

RCAP:

RCS CAPITAL CORPORATION

By: /s/ Edward M. Weil, Jr              

Name: Edward M. Weil, Jr.
Title: Chief Executive Officer

Holdings:

RCS CAPITAL HOLDINGS, LLC

By: RCS CAPITAL CORPORATION, its Managing Member

By: /s/ Edward M. Weil, Jr             

Name: Edward M. Weil, Jr.
Title: Chief Executive Officer

LTIP Members:

By: /s/ Nicholas S. Schorsch          

Name: Nicholas S. Schorsch

By: /s/ William M. Kahane              

Name: William M. Kahane

By: /s/ Shelley D. Schorsch            

Name: Shelley D. Schorsch,
by Nicholas S. Schorsch as
attorney-in-fact

By  /s/ Edward M. Weil, Jr.              

Name: Edward M. Weil, Jr.

By: /s/ Peter M. Budko                    

Name: Peter M. Budko

By: /s/ Brian S. Block                       

Name: Brian S. Block

Exhibit A