EXECUTION
COPY


 


April 28, 2014


 


Reimbursement
Agreement


 


This reimbursement agreement is entered into on and as of the date set forth above (this “Agreement”) and
sets forth certain agreements between RCAP Holdings, LLC, a Delaware limited liability company (“Holdings”),
and RCS Capital Corporation, a Delaware corporation (the “Corporation”).


 


On the date of this Agreement, the Corporation shall consummate the transactions contemplated
by the Agreement and Plan of Merger dated as of January 16, 2014, among the Corporation, Clifford Acquisition, Inc., a Delaware
corporation, Cetera Financial Holdings, Inc., a Delaware corporation, and the other parties thereto. To facilitate the consummation
of such transactions, the Corporation shall also, on the date of this Agreement, enter into (a) the First Lien Credit Agreement,
with Holdings, RCS Capital Management, LLC, the lenders party thereto, and Barclays Bank PLC, as administrative agent and as collateral
agent, and (b) the Second Lien Credit Agreement, with Holdings, RCS Capital Management, LLC, the lenders party thereto, and Bank
of America, N.A., as administrative agent and as collateral agent. Collectively, the First Lien Credit Agreement and Second Lien
Credit Agreement are referred to herein as the “Financing Agreements.”


 


The Financing Agreements provide, among other things, that (a) an amount of the proceeds of the term loans under the Financing
Agreements necessary to repay all amounts outstanding under the First Allied Seller Notes (as defined below) shall be placed into
escrow (the “Special Escrow”) by the Corporation for the repayment of such amounts, (b) the amount deposited
in the Special Escrow by the Corporation may be drawn on by Holdings to repay its obligations under the First Allied Seller Notes,
and (c) the failure to prepay the outstanding principal amount of the term loan and revolving loan indebtedness, and all accrued
but unpaid interest thereon (collectively, the “First Allied Indebtedness”), under First Allied Credit Agreement
(as defined below) within 90 days following the closing date under the Financing Agreements will
be an event of default under such Financing Agreements. In connection with the foregoing, Holdings DOES HEREBY agree, solely for
the benefit of the Corporation and the Corporation’s successors and assigns (and not any third party), that Holdings shall,
(x) reimburse the Corporation for any amounts drawn on by Holdings from the Special Escrow in connection with repaying Holdings’
obligations under the First Allied Sellers Notes, within 5 business days of drawing upon any such amounts; provided, however,
that if Holdings shall fail to reimburse the Corporation within such 5 business day period for the amounts drawn from the Special
Escrow, then, until such unreimbursed amounts shall have been paid in full, interest shall accrue thereon at LIBOR plus the Applicable
Margin for Term Loans (each, as defined in the Financing Agreements); provided, further, however, that the
interest imposed by the preceding proviso shall not excuse the default of Holdings to pay its reimbursement obligations hereunder,
and (y) if the First Allied Contribution (as defined below) is not consummated prior to the ninetieth day following the closing
date under the Financing Agreements, prepay in full the amount of the First Allied Indebtedness on or prior to such ninetieth day.



 




    	 



    	 



    

 


Reimbursement Agreement


Page 2 of 3


 


As used in this Agreement, the term (i)
“First Allied Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of January 2,
2013, between First Allied Holdings Inc. and Fifth Third Bank, as amended, modified, restated, or amended and restated from time
to time, (ii) “First Allied Contribution” shall mean the contribution by Holdings of its right, title and interest
in all 46,920,050 issued and outstanding shares of common stock, par value $0.0001 per share, of First Allied Holdings Inc. to
the Corporation, on the terms and subject to the conditions set forth in the Contribution Agreement dated as of April 3, 2014 between
Holdings and the Corporation, and (iii) “First Allied Seller Notes” shall mean the Exchangeable Promissory Notes
issued by Holdings as partial consideration for its September 25, 2013 acquisition of First Allied Holdings Inc.


 


This Agreement shall be binding upon each
of the parties and their respective legal representatives, successors and assigns. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York. This Agreement may be executed (including by facsimile transmission)
with counterpart signature pages in one or more counterparts, all of which when taken together shall constitute one agreement.


 


[END OF TEXT]


 




    	 



    	 



    

 


Reimbursement Agreement


Page 3 of 3


 


This Agreement has been duly executed and
delivered by the parties hereto as of the date first above written.


 


	 	Corporation: 
	 	 
	 	RCS Capital Corporation
	 	 
	 	By:	/s/ William M. Kahane
	 	Name: William M. Kahane
	 	Title: Chief Executive Officer
	 	 
	 	Holdings: 
	 	 
	 	RCAP Holdings, LLC 
	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	Name: Nicholas S. Schorsch
	 	Title: Managing Member