Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT



dated as of



[              ], 2013



among



RCS CAPITAL CORPORATION



and



THE SHAREHOLDERS PARTY HERETO


 




    	 



    	 



    

 


TABLE OF CONTENTS





 



  





	 	Page
	 	 
	Article 1
	Definitions
	 	 
	Section 1.01.  Definitions	1
	Section 1.02.  Other Definitional and Interpretative Provisions	4
	 	 
	Article 2
	Registration Rights
	 	 
	Section 2.01.  Demand Registration	5
	Section 2.02.  Piggyback Registration	7
	Section 2.03.  Shelf Registration	8
	Section 2.04.  Lock-Up Agreements	9
	Section 2.05.  Registration Procedures	9
	Section 2.06.  Participation In Public Offering	13
	Section 2.07.  [Intentionally Omitted]	13
	Section 2.08.  Rule 144 Sales; Cooperation By The Company	13
	 	 
	Article 3
	Indemnification and Contribution
	 	 
	Section 3.01.  Indemnification by the Company	14
	Section 3.02.  Indemnification by Participating Shareholders	14
	Section 3.03.  Conduct of Indemnification Proceedings	15
	Section 3.04.  Contribution	15
	Section 3.05.  Other Indemnification	16
	 	 
	Article 4
	Miscellaneous
	 	 
	Section 4.01.  Binding Effect; Assignability; Benefit	16
	Section 4.02.  Notices	18
	Section 4.03.  Waiver; Amendment; Termination	19
	Section 4.04.  Governing Law	19
	Section 4.05.  Jurisdiction	20
	Section 4.06.  WAIVER OF JURY TRIAL	20
	Section 4.07.  Specific Enforcement	20
	Section 4.08.  Counterparts; Effectiveness	20



 






    	 



    	 



    




 


	 	Page
	 	 
	Section 4.09.  Entire Agreement	20
	Section 4.10.  Severability	20
	Section 4.11.  Other Registration Rights	21
	Section 4.12.  Independent Nature of Shareholders' Obligations and Rights	21
	 	 
	Exhibit A        Joinder Agreement	 







  




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REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT, dated
as of [                   ], 2013 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation
(the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted
Transferees thereof.


 


In consideration of the mutual promises
made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


Article
1


Definitions


 


Section 1.01. Definitions. (a) The
following terms, as used herein, have the following meanings:


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person,
provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason
of any investment in the Company. For the purpose of this definition, the term “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control with”),
as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Board” means the board
of directors of the Company.


 


“Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.


 


“Common Shares” means
shares of Class A Common Stock, par value $0.001 per share, of the Company and any stock into which such Common Shares may thereafter
be converted or changed.


 


“Company Securities”
means the Common Shares and, for purposes of the definitions of “Permitted Transferees” and “Transfer”,
shall also mean any other securities of the Company or the Operating Subsidiaries that are convertible or exercisable into or exchangeable
for Common Shares.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“FINRA” means the Financial
Industry Regulatory Authority (formerly, the National Association of Securities Dealers, Inc.) and any successor thereto.


 




    	 



    	 



    

 


“First Public Offering”
means the Company’s initial Public Offering.


 


“Management LLC” means
RCS Capital Management, LLC, a Delaware limited liability company, and any successor thereto.


 


“Operating Subsidiaries”
means (i) Realty Capital Securities, LLC, (ii) RCS Advisory Services, LLC, and (iii) American National Stock Transfer, LLC, each
a Delaware limited liability company.


 


“Permitted Transferee”
means in the case of any Shareholder, a Person to whom Registrable Securities are Transferred by such Shareholder; provided
that (i) such Transfer does not violate any agreements between such Shareholder and the Company or any of the Company’s
subsidiaries, (ii) such Transfer is not made in a registered offering or pursuant to Rule 144 and (iii) such transferee shall
only be a Permitted Transferee if and to the extent the transferor designates the transferee as a Permitted Transferee entitled
to rights hereunder pursuant to Section 4.01(b).


 


“Person” means an individual,
corporation, limited liability company, partnership, association, trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Public Offering” means
an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under
the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.


 


“RCAP Holdings” means
RCAP Holdings, LLC, a Delaware limited liability company, and any successor thereto.


 


“Registrable Securities”
means, at any time, any Company Securities and any other securities issued or issuable by the Company or any of its successors
or assigns in respect of any such Company Securities by way of conversion, exchange, exercise, dividend, split, reverse split,
combination, recapitalization, reclassification, merger, amalgamation, consolidation, sale of assets, other reorganization or otherwise
until (i) a registration statement covering such Company Securities or such other securities has been declared effective by the
SEC and such Company Securities or such other securities have been disposed of pursuant to such effective registration statement,
or (ii) such Company Securities or such other securities are sold under circumstances in which all of the applicable conditions
of Rule 144 are met.


 




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“Registration Expenses”
means any and all expenses incident to the performance of, or compliance with, any registration or marketing of securities, including
all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any
securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue
sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications
of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration
statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving
and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees
performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters
or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to
Section 2.05(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration,
(viii) reasonable fees, out-of-pocket costs and expenses of the Shareholders, including one counsel for all of the Shareholders
participating in the offering selected by the Shareholders holding the majority of the Registrable Securities to be sold for the
account of all Shareholders in the offering, (ix) fees and expenses in connection with any review by FINRA of the underwriting
arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,”
including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable
Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky”
or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery
of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of
any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations
or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities,
and (xiv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance
with Section 2.05(m). Except as set forth in clause (viii) above, Registration Expenses shall not include any out-of-pocket expenses
of the Shareholders (or the agents who manage their accounts).


 


“Rule 144” means Rule
144 (or any successor or similar provisions) under the Securities Act.


 


“Rule 144A” has the meaning
set forth in Section 2.08(b).


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Shareholder” means,
subject to Section 4.13, at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement,
so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company
Securities.


 




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“Transfer” means, with
respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate
or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly, or agree
or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange,
pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any
agreement or commitment to do any of the foregoing.


 


(b)          Each
of the following terms is defined in the Section set forth opposite such term:


 


	Term	 	Section
	Agreement	 	Preamble
	Company	 	Preamble
	Damages	 	3.01
	Demand Registration	 	2.01(a)
	Indemnified Party	 	3.03
	Indemnifying Party	 	3.03
	Inspectors	 	2.05(g)
	Lock-Up Period	 	2.04
	Management LLC Permitted Transferee	 	4.01(d)
	Maximum Offering Size	 	2.01(e)
	Notice	 	4.02
	Piggyback Registration	 	2.02(a)
	RCAP Holdings Permitted Transferee	 	4.01(c)
	Records	 	2.05(g)
	Registering Shareholders	 	2.01(a)
	Requesting Shareholder	 	2.01(a)
	Shelf Registration	 	2.03
	Shelf Requesting Shareholder	 	2.03
	Underwritten Takedown	 	2.03




 


Section 1.02. Other Definitional and
Interpretative Provisions. 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.
References to Articles, Sections or Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.
All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
in full herein. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning as defined in
this Agreement. 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 hereof and thereof. References
to any Person include the successors and permitted 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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Article
2


Registration
Rights


 


Section 2.01. Demand Registration.
(a) If the Company shall receive a request from a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting
Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of
the Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the
Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand
Registration”) at least 10 Business Days prior to the anticipated filing date of the registration statement relating
to such Demand Registration to the other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously
as possible, the registration under the Securities Act of:


 


(i)          subject
to the restrictions set forth in Sections 2.01(e), all Registrable Securities for which the Requesting Shareholder has requested
registration under this Section 2.01, and


 


(ii)         subject
to the restrictions set forth in Sections 2.01(e) and 2.02, all other Registrable Securities of the same class as those requested
to be registered by the Requesting Shareholder that any Shareholders (all such Shareholders, together with the Requesting Shareholder,
the “Registering Shareholders”) have requested the Company to register pursuant to Section 2.02, by request
received by the Company within seven Business Days after such Shareholders receive the Company’s notice of the Demand Registration,


 


all to the extent necessary to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered;
provided, however, that, the Company shall not be obligated to effect a Demand Registration unless the aggregate
proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration
equals or exceeds $10,000,000 or such lesser amount that constitutes all of the Requesting Shareholder’s Registrable Securities
(provided that such lesser amount is at least $5,000,000). In no event shall the Company be required to effect more than one Demand
Registration hereunder within any three-month period.


 




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(b)          Promptly
after the expiration of the seven-Business Day period referred to in Section 2.01(a)(ii), the Company will notify all Registering
Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested
to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the
Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a
notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i)
such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses
in connection with such revoked request), or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses
of such revoked request.


 


(c)          The
Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether
such Registration is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last
sentence of Section 2.01(b).


 


(d)          A
Demand Registration shall not be deemed to have occurred:


 


(i)          unless
the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for
a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included
in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have
occurred if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable
Securities included in such registration statement have been sold thereunder; or


 


(ii)         if
the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 662/3%
of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included.


 


(e)          If
a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting
Shareholder that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including
any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares
that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering
Size:


 


(i)          first,
all Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary
for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative
number of Registrable Securities held by each such Shareholder); and


 


(ii)         second,
any securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement).


 




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(f)          Upon
notice to the Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion
during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 45 days (which period
may not be extended or renewed), if (i) the Company reasonably determines that effecting the registration would materially and
adversely affect an offering of securities of the Company the preparation of which had then been commenced, or (ii) the Company
is in possession of material non-public information the disclosure of which during the period specified in such notice the Company
reasonably believes would not be in the best interests of the Company.


 


Section 2.02. Piggyback Registration.
(a) If the Company proposes to register any Company Securities under the Securities Act (other than (i) a Shelf Registration, which
will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section
2.02, or (ii) a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise
of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct
or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each
such time give prompt notice at least 10 Business Days prior to the anticipated filing date of the registration statement relating
to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02
and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities
of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”),
subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within seven Business Days after the
receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered
by such Shareholder), the Company shall use all reasonable best efforts to effect the registration under the Securities Act of
all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent required
to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration involves
an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell
their Registrable Securities to the underwriters selected as provided in Section
2.05(f)(i) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (B)
if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior
to the effective date of the registration statement filed in connection with such registration, the Company shall determine for
any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this
Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01
or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with
each Piggyback Registration.


 




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(b)          If
a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions
with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises
the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration
exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum
Offering Size:


 


(i)          first,
so much of the Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant
to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed
the Maximum Offering Size,


 


(ii)         second,
all Registrable Securities requested to be included in such registration by any Shareholders pursuant to this Section 2.02 (allocated,
if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of
the relative number of shares of Registrable Securities so requested to be included in such registration by each), and


 


(iii)        third,
any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall
determine.


 


Section 2.03. Shelf Registration.
(a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form S-3, a Shareholder
or group of Shareholders may request the Company (the requesting Shareholder(s) shall be referred to herein as the “Shelf
Requesting Shareholder”) to effect a registration of some or all of the Registrable Securities held by such Shelf Requesting
Shareholder under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a
“Shelf Registration”). The Company shall only be required to effectuate one Public Offering from such Shelf
Registration (an “Underwritten Takedown”) within any three-month period, which offering shall be deemed a Demand
Registration. The provisions of Section 2.01 shall apply mutatis mutandis to each Underwritten Takedown, with references
to “filing of the registration statement” or “effective date” being deemed references to filing of a prospectus
or supplement for such offering and references to “registration” being deemed references to the offering; provided
that Registering Shareholders shall only include Shareholders whose Registrable Securities are included in such Shelf Registration
or may be included therein without the need for an amendment to such Shelf Registration (other than an automatically effective
amendment). So long as the Shelf Registration is effective, no Shareholder may request any Demand Registration pursuant to Section
2.01 with respect to Registrable Shares that are registered on such Shelf Registration.


 


(b)          If
the Company shall receive a request from a Shelf Requesting Shareholder that the Company effect a Shelf Registration, then the
Company shall promptly give notice of such requested registration at least 10 Business Days prior to the anticipated filing date
of the registration statement relating to such Shelf Registration to the other Shareholders and thereupon shall use its reasonable
best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:


 




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(i)          all
Registrable Securities for which the Shelf Requesting Shareholder has requested registration under this Section 2.03, and


 


(ii)         all
other Registrable Securities of the same class as those requested to be registered by the Shelf Requesting Shareholder that any
Shareholders have requested the Company to register by request received by the Company within seven Business Days after such Shareholders
receive the Company’s notice of the Shelf Registration,


 


all to the extent necessary to permit the
registration of the Registrable Securities so to be registered on such Shelf Registration.


 


(c)          At
any time prior to the effective date of the registration statement relating to such Shelf Registration, the Shelf Requesting Shareholder
may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking
such request.


 


(d)          The
Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration.


 


(e)          Upon
notice to the Shelf Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 2.03 on
one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 45 days
(which period may not be extended or renewed), if the Company determines that effecting the registration would materially and adversely
affect an offering of securities of the Company the preparation of which had then been commenced, or the Company is in possession
of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes
would not be in the best interests of the Company.


 


Section 2.04. Lock-Up Agreements.
If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any
Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or
other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective
date of the applicable registration statement or, in the case of a Shelf Registration, 14 days prior to launch of the offering
or such later date when the Shareholder receives notice thereof until the earlier of (i) such time as the Company and the lead
managing underwriter shall agree and (ii) 180 days following the effective date of the applicable registration statement for the
First Public Offering and, otherwise, 90 days following the effective date of the applicable registration statement or, in the
case of a Shelf Registration, 90 days following the launch of the offering or such later date when the Shareholder receives notice
thereof (such period, the “Lock-Up Period” for the applicable registration statement).


 


Section 2.05.   Registration Procedures.
Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 2.01, 2.02, or 2.03, subject to
the provisions of such Sections, the Company shall use all reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection
with any such request:


 




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(a)          The
Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company
then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable
Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use all reasonable best
efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in
the case of a Shelf Registration, three years (or such shorter period in which all of the Registrable Securities of the Shareholders
included in such registration statement shall have actually been sold thereunder). Any such registration statement shall be an
automatically effective registration statement to the extent permitted by the SEC’s rules and regulations.


 


(b)          Prior
to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to
the Exchange Act that is incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder
and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number
of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the
Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Shareholder.


 


(c)          After
the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration
statement during the applicable period in accordance with the intended methods of disposition by the Shareholders thereof set forth
in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable
Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission
and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.


 




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(d)          The
Company shall use all reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration
statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering
Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may
be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned
by such Shareholder; provided, however, that the Company shall not be required to (A) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.05(d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.


 


(e)          The
Company shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at
any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available
to each such Shareholder and file with the SEC any such supplement or amendment.


 


(f)          (i)
Each of RCAP Holdings and Management LLC shall  have the right to select an underwriter or underwriters in connection with
any Public Offering resulting from its exercise of a Demand Registration (including any Underwritten Takedown),
which underwriter or underwriters shall be reasonably acceptable to the Company and (ii) the Company shall select an
underwriter or underwriters in connection with any other Public Offering (which underwriter or underwriters shall be
reasonably acceptable to RCAP Holdings and Management LLC if they are participating in such Public Offering). In connection
with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary
form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities in any such Public Offering, including the engagement of a “qualified independent
underwriter” in connection with the qualification of the underwriting arrangements with FINRA.


 


(g)          Upon
execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available
for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being
filed by the Company pursuant to this Section 2.05 and any attorney, accountant or other professional retained by any such Shareholder
or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to
enable any of the Inspectors to exercise its due diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records
that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission
in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court
of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless
and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.


 




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(h)          The
Company shall use reasonable best efforts to furnish to each Registering Shareholder and to each such underwriter, if any, a signed
counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort
letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters
of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing
underwriter therefor reasonably requests.


 


(i)          The
Company shall otherwise use all reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period
of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement satisfies
the requirements of Rule 158 under the Securities Act.


 


(j)          The
Company may require each Shareholder promptly to furnish in writing to the Company such information regarding the distribution
of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally
required in connection with such registration.


 


(k)          Each
Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
2.05(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.05(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies,
other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during
which such registration statement shall be maintained effective (including the period referred to in Section 2.05(a)) by the number
of days during the period from and including the date of the giving of notice pursuant to Section 2.05(e)
to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the
requirements of Section 2.05(e).


 


(l)          The
Company shall use all reasonable best efforts to list all Registrable Securities covered by such registration statement on any
securities exchange or quotation system on which the Common Shares are then listed or traded.


 




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(m)          The
Company shall have appropriate officers of the Company (i)  prepare and make presentations at any “road shows”
and before analysts and (ii) otherwise use their reasonable efforts to cooperate as reasonably requested by the underwriters
in the offering, marketing or selling of the Registrable Securities.


 


Section 2.06. Participation In Public
Offering. No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s
Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect
of registration rights.


 


Section 2.07. [Intentionally Omitted.]


 


Section 2.08. Rule 144 Sales; Cooperation
By The Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144 or Rule 144A, the Company
shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information
as such Shareholder shall reasonably request. Without limiting the foregoing, the Company shall:


 


(a)          at
any time after any of the Company’s shares of capital stock are registered under the Securities Act or the Exchange Act:
(i) make and keep available public information, as those terms are contemplated by Rule 144; (ii) timely file with the SEC
all reports and other documents required to be filed under the Securities Act and the Exchange Act; and (iii) furnish to each Shareholder
forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other information as such
Shareholder may reasonably request in order to avail itself of any rule or regulation of the SEC allowing such Shareholder to sell
any Registrable Securities without registration; and


 


(b)          each
Shareholder of Registrable Securities and each prospective Shareholder of Registrable Securities who may consider acquiring Registrable
Securities in reliance upon Rule 144A under the Securities Act (or any successor or similar rule then in force) (“Rule
144A”) shall have the right to request from the Company, and the Company will provide upon such request, such information
regarding the Company and its business, assets and properties, if any, as is at the time required to be made available by the Company
under Rule 144A so as to enable such Shareholder to transfer Registrable Securities to such prospective Shareholder in reliance
upon Rule 144A.


 




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Article
3


Indemnification
and Contribution


 


Section 3.01. Indemnification by the
Company. The Company agrees to indemnify and hold harmless each Shareholder beneficially owning any Registrable Securities
covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls
such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against
any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’
fees and expenses) (collectively, “Damages”) caused by or relating to any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended
or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free-writing
prospectus (as defined in Rule 405 under the Securities Act), or caused by or relating to any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar
as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made
based upon information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf expressly
for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors
and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 3.01.


 


Section 3.02. Indemnification by Participating
Shareholders. Each Shareholder holding Registrable Securities included in any registration statement agrees, severally but
not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity from the Company to such Shareholder provided in Section 3.01, but only with respect to information furnished in writing
by such Shareholder or on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating
to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or free-writing prospectus.
Each such Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and
directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 3.02. As
a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may
require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it
harmless to the extent customarily provided by underwriters with respect to similar securities. No Shareholder shall be liable
under this Section 3.02 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities
of such Shareholder to which such Damages relate.


 




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Section 3.03. Conduct of Indemnification
Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to this Article 3, such Person (an “Indemnified Party”) shall promptly
notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying
Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party,
and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure to notify. In any such proceeding, any 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 (a)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, (b) in the reasonable
judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them, including one or more defenses or counterclaims that are different from or in addition to those
available to the Indemnifying Party, or (c) the Indemnifying Party shall have failed to assume the defense within 30 days of notice
pursuant to this Section 3.03. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction,
the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed
as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing
by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason
of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect
any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party
and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional
release of such Indemnified Party from all liability arising out of such proceeding, and (B) does not include any injunctive or
other equitable or non-monetary relief applicable to or affecting such Indemnified Person.


 


Section 3.04. Contribution. If the
indemnification provided for in this Article 3 is unavailable to the Indemnified Parties in respect of any Damages, then each Indemnifying
Party, in lieu of indemnifying the Indemnified Parties, shall contribute to the amount paid or payable by such Indemnified Party,
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Damages as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Damages shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection
with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided
for in this Article 3 was available to such party in accordance with its terms.


 




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The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 3.04 were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 3.04, no Shareholder shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the proceeds actually received by such Shareholder from the sale of the Registrable Securities
subject to the proceeding exceeds the amount of any damages that such Shareholder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Shareholder. Each
Shareholder’s obligation to contribute pursuant to this Section 3.03 is several in the proportion that the proceeds of the
offering received by such Shareholder bears to the total proceeds of the offering received by all such Shareholders and not joint.


 


No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Article 3 are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.


 


Section 3.05. Other Indemnification.
Indemnification similar to that provided in this Article 3 (with appropriate modifications) shall be given by the Company and each
Shareholder participating therein with respect to any required registration or other qualification of securities under any foreign,
federal or state law or regulation or governmental authority other than the Securities Act.


 


Article
4


Miscellaneous


 


Section 4.01. Binding Effect; Assignability;
Benefit. (i) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Company Securities
shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect
to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and (ii)
this Article 4).


 




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(a)          Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any
party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign rights hereunder
to any Permitted Transferee of such Shareholder. Any such Permitted Transferee shall (unless already bound hereby) execute and
deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder
Agreement”) and shall thenceforth be a “Shareholder”.


 


(b)          By
execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of RCAP Holdings and (ii) each Permitted Transferee
of a Permitted Transferee described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i)
or (ii), a “RCAP Holdings Permitted Transferee”) hereby irrevocably appoints RCAP Holdings as its agent and
representative for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by RCAP
Holdings of any and all actions and the making of any decisions required or permitted to be taken by such RCAP Holdings Permitted
Transferee in accordance with this Section 4.01(c) solely in connection with any amendment of, or waiver under, this Agreement;
provided, however, that (A) RCAP Holdings shall only be permitted to act on behalf of the RCAP Holdings Permitted
Transferees in accordance with the instructions of those RCAP Holdings Permitted Transferees holding a majority of the Registrable
Securities held by all the RCAP Holdings Permitted Transferees, and (B) RCAP Holdings shall not be permitted to agree, on behalf
of any RCAP Holdings Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment
or waiver would disproportionately or adversely affect the rights and/or interests of such RCAP Holdings Permitted Transferee
relative to RCAP Holdings or any other RCAP Holdings Permitted Transferee without the prior written consent of the such RCAP Holdings
Permitted Transferee. The Company shall be entitled to deal exclusively with RCAP Holdings on the matters described in the immediately
preceding sentence relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind
whatsoever) on any document executed or purported to be executed on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings,
and on any other action taken or purported to be taken on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings, in
each case solely with respect to such matters, as fully binding upon such RCAP Holdings Permitted Transferee. Upon the dissolution
or termination of RCAP Holdings or any successor agent and representative, those RCAP Holdings Permitted Transferees holding a
majority of the Registrable Securities then-held by all RCAP Holdings Permitted Transferees shall appoint a RCAP Holdings Permitted
Transferee as their agent and representative for all purposes under this Section 4.01(c).


 




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(d)          By
execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of Management LLC and (ii) each Permitted Transferee
of a Permitted Transferee described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i)
or (ii), a “Management LLC Permitted Transferee”) irrevocably appoints Management LLC as its agent and representative
for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by Management LLC of any
and all actions and the making of any decisions required or permitted to be taken by such Management LLC Permitted Transferee in
accordance with this Section 4.01(d) solely in connection with any amendment of, or waiver under, this Agreement; provided,
however, that (A) Management LLC shall only be permitted to act on behalf of the Management LLC Permitted Transferees in accordance
with the instructions of those Management LLC Permitted Transferees holding a majority of the Registrable Securities held by all
the Management LLC Permitted Transferees, and (B) Management LLC shall not be permitted to agree, on behalf of any Management
LLC Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment or waiver would
disproportionately or adversely affect the rights and/or interests of such Management LLC Permitted Transferee relative to Management
LLC or any other Management LLC Permitted Transferee without the prior written consent of the such Management LLC Permitted Transferee.
The Company shall be entitled to deal exclusively with Management LLC on the matters described in the immediately preceding sentence
relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any
document executed or purported to be executed on behalf of a Management LLC Permitted Transferee by Management LLC, and on any
other action taken or purported to be taken on behalf of a Management LLC Permitted Transferee by Management LLC, in each case
solely with respect to such matters, as fully binding upon such Management LLC Permitted Transferee. Upon the dissolution or termination
of Management LLC or any successor agent and representative, those Management LLC Permitted Transferees holding a majority of the
Registrable Securities then-held by all Management LLC Permitted Transferees shall appoint a Management LLC Permitted Transferee
as their agent and representative for all purposes under this Section 4.01(d).


 


(e)          Nothing
in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective
heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.


 


Section 4.02. Notices. All notices,
requests and other communications (each, a “Notice”) to any party shall be in writing and shall be delivered
in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,


 


if to the Company to:


 


405 Park Avenue, 15th Floor

New York, NY 10022

Attention:          Legal Counsel

Fax:                   (212) 415-6567


 




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with a copy to:


 


Proskauer Rose LLP

Eleven Times Square


New York, New York 10036

Attention:          Peter M. Fass, Esq.


            James P. Gerkis, Esq.


Fax:                   (212) 969-2000


 


if to any Shareholder, at the address for
such Shareholder listed on the signature pages below or otherwise provided to the Company as set forth below.


 


Any Notice shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day
in the place of receipt. Otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day
in the place of receipt. Any Notice sent by facsimile transmission also shall be confirmed by certified or registered mail, return
receipt requested, posted within one Business Day after the date of the sending of such facsimile transmission, or by personal
delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmission.


 


Any Person that becomes a Shareholder after
the date hereof shall provide its address and fax number to the Company.


 


Section 4.03. Waiver; Amendment; Termination.
(i) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver
is to be effective. No provision of this Agreement may be amended or supplemented except (i) prior to the First Public
Offering, by an instrument in writing executed by all the parties hereto, and (ii) after the First Public Offering, by an
instrument in writing executed by the Company and the holders of at least 75% of the Registrable Securities held by the parties
hereto at the time of such proposed amendment or modification.


 


(b)          In
addition, any amendment of or supplement any provision of this Agreement that would disproportionately and adversely
affect RCAP Holdings or Management LLC may only be effected with the written consent of such party.


 


Section 4.04. Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard
to the conflicts of laws rules of such state.


 




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Section 4.05. Jurisdiction. The parties
hereby 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 in any state or federal court in The
City of New York, Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action
or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of
business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) 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 such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient
form. 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 such court. Without limiting the foregoing, each party agrees that service of process on such party as
provided in Section 4.02 shall be deemed effective service of process
on such party.


 


Section 4.06. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 4.07. Specific Enforcement.
Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement
would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond or furnishing other
security, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that
may then be available.


 


Section 4.08. Counterparts; Effectiveness.
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, and all of which shall, taken together, be considered one and the same agreement,
it being understood that each party need not sign the same counterpart. This Agreement shall become effective when each party hereto
shall have executed and delivered this Agreement. Until and unless each party has executed and delivered this Agreement, this Agreement
shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written
agreement or other communication).


 


Section 4.09. Entire Agreement. This
Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes all prior and contemporaneous
agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof.


 


Section 4.10. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.


 




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Section 4.11. Other Registration Rights.
Neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any Person. From and after the date of this Agreement, the Company shall not enter into
any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any
registration rights the terms of which are equivalent to or more favorable than the registration rights granted to Shareholders
hereunder, or which would reduce the amount of Registrable Securities the Shareholders can include in any registration filed pursuant
to this Agreement, unless such rights are subordinate to those of the Shareholders hereunder.


 


Section 4.12. Independent Nature of Shareholders'
Obligations and Rights. The obligations of each Shareholder hereunder are several and not joint with the obligations of any
other Shareholder hereunder, and no Shareholder shall be responsible in any way for the performance of the obligations of any other
Shareholder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken
by any Shareholder pursuant hereto or thereto, shall be deemed to constitute the Shareholders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Shareholders are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement. Each Shareholder shall be entitled to protect and
enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Shareholder
to be joined as an additional party in any proceeding for such purpose.


 


Section 4.13. Management LLC. The
parties acknowledge and agree that, as of the date of this Agreement, Management LLC does not “beneficially own” (as
such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities, but may, from time to time after the date of this
Agreement, acquire Company Securities that shall be subject to the registration rights set forth herein. Upon such acquisition
of Company Securities, Management LLC shall automatically, and without any further action being required, be a “Shareholder”
for all purposes of this Agreement.


 


[Signature pages follow.]


 




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IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement or have caused this Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


 


[Signature pages to come]


 


[Signature
page to the Registration Rights Agreement]


 




    	 



    	 



    

 


EXHIBIT A


 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance
with the Registration Rights Agreement dated as of [           ], 2013 (as the same may be amended from time to time, the “Registration
Rights Agreement”), among RCS Capital Corporation and the Shareholders party thereto. Capitalized terms used, but not
defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.


 


The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration
Rights Agreement as of the date hereof as a “Permitted Transferee” of a Shareholder thereto, and shall have
all of the rights and obligations of a “Shareholder” [and “RCAP Holdings”] [a “RCAP
Holdings Permitted Transferee”] [and “Management LLC”] [a “Management LLC Permitted Transferee”]
thereunder as if it had executed the Registration Rights Agreement. The Joining Party hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement (including, without
limitation, Section 4.01 thereof).


 


IN WITNESS WHEREOF, the undersigned has
executed this Joinder Agreement as of the date written below.


 


Date: ___________ ___, ______


 


	 	[NAME OF JOINING PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices: