Exhibit 10.2


 


Execution Version


 


NOTE PURCHASE AGREEMENT


 


This NOTE PURCHASE
AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among the parties set forth on Annex
A hereto (collectively, the “Noteholders” and each individually a “Noteholder”), and
RCS Capital Corporation, a Delaware corporation (the “Company”).


 


WHEREAS, the
parties desire to enter into this Agreement in respect of the purchase and issuance of the Luxor Notes (as defined below) as provided
herein.


 


NOW, THEREFORE,
in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


ARTICLE I


NOTE PURCHASE


 


1.1.          Purchase.


 


(a) On the terms and
subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company shall sell to each Noteholder,
and each Noteholder shall purchase from the Company, a senior unsecured promissory note, in the form attached hereto as Exhibit
A (collectively, the “Luxor Notes”), in the principal amount set forth opposite the name of such Noteholder
on Annex A hereto (which, in the aggregate, total $15,000,000 in principal amount).


 


(b) Subject to the satisfaction
or waiver of the conditions set forth in Article II, at the closing of the issuance and purchase of the Luxor Notes (the “Closing”
and the date on which the Closing actually occurs is the “Closing Date”), which shall take place on the day
on which the conditions set forth in Article II are first satisfied or, to the extent permitted, waived (other than any condition
which by its nature is to be satisfied at the Closing, but subject to satisfaction or waiver of all such conditions):


 


(i)          The
Company shall issue to the Noteholders the Luxor Notes; and


 


(ii)         The
Noteholders shall pay to the Company by wire transfer of immediately available funds to the account of the Company designated by
the Company in writing the amounts set forth on Annex A hereto (which, in the aggregate, total $15,000,000).


 


ARTICLE II


CLOSING CONDITIONS


 


2.1.          Mutual
Conditions.


 


(a) The respective obligations
of the Company and the Noteholders to consummate the Closing are subject to the satisfaction (or waiver in writing by the parties
hereto), as of the Closing, of the following condition:


 


(i)          There
shall be no (A) injunction, restraining order or decree of any nature of any governmental authority of competent jurisdiction in
effect that restrains or prohibits the consummation of the transactions contemplated hereby or (B) pending action, suit or proceeding
brought by any governmental authority which seeks to restrain the consummation of the transactions contemplated hereby.


 




     


     


    

 


2.2           Noteholders
Conditions.


 


(a) The obligations of
the Noteholders to consummate the Closing are subject to the satisfaction (or waiver in writing by the Noteholders) as of the Closing
of each of the following conditions:


 


(i)          The
representations and warranties of the Company set forth in Article IV shall be true and correct in all material respects as of
the Closing Date as though made at and as of the Closing Date.


 


(ii)         RCAP
shall have purchased the RCAP Note and delivered the Proxy (as defined in the RCAP NPA) to the Company in accordance with the RCAP
NPA concurrently with the Closing (each undefined term as defined in Section 4.1 below).


 


(iii)        The
Company shall have delivered to the Noteholders Apollo Principal Holdings I, L.P.’s consent relating to the transactions
contemplated hereby.


 


(vi)        The
Company shall have delivered to Luxor executed amendments to the First Lien Credit Agreement and Second Lien Credit Agreements,
each dated as of April 29, 2014, as amended (together, the “Credit Agreements”), attached hereto as Exhibit
B.


 


2.2           Company
Conditions.


 


(a) The obligations of
the Company to consummate the Closing are subject to the satisfaction (or waiver in writing by the Company) as of the Closing of
each of the following condition:


 


(i)          The
representations and warranties of the Noteholders set forth in Article III shall be true and correct in all material respects as
of the Closing Date as though made at and as of the Closing Date.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS


 


Each Noteholder represents
and warrants to the Company as follows:


 


3.1.          Organization;
Authorization; Binding Agreement. Such Noteholder is duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is formed and the consummation of the transactions contemplated hereby are within such Noteholder’s
organizational powers and have been duly authorized by all necessary organizational actions on the part of such Noteholder. Such
Noteholder has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly
executed and delivered by such Noteholder, and constitutes a legal, valid and binding obligation of such Noteholder enforceable
against such Noteholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable
principles (whether considered in an action in equity or at law).


 




    	 	2	 



     


    

 


3.2.          Non-Contravention.
The execution and delivery of this Agreement by such Noteholder does not, and the performance by such Noteholder of its obligations
hereunder and the consummation by such Noteholder of the transactions contemplated hereby will not (i) violate any law applicable
to such Noteholder, (ii) require any consent, approval, order, authorization or other action by, or filing with or notice to, any
person (including any governmental entity) under, constitute a default (with or without the giving of notice or the lapse of time
or both) under, or give rise to any right of termination, cancellation or acceleration under any contract, agreement, trust, commitment,
order, judgment, writ, stipulation, settlement, award, decree or other instrument binding on such Noteholder or any applicable
law, or (iii) violate any provision of such Noteholder’s organizational documents, in each case, except as would not reasonably
be expected to adversely affect the ability of such Noteholder to perform its obligations under this Agreement in any material
respect.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE
COMPANY


 


The Company represents
and warrants to the Noteholders as follows:


 


4.1           Side
Agreements. Except for (i) the Note Purchase and Class B Share Agreement, dated as of the date hereof (the “RCAP
NPA”), between RCAP Holdings, LLC (“RCAP”) and the Company, (ii) the documents referred to therein,
including the note, in the form attached to the RCAP NPA, to be issued thereunder at the Closing (the “RCAP Note”),
and (iii) other agreements and documents provided to the Noteholders, true correct and complete copies of which have been made
available to the Noteholders, there are no agreements, side letters or arrangements between the Company, on the one hand, and RCAP,
on the other hand, with respect to the subject matter of the RCAP NPA (the “RCAP Transaction”).


 


ARTICLE V

TERMINATION


 


5.1           Termination.
The obligation to consummate the Closing may be terminated and the Closing abandoned at any time prior to the Closing:


 


(a) By mutual written
consent of Luxor Capital Partners LP and the Company; or


 


(b) By Luxor Capital
Partners LP or the Company upon written notice given to the other party in the event that the Closing shall not have taken place
on or prior to December 31, 2015; provided that no party shall have the right to terminate this Agreement pursuant to this
Section 5.1(b) if such party has breached any covenant or agreement hereunder and such breach has resulted in the failure of the
Closing to occur on or prior to December 31, 2015.


 


5.2           Effect
of Termination. In the event of the termination of this Agreement as provided in Section 5.1, this Agreement shall become
void and of no further force and effect, and there shall be no duties, liabilities or obligations of any kind or nature whatsoever
on the part of any party hereto to the other parties based either upon this Agreement or the transactions contemplated hereby,
provided that no such termination (nor any provision of this Agreement) shall relieve any party from liability for any damages
for fraud or any willful and material breach of this Agreement.


 


ARTICLE VI


MISCELLANEOUS


 


6.1.          Notices.
All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing:


 


If to the Company:


 


RCS Capital Corporation

405 Park Ave, 14th floor


 




    	 	3	 



     


    

 


New York, NY 10022

Attention: General Counsel

Facsimile: 646-861-7743

E-mail: JTanaka@rcscapital.com


 


With copy (which shall not constitute notice) to:


 


Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Attn: Martin Nussbaum

Telephone: 212-698-3596

Facsimile: 212-698-0496

E-mail: Martin.Nussbaum@dechert.com


 


If to the Noteholders:


 


Luxor Capital Partners, LP


1114 Avenue of the Americas, 29th Floor


New York, NY 10036


Attention: Norris Nissim


Facsimile: (212) 763-8001

E-mail: legal@luxorcap.com


 


With copies (which shall not constitute notice) to:


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, NY 10036


Attention: Gregory Horowitz


Facsimile: (212) 715-8000


Email: ghorowitz@kramerlevin.com


 


Notices if (i) mailed
by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received,
(ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and
if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the
next business say) and (iii) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgment).


 


6.2.          Amendments
and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is
signed, in the case of an amendment, by the Company and Luxor Capital Partners, LP or, in the case of a waiver, by each party against
whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.


 


6.3.          Binding
Effect; Benefit; Assignment. The parties hereby agree that their respective representations, warranties and covenants set
forth herein are solely for the benefit of the other parties, in accordance with and subject to the terms of this Agreement, and
this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder,
including the right to rely upon the representations and warranties set forth herein. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the
prior written consent of the other party or parties. No assignment by any party shall relieve such party of any of its obligations
hereunder. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.


 




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6.4.          Governing
law; Waiver of Jury Trial.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE
LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.


 


(b)          EACH
PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


6.5.          Counterparts;
Delivery by Facsimile or Email. This Agreement may be executed by facsimile and in one or more counterparts, and by the
different parties 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. This Agreement, and any amendments hereto, waivers hereof or consents or
notifications hereunder, to the extent signed and delivered by means of a facsimile machine or by email with facsimile, scan PDF
or equivalent attachment, shall be treated in all manner and respects as an original contract and shall be considered to have the
same binding legal effects as if it were the original signed version thereof delivered in person.


 


6.6.          Entire
Agreement. This Agreement, and the documents and agreements referred to herein, constitutes the entire agreement of the
parties and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect
to the subject matter hereof and thereof.


 


6.7.          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the
end that transactions contemplated hereby are fulfilled to the greatest extent possible.


 


6.8.          Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to seek an injunction or injunctions
to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition
to any other remedy to which they are entitled at law or in equity. In any proceeding for specific performance, the parties will
waive the defense of adequacy of a remedy at law, and the parties waive any requirement for the securing or posting of any bond
in connection with the remedies referred to in this Section 6.8.


 


6.9.          Headings.
The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


6.10.         Mutual
Drafting. Each party has participated in the drafting of this Agreement, which each party acknowledges is the result of
extensive negotiations between the parties; accordingly, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 




    	 	5	 



     


    

 


6.11.         Further
Assurances. The parties will execute and deliver, or cause to be executed and delivered, all further documents and instruments
and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations, to perform their respective obligations under this
Agreement.


 


6.12.         Public
Announcements. The initial press release concerning this Agreement shall be a press release in the form agreed by the parties
hereto and thereafter the parties hereto shall consult with each other (and obtain the other party’s consent) before any
party (or its affiliates) issues any press release or otherwise makes any public statements with respect to the transactions contemplated
by this Agreement, except (a) as may be required by any applicable law, regulation or rule of any governmental authority, stock
exchange or self-regulatory organization to which a party is subject if the party issuing such press release or other public statement
has, to the extent practicable, provided the other parties with a reasonable opportunity to review and comment or (b) any press
release or other public statement that is consistent in all material respects with previous press releases, public disclosures
or public statements made by a party in accordance with this Agreement, in each case under this clause (b) to the extent such disclosure
is still accurate.


 


6.13.         RCAP
NPA and Series D-1 Shares Agreement.  The Company shall not agree to amend or modify any provision of the RCAP NPA,
or the Series D-1 Shares Agreement, dated as of November 8, 2015, between AR Capital, LLC, a Delaware limited liability company,
and the Company, without the prior written consent of Luxor Capital Partners, LP.  Any such amendment or modification without
such consent shall be null and void.


 


[Signature Page Follows]


 




    	 	6	 



     


    

 


The parties are executing this Agreement
on the date set forth in the introductory clause.


 


	 	RCS Capital Corporation
	 	 
	 	By:	/s/ Brian D. Jones
	 	 	Name:	Brian D. Jones
	 	 	Title:	Chief Financial Officer


 


	 	LUXOR CAPITAL PARTNERS, LP
	 	 	 
	 	By:	/s/Norris Nissim
	 	 	Name:	Norris Nissim
	 	 	Title:	General Counsel
	 	 	Luxor Capital Group, LP, Investment Manger
	 	 
	 	LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
	 	 	 
	 	By:	/s/Norris Nissim
	 	 	Name:	Norris Nissim
	 	 	Title:	General Counsel
	 	 	Luxor Capital Group, LP, Investment Manger
	 	 
	 	LUXOR WAVEFRONT, LP
	 	 	 
	 	By:	/s/Norris Nissim
	 	 	Name:	Norris Nissim
	 	 	Title:	General Counsel
	 	 	Luxor Capital Group, LP, Investment Manger
	 	 
	 	THEBES OFFSHORE MASTER FUND, LP
	 	 	 
	 	By:	/s/Norris Nissim
	 	 	Name:	Norris Nissim
	 	 	Title:	 General Counsel
	 	 	Luxor Capital Group, LP, Investment Manger


 




    	 	7	 



     


    

 


ANNEX A


 


NOTEHOLDERS


 


	Noteholder	 	Principal Amount	 
	 	 	 	 
	Luxor Capital Partners, LP	 	$	6,080,000	 
	Luxor Capital Partners Offshore Master Fund, LP	 	$	7,128,000	 
	Luxor Wavefront, LP	 	$	1,477,000	 
	Thebes Offshore Master Fund, LP	 	$	315,000	 



 




    	 	8	 



     


    

 


EXHIBIT A


 


FORM OF LUXOR NOTE


 


[See attached]


 




    	 	9	 



     


    

 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.


 


SENIOR
UNSECURED PROMISSORY NOTE 


 


	 	New York, NY
	$[  ]	November [  ], 2015


 


RCS
CAPITAL CORPORATION 


 


FOR VALUE RECEIVED,
and subject to the terms and conditions set forth herein, RCS Capital Corporation, a Delaware corporation (the “Issuer”),
hereby promises to pay to the order of [   ] (the “Initial Holder”), or its registered assigns
the aggregate principal amount of [   ] Dollars ($[   ]), together with any accrued interest added
to the principal pursuant to Section 4, to be paid in such amounts and on each payment date as set forth herein, in each
case together with all accrued and unpaid interest thereon as provided herein. The indebtedness evidenced by this Note (as defined
below) shall constitute senior unsecured indebtedness of the Issuer.


 


Definitions. Capitalized terms used herein shall have
the meanings set forth in this Section 1.


 


“Applicable
Rate” means 12% per annum.


 


“Bankruptcy
Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. § 101 et seq., as now or
hereafter in effect or any successor thereto.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by Law to close.


 


“Credit Agreements”
means (i) the First Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No.1 dated as of June 30, 2015 and
Amendment No. 2 dated as of November 8, 2015), among the Issuer, RCAP Holdings, LLC, RCS Capital Management, LLC, the guarantors,
the lenders and other parties thereto from time to time and Barclays Bank PLC, as Administrative Agent and Collateral Agent and
(ii) the Second Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No.1 dated as of June 30, 2015 and Amendment
No. 2 dated as of November 8, 2015), among the Issuer, RCAP Holdings, LLC, RCS Capital Management, LLC, the guarantors, the lenders
and other parties thereto from time to time and Bank of America, N.A., as Administrative Agent and Collateral Agent.


 




    	 	10	 



     


    

 


“Credit Facilities”
means one or more debt facilities or agreements (including, without limitation, the Credit Agreements and the indenture governing
the Convertible Senior Notes) or commercial paper facilities or indentures, in each case with banks or other institutional lenders
providing for, or acting as initial purchasers of, revolving credit loans, term loans, notes, debentures, securities, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced
(whether after or upon termination or otherwise), restructured, restated or refinanced (including any agreement to extend the maturity
thereof and adding additional borrowers or guarantors and including by means of sales of debt securities to institutional investors)
in whole or in part from time to time and including increasing the amount of available borrowings thereunder.


 


“Default”
means any of the events specified in Section 6 which constitutes an Event of Default or which, upon the giving of notice,
the lapse of time, or both pursuant to Section 6, would, unless cured or waived, become an Event of Default.


 


“Default Rate”
means, at any time, the Applicable Rate plus 1.0%.


 


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


 


“Event of
Default” has the meaning set forth in Section 6.


 


“Exchange
Transaction” has the meaning set forth in Section 3.


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial,
provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining
to, government (including any supranational bodies such as the European Union or the European Central Bank).


 


“Holder”
means the Initial Holder and each subsequent holder of the Note registered in the Note Register.


 


“Initial Holder”
has the meaning set forth in the introductory paragraph.


 


“Interest
Payment Date” means February 1, May 1, August 1 and November 1 of each year beginning on February 1, 2016; provided
that if any such day is not a Business Day, then the applicable Interest Payment Date shall be the immediately preceding Business
Day.


 


“Issuer”
has the meaning set forth in the introductory paragraph.


 


“Law”
as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of
any Governmental Authority and authoritative interpretation thereon, whether now or hereafter in effect, in each case, applicable
to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.


 


“Maturity
Date” means the earlier of (a) November 1, 2021 and (b) the date on which all amounts under this Note shall
become due and payable pursuant to Section 7.


 


“New Financing”
has the meaning set forth in Section 3.


 




    	 	11	 



     


    

 


“Note”
means this senior unsecured promissory note issued by the Issuer in an aggregate principal amount of [   ] ($[   ]).


 


“Note Register”
has the meaning set forth in Section 5.1(a).


 


“Notice of New Financing”
has the meaning set forth in Section 3.


 


“Person”
means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership,
unincorporated organization, Governmental Authority or other entity.


 


“PIK Note”
has the meaning set forth in Section 4.7.


 


“Record Date”
means, with respect to any Interest Payment Date, the date that is fifteen days earlier (whether or not such day is a Business
Day) of the applicable Interest Payment Date.


 


“Securities
Act” has the meaning set forth in the legend.


 


“Senior Lender
Approvals” has the meaning set forth in Section 3.


 


“Specified
Subsidiary” shall mean any Subsidiary that guarantees loans under the Credit Agreements or any subsequent refinancing
thereof.


 


“Stock”
shall mean all shares, options, warrants, general or limited partnership interests or other equivalents (regardless of how designated)
of or in a corporation, partnership or equivalent entity whether voting or nonvoting, including common stock, preferred stock or
any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the Securities and Exchange Commission under the Exchange Act).


 


“Stockholder
Approval” has the meaning set forth in Section 3.


 


“Subordinated
Debt and Preferred Equity Approvals” has the meaning set forth in Section 3.


 


“Subsidiary”
shall mean, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the
outstanding Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective
of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or
one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of
fifty percent (50%) or more of such Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership
or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether
in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such
Person is a general partner or may exercise the powers of a general partner.


 


“Taxes”
has the meaning set forth in Section 9(a).


 




    	 	12	 



     


    

 


Issuance; Payment Date; Ranking.


 


Issuance of this
Note. This Note is a general obligation of the Issuer.


 


Payment Date.
On the Maturity Date, the Issuer shall pay to the Holder the principal amount of this Note, together with all accrued and unpaid
interest thereon and all other amounts payable under this Note, to the extent not paid prior thereto.


 


Ranking. This
Note is a senior unsecured indebtedness of the Issuer. The payment obligations with respect to this Note shall rank pari passu
in priority of payment to the Issuer’s payment obligations under the 5.00% Convertible Senior Notes due 2021 (the “Convertible
Senior Notes”).


 


Right to Exchange this Note. In
the event, on or prior to the Maturity Date, the Issuer raises capital through an issuance of any securities junior to the Credit
Agreements (in a single transaction or a series of related transactions) from a third party resulting in net proceeds to the Issuer
or its Subsidiaries of at least $175,000,000 (the “New Financing”), the Issuer shall promptly inform the Holder
of the New Financing by written notice (the “Notice of New Financing”), which shall include a copy of the definitive
documents or a summary of the principal economic terms thereof. The Issuer may elect to provide the Notice of New Financing
after an agreement in principle has been reached regarding the provision of the New Financing. The Holder shall have the right,
exercisable by irrevocable written notice to the Issuer within a period of five (5) Business Days after receipt of the Notice of
New Financing to exchange (an “Exchange Transaction”) this Note, in whole, but not in part, valued at the outstanding
principal amount of this Note, together with all accrued and unpaid interest thereon, as of the date of the consummation of the
Exchange Transaction, for one or more securities having, in the aggregate, terms (including economic terms) which are substantially
equivalent to the terms contained in the securities issued in the New Financing. The consummation of an Exchange Transaction
shall be subject to (i) any required approvals of the senior lenders under the Credit Agreements (“Senior Lender Approvals”);
(ii) any required approvals of the subordinated debt and preferred equity holders of the Issuer (“Subordinated Debt and
Preferred Equity Approvals”); (iii) any required approvals of the common stockholders of the Issuer in accordance with
the rules of the New York Stock Exchange (the “Stockholder Approval”); and (iv) any required regulatory approvals. The
Issuer shall use commercially reasonable efforts to obtain any Senior Lender Approvals, Subordinated Debt and Preferred Equity
Approvals and regulatory approvals that are required to consummate the Exchange Transaction. If the Stockholders Approval is required,
the Issuer shall include, in the next proxy statement for a meeting of the Issuer’s stockholders otherwise filed by
the Issuer with the Securities and Exchange Commission after the Holder’s election for an Exchange Transaction, an item on
the ballot for approval of the stockholders of a proposal to approve the Exchange Transaction. The Exchange Transaction may be
consummated, at the Issuer’s election, either concurrently with or as soon as practicable after the New Financing or by definitive
agreement subject to the consummation of the New Financing and to the receipt of any such required approvals. Upon the consummation
of the Exchange Transaction, this Note shall be deemed satisfied and discharged in full.


 




    	 	13	 



     


    

 


Interest.


 


Interest. Except
as otherwise provided herein, this Note shall bear interest at the Applicable Rate from the date hereof until the Maturity Date.


 


Interest Payment
Dates; PIK Interest. Interest shall be payable quarterly in arrears on each Interest Payment Date to the Person who is the
registered Holder of this Note at the close of business on the Record Date immediately preceding the applicable Interest Payment
Date. Notwithstanding the foregoing, on any Interest Payment Date, at the option of the Issuer, interest may be payable in kind,
by increasing the principal amount of this Note by the amount of such Interest.


 


Default Interest.
During the continuance of an Event of Default, the Issuer shall pay to the Holder interest at the Default Rate on the outstanding
principal amount of this Note and on any other amount payable by the Issuer hereunder (including accrued but unpaid interest to
the extent permitted under applicable Law). Interest payable at the Default Rate shall be payable upon demand and in kind, by increasing
the principal amount of this Note by the amount of such Interest.


 


Computation of Interest.
All computations of interest shall be made on the basis of a year of 365 days (or 366 days in the case of a leap year), and the
actual number of days elapsed (including the first day but excluding the last day).


 


Interest Rate Limitation.
If at any time and for any reason whatsoever, the interest rate payable on this Note shall exceed the maximum rate of interest
permitted to be charged under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest
permitted to be charged under applicable Law and that portion of each sum paid attributable to that portion of such interest rate
that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal.


 


Legal Holidays.
In any case where any Interest Payment Date is not a Business Day, then any action to be taken on such date need not be taken on
such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no
interest shall accrue in respect of the delay.


 


PIK Note. At
the Holder’s request, the Issuer shall deliver one or more additional promissory notes (each, a “PIK Note”)
having an aggregate principal amount equal to the accrued but unpaid interest on this Note and shall otherwise be in form and substance
substantially identical to this Note, including with respect to the interest rate.  Interest on each PIK Note shall accrue
from the Interest Payment Date in respect of which such additional PIK Note was issued until repayment of the principal and payment
of all accrued interest in full.  In the event a PIK Note is not requested by the Holder and/or delivered by the Issuer in
accordance herewith, interest shall accrue on this Note such that the aggregate interest due and payable on the Maturity Date and
on each Interest Payment Date would be the same as if all PIK Notes not issued had been issued, and the principal payable on the
Maturity Date with respect to this Note shall be an amount equal to the sum of the principal outstanding hereunder and the aggregate
principal which would be outstanding if the PIK Notes not issued had been issued.


 




    	 	14	 



     


    

 


Note Register; Payment Mechanics.


 


Note Register.


 


The Issuer shall cause
to be kept at its principal office a register for the registration and transfer of this Note (the “Note Register”).
The name and address of the Holder of this Note, any transfer of this Note, and the name and address of the transferee of this
Note shall be registered in the Note Register.


 


The Person in whose name
this Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Note, and the
Issuer shall not be affected by any notice to the contrary, until due presentment of such Note for registration of transfer so
provided in this Section 5.1. Payment of or on account of the principal, and interest on this Note shall be made to
or upon the written order of such registered holder.


 


The Person in whose name
this Note is registered on the Note Register at the close of business on any Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office or agency
of the Issuer maintained by the Issuer for such purposes.


 


Direct Payment.


 


On the Maturity Date,
the Issuer will pay or cause to be paid all amounts payable with respect to this Note (without any presentment of this Note and
without any notation of such payment being made thereon) by crediting (before 1:00 p.m., New York time), by intra-bank or Federal
funds bank wire transfer in same day funds in U.S. Dollars to the Holder’s account in any bank in the United States as may
be designated and specified in writing by the Holder at least two Business Days prior thereto.


 


Notwithstanding anything
to the contrary contained in this Note, if the Maturity Date is not a Business Day, then the Issuer shall pay such amount on the
next succeeding Business Day, and interest shall accrue on such amount until the date on which such amount is paid and payment
of such accrued interest shall be made concurrently with the payment of such amount; provided that the Issuer may elect
to pay in full (but not in part) any such amount on the last Business Day prior to the date such payment otherwise would be due,
and no such additional interest shall accrue on such amount.


 


Lost, etc. Notes.
If a mutilated Note is surrendered to the Issuer or if the Holder of this Note claims and submits an affidavit or other evidence,
reasonably satisfactory to the Issuer to the effect that this Note has been lost, destroyed or wrongfully taken, the Issuer shall
issue a replacement Note if the customary requirements relating to replacement securities are reasonably satisfied. If required
by the Issuer, the Holder must provide an indemnity bond, or other form of indemnity, sufficient in the reasonable judgment of
the Issuer to protect the Issuer from any loss which it may suffer if a Note is replaced.


 


Replacement Notes.
All Notes issued by the Issuer shall be in form and substance identical to this Note other than the principal amount and the Holder
thereof.


 


Events of Default. The occurrence and continuance of
any of the following shall constitute an “Event of Default” hereunder:


 




    	 	15	 



     


    

 


default in any payment
of interest on this Note when due and payable, and the default continues for a period of thirty (30) days;


 


default in the payment
of principal of this Note when due and payable on the Maturity Date, upon declaration of acceleration or otherwise;


 


any representation or
warranty made in this Note shall prove to have been untrue in any material respect when so made and which breach materially adversely
affects the ability of the Issuer to perform its obligations under this Note;


 


failure by the Issuer
for 60 days after written notice from the Holder has been received by the Issuer to comply with any of its other covenants or agreements
contained in this Note;


 


default by the Issuer
or any Specified Subsidiary (i) under the Credit Facilities or (ii) with respect to any mortgage, agreement or other instrument
under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess
of Twenty Eight Million Seven Hundred and Fifty Thousand Dollars ($28,750,000) (or its foreign currency equivalent) in the aggregate
of the Issuer and/or any such Specified Subsidiary, whether such indebtedness now exists or shall hereafter be created, which default,
in each case under the foregoing clauses (i) and (ii), (A) results in such indebtedness becoming or being declared due and payable
or (B) constitutes a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon
required repurchase, upon declaration of acceleration or otherwise;


 


a final judgment for
payment of Twenty Eight Million Seven Hundred and Fifty Thousand Dollars ($28,750,000) (or its foreign currency equivalent) or
more (excluding any amounts covered by insurance) rendered against the Issuer
or any Specified Subsidiary, which judgment is not discharged or stayed within 60 days after (i) the date on which
the right to appeal thereof has expired if no such appeal has commenced or (ii) the date on which all rights to appeal have
extinguished;


 


the Issuer or any Specified
Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other similar relief with
respect to the Issuer or any such Specified Subsidiary or its debts under any bankruptcy, insolvency or other similar Law now or
hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer
or any such Specified Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment
of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or


 


an involuntary case or
other proceeding shall be commenced against the Issuer or any Specified Subsidiary seeking liquidation, reorganization or other
relief with respect to the Issuer or such Specified Subsidiary or its debts under any bankruptcy, insolvency or other similar Law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of
the Issuer or such Specified Subsidiary or any substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 consecutive days.


 




    	 	16	 



     


    

 


Remedies.


 


Acceleration of
Note. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6)
occurs and is continuing, the Holder, by notice to the Issuer, may declare the unpaid principal of and any accrued interest on
this Note to be due and payable, and immediately upon such declaration, the principal and interest shall be due and payable. If
an Event of Default specified in clause (g) or (h) of Section 6 occurs, such an amount shall ipso facto
become and be immediately due and payable without any declaration or other act on the part of the Holder.


 


Other Remedies.


 


If an Event of Default
occurs and is continuing, the Holder may pursue any rights and remedies available under this Note and applicable law to collect
the payment of principal or interest on this Note or to enforce the performance of any provision of this Note.


 


A delay or omission by
the Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


Taxes. The Issuer shall make all payments, whether on
account of principal, interest or otherwise, free of and without deduction or withholding for any present or future taxes, duties
or other charges (“Taxes”), unless otherwise required by Law.


 


Miscellaneous.


 


Notices.


 


All notices, requests
or other communications required or permitted to be delivered hereunder shall be delivered in writing:


 


If to the Issuer:


 


RCS Capital Corporation

405 Park Ave, 14th floor

New York, NY 10022

Attention: General Counsel

Facsimile: 646-861-7743

E-mail: JTanaka@rcscapital.com


 


With copy (which shall not constitute notice) to:


 


Dechert LLP

1095 Avenue of the Americas

New York, NY 10036


 




    	 	17	 



     


    

 


Attn: Martin Nussbaum

Telephone: 212-698-3596

Facsimile: 212-698-0496

E-mail: Martin.Nussbaum@dechert.com


 


If to the Holder which acquired
this Note from the Issuer on the date hereof at the address or facsimile number set forth on Exhibit A hereto or, in the case of
another Holder, at the address or facsimile number provided by such Holder to the Issuer.


 


With copies (which shall not constitute notice) to:


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, NY 10036


Attn: Gregory Horowitz


Facsimile: 212-715-8000


E-mail: ghorowitz@kramerlevin.com


 


Notices if (i) mailed
by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received,
(ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and
if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the
next Business Day) and (iii) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgment).


 


Successors and Assigns.
This Note shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. The Holder
may assign this Note in whole (but not in part); provided, that the Holder shall provide the Issuer prior notice at least
three Business Days before assigning this Note.


 


GOVERNING LAW; SUBMISSION
TO JURISDICTION. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(B) OF THE NEW YORK
CIVIL PRACTICE LAWS AND RULES. THE ISSUER AND THE HOLDER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, AND IRREVOCABLY ACCEPT
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUER AND
THE HOLDER IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY SUCH
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST THE ISSUER IN ANY OTHER JURISDICTION.


 




    	 	18	 



     


    

 


Waiver of Jury Trial.
EACH OF THE ISSUER AND THE HOLDER WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.


 


Independence of
Covenants. All covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within
the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.


 


Note Solely A Corporate
Obligation. No recourse for the payment of the principal of or accrued and unpaid interest on this Note, nor for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer
under this Note shall be had against any stockholder, employee, agent, officer, member of the Board of Directors or subsidiary,
as such, past, present or future, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor
corporation whether by virtue of any constitution, statue or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and
as a consideration for, the issue of this Note.


 


Revival and Reinstatement
of Obligations. If the Holder repays, refunds, restores, or returns in whole or in part, any payment or property previously
paid or transferred to the Holder in full or partial satisfaction of any obligation evidenced by this Note, because the payment,
transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable
under any Law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers,
preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because
the Holder elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence
is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that the Holder elects to repay,
restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses,
and attorneys’ fees of the Holder related thereto, the liability of the Issuer with respect to the amount or property paid,
refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist.


 


Waiver of Notice.
The Issuer hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of
nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.


 




    	 	19	 



     


    

 


Amendments and Waivers.


 


Written Agreement.
Neither this Note nor any provision hereof, may be amended, waived or modified (including pursuant to any side letter or other
arrangement or agreement that changes, expands or otherwise modifies the rights or obligations of the Issuer and/or Holder) except
pursuant to an agreement in writing entered into between the Issuer and the Holder and with the prior written consent of RCAP
Holdings, LLC.


 


Notation on or Exchange
of Notes. If an amendment or waiver changes the terms of this Note, the Issuer may require the Holder to deliver this Note
to the Issuer so that it may place an appropriate notation on this Note about the changed terms and return it to the Holder.


 


Headings. The
headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any
of the terms or provisions hereof.


 


No Waiver; Cumulative
Remedies. No failure to exercise and no delay in exercising on the part of the Holder, of any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.


 


Electronic Execution.
The words “execution”, “signed”, “signature”, and words of similar import in this Note shall
be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the
same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may
be, to the extent and as provided for under applicable Law, including the Electronic Signatures in Global and National Commerce
Act of 2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. Law §§ 301-309),
or any other similar state Laws based on the Uniform Electronic Transactions Act.


 


Severability.
If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision
in any other jurisdiction.


 


Expenses. The
Issuer agrees to pay all reasonable out-of-pocket expenses incurred by the Holder in connection with the administration of this
Note or in connection with any amendments, modifications or waivers of the provisions hereof or thereof or incurred by the Holder
in connection with the enforcement or protection of its rights under this Note, including in connection with the New Financing,
the Exchange Transaction or any other refinancing or restructuring of the credit arrangements provided under this Note in the nature
of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, including the reasonable fees, charges and
disbursements of one New York counsel (and counsel in each other relevant local jurisdiction) for the Holder. The agreements in
this Section 9.14 shall survive repayment of all of the indebtedness evidenced by this Note. All amounts due under
this Section 9.14 shall be paid promptly following receipt by the Issuer of an invoice relating thereto setting forth
such expenses in reasonable detail.


 




    	 	20	 



     


    

 


Effectiveness of
Note. This Note shall become effective at and as of the date hereof.


 


No Set-off, etc.
The Issuer hereby waives, for the benefit of the Holder, any rights to set-offs, recoupments and counterclaims.


 


Representations and Warranties. The Issuer hereby represents
and warrants as of the date hereof as follows:


 


Organization and Qualification.
The Issuer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;


 


Power and Authority.
The Issuer is duly authorized to execute, deliver and perform its obligations under this Note. The execution, delivery and performance
of this Note have been duly authorized by all necessary action, and do not (i) require any consent or approval of any equity
holders of the Issuer or any Governmental Authority, other than those already obtained; (ii) contravene the organizational
documents of the Issuer; or (iii) violate or cause a default under any material applicable Law or material contract to which
the Company is a party or by which the Company or any of its properties is bound; and


 


Enforceability.
This Note is a legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally,


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	21	 



     


    

 


IN WITNESS WHEREOF,
the Issuer has caused this Note to be duly executed.


 


	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT
A 


 


Address and Facsimile Number for Notice:


 


[   ]