0001568832-15-000021 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of August 6, 2015

Membership Interest Purchase Agreement • August 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  August 11th, 2015
• Company
  RCS Capital Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This membership interest purchase AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“Apollo”), RCS Capital Corporation, a Delaware corporation (“RCAP”) and RCS Capital Holdings, LLC (“RCS Holdings” and, together with RCAP, the “Sellers”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article X.

Investment AGREEMENT by and between Apollo management holdings, l.p., and rcs capital corporation Dated as of August 6, 2015

Investment Agreement • August 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

• Contract Type
  Investment Agreement
• Filed
  August 11th, 2015
• Company
  RCS Capital Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This investment AGREEMENT, dated as of August 6, 2015 (this “Agreement”), is made by and between Apollo Management Holdings, L.P., a Delaware limited partnership (the “Investor”), and RCS Capital Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings specified in Article IX.

TERMINATION AGREEMENT

Termination Agreement • August 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Termination Agreement
• Filed
  August 11th, 2015
• Company
  RCS Capital Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

This TERMINATION AGREEMENT (this “Agreement”), dated as of August 6, 2015, is by and among RCS Capital Corporation, a Delaware corporation (the “Company”), RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Management, LLC, a Delaware limited liability company (“ManagementCo”), the original members (the “Original Members”) of ManagementCo as set forth on Schedule 1 hereto and Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc. and Blue Sands D Inc. (collectively, “Luxor” and together with the Company, Holdings, ManagementCo and the Original Members, the “Parties”).