Exhibit 10.10


 


INDEMNIFICATION AGREEMENT


 


INDEMNIFICATION AGREEEMENT dated as of [            ],
2013 (this “Agreement”), between RCS Capital Company, a Delaware corporation (the “Company”),
and [            ] (“Indemnitee”).  Certain
terms which are used but not otherwise defined herein are defined in Section 2.


 


RECITALS


 


WHEREAS, highly competent persons have become
more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with
adequate protection through insurance and/or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that, in order to attract and retain qualified individuals, the Company shall maintain
on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from
certain liabilities;


 


WHEREAS, although the furnishing of such
insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the
Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at
higher premiums and with more exclusions;


 


WHEREAS, directors, officers and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself;


 


WHEREAS, the Amended and Restated Certificate
of Incorporation of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”)
requires indemnification of the officers and directors of the Company;


 


WHEREAS, Indemnitee may also be entitled
to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);


 


WHEREAS, the Certificate of Incorporation
and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the
increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 




    	 



    	 



    

 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will
not be so indemnified;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee does not regard the
protection available under the Certificate of Incorporation and insurance as adequate in the present circumstances, and may not
be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity; and


 


WHEREAS, Indemnitee is willing to serve,
continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.  Services to the
Company.  Indemnitee agrees to serve as a [director] [and officer] of the Company.  Indemnitee also hereafter
may serve as an Agent of another Enterprise at the request of the Company.  Indemnitee may at any time and for any reason
resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law).  The
foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve in any of
the foregoing capacities.


 


Section 2.  Definitions.  As
used in this Agreement:


 


(a)          References
to “Agent” shall mean any person who is or was a director, officer, trustee, partner, manager, employee, agent
or fiduciary of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, including
such person serving in such capacity as a director, officer, trustee, partner, manager, employee, agent or fiduciary of another
corporation, partnership, limited liability company, joint venture, trust or other Enterprise at the request of, for the convenience
of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b)          A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


 


i.            Any
Person (as defined below) other than RCAP Holdings, LLC or its affiliates is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 15 percent (15%) or more of the combined voting power of the Company’s then outstanding
securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from
a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 




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ii.         During
any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv))
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;


 


iii.         The
effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined
voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with
the power to elect at least a majority of the board of directors or other governing body of such surviving entity;


 


iv.         The
approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


v.           There
occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below),
whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 2(b), the following terms
shall have the following meanings:


 


(A)         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(B)         “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that
Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of
the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


 


(C)         “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company
approving a merger of the Company with another entity.


 




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(c)          
“Corporate Status” describes the status of a person who is or was an Agent of the Company or of any other corporation,
limited liability company, partnership or joint venture, trust or other Enterprise that such person is or was serving at the request
of the Company.


 


(d)          “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(e)          “Enterprise”
shall mean the Company or any other corporation, limited liability company, partnership, joint venture, trust or other enterprise
of which Indemnitee is or was serving at the request of the Company as a director, officer or other Agent.


 


(f)          “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, excise taxes and penalties arising under, relating to or in connection with the Employee Retirement Income Security
Act of 1974, as amended, and all other disbursements or expenses of the types customarily incurred in connection with, or as a
result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding.  Expenses also shall include (i) Expenses incurred in connection with any appeal resulting
from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled
to such indemnification, advancement of Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section
14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise.  The parties agree that for the purposes of any advancement
of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included
in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively
to be reasonable.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


(g)          “Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees
to pay the reasonable fees and expenses of Independent Counsel referred to above and to fully indemnify such counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 




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(h)          The
term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross
claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee
was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is
or was a director or officer of the Company or other Agent, by reason of any action taken by him (or a failure to take action by
him) or of any action (or failure to act) on his part while acting pursuant to his Corporate Status, in each case whether or not
serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement
of Expenses can be provided under this Agreement.  If Indemnitee believes in good faith that a given situation may lead
to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(i)          References
to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise
tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall
include any service as a director or officer of the Company or other Agent that imposes duties on, or involves services by, such
director, officer or other Agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 


Section 3.  Indemnity in Third-Party
Proceedings.  The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that
his conduct was unlawful.  The parties hereto intend that this Agreement shall provide to the fullest extent permitted
by applicable law for indemnification in excess of that expressly permitted by statute, including any indemnification provided
by the Certificate of Incorporation, the by-laws of the Company, vote of its stockholders or disinterested directors or applicable
law.


 




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Section 4.  Indemnity in Proceedings
by or in the Right of the Company.  The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right
of the Company to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company.  No indemnification for Expenses shall
be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Company, unless and only to the extent that the Chancery Court or any other Delaware Court in which
the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


Section 5.  Indemnification
for Expenses of a Party That is Wholly or Partly Successful.  Notwithstanding any other provisions of this Agreement,
to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved
claim, issue or matter to the fullest extent permitted by applicable law.  For purposes of this Section 5 and
without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6.  Indemnification
For Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the fullest extent permitted
by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate
in any aspect of a Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.


 


Section 7.  Partial Indemnification.  If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


Section 8.  Additional Indemnification.


 


(a)          Notwithstanding
any limitation in Section 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 




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(b)          For
purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include:


 


i.            to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii.         to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


Section 9.  Exclusions.  Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in
connection with any claim made against Indemnitee:


 


(a)          for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)          for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any
reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(c)          except
as provided in Section 14(d), in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation
or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law.


 




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Section 10.  Advances of Expenses.  Notwithstanding
any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to the fullest extent
not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not
initiated by Indemnitee, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements
requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses
but, in the case of invoices received in connection with the provision of legal services, shall not be required to include any
references to legal work performed or to other expenditures made that would cause Indemnitee to waive any privilege accorded by
applicable law), whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest
free.  Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to
Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  In accordance
with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.  The
Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute
an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company.  No other form of undertaking shall be required
other than the execution of this Agreement.  This Section 10 shall not apply to any claim made by Indemnitee for
which indemnity is excluded pursuant to Section 9.


 


Section 11.  Procedure for
Notification and Defense of Claim.


 


(a)          Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof.  The
written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding,
in each case, to the extent known to Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit
to the Company a written request, including therein or therewith such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following
the final disposition of such Proceeding.  The failure by Indemnitee to notify the Company hereunder will not relieve
the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay
in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.  The Secretary
of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(b)          The
Company shall be entitled to participate in the Proceeding at its own expense.


 


(c)          The
Company shall not settle any Proceeding (in whole or in part) if such settlement would impose any Expense, judgment, fine or limitation
on Indemnitee for which Indemnitee is not entitled to be indemnified for hereunder without Indemnitee’s prior written consent.


 




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Section 12.  Procedure Upon
Application for Indemnification.


 


(a)          Upon
written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case:  (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors
so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if
so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten days after such determination.  Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise
protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination.  Any
costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.  The
Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied.


 


(b)          If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a), the
Independent Counsel shall be selected as provided in this Section 12(b).  If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected.  If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event
the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected.  In either event, Indemnitee or the Company, as the case may be, may, within ten days
after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of Independent Counsel, and the objection shall set forth with particularity
the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent
Counsel.  If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or the Chancery Court has determined that such objection is without
merit.  If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant
to Section 11(a) and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition the Chancery Court for resolution of any objection which shall have been made
by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel
of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a).  Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a), Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 




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(c)          If
the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and
only the disputed portion withheld pending resolution of such dispute.


 


Section 13.  Presumptions and
Effect of Certain Proceedings.


 


(a)          In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 11(a), and the Company shall,
to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary to that presumption.  Neither the failure of
the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


(b)          Subject
to Section 14(e), if the person, persons or entity empowered or selected under Section 12 to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however,
that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto; provided, further, that the foregoing provisions
of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders
pursuant to Section 12(a) and if (A) within 15 days after receipt by the Company of the request for such determination the
Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be
held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called
within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60
days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a).


 




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(c)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d)          For
purposes of any determination of good faith, and without creating any presumption as to a lack of good faith if the following circumstances
do not exist, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books
of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected
with the reasonable care by the Enterprise.  The provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement.


 


(e)          The
knowledge and/or actions, or failure to act, of any director or officer of the Company or other Agent shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


Section 14.  Remedies of Indemnitee.


 


(a)          Subject
to Section 14(e), if (i) a determination is made pursuant to Section 12 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 12(a) within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7
or the last sentence of Section 12(a) within ten days after receipt by the Company of a written request therefor, (v) payment
of indemnification pursuant to Section 3, 4 or 8 is not made within ten days after a determination has been
made that Indemnitee is entitled to indemnification, or (vi) if the Company or any other person takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to
deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall
be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses.  Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking an adjudication or
an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 14(a); provided, however, that the foregoing clause shall not apply in respect of
a proceeding brought by Indemnitee to enforce his rights under Section 5.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 




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(b)          If
a determination shall have been made pursuant to Section 12(a) that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  In
any judicial proceeding or arbitration commenced pursuant to this Section 14, the Company shall have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c)          If
a determination shall have been made pursuant to Section 12(a) that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)          The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
of this Agreement.  It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee
not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the
benefits intended to be extended to Indemnitee hereunder.  The Company shall, to the fullest extent permitted by applicable
law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten days after receipt by
the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are
incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from
the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the
Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly
successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying
claims or otherwise as permitted by applicable law, whichever is greater.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 




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Section 15.  Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)          The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the
Company’s Amended and Restated By-laws (as the same may be amended from time to time, the “By-Laws”), any agreement,
a vote of stockholders or a resolution of directors, or otherwise, and (ii) shall be interpreted independently of, and without
reference to, any such other rights to which Indemnitee may at any time be entitled.  No amendment, alteration or repeal
of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To
the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Certificate of Incorporation and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


 


(b)          To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers or
other Agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any such director, officer or other Agent under such policy or policies.  If,
at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may
be, to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such Proceeding in accordance with the terms of such policies.


 


(c)          In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d)          The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


(e)          The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as an Agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of Expenses from such other Enterprise.


 




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Section 16.  Duration of Agreement.  This
Agreement shall continue until and terminate upon the later of:  (a) ten years after the last date on which Indemnitee
shall have served as a director, officer, or other Agent, of the Company or of any other Enterprise and (b) one year after the
final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 relating thereto.  The
rights to indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding
upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue
as to an Indemnitee who has ceased to be a director, officer or other Agent of the Company or of any other Enterprise, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


Section 17.  Severability.  If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section 18.  Enforcement.


 


(a)          The
Company expressly acknowledges and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director or officer of the Company.


 


(b)          This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation,
the By-Laws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


Section 19.  Amendment and
Waiver.  No provision of this Agreement may be amended unless such amendment is approved in writing by each of the
parties hereto.  No provision of this Agreement may be waived unless such waiver is in writing and signed by the party
against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.


 


Section 20.  Notice by Indemnitee.  Indemnitee
agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise.


 




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Section 21.  Notices.  All
notices, requests, consents and other communications hereunder (each, a “Notice”) to any party shall be in writing
and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section
21) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth below
or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:


 


(a)          If
to Indemnitee:


 


[                                         ]


 


(b)          If
to the Company to:


 


405 Park Avenue, 15th Floor

New York, NY 10022

Facsimile No.:  (212) 421-5799

Attention: Legal Counsel


 


with a copy to:


 


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Facsimile No.:  (212) 969-2900


 


Attention:  Peter M. Fass, Esq.

                  James P. Gerkis, Esq.


 


or at such other location for a party as shall be specified
to the other party by like Notice.  All such Notices shall only be duly given and effective upon receipt (or refusal
of receipt).


 


Section 22.  Contribution.  To
the fullest extent permitted under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction
(s).


 




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Section 23.  Governing Law;
Consent to Jurisdiction.  This Agreement shall be governed by, construed and enforced in accordance with the laws
of the State of Delaware, without regard to the conflicts of law rules of such state.  Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14(a), the parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought only in the Chancery Court of the State of Delaware (the “Chancery Court”), and not
in any other state or federal court in the United States of America or any court in any other country, and each of the parties
hereby irrevocably consents to the jurisdiction of the Chancery Court and of the appropriate appellate courts therefrom (the “Delaware
Courts”) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any Delaware Court or that
any such suit, action or proceeding brought in any Delaware Court has been brought in an inconvenient forum.  Process
in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction
of any Delaware Court.


 


Section 24.  Counterparts.  This
Agreement may be executed (including by facsimile transmission with counterpart pages) in separate counterparts, each of which
shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood
that both parties need not sign the same counterpart.


 


Section 25.  Miscellaneous.  For
the purposes of this Agreement, the words “it”, “he,” “his” or “himself” shall
be interpreted to include the masculine, feminine and corporate or other entity form.  The words “hereof”,
“herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation hereof.  Any singular term in this Agreement
shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
whether or not they are in fact followed by those words or words of like import.  “Writing”, “written”
and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References
to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance
with the terms thereof.  References to any Person include the successors and assigns of that Person.  References
from or through any date mean, unless otherwise specified, from and including or through and including, respectively.


 




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


 


	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[                           ]