Exhibit 10.45


 





REDEMPTION AND EXCHANGE AGREEMENT


 


This REDEMPTION AND
EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014, by and between RCS
Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Corporation, a Delaware
corporation (“RCAP”), in its individual capacity and its capacity as Managing Member of Holdings and those individuals
listed on Exhibit A hereto (the “LTIP Members”). Terms not defined herein have the meaning ascribed to them
under the Limited Liability Company Agreement of RCS Capital Holdings, LLC, entered into as of February 11, 2014, between RCAP
and RCS Capital Management, LLC, a Delaware limited liability company and RCAP’s service provider (“RCS Management”),
as amended by the First Amendment to Limited Liability Company Agreement of Holdings, dated as of April 29, 2014, among RCAP and
the LTIP Members (the “LLC Agreement”).


 


WHEREAS, RCAP,
Holdings and RCS Management are party to that certain Amended and Restated RCS Capital Corporation 2013 Multi-Year Outperformance
Agreement, dated as of February 11, 2014 (the “OPP Agreement”), pursuant to which RCS Management was granted
LTIP Units in Holdings (the “Award LTIP Units”);


 


WHEREAS, RCAP,
Holdings and RCS Management are party to that certain Amendment No.1 to Amended and Restated 2013 Multi-Year Outperformance Agreement,
dated as April 29, 2014 (“Amendment No.1”), pursuant to which the parties agreed that April 28, 2014 would be
the First Valuation Date (as defined in the OPP Agreement) under the OPP Agreement, any Award LTIP Units earned as of such First
Valuation Date (the “Earned LTIP Units”) would be subject to vesting in accordance with the OPP Agreement and
that any Award LTIP Units not earned on such First Valuation Date would be cancelled and forfeited;


 


WHEREAS, pursuant
to the OPP Agreement, the Earned LTIP Units will either vest ratably on June 4, 2016, June 4, 2017 and June 4, 2018, or in full
upon the termination of RCS Management’s service to RCAP by either RCS Management or RCAP for any reason


 


WHEREAS, pursuant
to that certain Agreement dated as of April 29, 2014 (the “LTIP Assignment Agreement”), among RCS Management,
RCAP and the LTIP Members, effective as of April 29, 2014, RCS Management distributed, transferred and assigned to the LTIP Members
its entire interest in the Earned LTIP Units as set forth in the LTIP Assignment Agreement;


 


WHEREAS, pursuant
to the LLC Agreement, an LTIP Unit will automatically convert into a Class C Unit 30 days following the vesting of the LTIP Unit,
provided that the LTIP Economic Capital Account Balance attributable to the LTIP Unit is equal to the Common Unit Economic Balance.


 


WHEREAS, Class
C Units are redeemable for cash or Class A Stock of RCAP (the “Exchange Consideration”) and, in accordance with
the LLC Agreement, such redemption is to occur 60 days after RCAP receives written notice of a Member’s election to redeem
Class C Units.


 


WHEREAS, RCAP,
as managing member of Holdings has determined that the LTIP Economic Capital Account Balance attributable to each of the Earned
LTIP Units is equal to the Common Unit Economic Balance and has taken such steps under the LLC Agreement as is required in connection
therewith.


 






    	 



    	 



    

 


WHEREAS, in
order (i) for RCAP to be entitled to a 100% dividends received deduction with respect to dividends from its corporate subsidiaries,
(ii) to facilitate future corporate acquisitions by RCAP in a tax efficient manner, including eliminating the potential for tax
associated with the deconsolidation of corporate targets and (iii) to further streamline the structure of RCAP and its subsidiaries,
the Board of Directors of RCAP has determined that it is in the best interest of RCAP and Holdings to facilitate the LTIP Members’
exchange of their Earned LTIP Units for the Exchange Consideration prior to December 31, 2014.


 


WHEREAS, the
Board of Directors of RCAP has determined that it is in the best interest of RCAP to issue the Exchange Consideration to the LTIP
Members in the form of Class A Stock of RCAP.


 


WHEREAS, in
order to facilitate the immediate exchange of the Earned LTIP Units for Class A Stock of RCAP, the Board of Directors of RCAP has
determined that it is in the best interests of RCAP and Holdings, and accordingly as of December 30, 2014 has resolved to, (i) accelerate
in full the vesting of the Earned LTIP Units, (ii) cause Holdings to waive the 30-day waiting period prior to the automatic conversion
of such vested Earned LTIP Units into Class C Units and (iii) waive the 60-day period prior to the delivery of the Exchange Consideration
with respect to the Class C Units received by the LTIP Members in exchange for such vested Earned LTIP Units.


 


WHEREAS, RCAP,
Holdings, RCS Management and the LTIP Members are party to that certain Amendment No.2 to Amended and Restated 2013 Multi-Year
Outperformance Agreement, dated as December 31, 2014 (“Amendment No.2”), pursuant to which the parties agreed
that the Earned LTIP Units would become fully vested on December 31, 2014, and automatically convert to Class C Units in accordance
with the LLC Agreement.


 


WHEREAS, as
a condition to the immediate vesting of the Earned LTIP Units, each LTIP Member has agreed to redeem and exchange all of the Class
C Units received by such LTIP Member in exchange for such LTIP Member’s Earned LTIP Units in accordance with the terms and
conditions of the LLC Agreement.


 


WHEREAS, RCAP
desires to issue in exchange for the Class C Units received by each LTIP Member in exchange for such LTIP Member’s Earned
LTIP Units an amount of shares of Class A Stock of RCAP equal to the Common Stock Amount in accordance with the terms of the LLC
Agreement.


 


WHEREAS, the
parties hereto desire to consummate the contribution and exchange in accordance with the terms set forth below.


 


NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the
parties hereto, intending to be legally bound hereby, agree as follows:


 






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Article
I.

WAIVER, EXCHANGE AND PURCHASE


 


Section 1.1.WAIVER.
Holdings hereby agrees (i) to waive the 30-day waiting period required prior to the automatic conversion of vested Earned LTIP
Units, such that the LTIP Units are immediately converted as of the date hereof into the Class C Units (ii) to waive the requirement
pursuant to Section 14.03(b)(i) of the LLC Agreement that each LTIP Member exercise his Class C Unit Redemption Right on a Specified
Redemption Date, and agrees to instead accept each LTIP Member’s Notice of Redemption and exercise of the Class C Unit Redemption
Right pursuant to Section 1.2 of the Agreement as of the date hereof.


 


Section 1.2.NOTICE
OF REDEMPTION. Each LTIP Member, as holder of Class C Units, hereby exercises his Class C Unit Redemption Right, whereby he
elects to exchange such Class C Units for the Class C Unit Redemption Amount, and hereby affirms that this Agreement is intended
to serve as the Notice of Redemption in respect of his exercise of his Class C Unit Redemption Right within the meaning of Section
14.03(b)(i) of the LLC Agreement.


 


Section 1.3.EXCHANGE
OF CLASS C UNITS FOR CLASS A STOCK. RCAP hereby elects, pursuant to its rights as Managing Member under Section 14.03(b)(ii)
of the LLC Agreement, to issue in exchange for Class C Units that number of shares of Class A Stock listed as due to such LTIP
Member on Exhibit A hereto (with respect to each LTIP Member, an “Exchange,” and such shares with respect to
each LTIP Member, “Shares”). As of the date hereof, all rights of the LTIP Members, as holders of the Class
C Units, shall terminate, and the LTIP Members shall be treated for all purposes as the holders of Shares of Class A Stock.


 


Section 1.4.ISSUANCE
OF CLASS A STOCK; WITHHOLDING. RCAP shall issue to each LTIP Member those Shares of Class A Stock as listed on Exhibit A hereto.
To the extent withholding is required upon each Exchange, in the sole determination of RCAP, RCAP shall reduce the amount of Shares
due to such LTIP Member in an amount sufficient to satisfy the withholding requirement. Such withheld Shares shall be treated as
an amount received by such LTIP Member in redemption of its Class C Units.


 


Article
II.

REPRESENTATIONS AND WARRANTIES OF PUBCO


 


RCAP hereby represents,
warrants and agrees with Holdings and the LTIP Members that:


 


Section 2.1.ORGANIZATION;
AUTHORITY. RCAP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
RCAP has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby, and to
carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and
is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification
necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the
financial condition or results of operations of RCAP.


 


Section 2.2.DUE
AUTHORIZATION. The execution, delivery and performance of this Agreement by RCAP have been duly and validly authorized by all
necessary action of RCAP.


 






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This Agreement and each agreement, document
and instrument executed and delivered by or on behalf of RCAP pursuant to this Agreement constitute, or when executed and delivered
will constitute, the legal, valid and binding obligation of RCAP, each enforceable against RCAP in accordance with its terms, subject
to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles
of equity.


 


Section 2.3.CONSENTS
AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under
any applicable laws is required to be obtained by RCAP in connection with the execution, delivery and performance of this Agreement
and the transactions contemplated hereby.


 


Section 2.4.NO
VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the
parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under
(a) the organizational documents of RCAP, (b) any term or provision of any judgment, order, writ, injunction, or decree binding
on RCAP, or (c) any other material agreement to which RCAP is a party.


 


Section 2.5.VALIDITY
OF CLASS A STOCK. The Shares of Class A Stock, when issued in accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable, free and clear of all liens, claims and encumbrances.


 


Article
III.

REPRESENTATIONS AND WARRANTIES OF HOLDCO


 


Holdings hereby represents,
warrants and agrees with RCAP and the LTIP Members that:


 


Section 3.1.ORGANIZATION;
AUTHORITY. Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of
the State of Delaware. Holdings has all requisite power and authority to enter this Agreement and to carry out the transactions
contemplated hereby, and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified
to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property
make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material
adverse effect on the financial condition or results of operations of Holdings.


 


Section 3.2.DUE
AUTHORIZATION. The execution, delivery and performance of this Agreement by Holdings have been duly and validly authorized
by all necessary action of Holdings. This Agreement and each agreement, document and instrument executed and delivered by or on
behalf of Holdings pursuant to this Agreement constitute, or when executed and delivered will constitute, the legal, valid and
binding obligation of Holdings, each enforceable against Holdings in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.


 






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Section 3.3.CONSENTS
AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under
any applicable laws is required to be obtained by Holdings in connection with the execution, delivery and performance of this Agreement
and the transactions contemplated hereby.


 


Section 3.4.NO
VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the
parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under
(a) the organizational documents of Holdings, (b) any term or provision of any judgment, order, writ, injunction, or decree binding
on Holdings, or (c) any other material agreement to which Holdings is a party.


 


Article
IV.

REPRESENTATIONS AND WARRANTIES OF THE LTIP MEMBERS


 


Each LTIP Member hereby
represents, warrants and agrees with Holdings and RCAP that:


 


Section 4.1.AUTHORITY.
The LTIP Member has all requisite power and authority to enter this Agreement and to carry out the transactions contemplated hereby.


 


Section 4.2.CONSENTS
AND APPROVALS. No consent, waiver, approval or authorization of, or filing with, any Person or governmental authority or under
any applicable laws is required to be obtained by the LTIP Member in connection with the execution, delivery and performance of
this Agreement and the transactions contemplated hereby.


 


Section 4.3.NO
VIOLATION. None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between the
parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or
without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under
(a) any term or provision of any judgment, order, writ, injunction, or decree binding on the LTIP Member, or (c) any other material
agreement to which the LTIP Member is a party.


 


Section 4.4.LTIP
UNITS. The Earned LTIP Units to be converted pursuant to this Agreement are owned of record and beneficially by such LTIP Member,
free and clear of all liens, claims and encumbrances.


 


Article
V.

GENERAL PROVISIONS


 


Section 5.1.COUNTERPARTS.
This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each party and delivered to each other party.


 


Section 5.2.ENTIRE
AGREEMENT; THIRD-PARTY BENEFICIARIES. This Agreement, including, without limitation, the exhibits and schedules hereto, constitute
the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding
the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than
the parties hereto.


 






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Section 5.3.GOVERNING
LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of
any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.


 


Section 5.4.ASSIGNMENT.
This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective
heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (including by
operation of law) by either party without the prior written consent of the other party and any attempted assignment without such
consent shall be null and void and of no force and effect.


 


Section 5.5.JURISDICTION.
The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in Borough of Manhattan,
City of New York, State of New York, with respect to any dispute arising out of this Agreement or any transaction contemplated
hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, and (b) irrevocably waive,
and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action
is brought in an inconvenient forum, or that the venue of the action is improper.


 


Section 5.6.SEVERABILITY.
Each provision of this Agreement will be interpreted so as to be effective and valid under applicable law, but if any provision
is held invalid, illegal or unenforceable under applicable law in any jurisdiction, then such invalidity, illegality or unenforceability
will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been included herein.


 


Section 5.7.DESCRIPTIVE
HEADINGS. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.


 


Section 5.8.NO
PERSONAL LIABILITY CONFERRED. This Agreement shall not create or permit any personal liability or obligation on the part of
any officer, director, partner, member, employee or shareholder of the parties hereto.


 


Section 5.9.FURTHER
ASSURANCES. Each of the parties shall, without further consideration, take such action and execute and deliver such documents
as may be necessary to carry out this Agreement.


 


Section 5.10.AMENDMENTS.
This Agreement may be amended, supplemented or otherwise modified only by written instrument signed by all the parties hereto.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first set forth above.


 


RCAP:


 


RCS CAPITAL CORPORATION


 


By:/s/
Edward M. Weil, Jr             


Name: Edward M. Weil, Jr.

Title: Chief Executive Officer


 


Holdings:


 


RCS CAPITAL HOLDINGS, LLC


 


By: RCS CAPITAL CORPORATION, its Managing
Member


 


By:
/s/ Edward M. Weil, Jr            


Name: Edward M. Weil, Jr.

Title: Chief Executive Officer


 


LTIP Members:


 


By:/s/
Nicholas S. Schorsch          


Name: Nicholas S. Schorsch


 


By:/s/
William M. Kahane              


Name: William M. Kahane


 


By:/s/
Shelley D. Schorsch            


Name: Shelley D. Schorsch,

by Nicholas S. Schorsch as

attorney-in-fact


 






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By /s/
Edward M. Weil, Jr.              


Name: Edward M. Weil, Jr.


 


By:/s/
Peter M. Budko                    


Name: Peter M. Budko


 


By:/s/
Brian S. Block                       


Name: Brian S. Block


 






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Exhibit
A


 


	LTIP Member	Shares of Class A Stock
	 	 
	Nicholas S. Schorsch	174,193
	 	 
	William M. Kahane	42,040
	 	 
	Shelley D. Schorsch	23,445
	 	 
	Peter M. Budko	50,995
	 	 
	Edward M. Weil, Jr.	10,914
	 	 
	Brian S. Block	9,360


 






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