Exhibit 10.44


 





  


 


 


 


RCS CAPITAL CORPORATION



(a Delaware corporation)



24,000,000 Shares of Class A Common Stock



UNDERWRITING AGREEMENT


 


Dated: June 4, 2014


 


 





    	 



    	 



    

 


RCS CAPITAL CORPORATION

(a Delaware corporation)

24,000,000 Shares of Class A Common Stock


 


UNDERWRITING AGREEMENT


 


June 4, 2014


 


Merrill
Lynch, Pierce, Fenner & Smith Incorporated


Barclays Capital Inc.


 


as Representatives of the several Underwriters


c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated


 


One Bryant Park

New York, New York 10036


 


c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019


 


Ladies and Gentlemen:


 


RCS Capital Corporation,
a Delaware corporation (the “Company”), and RCAP Holdings, LLC, a Delaware limited liability company (the “Selling
Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively,
the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch and Barclays are acting as representatives (in such capacity, the “Representatives”),
with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by
the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001
per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company
and the Selling Shareholder to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof
to purchase all or any part of 3,600,000 additional shares of Common Stock. The aforesaid 24,000,000 shares of Common Stock (the
“Initial Securities”) to be purchased by the Underwriters and all or any part of the 3,600,000 shares of Common Stock
subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the
“Securities.”


 




    	 



    	 



    

  


The Company and the
Selling Shareholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives
deem advisable after this Agreement has been executed and delivered.


 


The Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-193925),
including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the
Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company
will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations
of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the
1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time
it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule
430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto,
the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein
called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration
Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration
Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution
and delivery of this Agreement, is herein called a “preliminary prospectus.” The final prospectus, in the form first
furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.”
For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).


 


As used in this Agreement:


 


“Applicable
Time” means 9:00 A.M., New York City time, on June 5, 2014 or such other time as agreed by the Company, Merrill Lynch and
Barclays.


 


“General
Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the
most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on
Schedule C-1 hereto, all considered together.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the
form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).


 




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“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced
by its being specified in Schedule C-2 hereto.


 


“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.


 


“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of
the 1933 Act.


 


“Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the 1933 Act.


 


All references in this
Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like
import) shall include all such financial statements and schedules and other information which is incorporated by reference in or
otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus
or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement
to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall include the filing
of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference
in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus
or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.


 


Section
1.Representations and Warranties.


 


(a)Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable
Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:


 


(i)Registration
Statement and Prospectuses. Each of the Registration Statement and any post-effective amendment thereto, if any, has become
effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company,
contemplated. The Company has complied with each request (if any) from the Commission for additional information.


 




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Each of the
Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations. The most recent preliminary prospectus that is distributed
to investors prior to the Applicable Time, the Prospectus and any amendment or supplement thereto, at the time each was filed with
the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary
prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.


 


(ii)Accurate
Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, if any, at its effective time, at
the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted,
omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus,
when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material
fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including
any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing
Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or
will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.


 


The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment
thereto), the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any individual Issuer Limited
Use Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall
be the information in the first paragraph under the heading “Underwriting (Conflicts of Interest)–Commissions and Discounts,”
the information in the second, third and fourth paragraphs under the heading “Underwriting (Conflicts of Interest)–Price
Stabilization, Short Positions” (insofar as such statements relate to the amount of selling concession and reallowance or
to over-allotment and stabilization activities that may be undertaken by the Underwriters) and the information under the heading
“Underwriting (Conflicts of Interest)–Electronic Distribution” in each case contained in the most recent preliminary
prospectus that is distributed to investors prior to the Applicable Time (or any amendment or supplement thereto) (collectively,
the “Underwriter Information”).


 




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(iii)Offering
Materials Furnished to Underwriters. The Company has delivered to the Representatives a complete copy of the Registration Statement,
each amendment thereto and any Rule 462(b) Registration Statement and of each opinion, consent and certificate of experts filed
as a part thereof, and conformed copies of the Registration Statement, each amendment thereto and any Rule 462(b) Registration
Statement (without exhibits) and each preliminary prospectus, the General Disclosure Package, the Prospectus, as amended or supplemented,
and any free writing prospectus reviewed and consented to by the Representatives, in such quantities and at such places as the
Representatives have reasonably requested for each of the Underwriters.


 


(iv)Distribution
of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of (A) the
expiration or termination of the option granted to the several Underwriters in Section 2 hereof and (B) the completion of the Underwriters’
distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than any
preliminary prospectus, the General Disclosure Package, the Prospectus, any free writing prospectus reviewed and consented to by
the Representatives or the Registration Statement, except to the extent required to be distributed pursuant to Section 3(b).


 


(v)Issuer
Free Writing Prospectuses. Except as set forth therein, no Issuer Free Writing Prospectus conflicts or will conflict with the
information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part
thereof that has not been superseded or modified.


 


(vi)Testing-the-Waters
Materials. The Company (A) has not engaged in any Testing-the-Waters Communication and (B) has not authorized anyone to engage
in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.


 


(vii)Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)
of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company be considered an ineligible issuer.


 


(viii)Emerging
Growth Company Status. From the time of the initial filing of the Registration Statement with the Commission (or, if earlier,
the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters
Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section
2(a) of the 1933 Act (an “Emerging Growth Company”).


 




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(ix)Independent
Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement,
the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act
Regulations, the 1934 Act, the 1934 Act Regulations and the Public Accounting Oversight Board.


 


(x)Financial
Statements; Non-GAAP Financial Measures. The financial statements included in the Registration Statement, the General Disclosure
Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows
of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity
with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented.
The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected
financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and
the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited
financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration
Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in
accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly
compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein,
no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement,
the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations.
All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of
the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business
Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the
information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto, the 1934 Act or the 1934 Act Regulations.


 


(xi)No
Material Adverse Change in Business. Except as otherwise stated in the Registration Statement, the General Disclosure Package
or the Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Disclosure
Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into
by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect
to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.


 




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(xii)Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct
its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and
perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and
is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a
Material Adverse Effect.


 


(xiii)Good
Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of
Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and
is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or
similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration
Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing
in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.
Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued
and outstanding equity securities of each Subsidiary have been duly authorized and validly issued, were fully paid and non-assessable
and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. None of the outstanding equity securities of any Subsidiary were issued in violation of the preemptive
or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company are listed on Exhibit 21 to the
Registration Statement.


 


(xiv)Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the
General Disclosure Package and the Prospectus in the column entitled “Historical” under the caption “Capitalization”
(except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, stock purchase programs
or employee benefit plans referred to in the Registration Statement, the General Disclosure Package or the Prospectus or pursuant
to the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for Common Stock referred
to in the Registration Statement, the General Disclosure Package or the Prospectus). The outstanding shares of capital stock of
the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized
and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company, including
the Securities to be purchased by the Underwriters from the Selling Shareholder, were issued in violation of the preemptive or
other similar rights of any securityholder of the Company.


 




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(xv)Stock
Exchange Listing. The Securities are registered pursuant to Section 12(b) of the 1934 Act and are listed on the New York
Stock Exchange, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration
of the Securities under the 1934 Act or delisting the Securities from the New York Stock Exchange, nor has the Company received
any notification that the Commission or New York Stock Exchange is contemplating terminating such registration or listing.


 


(xvi)Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of,
the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable principles regardless of whether considered
in a proceeding in equity or at law.


 


(xvii)Authorization
and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized
for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to
this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable;
and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package
and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Securities
will be subject to personal liability by reason of being such a holder.


 


(xviii)Registration
Rights. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there
are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration
Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement.


 


(xix)Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter,
by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which
any of the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”),
except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of
any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body,
administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any
of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that
would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package
and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities
as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder
have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice
or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary
pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges
or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in
any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries
or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment
Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of
such indebtedness by the Company or any of its subsidiaries.


 




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(xx)Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent, which, in either case, would result in a Material Adverse Effect.


 


(xxi)ERISA
Compliance. Except as otherwise disclosed in the Registration Statement, General Disclosure Package or Prospectus, the
Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security
Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance with
ERISA, except as would not, individually or in the aggregate, result in a Material Adverse Effect. “ERISA Affiliate”
means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414(b),(c),(m)
or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”)
of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or
is reasonably expected to occur with respect to any “employee pension benefit plan” (as defined under ERISA) established
or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee pension benefit plan”
established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee pension benefit
plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither
the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee pension benefit plan,” (ii)
Sections 412, 4971 or 4975 of the Code, or (iii) Section 4980B of the Code as a result of a failure to comply with such section.
Except as would not, individually or in the aggregate, result in a Material Adverse Effect, each “employee pension benefit
plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be
qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which
would cause the loss of such qualification.


 


(xxii)Absence
of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there
is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge
of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected to
result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect their respective
properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of
its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such
subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Registration
Statement, the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business,
would not result in a Material Adverse Effect.


 




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(xxiii)Accuracy
of Exhibits. There are no contracts or documents which are required under the 1933 Act or the 1933 Act Regulations to be described
in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration
Statement which have not been so described and filed as required.


 


(xxiv)Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations,
the rules of the New York Stock Exchange, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc.
(“FINRA”).


 


(xxv)Possession
of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business
now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse
Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where
the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses
are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the
Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental
Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material
Adverse Effect.


 






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(xxvi)Title
to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title
to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure
Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the
leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which
the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package
or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases
or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession
of the leased or subleased premises under any such lease or sublease.


  


(xxvii)Possession
of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively,
“Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of
its subsidiaries has received any notice of any infringement of or conflict with asserted rights of others with respect to any
Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect
the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.


 


(xxviii)
Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package or the Prospectus or
as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries
is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health (with respect to exposure to chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively,
“Hazardous Materials”)), the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened
release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements,
(C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental
Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances
that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by
any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials
or any Environmental Laws.


 









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(xxix)Accounting
Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial
reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls
sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or
specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s
general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business
Reporting included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information
called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s
most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial
reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


  


The Company
and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and
Rule 15d-15 under the 1934 Act Regulations) that: (I) are designed to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial
officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934
Act are being prepared; (II) have been evaluated by management of the Company for effectiveness as of the end of the Company’s
most recent fiscal quarter; and (III) are effective in all material respects to perform the functions for which they were established.
The Company is not aware of (x) any significant deficiencies or material weaknesses in the design or operation of internal control
over financial reporting which are likely to adversely affect the Company’s ability to record, process, summarize and report
financial information or (y) any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control
over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is likely to
materially affect, the Company’s internal control over financial reporting.


 






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(xxx)Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors
or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) applicable to the Company,
including Section 402 related to loans and Sections 302 and 906 related to certifications.


 


(xxxi)Payment
of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have
been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments
against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The United States
federal income tax returns of the Company through the fiscal year ended December 31, 2013 have been settled and no assessment in
connection therewith has been made against the Company. The Company and its subsidiaries have filed all other tax returns that
are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure
to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant
to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith
and as to which adequate reserves have been established by the Company. The charges, accruals and reserves on the books of the
Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments
or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would
not result in a Material Adverse Effect.


  


(xxxii)Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers,
in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar
business, and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries
will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage
from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would
not result in a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any insurance coverage
which it has sought or for which it has applied.


 



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(xxxiii)Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will
not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940
Act”).


 


(xxxiv)Absence
of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take,
directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in
a violation of Regulation M under the 1934 Act.


 


(xxxv)Foreign
Corrupt Practices Act. None of the Company, any of its subsidiaries and, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken
any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any
candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its
affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 


(xxxvi)Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering
Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


  


(xxxvii)OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject
or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”),
the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will
not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such
proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or
in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result
in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions.


 



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(xxxviii)Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter
and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate
of any Underwriter.


 


(xxxix)Related
Party Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the most recent preliminary prospectus that is distributed to investors prior to
the Applicable Time, the General Disclosure Package or the Prospectus which have not been described as required in all material
respects. The General Disclosure Package contains in all material respects the same description of the matters set forth in the
preceding sentence contained in the Prospectus. Neither the Company nor any of its subsidiaries has extended or maintained credit,
arranged for the extension of credit, or renewed any extension of credit, in the form of a personal loan, to or for any director
or executive officer (or equivalent thereof) of the Company and/or such subsidiary except for such extensions of credit as are
permitted by Section 13(k) of the 1934 Act.


 


(xl)FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, and to the
knowledge of the Company, its officers and directors in connection with letters, filings or other supplemental information provided
to FINRA pursuant to FINRA Rule 5110, 5121 or 5190 is true, complete and correct in all material respects.


 


(xli)Parties
to Lock-Up Agreements. Schedule D hereto contains a true, complete and correct list of all directors and executive officers
of the Company and other persons required to be bound by a lock-up agreement.


  


(xlii)No
Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company,
any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate
for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration
Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus.


 


(xliii)Certain
Registrations; Investment Advisers Act. The Company is not required to be registered, licensed or qualified as an investment
adviser, a broker-dealer, a commodity trading advisor, a commodity pool operator or a futures commission merchant. Each of the
Company’s subsidiaries that is required to be registered, licensed or qualified as an investment adviser, a broker-dealer,
a commodity trading advisor, a commodity pool operator or a futures commission merchant is so registered, licensed or qualified
in each jurisdiction where the conduct of its business requires such registration, license or qualification (and such registration,
license or qualification is in full force and effect), and is in compliance with all applicable laws and regulations requiring
any such registration, licensing or qualification, except where the failure to be so registered, licensed, qualified or in compliance
would not, individually or in the aggregate, result in a Material Adverse Effect. Each of the Company’s subsidiaries that
is required to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), has adopted a written compliance program reasonably designed to ensure compliance with the Advisers Act and has appointed
a chief compliance officer, except where the failure to do so would not, individually or in the aggregate, result in a Material
Adverse Effect.


 



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(xliv)Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure
Package or the Prospectus are based on or derived from sources that (i) the Company believes to be reliable and accurate in all
material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources,
or (ii) represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


(xlv)Dividend
Restrictions. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus,
no subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from
making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any
other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary
from the Company or from transferring any property or assets to the Company or to any other subsidiary, except as may be prohibited
or restricted by law.


 


(xlvi)Brokers.
Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no broker,
finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission
as a result of any transactions contemplated by this Agreement.


  


(b)Representations
and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date
hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date
of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:


 


(i)Accurate
Disclosure. Neither the General Disclosure Package nor the Prospectus or any amendments or supplements thereto includes any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that this sentence applies only to statements or
omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Selling Shareholder
to the Company or the Representatives expressly for use in the Registration Statement, the General Disclosure Package or the Prospectus
or any amendments or supplements thereto (the “Selling Shareholder Information”). The Selling Shareholder is not prompted
to sell the Securities to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary
of the Company which is not set forth in the General Disclosure Package or the Prospectus.


 



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(ii)Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.


 


(iii)Noncontravention.
The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by the Selling Shareholder
and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder
do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach
of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be
sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder
is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder
is subject (except for such conflicts, breaches, defaults or taxes, liens, charges or encumbrances that would not, singly or in
the aggregate, result in a material adverse effect on the consummation of the transactions contemplated hereby), nor will such
action result in any violation of (A) the provisions of the charter or by-laws or other organizational instrument of the Selling
Shareholder, if applicable, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of
its properties, except in the case of clause (B) for such violations that would not, singly or in the aggregate, result in a material
adverse effect on the consummation of the transactions contemplated hereby.


  


(iv)Valid
Title. The Selling Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by the Selling
Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power,
and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities
to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.


 



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(v)Delivery
of Securities. Upon payment of the purchase price for the Securities to be sold by the Selling Shareholder pursuant to this
Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee
as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Securities is unnecessary because
such Securities are already in possession of Cede or such nominee), registration of such Securities in the name of Cede or such
other nominee (unless registration of such Securities is unnecessary because such Securities are already registered in the name
of Cede or such nominee), and the crediting of such Securities on the books of DTC to securities accounts (within the meaning of
Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse
claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”),
to such Securities), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement”
in respect of such Securities and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or
other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may
be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling
Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Securities will have been
registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance
with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,”
within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records
of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing
corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9)
of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the
rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC
or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b)
and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy
claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held
by DTC or such securities intermediary.


 


(vi)Absence
of Manipulation. The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed
to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Securities.


  


(vii)Absence
of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree
of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic
or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder, or in connection
with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement,
except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the
New York Stock Exchange, state securities laws or the rules of FINRA.


 


(viii)No
Registration or Other Similar Rights. The Selling Shareholder does not have any registration or other similar rights to have
any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated
by this Agreement.


 






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(ix)No
Free Writing Prospectuses. The Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any
“free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with
the offer or sale of the Securities.


 


(x)No
Association with FINRA. Neither the Selling Shareholder nor any of its affiliates directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated
with a member (within the meaning of the FINRA By-Laws) of FINRA.


 


(c)Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives
or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the
Selling Shareholder to the Underwriters as to the matters covered thereby.


 


Section
2.Sale and Delivery to Underwriters; Closing.


 


(a)Initial Securities.
On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the
Company and the Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and
each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, at the price per
share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of
the Company or the Selling Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite
the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such
adjustments among the Underwriters as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional
shares.


  


(b)Option Securities.
In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, the Company and the Selling Shareholder, acting severally and not jointly, hereby grant an option to the Underwriters,
severally and not jointly, to purchase up to an additional 3,600,000 shares of Common Stock, as set forth in Schedule B, at the
price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for
30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives
to the Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are
then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of
delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all
or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion
of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite
the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Merrill
Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.


 






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(c)Payment.
Payment of the purchase price for, and delivery of certificates or book entry credits for, the Initial Securities shall be made
at the offices of Cahill Gordon & Reindel LLP, or at such other place as shall be agreed upon by the Representatives and the
Company and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of
Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives
and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”).


 


In addition, in the
event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed
upon by the Representatives and the Company and the Selling Shareholder, on each Date of Delivery as specified in the notice from
Merrill Lynch to the Company and the Selling Shareholder.


 


Payment shall be made
to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the
Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of
the Underwriters of certificates or book entry credits for the Securities to be purchased by them. It is understood that each Underwriter
has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price
for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and
not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial
Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations
hereunder.


  


(d)Denominations;
Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be. The Initial Securities and any Option Securities shall be delivered by or on
behalf of the Company or the Selling Shareholder, as applicable, to the Representatives, through the facilities of The Depository
Trust Company, for the account of the several Underwriters. The certificates for the Initial Securities and the Option Securities,
if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00
A.M. (New York time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.


 






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Section
3.Covenants of the Company and the Selling Shareholder. The Company covenants (and, solely with respect to Section
3(k), the Selling Shareholder also covenants) with each Underwriter as follows:


 


(a)Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430A, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment
to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii)
of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing
or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of
any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes
the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will
effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance
on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted
for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file
such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, prevention or suspension
and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.


 


(b)Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General
Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception
afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered
in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration
Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus
in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement
the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act
or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the
Underwriters shall object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as
the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934
Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its
intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies
of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any
such document to which the Representatives or counsel for the Underwriters shall reasonably object.


   


(c)Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits
filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without
charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each
of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.


 


(d)Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the
1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities
is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(e)Blue Sky
Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for
offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives
may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities;
provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation
in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 






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(f)Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits
contemplated by, the last paragraph of Section 11(a) of the 1933 Act.


 


(g)Use of Proceeds.
The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration
Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”


 


(h)Listing.
The Company will use its reasonable best efforts to effect and maintain the listing of the Securities on the New York Stock Exchange.


   


(i)Restriction
on Sale of Securities. During a period of 90 days from the date of the Prospectus, the Company will not, without the prior
written consent of Merrill Lynch and Barclays, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer
or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or
file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be
sold hereunder, (B) any shares of Common Stock issuable by the Company (1) upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package
or the Prospectus or (2) in connection with the LTIP Units referred to in the Registration Statement, the General Disclosure Package
or the Prospectus, (C) any shares of Common Stock issued or options or warrants to purchase Common Stock granted pursuant to existing
benefit plans or stock purchase programs of the Company referred to in the Registration Statement, the General Disclosure Package
or the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment
plan referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (E) any Common Stock, securities
exercisable or convertible into, or exchangeable for, Common Stock, and derivative securities with respect to which Common Stock
is a reference security, in each case in connection with (1) any of the “pending acquisitions” referred to in
the Registration Statement, the General Disclosure Package or the Prospectus, or (2) any acquisition of or merger or consolidation
with a nonaffiliated entity by the Company or any of its affiliates where the Company or such affiliate is the acquiring or surviving
entity involving less than 10% of the total outstanding shares of Common Stock immediately following the Closing Time, (F) any
shares of Common Stock issuable in exchange of one Class B Unit owned by the Selling Shareholder in each of Realty Capital Securities,
LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC, or (G) any Common Stock or securities exercisable or
convertible into, or exchangeable for, Common Stock issuable in connection with any financing transactions (1) involving Luxor
Capital Group, LP or any of its affiliates referred to in the Registration Statement, the General Disclosure Package or the Prospectus,
in each case, as described under the heading “The Recent and Pending Acquisitions – The Cetera Financings – The
Luxor Financings,” or (2) involving less than 10% of the total outstanding shares of Common Stock immediately following the
Closing Time. The first sentence of this Section 3(i) also shall not to the filing of any registration statement under the
1933 Act in respect of any of the securities referred to in clauses (A) through (G), inclusive, of the next preceding sentence.


 






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(j)Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall
report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the 1933 Act.


  


(k)Issuer Free
Writing Prospectuses. Each of the Company and the Selling Shareholder agrees that, unless it obtains the prior written consent
of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company
with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented
to the Issuer Free Writing Prospectuses listed on Schedule C-2 hereto and any “road show that is a written communication”
within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Each of the Company and the Selling Shareholder
represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented
to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied
and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission
where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred
or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the
information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the
Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict, untrue statement or omission.


 


(l)Emerging
Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act
and (ii) completion of the 90-day restricted period referred to in Section 3(i).


 


Section
4.Payment of Expenses.


 


(a)Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally
filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary
prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated
with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery
of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the
Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance
with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto,
(vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating
to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including
without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants
engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and half the cost of any aircraft chartered in connection with the road show, (viii) the filing
fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA
of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities
on the New York Stock Exchange, and (x) the costs and expenses (including, without limitation, any damages or other amounts payable
in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made
by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).


 






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(b)Expenses
of the Selling Shareholder. The Selling Shareholder will pay all expenses incident to the performance of its obligations under,
and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and
other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters
pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of its counsel and other advisors.


 


(c)Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section
9(a)(i) or 9(a)(iii), Section 10 or Section 11 hereof, the Company shall reimburse the Underwriters (or, in connection with a termination
pursuant to Section 10, the non-defaulting Underwriters) for all of their out-of-pocket expenses, including the reasonable fees
and disbursements of counsel for the Underwriters.


 


(d)Allocation
of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may
make as between themselves for the sharing of such costs and expenses.


 


Section
5.Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject
to (i) the accuracy of the representations and warranties of the Company and the Selling Shareholder contained herein or in certificates
of any officer of the Company or any of its subsidiaries or on behalf of the Selling Shareholder delivered pursuant to the provisions
hereof, (ii) the performance by the Company and the Selling Shareholder of their respective covenants and other obligations hereunder,
and (iii) the following further conditions:


 






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(a)Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement,
has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary
prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or,
to the knowledge of the Company, contemplated; and the Company has complied with each request (if any) from the Commission for
additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner
and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such
information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.


 


(b)Opinion of
Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and a “negative
assurances” letter, dated the Closing Time, of Proskauer Rose LLP, counsel for the Company, in form and substance satisfactory
to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.


   


(c)Opinion of
Counsel for the Selling Shareholder. At the Closing Time, the Representatives shall have received the favorable opinion, dated
the Closing Time, of Proskauer Rose LLP, counsel for the Selling Shareholder, in form and substance satisfactory to counsel for
the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.


 


(d)Opinion of
Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing
Time, of Cahill Gordon & Reindel LLP, counsel for the Underwriters, in form and substance satisfactory to the Representatives,
together with signed or reproduced copies of such letter for each of the other Underwriters.


 


(e)Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received
a certificate of the Chief Executive Officer or the President of the Company and of the chief financial or chief accounting officer
of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations
and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at
and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement
under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has
been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.


 






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(f)Certificate
of Selling Shareholder. At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder,
dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement
are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling
Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to
the Closing Time.


 


(g)Accountants’
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from each of (i) WeiserMazars
LLP, accountants for the Company, (ii) Deloitte & Touche LLP, accountants for Cetera Financial Holdings, Inc. (“Cetera”),
(iii) BDO USA, LLP, accountants for First Allied Holdings Inc. (“First Allied”), (iv) BDO USA, LLP, accountants
for Hatteras Investment Partners LLC (“Hatteras”), (v) Moore Stephens Lovelace, P.A., accountants for Summit Financial
Services Group, Inc. (“Summit”), (vi) Mike Rubio, CPA, accountants for J.P. Turner & Company, LLC (“JP Turner”),
(vii) Deloitte & Touche LLP, accountants for Tower Square Securities, Inc. (“Tower Square”), and (viii) Deloitte
& Touche LLP, accountants for Walnut Street Securities, Inc. (“Walnut Street”), a letter, dated such date, in form
and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other
Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement,
the General Disclosure Package and the Prospectus. At the time of the execution of this Agreement, the Representatives shall have
received from Marcum LLP, accountants for Investors Capital Holdings, Ltd. (“ICH”), an agreed-upon procedures letter
relating to historical financial information included in the pro forma financial statements contained in the Registration Statement,
the General Disclosure Package and the Prospectus, relative to ICH.


   


(h)Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from each of (i) WeiserMazars LLP, accountants
for the Company, (ii) Deloitte & Touche LLP, accountants for Cetera, (iii) BDO USA, LLP, accountants for First Allied, (iv) BDO
USA, LLP, accountants for Hatteras, (v) Moore Stephens Lovelace, P.A., accountants for Summit, (vi) Mike Rubio, CPA, accountants
for JP Turner, (vii) Deloitte & Touche LLP, accountants for Tower Square, and (viii) Deloitte & Touche LLP, accountants
for Walnut Street, a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business
days prior to the Closing Time. At the Closing Time, the Representatives shall have received from Marcum LLP, accountants for ICH,
a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to
subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior
to the Closing Time.


 


(i)Approval
of Listing. At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject
only to official notice of issuance.


 






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(j)No Objection.
FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms
and arrangements relating to the offering of the Securities.


 


(k)Lock-up Agreements.
At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto
signed by the persons listed on Schedule D hereto.


 


(l)Maintenance
of Rating. Since the execution of this Agreement, there shall not have been any decrease in or withdrawal of the rating of
any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”
(as defined for purposes of Rule 436(g) under the 1933 Act) or any notice given of any intended or potential decrease in or withdrawal
of any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.


 


(m)Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Shareholder
contained herein and the statements in any certificates furnished by the Company, any of its subsidiaries and the Selling Shareholder
hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall
have received:


 


(i)Officers’
Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to
Section 5(e) hereof remains true and correct as of such Date of Delivery.


  


(ii)Certificate
of Selling Shareholder. A certificate, dated such Date of Delivery, of the Selling Shareholder confirming that the certificate
delivered at the Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.


 


(iii)Opinion
of Counsel for Company. If requested by the Representatives, the favorable opinion and a “negative assurances”
letter of Proskauer Rose LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated
such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect
as the opinion required by Section 5(b) hereof.


 


(iv)Opinion
of Counsel for the Selling Shareholder. If requested by the Representatives, the favorable opinion of Proskauer Rose LLP, counsel
for the Selling Shareholder, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating
to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section
5(c) hereof.


 


(v)Opinion
of Counsel for Underwriters. If requested by the Representatives, the favorable opinion of Cahill Gordon & Reindel LLP,
counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery
and otherwise to the same effect as the opinion required by Section 5(d) hereof.


 


(vi)Bring-down
Comfort Letter. If requested by the Representatives, a letter from each of (i) WeiserMazars LLP, accountants for the Company,
(ii) Deloitte & Touche LLP, accountants for Cetera, (iii) BDO USA, LLP, accountants for First Allied, (iv) BDO USA, LLP, accountants
for Hatteras, (v) Marcum LLP, accountants for ICH, (vi) Moore Stephens Lovelace, P.A., accountants for Summit, (vii) Mike Rubio,
CPA, accountants for JP Turner, (viii) Deloitte & Touche LLP, accountants for Tower Square, and (ix) Deloitte & Touche
LLP, accountants for Walnut Street, in form and substance satisfactory to the Representatives and dated such Date of Delivery,
substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(g) hereof, except
that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business
days prior to such Date of Delivery.


 



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(n)Additional
Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished
with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and
sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholder
in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to
the Representatives and counsel for the Underwriters.


  


(o)Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the
Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the
Representatives by notice to the Company and the Selling Shareholder at any time at or prior to Closing Time or such Date of Delivery,
as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7, 8, 15, 16 and 17 shall survive any such termination and remain in full force and effect.


 


(p)CFO Certificate.
On or prior to the Closing Date, the Company shall have furnished to the Representatives a Chief Financial Officer’s Certificate
relating to Validus/Strategic Capital Partners, LLC substantially in the form of Exhibit B hereto.


 


Section
6.Indemnification.


 


(a)Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined
in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:


 






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(i)against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A
Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included
in any preliminary prospectus, any Issuer Free Writing Prospectus, the marketing materials relating to the Securities, the General
Disclosure Package or the Prospectus (or any amendment or supplement thereto) so long as such marketing materials were provided
to investors by, or with the prior written approval of, the Company, or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
in each case except to the extent otherwise provided elsewhere in this Section 6;


 


(ii)against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that
the same is not paid under (i) above; provided that (subject to Section 6(e) below) any such settlement is effected with the prior
written consent of the Company and the Selling Shareholder, in each case except to the extent otherwise provided elsewhere in this
Section 6; and


  


(iii)against
any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by
Merrill Lynch and Barclays), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii)
above, in each case except to the extent otherwise provided elsewhere in this Section 6;


 


provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule
430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with the Underwriter Information.


 


(b)Indemnification
of Underwriters by Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its
Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided
that the Selling Shareholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission
or alleged omission is contained or has been made in the Registration Statement, any preliminary prospectus, the marketing materials
relating to the Securities, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer
Free Writing Prospectus in reliance upon and in conformity with the Selling Shareholder Information; provided, further,
that the liability under this subsection of the Selling Shareholder shall be limited to an amount equal to the aggregate gross
proceeds after underwriting commissions and discounts, but before expenses, to the Selling Shareholder from the sale of Securities
sold by the Selling Shareholder hereunder.






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(c)Indemnification
of Company, Directors and Officers and Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person,
if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against
any and all loss, liability, claim, damage and expense (including the reasonable and documented fees and disbursements of counsel
for the indemnified parties), described in the indemnity contained in subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact contained in the Registration
Statement (or any amendment thereto), including the Rule 430A Information, any Issuer Free Writing Prospectus, the General Disclosure
Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading,
made in reliance upon and in conformity with the Underwriter Information.


  


(d)Actions against
Parties; Notification. Each indemnified party shall give notice in writing as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not actually prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. If any such action shall be brought or asserted against an indemnified party and it shall have notified the indemnifying
party thereof, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party (who shall not, without
the consent of the indemnified party, be counsel to the indemnifying party) to represent the indemnified party in such action and
shall pay the fees and expenses of such counsel related to such action, as incurred. In any such action, the indemnified party
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying
party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified
party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any such action (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interest between them. In no event shall the indemnifying parties be liable for fees and expenses
of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an
admission of fault or culpability by or on behalf of any indemnified party.






    	30



    	 



    

 




(e)Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable and documented fees and expenses of counsel in accordance with the provisions of
this Agreement, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section
6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement.


  


(f)Other Agreements
with Respect to Indemnification. The provisions of this Section shall not affect any agreement among the Company and the Selling
Shareholders with respect to indemnification.


 


Section
7.Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred
by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Company and the Selling Shareholder, on the one hand, and of the Underwriters, on the other hand, in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.


 


The relative benefits
received by the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, in connection with
the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company
and the Selling Shareholder, on the one hand, and the total underwriting discounts and commissions received by the Underwriters,
on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price
of the Securities as set forth on the cover of the Prospectus.


 



    	31



    	 



    

 





The relative fault
of the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other hand, shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or the Selling Shareholder or by the Underwriters and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


The Company, the Selling
Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.


  


Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts
or commissions applicable to the Securities purchased by such Underwriter hereunder.


 


Notwithstanding the
provisions of this Section 7, the Selling Shareholder shall not be required to contribute any amount, taken together with
any amount paid by the Selling Shareholder pursuant to Section 6, in excess of the aggregate gross proceeds, after deducting
underwriting discounts and commissions but before deducting expenses, received by the Selling Shareholder from the sale of Securities
sold by the Selling Shareholder hereunder. The Selling Shareholder’s obligation to contribute as provided in this Section
7 is several in proportion to such gross proceeds received by the Selling Shareholder from the sale of the Securities under
this Agreement and not joint.


 


No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 


For purposes of this
Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter,
and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who
controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company or the Selling Shareholder, as the case may be. The Underwriters’
respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities
set forth opposite their respective names in Schedule A hereto and not joint.


 



    	32



    	 



    

 





The provisions of this
Section shall not affect any agreement among the Company and the Selling Shareholder with respect to contribution.


 


Section
8.Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained
in this Agreement or in certificates of officers of the Company or any of its subsidiaries or the Selling Shareholder submitted
pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of
any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person
controlling the Company or any person controlling the Selling Shareholder and (ii) delivery of and payment for the Securities.


 


Section
9.Termination of Agreement.


 


(a)Termination.
The Representatives may terminate this Agreement, by notice to the Company and the Selling Shareholder, at any time at or prior
to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement
or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or
the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business,
or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial
markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the
offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the New York Stock Exchange, or (iv) if trading generally on the New York
Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA
or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or
clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium
has been declared by either Federal or New York authorities.


  


(b)Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 15, 16 and 17 shall survive such termination
and remain in full force and effect.


 


Section
10.Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time
or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted
Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more
of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed
such arrangements within such 24-hour period, then:


 



    	33



    	 



    

 





(i)if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or


 


(ii)if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company
to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part
of any non-defaulting Underwriter.


 


No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.


 


In the event of any
such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell
the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company and the Selling Shareholder
shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding
seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus
or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for
an Underwriter under this Section 10.


 


Section
11.Default by the Selling Shareholder or the Company. a) If the Selling Shareholder shall fail at the Closing
Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which the Selling Shareholder is obligated
to sell hereunder, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company,
either (i) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of
Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (ii) elect to purchase the Securities which the
Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting
from liability, if any, in respect of such default.


  


In the event of a default
by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right
to postpone the Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect
any required change in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or
arrangements.


 






    	34



    	 



    

 


(b)If the Company
shall fail at the Closing Time or a Date of Delivery, as the case may be, to sell the number of Securities that it is obligated
to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided,
however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant
to this Section shall relieve the Company from liability, if any, in respect of such default.


 


Section
12.Notices. All notices or other communications (each a “Notice”) required or permitted to be given
by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless e-mail notice is otherwise
expressly specified in this Agreement, and if


 


sent to the Underwriters, to


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036


		Attention:	Syndicate Department



		Facsimile:	(646) 855-3073



 


and to:


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036


		Attention:	ECM Legal



		Facsimile:	(212) 230-8730



 


and to:


 


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019,


		Attention:	Syndicate Registration



		Facsimile:	(646) 834-8133



 


sent to the Company, to


 


RCS Capital Corporation

405 Park Avenue, 15th Floor

New York, New York 10022


		Attention:	General Counsel



		Facsimile:	(646) 861-7743



 




    	35



    	 



    

 


 


 


with a copy to (which will not constitute notice):


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036


		Attention:	James P. Gerkis, Esq.

Steven A. Fishman, Esq.



		Facsimile:	(212) 969-2900



 


sent to the Selling Shareholder, to


 


RCAP Holdings, LLC

405 Park Avenue, 15th Floor

New York, New York 10022


		Attention:	General Counsel



		Facsimile:	(646) 861-7743



 


with a copy to (which will not constitute notice):


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036


		Attention:	James P. Gerkis, Esq.

Steven A. Fishman, Esq.



		Facsimile:	(212) 969-2900



 


All Notices shall be:
(i) delivered personally or by commercial messenger; (ii) sent via a recognized overnight courier service; or (iii) sent by facsimile
transmission, provided confirmation of receipt is received by sender and such Notice is sent or delivered contemporaneously by
an additional method provided in this Section 12. Any party may change its address specified above by giving each party
Notice of such change in accordance with this Section 12. Any Notice shall be deemed given upon actual receipt (or refusal
of receipt).


 


Section
13.No Advisory or Fiduciary Relationship. Each of the Company and the Selling Shareholder acknowledges and agrees
that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public
offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between
the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with
the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and
is not the agent or fiduciary of the Company, any of its subsidiaries or any Selling Shareholder, or their respective stockholders,
creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility
in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto
(irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling
Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the
offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company
and each Selling Shareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect
to the offering of the Securities and the Company and each Selling Shareholder has consulted its own respective legal, accounting,
regulatory and tax advisors to the extent it deemed appropriate.


 




    	36



    	 



    

 


 


 


Section
14.Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company
and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall
be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Selling Shareholder and
their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters, the Company and the Selling Shareholder and their respective successors, and said controlling
persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.


 


Section
15.Trial by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its
stockholders and affiliates), the Selling Shareholder and each of the Underwriters hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.


 


Section
16.GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.


 


Section
17.Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the
federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts
of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard
to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive)
of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s
address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such
suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.


 









    	37



    	 



    

 


 



 


Section
18.TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES
OF DAY REFER TO NEW YORK CITY TIME.


 


Section
19.Counterparts. This Agreement may be executed (including by facsimile transmission) with counterpart signature
pages or in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement.


 


Section
20.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
hereof.


 




    	38



    	 



    

 


If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart
hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company
and the Selling Shareholder in accordance with its terms.


 


Very truly yours,


 


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


 




    	[RCS Capital Corporation - Underwriting Agreement]



    	 



    

CONFIRMED AND ACCEPTED,

as of the date first above written:


 


MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED


 


BARCLAYS CAPITAL INC.


 


By: MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED


 


By:   /s/ Kaivan Shakib

Name: Kaivan Shakib

Title: Managing Director


 


		By:	BARCLAYS CAPITAL INC.



 


By:   /s/ Victoria Hale

Name: Victoria Hale

Title: Vice President


 


For themselves and as Representatives of
the other Underwriters named in Schedule A hereto.


 




    	[RCS Capital Corporation - Underwriting Agreement]



    	 



    

 


SCHEDULE A


 


The initial public offering price per share
for the Securities shall be $20.25.


 


The purchase price per share for the Securities
to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above
less $1.215 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.


 


	Name of Underwriter	 	Number of
 Initial Securities	 
	Merrill Lynch, Pierce, Fenner & Smith Incorporated	 	 	6,490,417	 
	Barclays Capital Inc.	 	 	6,490,417	 
	Citigroup Global Markets Inc.	 	 	1,570,417	 
	JMP Securities LLC	 	 	1,570,417	 
	J.P. Morgan Securities LLC	 	 	1,570,417	 
	Ladenburg Thalmann & Co. Inc.	 	 	1,570,417	 
	BMO Capital Markets Corp.	 	 	1,210,417	 
	Realty Capital Securities, LLC	 	 	1,210,417	 
	Aegis Capital Corp	 	 	277,083	 
	J.P. Turner & Company, LLC	 	 	277,083	 
	Maxim Group LLC	 	 	277,083	 
	National Securities Corporation	 	 	277,083	 
	Newbridge Securities Corporation	 	 	100,000	 
	Northland Securities, Inc.	 	 	277,083	 
	RBS Securities Inc.	 	 	277,083	 
	Robert W. Baird & Co. Incorporated	 	 	277,083	 
	Mitsubishi UFJ Securities (USA), Inc.	 	 	277,083	 
	Total	 	 	24,000,000	 



 


    	Sch A



    	 



    

 


SCHEDULE B


 


	 	 	Number of Initial
 Securities to be Sold	 	 	Maximum Number of Option Securities to Be Sold	 
	RCS Capital Corporation	 	 	19,000,000	 	 	 	3,600,000	 
	RCAP Holdings, LLC	 	 	5,000,000	 	 	 	0	 
	Total	 	 	24,000,000	 	 	 	3,600,000	 



 


    	Sch B



    	 



    

 


 


SCHEDULE C-1



Pricing Terms


 


		1.	The Company and the Selling Shareholder are selling 24,000,000 shares of Class A Common Stock.



 


		2.	The Company has granted an option to the Underwriters to purchase up to an additional 3,600,000
shares of Common Stock.



 


		3.	The initial public offering price per share for the Securities shall be $20.25.



 


SCHEDULE C-2



Issuer Free Writing Prospectuses


 


		1.	Issuer Free Writing Prospectus, dated May 19, 2014, filed with the Commission.



 


		2.	Issuer Free Writing Prospectus, dated May 23, 2014, filed with the Commission.



 


		3.	Issuer Free Writing Prospectus, dated May 30, 2014, filed with the Commission.



 


		4.	Issuer Free Writing Prospectus, dated June 3, 2014, filed with the Commission.



 


		5.	Issuer Free Writing Prospectus, dated June 4, 2014, filed with the Commission.



 


		6.	Press Release, dated June 5, 2014, to be filed with the Commission as an Issuer Free Writing Prospectus.



 


		7.	Pricing Term Sheet, dated June 5, 2014, to be filed with the Commission as an Issuer Free Writing
Prospectus.



 




    	Sch C-1; C-2



    	 



    

 


SCHEDULE D



List of Persons and Entities Subject to Lock-up


 


Peter M. Budko

Brian D. Jones

William M. Kahane

Brian L. Nygaard

Nicholas S. Schorsch

Edward M. Weil, Jr.

Luxor Capital Group, LP

RCAP Equity, LLC

RCAP Holdings, LLC


 




    	Sch D



    	 



    

 


[Form of lock-up from directors, officers
or other stockholders pursuant to Section 5(i)]


 


Exhibit A


 


________, 2014


 


Merrill
Lynch, Pierce, Fenner & Smith Incorporated,


Barclays Capital Inc.


 


as Representatives of the several

Underwriters to be named in the

within-mentioned Underwriting Agreement


c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated


 


One Bryant Park

New York, New York 10036


 


c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019


 


Re:Proposed
Public Offering by RCS Capital Corporation


 


Dear Sirs:


 


The undersigned, a
beneficial owner of shares of the Class A common stock, par value $0.001 per share (the “Common Stock”) of RCS Capital
Corporation, a Delaware corporation (the “Company”), or securities convertible into or exercisable or exchangeable
for Common Stock and/or an officer and/or director of the Company, understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated
(“Merrill Lynch”) and Barclays Capital Inc. (“Barclays”) propose to enter into an Underwriting Agreement
(the “Underwriting Agreement”) with the Company providing for the public offering of shares of Common Stock (the “Public
Offering”). In recognition of the benefit that such an offering will confer upon the undersigned as a beneficial owner of
shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock and/or an officer and/or
director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the
date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed
below), the undersigned will not, without the prior written consent of Merrill Lynch and Barclays, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by
the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the
“Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or
file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or
(ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly,
the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise.


 




    	A-1



    	 



    

 


 


 


Notwithstanding the
foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent
of Merrill Lynch and Barclays, provided that (1) Merrill Lynch and Barclays receive a signed lock-up agreement for the balance
of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall
not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission
on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise
voluntarily effect any public filing or report regarding such transfers:


 


		(i)	as a bona fide gift or gifts; or



 


		(ii)	to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin); or



 


		(iii)	as a distribution to limited partners or stockholders of the undersigned; or



 


		(iv)	to the undersigned’s affiliates or to any investment fund or other entity controlled or managed
by the undersigned.



 


Furthermore, the undersigned
may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if
and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission,
or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.


 


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during
the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial
180-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action
unless it has received written confirmation from the Company that the 180-day lock-up period has expired.


 


The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.


 






    	A-2



    	 



    

 


 


		Very truly yours,	 



 


		Signature:	 



 


		Print Name:	 



 




    	A-3



    	 



    

 


[Form of CFO Certificate pursuant to
Section 5(p)]


 


Exhibit B


 


Validus/Strategic Capital Partners, LLC


 


Chief Financial Officer’s Certificate


 


_____, 2014


 


The undersigned, Brian D. Jones, Chief
Financial Officer of RCS Capital Corporation (“RCS”), does hereby certify, in my capacity as Chief Financial
Officer and not in a personal capacity, pursuant to Section 5(p) of that certain Underwriting Agreement dated June 4, 2014 (the
“Underwriting Agreement”), among RCS, RCAP Holdings, LLC (the “Selling Shareholder”) and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. as representatives on behalf of the underwriters named
on Schedule A thereto (the “Underwriters”), that:


 


1.I am
familiar with the accounting, operations and record systems of the Validus/Strategic Capital Partners, LLC (the “Company”)
and its subsidiaries.


 


2.I have
supervised the compilation and reviewed the circled numbers contained in the pages attached on Schedule A hereto, which
are contained in RCS’s Prospectus, dated June 4, 2014 relating to the common stock offering by RCS and the Selling Shareholder
of the Company (the “Prospectus”).


 


3.The
information referred to in Paragraph 2 above has been derived from the books and records of the Company and, to the best of my
knowledge, is accurate as of the date hereof.


 


This certificate is
being furnished to the Underwriters solely to assist in conducting their due diligence investigation of the Company in connection
with the offering contemplated by the Prospectus. Without the written consent of the Company: (i) no person may use or rely on
this certificate for any purpose (other than the Underwriters, counsel to the Underwriters and counsel to RCS and the Selling Shareholder
to assist in conducting their due diligence investigation of the Company in connection with the offering contemplated by the Prospectus);
(ii) this certificate may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other
similar document; (iii) this certificate may not be cited or quoted in any other document or communication which might encourage
reliance upon this certificate by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies
of this certificate may not be furnished to anyone for purposes of encouraging such reliance.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 




    	B-1



    	 



    

 


IN WITNESS WHEREOF,
I have hereunto set my hand on this __ of __________, 2014.


 


                                          

Name: Brian D. Jones

Title: Chief Financial Officer


 




    	B-2



    	 



    

 


Schedule
A



See attached.