Execution Version


 


VOTING AGREEMENT


 


This VOTING AGREEMENT,
dated as of October 27, 2013 (this “Agreement”), is made and entered into by and among RCS Capital Corporation,
a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and wholly-owned
subsidiary of Parent (“Merger Sub”), and Timothy B. Murphy (the “Stockholder”).


 


RECITALS


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”),
Parent and Merger Sub are entering into an Agreement and Plan of Merger (as it may be amended, supplemented or restated, and including
all exhibits and other attachments thereto, the “Merger Agreement”), which provides, among other things, for
the merger of the Company with and into Merger Sub, with Merger Sub being the surviving entity (the “Merger”),
upon the terms and subject to the conditions set forth in the Merger Agreement;


 


WHEREAS, capitalized
terms used but not defined herein shall have the meanings set forth in the Merger Agreement;


 


WHEREAS, as of the
date hereof, the Stockholder is the record and/or beneficial owner of the number of shares of Company Common Stock (including shares
of Company Restricted Stock and shares of Company Common Stock under the Company 401(k) Plan) set forth across from the Stockholder’s
name on Schedule A attached hereto and has the voting and dispositive power in connection with the Merger with respect to
such shares (the “Existing Shares” and, together with any shares of Company Common Stock acquired by the Stockholder
after the date hereof, whether upon the exercise of options, conversion of convertible securities or otherwise, including as contemplated
by Section 1(d), the “Shares”); and


 


WHEREAS, as an inducement
and a condition to entering into the Merger Agreement, Parent has required that the Stockholder agree, and the Stockholder has
agreed, to enter into this Agreement.


 


NOW, THEREFORE, to
implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:


 


AGREEMENT


 


1.          Agreement
to Vote; Irrevocable Proxy; Etc.


 


(a)          Agreement
to Vote. Subject to the terms and conditions hereof, the Stockholder hereby irrevocably and unconditionally agrees that, from
and after the date hereof and until the Termination Date (as defined in Section 5 below), at any meeting of the holders
of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, the
Stockholder shall (x) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes
of calculating a quorum and respond to any other request by the Company or Parent for written consent, if any, and (y) vote (or
cause to be voted) the Shares (i) in favor of (A) approval of the Merger and the other transactions contemplated by the Merger
Agreement and (B) any other matter that is required to facilitate the consummation of the Merger and the other transactions contemplated
by the Merger Agreement and (ii) against the following actions: (A) any Acquisition Proposal, (B) any other action
involving the Company or any Subsidiary of the Company that would reasonably be expected to have the effect of impeding, materially
interfering with, materially delaying, materially postponing, or impairing (I) the ability of the Company to consummate the
Merger or (II) any other transaction contemplated by the Merger Agreement or (C) any action or agreement that would reasonably
be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being
fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement
or understanding with any Person prior to the Termination Date to vote in any manner inconsistent herewith. Subject to the terms
and conditions hereof, the obligations of the Stockholder specified in this Section 1(a) shall not be affected by the commencement,
public proposal, public disclosure or communication to the Company of any Acquisition Proposal prior to the Termination Date.


 






    	 



    	 



    

 


(b)          Irrevocable
Proxy. The Stockholder hereby revokes any and all previous proxies and powers of attorney granted with respect to the Shares,
and the Stockholder shall not grant any subsequent proxy or power of attorney with respect to the Shares, except as set forth in
this Agreement or required by a letter of transmittal. By entering into this Agreement, subject to the last sentence of this Section 1(b),
the Stockholder hereby grants, or agrees to cause the applicable record holder to grant, a proxy appointing Parent, any designee
of Parent and each of Parent’s officers, with full power of substitution and resubstitution, as the Stockholder’s attorney-in-fact
and proxy, for and in the Stockholder’s name, to be counted as present, vote, express consent or dissent with respect to
the Shares for the purposes set forth in Section 1(a). The proxy granted by the Stockholder pursuant to this Section 1(b)
is, subject to the last sentence of this Section 1(b), irrevocable and is coupled with an interest, in accordance with
Section 212(e) of the DGCL, and is granted in order to secure the Stockholder’s performance under this Agreement and also
in consideration of Parent entering into this Agreement and the Merger Agreement. The power of attorney granted by the Stockholder
is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If the Stockholder
fails for any reason to be counted as present, consent or vote the Shares in accordance with the requirements of Section 1(a),
then Parent shall have the right to cause to be present, consent or vote the Shares in accordance with the provisions of Section 1(a).
The proxy granted by the Stockholder shall be automatically revoked upon the valid termination of this Agreement in accordance
with Section 5. The Stockholder hereby affirms that the proxy granted in this Section 1(b) is given in connection
with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of the Stockholder
under this Agreement. If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid,
then the Stockholder agrees to vote the Shares in accordance with Section 1(a). For Shares as to which the Stockholder is
the beneficial but not the record owner, the Stockholder shall take all necessary actions to cause any record owner of such Shares
to irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy and grant an irrevocable
proxy to the same effect as that contained herein.


 






    	2



    	 



    

 


(c)          Restriction
on Transfer. From the date of this Agreement until the Termination Date, except as otherwise contemplated in the Merger Agreement,
the Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition
of, or limitation on the voting rights of, any of the Shares (any such action, a “Transfer”), (ii) deposit
any of the Shares into a voting trust or enter into a separate voting agreement with respect to the Shares, (iii)  take any
action that would cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect, in each
case, in any material respect, or would reasonably be expected to have the effect of preventing or disabling the Stockholder from
performing his obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. Any action taken
in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, the Stockholder may make
Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations;
provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to the Stockholder
and to hold such Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions
bound the Stockholder. If any involuntary Transfer of any of the Shares shall occur, the transferee (which term, as used herein,
shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such
Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and
effect until the Termination Date. In furtherance of the foregoing, the Stockholder hereby authorizes (x) Parent to notify the
Company’s transfer agent that there is a stop transfer order with respect to all Shares (and that this Agreement places limits
on the voting and transfer of the Shares) and (y) the Company and the Company’s transfer agent not to register the Transfer
of any certificate representing any of the Shares unless such Transfer is made in accordance with the terms of this Agreement.


 


(d)          Additional
Shares. The Stockholder hereby agrees, prior to the Termination Date, to promptly notify Parent in writing of any new Shares
acquired by the Stockholder, if any, after the execution of this Agreement. Any such Shares shall be subject to the terms of this
Agreement as though owned by the Stockholder on the date of this Agreement. In the event of a stock split, stock dividend or distribution,
or any change in the Company Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification,
reincorporation, exchange of shares or the like, the terms “Existing Shares” and “Shares” shall be deemed
to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for
which any or all of such shares may be changed or exchanged or which are received in such transaction.


 


(e)          Ownership
Interest. Nothing contained in this Agreement shall be deemed to vest in Parent, any of the Persons identified in Section 1(b)
or any other Person any direct or indirect ownership or incidence of ownership of or with respect to, or pecuniary interest in,
any of the Shares. All rights, ownership and economic benefits of and relating to, and pecuniary interest in, the Shares shall
remain vested in and belong to the Stockholder, and none of Parent, the Persons identified in Section 1(b) or any other
Person shall have any power or authority to direct the Stockholder in the voting or disposition of any of the Shares, except as
otherwise expressly provided in this Agreement.


 






    	3



    	 



    

 


(f)          Non-Solicitation.
Prior to the Termination Date, the Stockholder shall (i) not (whether directly or indirectly through any representative of the
Stockholder) engage in any conduct that if conducted by the Company would be prohibited by Section 6.4(a)(i) or (ii) of the Merger
Agreement after taking into account the terms of such section and (ii) advise the Company (in order that the Company can timely
comply with its obligations under Section 6.4(c) of the Merger Agreement) of the Stockholder’s receipt of any Acquisition
Proposal.


 


2.          Representations
and Warranties of the Stockholders. The Stockholder hereby represents and warrants to Parent, as of the date hereof, and at
all times during the term of this Agreement, as follows:


 


(a)          Authorization;
Validity of Agreement; Necessary Action. The Stockholder has full power and authority to execute and deliver this Agreement,
to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger
Sub, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its
terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or
hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.


 


(b)          Shares.
The Existing Shares are owned beneficially and/or of record by the Stockholder, as set forth on Schedule A attached hereto.
The Existing Shares constitute all of the shares of Company Common Stock owned of record or beneficially by the Stockholder, and,
except for the Existing Shares, the Stockholder does not beneficially own or have any right to acquire (whether currently, upon
lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing)
any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (other than pursuant to any
option, stock award or similar compensation plan adopted by the Company). The Stockholder has the voting power, sole power of disposition,
sole power to issue instructions with respect to the matters set forth in Section 1 hereof and power to agree to all
of the matters set forth in this Agreement with respect to each of the Existing Shares as set forth on Schedule A attached
hereto, with no other limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws,
state “blue sky” Laws and the terms of this Agreement and the Merger Agreement. Except for this Agreement and the applicable
restrictions under federal securities Laws and state “blue sky” Laws, the Stockholder has good and valid title to the
Existing Shares, free and clear of all liens, claims, security interests, pledges, options, rights of first refusal, agreements,
limitations on voting rights, restrictions, charges, proxies and other charges or encumbrances.


 


(c)          No
Conflicts. The execution and delivery of this Agreement by the Stockholder do not, and the performance of the terms of this
Agreement by the Stockholder will not, (a) require the Stockholder to obtain the consent or approval of, or make any filing
with or notification to, any Governmental Authority, (b) require the consent or approval of any other Person pursuant to any
Contract binding on the Stockholder or his properties or assets, (c) except as may otherwise be required by federal securities
Laws, conflict with or violate any Law applicable to the Stockholder or pursuant to which any of his properties or assets are bound
or (d) violate any other material Contract to which the Stockholder is a party, including any voting agreement, stockholders
agreement, irrevocable proxy, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage,
indenture lease or other agreement, instrument, permit, concession, franchise or license.


 






    	4



    	 



    

 


(d)          Acknowledgment.
The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s
execution, delivery and performance of this Agreement.


 


3.          Representations
and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants to the Stockholder, as
of the date hereof, and at all times during the term of this Agreement, as follows:


 


(a)          Organization.
Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the State of Delaware.


 


(b)          Corporate
Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite corporate or limited
liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform
its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance
by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated
hereby have been duly and validly authorized by the board of directors of Parent and the sole member of Merger Sub and no other
corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution
and delivery by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement
constitutes a valid and binding obligation of the Stockholder, constitutes a valid and binding obligation of each of Parent and
Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement
may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’
rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.


 


(c)          No
Conflicts. The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the performance of the
terms of this Agreement by each of Parent and Merger will not, (a) require Parent or Merger Sub to obtain the consent or approval
of, or make any filing with or notification to, any Governmental Authority, (b) require the consent or approval of any other
Person pursuant to any Contract binding on Parent or Merger Sub or their respective properties or assets, (c) except as may
otherwise be required by federal securities Laws, conflict with or violate any Law applicable to Parent or Merger Sub or pursuant
to which any of their respective or any Parent Subsidiary’s properties or assets are bound or (d) violate any other
material Contract to which Parent, Merger Sub or any Parent Subsidiary is a party.


 






    	5



    	 



    

 


4.          Further
Assurances. From time to time, at any other party’s request and expense and without further consideration, each party
hereto shall execute and deliver such additional documents and take all such further lawful action as may be reasonably necessary
or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this
Agreement.


 


5.          Termination.
This Agreement shall automatically terminate, and no party shall have any rights or obligations hereunder and this Agreement shall
become null and void and have no further force or effect upon the earlier to occur of the (a) Effective Time, (b) valid termination
of the Merger Agreement in accordance with its terms, (c) an Adverse Recommendation Change, and (d) at the option of the Stockholder,
the execution of any amendment or waiver with respect to the Merger Agreement subsequent to the date of this Agreement that results
in any decrease in the consideration to be paid per share (for the avoidance of doubt, other than a decrease or other adjustment
currently contemplated by the terms of the Merger Agreement) for the shares of Company Common Stock (any such date shall be referred
to herein as the “Termination Date”). Nothing in this Section 5 shall relieve any party of liability
for breach of this Agreement prior to the termination of this Agreement pursuant to its terms.


 


6.          Costs
and Expenses. All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses.


 


7.          Amendment
and Modification. This Agreement may be amended, modified and supplemented in any and all respects only by written agreement
executed and delivered by each of the parties hereto. No provision of this Agreement may be waived, discharged or terminated other
than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought,
except that this Agreement may be terminated as set forth in Section 5.


 


8.          Notices.
Any notice, request, claim, demand and other communications hereunder shall be sufficient if in writing and sent (i) by facsimile
transmission (providing confirmation of transmission) or e-mail of a pdf attachment (provided that any notice received by
facsimile or e-mail transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (New York
City time) shall be deemed to have been received at 9:00 a.m. (New York City time) on the next Business Day) or (ii) by
reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested
and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 8):


 


If to the
Stockholder, to:


 


Timothy B. Murphy


55 Chanticleer Road


Sudbury, MA 01776


 






    	6



    	 



    

 


with a mandatory copy (which shall not constitute notice)
to:


 


Bracewell & Giuliani LLP


1251 Avenue of the Americas, 49th Floor


New York, New York 10020


Phone: (212) 508-6142


Fax: (212) 938-3842


Attention: Julian Rainero


 


If to Parent
or Merger Sub, to:


 


RCS Capital Corporation, Inc.


405 Park Avenue, 15th Floor


New York, NY 10022


Phone: (866) 904-2988


Fax: (646) 381-0545


Attention:Ryan Tooley,


   Assistant General Counsel


 


with a mandatory copy (which shall
not constitute notice) to:


 


Proskauer Rose LLP


Eleven Times Square


New York, New York 10036


Phone: (212) 969-3000


Fax: (212) 969-2900


Attention: Peter M. Fass


   Lorenzo Borgogni


 


9.          Interpretation.
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement
they shall be deemed to be followed by the words “without limitation.”


 


10.         Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by e-mail of a pdf attachment
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


11.         Entire
Agreement; No Third Party Beneficiaries. This Agreement (together with the Merger Agreement) constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter
hereof and is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. This Agreement
is intended to create a contractual relationship among the Stockholder, Parent and Merger Sub, and is not intended to create, and
does not create, any agency, partnership, joint venture or any like relationship among any of the parties hereto. Without limiting
the generality of the foregoing, none of the Stockholder, Parent or Merger Sub, by entering into this Agreement, intends to form
a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law with
each other or any other stockholder of the Company.


 






    	7



    	 



    

 


12.         Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to
any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor
in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision
and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not
be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.


 


13.         Specific
Performance; Remedies Cumulative.


 


(a)          Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be entitled to seek the remedy of specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


(b)          Remedies
Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party.


 


14.         Governing
Law. This Agreement and all Actions (whether based on contract, tort or otherwise), directly or indirectly, arising out of
or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement
thereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any
choice or conflict of Laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the Laws of any jurisdiction other than the State of Delaware.


 


15.         Assignment.
Except as set forth in Section 1(c), neither this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by the Stockholder (whether by operation of law or otherwise) without the prior written consent of Parent. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns.


 


16.         Consent
to Jurisdiction.


 


(a)          Each
of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of New Castle County in the State
of Delaware and to the jurisdiction of the United States District Court for the State of Delaware (the “DE Courts”),
for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating
to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof,
and each of the parties hereto hereby irrevocably agrees that all claims in respect to such Action may be heard and determined
exclusively in any DE Court.


 






    	8



    	 



    

 


(b)          Each
of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any other Action
relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section
8 and nothing in this Section 16 shall affect the right of any party to serve legal process in any other manner permitted by Law,
(ii) consents to submit itself to the personal jurisdiction of the DE Courts in the event any dispute arises out of this Agreement
or the transactions contemplated by this Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such DE Court and (iv) agrees that it will not bring any Action relating to this
Agreement or the transactions contemplated by this Agreement in any court other than the DE Courts. Each of the parties hereto
agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Law.


 


17.         WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF.


 


18.         Negotiated
Terms. The provisions of this Agreement are the result of negotiations between the parties. Accordingly, this Agreement shall
not be construed in favor of or against any party by reason of the extent to which the party or any of his or its professional
advisors participated in its preparation.


 


19.         Action
in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by the Stockholder solely
in his capacity as the record and/or beneficial owner of the Shares and nothing in this Agreement shall restrict or limit in any
respect any action or inaction taken by the Stockholder in his capacity as a director or officer of the Company or any Subsidiary
of the Company. The taking of any action (or failure to act) by the Stockholder in his capacity as an officer or director of the
Company or any Subsidiary of the Company will in no event be deemed to constitute a breach of this Agreement, and the Stockholder
shall not have any liability to Parent or Merger Sub or any of their respective Affiliates under this Agreement as a result of
any action or inaction by the Stockholder acting solely in his capacity as an officer or director of the Company or any Subsidiary
of the Company.


 






    	9



    	 



    

 


20.         Documentation
and Information. The Stockholder (i) consents to and authorizes the publication and disclosure by Parent and Merger Sub
of the Stockholder’s identity and holdings of the Shares, and the nature of the Stockholder’s commitments, arrangements
and understandings under this Agreement, in any press release or any other disclosure document required in connection with the
Merger or any other transaction contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to give to
Parent and Merger Sub any information reasonably related to the foregoing as either may reasonably require for the preparation
of any such disclosure documents. As promptly as practicable, the Stockholder shall notify Parent of any required corrections with
respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, if and to
the extent the Stockholder becomes aware that any have become false or misleading in any material respect.


 


[Signature Pages Follow] 


 




    	10



    	 



    

 


IN WITNESS WHEREOF,
Parent, Merger Sub and the Stockholder have caused this Agreement to be signed by their respective officers or other authorized
Person thereunto duly authorized as of the date first written above. 


 


	 	STOCKHOLDER:
	 	 
	 	/s/ Timothy B. Murphy
	 	Timothy B. Murphy


 


[Signature Page to Voting Agreement]


 




    	 



    	 



    

 


	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name:	Edward M. Weil, Jr.
	 	Title:	President
	 	 	 
	 	ZOE ACQUISITION, LLC
	 	 	 
	 	By: RCS Capital Corporation, its sole member
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name:	Edward M. Weil, Jr.
	 	Title:	President


 


[Signature Page to Voting Agreement]


 




    	 



    	 



    

 


SCHEDULE A


 


EXISTING SHARES





 


	 	 	Company Common Stock	 	 	 	 
	Stockholder	 	Company Common
 Stock (other than
 Company Restricted
 Stock and Company
 Common Stock under
 Company 401(k) Plan)	 	 	Company
 Restricted Stock	 	 	Company
 Common Stock
 under the
 Company 401(k)
 Plan	 	 	Company
 Options	 
	Timothy B. Murphy	 	 	305,150	 	 	 	64,416	 	 	 	78,692	 	 	 	150,000