AMENDMENT NO. 1 TO

AMENDED AND RESTATED

2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT


 


This AMENDMENT NO. 1 TO AMENDED AND RESTATED
2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTS, dated as of April 28, 2014 (this “Amendment”), is entered
into by and among RCS Capital Corporation (the “Company”), RCS Capital Holdings, LLC (the “Partnership”),
and RCS Capital Management, LLC, the Company’s service provider (the “Service Provider”).


 


WHEREAS, on or about the date hereof, the
Company will enter into a Securities Purchase Agreement with Luxor Capital Group, LP (the “Securities Purchase Agreement”);


 


WHEREAS, in connection with the Securities
Purchase Agreement, on or about the date hereof, the Service Provider will enter into an Amended and Restated Limited Liability
Company Operating Agreement with the members of the Service Provider named therein (the “Amended Operating Agreement”);


 


WHERAS, the Company, the Partnership and
the Service Provider are party to that certain Amended and Restated RCS Capital Corporation 2013 Multi-Year Outperformance Agreement,
dated as of February 11, 2014 (the “OPP Agreement”) (capitalized terms used but not defined herein will have
the respective meanings set forth for them in the OPP Agreement); and


 


WHEREAS, this Amendment is required under
the terms of the Securities Purchase Agreement and Amended Operating Agreement and is subject to the consummation of the transactions
contemplated under the Securities Purchase Agreement.


 


NOW, THEREFORE, in consideration of the
premises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree to the following:


 


1.Effective as of immediately prior to the Closing (as defined
in the Securities Purchase Agreement):


 


a.                  
The parties hereto acknowledge and agree that April 28, 2014 will be the “First Valuation Date” under the OPP.
For the avoidance of doubt, any Award LTIP Units earned based on performance through the First Valuation Date as provided in Section
3 of the OPP Agreement (the “Earned LTIP Units”) shall be subject vesting in accordance with the terms and conditions
of the OPP.


 


b.               
The remaining Award LTIP Units granted to the Service Provider under the OPP Agreement that do not become earned on the
First Valuation Date pursuant to Section 1(a) of this Amendment shall be automatically cancelled and forfeited without payment
of any consideration as of the First Valuation Date.


 






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c.               
The Earned LTIP Units shall be subject to the terms and conditions of the Limited Liability Company Agreement of the Partnership,
dated February 11, 2014, as amended from time to time.


 


d.              
The Service Provider acknowledges and agrees that from and after the First Valuation Date it will have no right to any Award
LTIP Units (other than the Earned LTIP Units), the right to earn any additional Award LTIP Units or other amounts pursuant to the
OPP Agreement.


 


2.                 
Effective as of the date hereof, this Amendment amends and is hereby incorporated in and forms a part of the OPP Agreement,
and except as amended hereby the OPP Agreement is confirmed in all respects and remains in full force and effect. The OPP Agreement
and this Amendment constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior negotiations, representations or agreements relating thereto, whether written or oral. No amendment or modification of
this Amendment shall be valid or binding upon the parties unless in writing and signed by the parties hereto.


 


3.                 
The parties agree that if any provision of this Amendment is found to be invalid or unenforceable, it will not affect the
validity or enforceability of any other provision. This Amendment shall be governed by the laws of the State of New York, without
regard to the choice of law principles thereof.


 


4.                 
Except as expressly provided herein, this Amendment shall automatically terminate and be of no further force and effect
if the Securities Purchase Agreement terminates without the Closing occurring thereunder.


 


 


[Signature page follows]


  






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IN WITNESS WHEREOF, the parties hereto have
duly executed this Amendment as of the date first above written.


 


 


RCS CAPITAL CORPORATION









By: /s/ William M. Kahane

       Name: William M. Kahane

       Title: Chief Executive Officer


 


 


RCS Capital
Holdings, LLC

By: RCS Capital Corporation, its managing member


 


 


By: /s/ Nicholas S. Schorsch

       Name: Nicholas S. Schorsch

       Title: Manager


 


 


RCS CAPITAL MANAGEMENT, LLC


 


By: /s/ Nicholas S. Schorsch

       Name: Nicholas S. Schorsch

       Title: Manager


 


 


 








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