Exhibit 4.3


 


 






 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of May 5, 2014


 


TO THE INDENTURE


 


Dated as of April 29, 2014


 


by


 


RCS CAPITAL CORPORATION,


 


as Issuer 


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


 






 




    	 



    	 



    

 


THIS
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 5, 2014, is made by RCS
CAPITAL CORPORATION, a Delaware corporation (the “Issuer”), and WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, an Indenture
dated as of April 29, 2014, was executed by and among the Issuer and the Trustee, relating to the Issuer’s 5.00% Convertible
Senior Notes due 2021 (the “Notes”) (the “Indenture”);


 


WHEREAS, pursuant to
Section 10.01(h) of the Indenture, the Issuer and the Trustee may enter into a supplemental indenture in order to conform the provisions
of the Indenture to the description of the convertible notes in the Commitment Letter;


 


WHEREAS, Section 14.01
of the Indenture sets forth the initial conversion rate for the Notes at 49.3583 shares of Common Stock, which is the share equivalent
of a conversion price of $20.26;


 


WHEREAS, the Commitment
Letter provides for the initial conversion price to be 115% of the one-day VWAP of the Issuer’s Common Stock on the trading
day prior to the announcement of the Transactions, which is equal to a conversion price of $21.18 and a conversion rate of 47.2144
shares of Common Stock;


 


WHEREAS, in accordance
with Section 10.01 of the Indenture, this Supplemental Indenture shall amend the Indenture as set forth herein;


 


NOW, THEREFORE, in consideration of the agreements
and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree to the following provisions:


 


Article
1


 


AMENDMENTS TO THE INDENTURE


 


Section
1.1           Amendment to Section
14.01 of the Indenture. Clause (x) of the first sentence of Section 14.01 shall be amended to read “47.2144 shares of
Common Stock.”


 


Article
2


 


MISCELLANEOUS


 


Section
2.1           Trustee Matters.
All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee
shall be applicable in respect of this Supplemental Indenture as fully and with like effect as if set forth herein in full. The
Trustee is not responsible for the validity or sufficiency of this Supplemental Indenture, or for the recitals contained herein.



 


Section
2.2           Ratification.
The Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that in case of conflict between this Supplemental Indenture and
the Indenture, this Supplemental Indenture shall control.


 




    	 



    	 



    

 


Section
2.3           Counterpart Originals.
This Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be deemed to be an original,
and such counterparts shall together constitute one and the same instrument.


 


Section
2.4           Severability.
In the event any one or more provisions contained in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


 


Section
2.5           Effect of Headings.
The Article and Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof
and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section
2.6           Defined Terms.
Any capitalized term used but not defined herein shall have the meaning set forth in the Indenture. 


 


Section
2.7           Governing Law.
THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE,
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUTREGARD TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF).


  




    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned have
caused this Supplemental Indenture to be duly executed as of the date first written above.


 


	 	RCS CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ William Kahane
	 	 	Name: William Kahane
	 	 	Title:   Chief Executive Officer


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Jane Schweiger
	 	 	Name: Jane Schweiger
	 	 	Title:   Vice President


 


(Indenture Supplement dated May 5, 2014)