Exhibit 10.10


 


AMENDMENT NO. 1


 


to


 


THIRD AMENDED AND RESTATED LIMITED LIABILITY
COMPANY


AGREEMENT OF REALTY CAPITAL SECURITIES,
LLC


 


between


 


RCS CAPITAL HOLDINGS, LLC,


 


and


 


RCAP HOLDINGS, LLC,


 


Dated as of May 7, 2014


 




    	 



    	 



    

  


AMENDMENT NO. 1 TO THE THIRD AMENDED
AND RESTATED LIMITED


LIABILITY COMPANY AGREEMENT OF REALTY
CAPITAL SECURITIES, LLC


 


This Amendment No. 1, dated as of May 7,
2014 (this “Amendment”), to the Third Amended and Restated Limited Liability Company Agreement of Realty Capital
Securities, LLC (the “Company”), dated as of February 11, 2014 (the “Agreement”), is made
and entered into between RCS CAPITAL HOLDINGS, LLC, a Delaware limited liability company (“Holdco”), and RCAP
HOLDINGS, LLC, a Delaware limited liability company (“RCAP Holdings”).


 


All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement


 


RECITALS


 


WHEREAS, on August 29, 2007, the
Company (f/k/a American Realty Capital Securities, LLC) was formed as a limited liability company pursuant to the Delaware Limited
Liability Company Act by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware;


 


WHEREAS, such Certificate of Formation
was amended to change of the Company to “Realty Capital Securities, LLC” by the filing of a certificate of amendment
thereto on September 20, 2007;


 


WHEREAS, a Limited Liability Company
Agreement of the Company was entered into and was subsequently amended and restated in its entirety by the Limited Liability Company
Agreement on March 17, 2008;


 


WHEREAS, a Second Amended and Restated
Limited Liability Company Agreement of the Company was entered into on June 10, 2013 by RCS Capital Corporation, a Delaware corporation
(“PubCo”), and RCAP Holdings, in connection with the consummation of the initial public offering shares of
shares of the Class A common stock, par value $0.001 per share, of PubCo;


 


WHEREAS, a Third Amended and Restated
Limited Liability Company Agreement of the Company was entered into on February 11, 2014 (the “Existing Agreement”)
by Holdco and RCAP Holdings in connection with a plan to restructure the ownership of PubCo and raise additional capital, and
in connection with such plan PubCo and RCS Capital Management, LLC, a Delaware limited liability company (“RCSCM”)
entered into a Contribution Agreement pursuant to which PubCo and RCSCM, on the terms and subject to the conditions set forth
therein, contributed, among other things, their respective rights, title and interests in the limited liability company interests
of the Company to Holdco in consideration for limited liability company interests of Holdco; and


 


WHEREAS, the Members desire to enter
into this Amendment to formalize its compliance with the rules promulgated by the Financial Industry Regulatory Authority (“Membership
and Registration Rules”);


 




    	 



    	 



    

 


NOW, THEREFORE, in consideration of the
premises, agreements and obligations set forth herein the Members agree to amend the Existing Agreement as follows:


 


		1.	Definitions. All capitalized undefined terms used in this
                                         Amendment shall have the meanings ascribed thereto in the Agreement, as amended hereby.



 


		2.	Amendments.



 


		2.1.	Article 7 of the Agreement is hereby modified
                                         and amended by:



 


		2.1.1.	Adding the following new Section 7.05:



 


“Compliance with FINRA and NASD Rules.
Any individual who participates in the day to day management of the Company shall be properly registered and qualified in accordance
with Membership and Registration Rules 1020-1060.”


 


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IN WITNESS WHEREOF, the undersigned
Members have duly executed this Agreement as of the date first written above.


 


	 	RCS CAPITAL HOLDINGS, LLC
	 	By: RCS Capital Corporation, its sole member
	 	 	 
	 	By:	/s/ Brian D. Jones
	 		Name: Brian D. Jones
	 		Title:   Chief Financial Officer and
	 	 	Assistant Secretary
	 	 	 
	 	RCAP HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 		Name: Nicholas S. Schorsch
	 		Title:   Manager