Exhibit 10.7


 


Execution Version


 


November 8, 2015


 


Edward M. Weil, Jr.

405 Park Avenue, 2nd Floor


New York, NY 10022


 


Dear Mr. Weil:


 


In consideration for
your services as the Chief Executive Officer of RCS Capital Corporation (the “Company”) to date, without compensation,
other than reimbursement of expenses incurred in the execution of your duties in accordance with Company policy, and your willingness
to remain the Chief Executive Officer of the Company without compensation at the pleasure of the Board of Directors of the Company,
the Company has agreed to provide you (i) on the date hereof, a release, in the form attached hereto as Exhibit A (the “Initial
Release”) and (ii) effective upon the termination of your services as the Chief Executive Officer of the Company for
any reason (including as a result of your resignation) and subject to your services being performed in a manner that is reasonably
consistent with the reasonable directions of the Board of Directors of the Company and its chairman, a second release from the
Company containing substantially the same terms as contained in the Initial Release, updated through the date of such termination.


 


In addition, while
you serve as an officer or employee of Company, the Company shall continue to provide you directors and officers insurance coverage
for your acts and omissions while serving as an officer or director of the Company on a basis no less favorable to you than the
coverage provided to you on the date hereof. Additionally, after any termination of your services as an officer or employee of
the Company for any reason (including as a result of your resignation), for a period through the sixth anniversary of the termination
of employment, the Company shall maintain directors and officers insurance coverage for you covering your acts or omissions while
an officer or director of the Company on a basis no less favorable to you than the coverage provided to you on the date hereof.


 




    	 	 	 



     


    

 


	 	Very truly yours,
	 	 
	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Brian D. Jones
	 	 	Name: Brian D. Jones
	 	 	Title:   Chief Financial Officer


 


	Accepted and Agreed: 	 
	 	 
	/s/ Edward M. Weil, Jr. 	 
	Edward M. Weil, Jr. 	 


 




    	 	 	 



     


    

 


Exhibit
A


 


Mutual
Release


 


[See attached]


 




    	 	 	 



     


    

 


MUTUAL RELEASE


 


This MUTUAL RELEASE, dated as of November
8, 2015 (this “Agreement”), is entered into by and among (i) Edward M. Weil, Jr., (ii) RCS Capital Corporation
(“RCAP”), and (iii) RCAP Holdings, LLC (“RCAP Holdings”). Each of the foregoing
are collectively referred to herein as the “Parties” and each individually as a “Party.”


 


In consideration of the foregoing and the
mutual representations, warranties, covenants and agreements contained herein, the Parties hereto hereby agree as follows:


 


AGREEMENT


 


Mutual Releases. RCAP, RCAP Holdings
and Edward M. Weil, Jr. (solely in his capacity as Chief Executive Officer of RCAP) (collectively, the “Released Parties”)
and each of their successors and assigns fully and forever waive, release, acquit and discharge each of the other Released Parties
and each of their successors and assigns, to the full extent permitted under Delaware law, from any and all claims, suits, judgments,
demands, debts, rights, obligations, liabilities, losses, costs, expenses, fees, causes of action and liabilities whatsoever (including
claims for any and all losses, damages, unjust enrichment, attorney’s fees, disgorgement of fees, litigation costs, injunctive
or declaratory relief, contribution, indemnification, or any other type of legal or equitable relief), in each case, whether liquidated
or unliquidated, fixed or contingent, matured or unmatured, asserted or unasserted, known or unknown, foreseen or unforeseen, existing
as of the date hereof, in law, equity, or otherwise brought by way of demand, complaint, cross-claim, counterclaim, third-party
claim or otherwise, in each case that are based in whole or part on any act, omission, transaction, event, or other occurrence
arising from (i) the services of Edward M. Weil, Jr. as Chief Executive Officer of RCAP and (ii) any allegation that RCAP Holdings
made available such services to RCAP.


 


Covenant not to Sue. Each Party,
on behalf of itself and its respective Released Parties, hereby covenants to each other Party and their respective Released Parties
not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in
any way in the investigation, filing, reporting or prosecution by such Party or its Released Parties or any third party of a suit,
arbitration, mediation, or claim against any other Party and/or its Released Parties relating to any Released Claim. The covenants
contained in this Section 2 shall survive this Agreement indefinitely regardless of any statute of limitations.


 


Public Announcements. The Parties
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.


 


[signature page follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	RCAP Holdings, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	RCS Capital Corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Edward M. Weil, Jr.