Investors Capital Holdings LTD Sample Contracts

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Underwriters Warrant to Purchase Common Stock
Investors Capital Holdings LTD • August 14th, 2000 • Massachusetts
SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • June 20th, 2013 • Investors Capital Holdings LTD • Investors, nec • New York

Pershing LLC (the “Lender”) and Investors Capital Corporation (the “Broker/Dealer”). This Agreement shall not be effective or deemed to constitute a satisfactory subordination agreement under Appendix D to Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Act” or “SEA”), unless and until the Financial Industry Regulatory Authority (“FINRA”) has found the Agreement acceptable as to form and content.

AGREEMENT AND PLAN OF MERGER By and Among RCS CAPITAL CORPORATION, ZOE ACQUISITION, LLC, and INVESTORS CAPITAL HOLDINGS, LTD. Dated as of October 27, 2013
Agreement and Plan of Merger • October 28th, 2013 • Investors Capital Holdings LTD • Investors, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2013 (this “Agreement”), is made by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”).

UNDERWRITING AGREEMENT
Investors Capital Holdings LTD • August 14th, 2000 • Massachusetts
INVESTORS CAPITAL HOLDINGS, LTD. OCTOBER 2011 STOCK GRANT AGREEMENT
October 2011 Stock Grant Agreement • November 14th, 2011 • Investors Capital Holdings LTD • Investors, nec

THIS AGREEMENT is effective as of October 26, 2011 (the “Grant Date”) and is by and between Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”) and Kathleen L. Donnelly, 246 Charles Street, Reading, MA 01867 (“Participant”).

Contract
Voting Agreement • October 28th, 2013 • Investors Capital Holdings LTD • Investors, nec • Delaware
INVESTORS CAPITAL HOLDINGS, LTD. CONSULTANT AGREEMENT
Consultant Agreement • April 21st, 2010 • Investors Capital Holdings LTD • Investors, nec • Delaware

THIS CONSULTANT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2010, by and between Investors Capital Holdings, Ltd., a Delaware corporation (hereinafter referred to as the “Company”), and Theodore E. Charles (hereinafter referred to as the “Consultant”).

Exhibit 1.5 INVESTORS CAPITAL HOLDINGS, LTD. CONSULTING AGREEMENT
Investors Capital Holdings LTD • August 14th, 2000
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 3rd, 2014 • Investors Capital Holdings LTD • Security brokers, dealers & flotation companies • Delaware

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of February 28, 2014, by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger, dated as of October 27, 2013, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Merger Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2010 • Investors Capital Holdings LTD • Investors, nec

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 1, 2010, by and between INVESTORS CAPITAL HOLDINGS, LTD, a Delaware corporation having its principal place of business at 230 Broadway E., Lynnfield, Massachusetts 01940 (the “Company”), and THEODORE E. CHARLES, residing at 65 Eastern Point Blvd., Gloucester, Massachusetts, 01930 (the “Executive”).

AGREEMENT TO FILE JOINT SCHEDULE 13D
Investors Capital Holdings LTD • January 6th, 2006 • Investors, nec

Pursuant to Regulation Section 240.13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required on Schedule 13D, including any amendments thereto, need be filed with respect to beneficial ownership by each of the undersigned of common stock of The Sands Regent, and that such statement shall be filed on behalf of each of them.

ARTICLE I CONTRIBUTIONS
Defined Contribution Deferred Compensation Plan • March 23rd, 2001 • Investors Capital Holdings LTD • Investors, nec • Massachusetts
Investors Capital Holdings, Ltd. and RCS Capital Corporation Sign Definitive Merger Agreement
Investors Capital Holdings LTD • October 28th, 2013 • Investors, nec

LYNNFIELD, Mass.--(BUSINESS WIRE)--October 28, 2013--On October 27, 2013, Investors Capital Holdings, Ltd. (“ICH”) (NYSE MKT:ICH) executed a definitive merger agreement (the “Merger Agreement”) with RCS Capital Corporation (“RCAP”) (NYSE:RCAP), pursuant to which RCAP will acquire ICH and its subsidiaries, including Investors Capital Corporation, a four-time recipient of the Investment Adviser Magazine Broker-Dealer of the Year Award, for a total consideration of approximately $52.5 million comprised of cash and RCAP stock. This transaction will allow RCAP to further expand its footprint in the independent financial advisor segment of the financial services industry.

Exhibit 10.5 Schneider Securities, Inc. Investment Banking Department Lock-up Agreement Date: , 2000 The undersigned constituting either an officer, director or 5% or greater stockholder and any consultant, acquiring or having acquired common stock...
Investors Capital Holdings LTD • November 28th, 2000 • Blank checks

The undersigned constituting either an officer, director or 5% or greater stockholder and any consultant, acquiring or having acquired common stock and/or options or warrants for the underlying shares of common stock (Securities) of Investors Capital Holdings, Ltd. ("Company") more specifically shares and options or warrants, hereby agree with Schneider Securities, Inc. and the Company in order to further the underwriting of the initial public offering of the common stock of the Company as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2010 • Investors Capital Holdings LTD • Investors, nec

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 1, 2010, by and between INVESTORS CAPITAL HOLDINGS, LTD, a Delaware corporation having its principal place of business at 230 Broadway E., Lynnfield, Massachusetts 01940 (the “Company”), and TIMOTHY B. MURPHY, residing at 55 Chanticleer Road, Sudbury, MA 07776 (“Executive”).

RIDER A TO FINRA FORM SL-31D SUBORDINATED LOAN AGREEMENT
Loan Agreement • June 20th, 2013 • Investors Capital Holdings LTD • Investors, nec

Rider ( “Rider”) to the Subordinated Loan Agreement (“Form 31D”, and including this Rider, as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of March 8, 2013, by and between Investors Capital Corporation, a Massachusetts corporation (the “Broker/Dealer”), and Pershing LLC, a Delaware limited liability company (the “Lender”). Capitalized terms used herein that are defined in Form 31D, but not otherwise defined herein, shall have the meanings therein defined.

AGREEMENT TO FILE JOINT SCHEDULE 13G
Investors Capital Holdings LTD • December 15th, 2005 • Investors, nec

Pursuant to Regulation Section 240.13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required on Schedule 13G, including any amendments thereto, need be filed with respect to beneficial ownership by each of the undersigned of common stock of Investor Capital Holdings, Inc. and that such statement shall be filed on behalf of each of them.

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