Exhibit
10.5


 


EXECUTION
VERSION


 


AMENDMENT
NO. 1 TO


SECURITIES
PURCHASE AGREEMENT


 


This AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of June 10, 2014 (this “Amendment”),
is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Company”),
RCS Capital Holdings, LLC, a Delaware limited liability company (“Parent”)
and each investor identified on the signature pages hereto (collectively, and together with the Company and Parent, the “Parties”).


 


WHEREAS,
on April 29, 2014, the Parties entered into a Securities Purchase Agreement (the “SPA”);


 


NOW, THEREFORE,
in consideration of the premises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following:


 


		1.	Section
                                         6.3 of the SPA is hereby amended and restated in its entirety as follows:



 


“Each
holder of the Preferred Shares bearing the restrictive legend set forth in Section
6.1 above (a “Restricted Security
”), agrees with respect to any transfer of such Restricted Security to give to the Company (a) three Business Days prior
to such transfer (i.e., T+3) written notice describing the transferee and the circumstances, if any, necessary to establish the
availability of an exemption from the registration requirements of the Securities Act or any state law and (b) if in connection
with such transfer, the holder of the Restricted Security requests that the Company remove the restrictive legend from such Restricted
Security, upon reasonable request by the Company to such transferring holder, an opinion of counsel (at the expense of such holder),
which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to
the Company to the effect that subsequent transfers of such Restricted Security will not require registration under the Securities
Act or any state law. If the holder of the Restricted Security delivers to the Company an opinion of counsel (including in-house
counsel or outside counsel to an Investor or its investment adviser) which is in form and substance reasonably satisfactory to
the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act or any
state law, and the Company, in its or its counsel’s opinion does not reasonably disagree with such opinion, the Company
will within a reasonable period after such contemplated transfer, at the expense of such holder, deliver new certificates for
such Restricted Security which do not bear the Securities Act legend set forth in Section
6.1(i) above. The restrictions imposed by this Section
6 upon the transferability of any particular Restricted Security shall cease and terminate when such Restricted Security
has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 promulgated
under the Securities Act. The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled
to receive from the Company at the expense of such holder, a new security of the same type but not bearing the restrictive Securities
Act legend set forth in Section 6.1 and not containing
any other reference to the restrictions imposed by this Section 6.


 




    	 



    	 



    

  


Notwithstanding
any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this Section
6.3 with respect to the transfer of any securities on which the restrictive legend has been removed in accordance with
this Section 6.3. As used in this Section
6.3, the term “transfer” encompasses any sale, transfer or other disposition of any securities referred
to herein.”


 


		2.	Section
                                         7 of the SPA is hereby amended by deleting the definition of “Filing
                                         Date” therein and replacing it with the following definition:



 


“Filing
Date” means July 1, 2014.


 


		3.	Section
                                         8.1(a) of the SPA is hereby amended by deleting the words “provided,
                                         that the Company may, in its sole discretion, extend the Filing Date up to ten (10) days”
                                         therein.



 


		4.	Effective as of the date hereof, this Amendment amends and
                                         is hereby incorporated in and forms a part of the SPA, and except as amended hereby the
                                         SPA is confirmed in all respects and remains in full force and effect. The SPA and this
                                         Amendment constitute the entire agreement between the parties with respect to the subject
                                         matter hereof and supersede all prior negotiations, representations or agreements relating
                                         thereto, whether written or oral. No amendment or modification of this Amendment shall
                                         be valid or binding upon the parties unless in writing and signed by the Parties.



 


		5.	The Parties agree that if any provision of this Amendment
                                         is found to be invalid or unenforceable, it will not affect the validity or enforceability
                                         of any other provision. This Amendment shall be governed by the laws of the State of
                                         New York, without regard to the choice of law principles thereof.



 


[Signature
page follows]


 




    	Page 2 of 4



    	 



    

 


IN
WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written.


 


	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ William
    M. Kahane
	 	 	Name: William M. Kahane
	 	 	Title:   Chief Executive Officer
	 	 	 
	 	RCAP HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Nicholas
    S. Schorsch
	 	 	Name: Nicholas S. Schorsch
	 	 	Title:  Managing Member


 


[Signature
Page to Amendment No. 1 to Securities Purchase Agreement]


 




    	 



    	 



    

 


	 	LUXOR CAPITAL GROUP, LP


 


	 	By	/s/
    Norris Nissim



	 	Name:	Norris
    Nissim
	 	Title:	General Counsel
	 	 	Luxor Capital
    Group, LP
	 	 	Investment Manager


 


	 	LUXOR CAPITAL PARTNERS OFFSHORE

 MASTER FUND, LP


 


	 	By	/s/ Norris Nissim



	 	Name:	Norris
    Nissim
	 	Title:	General Counsel
	 	 	Luxor Capital
    Group, LP
	 	 	Investment Manager


 


	 	LUXOR SPECTRUM OFFSHORE MASTER

 FUND, LP


 


	 	By	/s/ Norris Nissim



	 	Name:	Norris
    Nissim
	 	Title:	General Counsel
	 	 	Luxor Capital
    Group, LP
	 	 	Investment Manager


 


	 	LUXOR WAVEFRONT, LP


 


	 	By	/s/
    Norris Nissim



	 	Name:	Norris
    Nissim
	 	Title:	General Counsel
	 	 	Luxor Capital
    Group, LP
	 	 	Investment Manager


 


	 	OC 19 MASTER FUND, L.P.-LCG


 


	 	By	/s/ Norris Nissim



	 	Name:	Norris
    Nissim
	 	Title:	General Counsel
	 	 	Luxor Capital
    Group, LP
	 	 	Investment Manager


 


[Signature
Page to Amendment to SPA]