Exhibit 10.4


 





TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT
(this “Agreement”), dated as of August 6, 2015, is by and among RCS Capital Corporation, a Delaware corporation
(the “Company”), RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”),
RCS Capital Management, LLC, a Delaware limited liability company (“ManagementCo”), the original members (the
“Original Members”) of ManagementCo as set forth on Schedule 1 hereto and Luxor Capital Partners, LP,
Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc. and Blue Sands D Inc. (collectively, “Luxor” and together
with the Company, Holdings, ManagementCo and the Original Members, the “Parties”).


 


WITNESSETH:


 


WHEREAS, each of the
Company, Holdings and ManagementCo is also a party to that certain amended and restated services agreement, dated as of February
11, 2014 (the “Services Agreement”), pursuant to which ManagementCo provides certain services to the Company
on the terms set forth therein;


 


WHEREAS, as of the date
hereof, the Original Members and Luxor (the “Members”) collectively own one-hundred percent (100%) of the membership
interests of ManagementCo;


 


WHEREAS, each of Luxor,
the Company, the Original Members and ManagementCo is also a party to that certain put and call agreement, dated as of April 29,
2014, as amended by Amendment No. 1, dated December 19, 2014 (the “Put & Call Agreement”), pursuant to which
Luxor has a right to put, and the Company and the Original Members have a right to call, Luxor’s interest in ManagementCo
on the terms, and subject to the conditions, set forth in the Put & Call Agreement;


 


WHEREAS, the Parties
wish to terminate the Services Agreement and the Put & Call Agreement on the terms, and subject to the conditions, set forth
in this Agreement;


 


WHEREAS, the Company and Apollo Management
Holdings, L.P. (“Apollo”) are parties to that certain membership interest purchase agreement (the “Purchase
Agreement”), dated as of August 6, 2015, pursuant to which Apollo will purchase the Acquired Interests (as defined in
the Purchase Agreement) of the Company on the terms, and subject to the conditions, set forth in the Purchase Agreement;


 


WHEREAS, Apollo and the Company are parties
to that certain investment agreement (the “Apollo Investment Agreement”), dated as of August 6, 2015, pursuant
to which Apollo will acquire Series D-1 Preferred Stock on the terms, and subject to the conditions, set forth in the Investment
Agreements;


 


WHEREAS, Luxor and the Company are parties
to that certain investment agreement (the “Luxor Investment Agreement” and, together with the “Apollo
Investment Agreement, the “Investment Agreements”), dated as of August 6, 2015, pursuant to which Luxor
will acquire Series D-2 Preferred Stock on the terms, and subject to the conditions, set forth in the Luxor Investment Agreement;


 


WHEREAS, Holdings has executed the Stockholder
Consent (as hereafter defined and a voting agreement, dated the date hereof, pursuant to which Holdings has similarly agreed to
vote or provide its consent with respect to its Class B Common Stock);


 




     


     


    

 


WHEREAS, as a condition
to the willingness of the Company to enter into the Purchase Agreement and the Investment Agreements and as a material inducement
and in consideration therefor, the Parties are entering into this Agreement and agreeing to the covenants set forth herein.


 


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


 


Article
I

DEFINITIONS


 


1.1           Definitions.
The following terms used in this Agreement shall have the meanings set forth below, and any other capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement.


 


“Class A Common Stock”
shall mean the Class A common stock, par value $0.001 per share, of the Company.


 


“Contract” shall mean any
contract, agreement, arrangement, understanding or other legally binding instrument, including any note, indenture, commitment
or undertaking, in each case whether written or oral.


 


“Stockholder Consent” shall
mean the written consent of Holdings (with respect to the Class B Common Stock that it holds), dated the date hereof, approving
the issuance by the Company of Class A Common Stock in the amounts set forth in Section 2.1(b) hereof, in accordance with
applicable law (including the NYSE Listed Company Manual and Section 312.03 thereunder).


 


“Second Issuance Date”
shall mean the fifth (5th) Business Day following the earliest date on which corporate action may be taken by the Company
to issue Class A Common Stock, in the amounts set forth in Section 2.1(b) hereof, as approved on behalf of the stockholders
pursuant to the Stockholder Consent dated the date hereof, and the delivery to the stockholders of an Information Statement Pursuant
to Section 14(c) of the Securities Exchange Act of 1934 (as amended), including pursuant to Rule 14c-2(b) and the waiting period
contained therein.


 


“Share Adjustment” shall
mean appropriate and customary adjustment in the event that between the date hereof and until the respective issuance date, the
Company shall split, combine, subdivide or reclassify or repurchase, redeem or otherwise acquire, or modify or amend any of the
terms of, directly or indirectly, any shares of the Class A Common Stock.


 


Article
II

COVENANTS


 


2.1           Termination
Payments.


 


(a)      The
Parties hereby agree that, on or prior to the fifth (5th) Business Day following the date hereof (the “First
Issuance Date”):


 


(i)          in
respect of termination of the Services Agreement, the Company shall issue to the Members Class A Common Stock (subject to the Share
Adjustment) in the applicable amounts set forth in the second column of the table in Schedule 2 hereof (as such amounts
may be amended by the Company (acting reasonably) to comply with applicable law, including the NYSE Listed Company Manual and Section
312.03 thereunder); and


 




    	 	2	 



     


    

  


(ii)         in
respect of termination of the Put & Call Agreement, the Company shall issue to Luxor Class A Common Stock (subject to the Share
Adjustment) in the applicable amounts set forth in the second column of the table in Schedule 3 hereof.


 


(b)      The
Parties hereby agree that, on the Second Issuance Date:


 


(i)          in
respect of termination of the Services Agreement, the Company shall issue to the Members Class A Common Stock (subject to the Share
Adjustment) in the applicable amounts set forth in the third column of the table in Schedule 2 hereof (as such amounts may
be amended by the Company (acting reasonably) to comply with applicable law, including the NYSE Listed Company Manual and Section
312.03 thereunder); and


 


(ii)         in
respect of termination of the Put & Call Agreement, the Company shall issue to Luxor Class A Common Stock (subject to the Share
Adjustment) in the applicable amounts set forth in the third column of the table in Schedule 3 hereof.


 


2.2           Termination
of the Services Agreement and the Put & Call Agreement.


 


(a)      The
Parties hereby agree and acknowledge that as of the First Issuance Date, the Services Agreement will be terminated with immediate
effect (requiring no further action on the part of the Parties), and that each party to the Services Agreement shall have no further
liability or obligation thereunder to any other party to the Services Agreement, regardless of when any such liability or obligation
arose.


 


(b)      Luxor,
the Company, the Original Members and ManagementCo hereby agree and acknowledge that as of the First Issuance Date, the Put &
Call Agreement will be terminated with immediate effect (requiring no further action on the part of Luxor, the Company, the Original
Members and ManagementCo), and that each party to the Put & Call Agreement will have no further liability or obligation thereunder
to any other party to the Put & Call Agreement, regardless of when any such liability or obligation arose.


 


(c)      Following
and in connection with the transactions contemplated in this Agreement, ManagementCo will liquidate.


 


2.3           Mutual
Release of Claims. As of the Second Issuance Date (requiring no further action on the part of the Parties), the Company, Holdings,
ManagementCo, Luxor, the Original Members (in their individual capacities, and in their capacities as officers and directors of
any of the foregoing) (collectively, the “Released Parties”) and each of their successors and assigns fully
and forever waive, release, acquit and discharge each of the other Released Parties and each of their successors and assigns, to
the full extent permitted under Delaware law, from any and all claims, suits, judgments, demands, debts, rights, obligations, liabilities,
losses, costs, expenses, fees, causes of action and liabilities whatsoever (including claims for any and all losses, damages, unjust
enrichment, attorney’s fees, disgorgement of fees, litigation costs, injunctive or declaratory relief, contribution, indemnification,
or any other type of legal or equitable relief), in each case, whether liquidated or unliquidated, fixed or contingent, matured
or unmatured, asserted or unasserted, known or unknown, foreseen or unforeseen, existing as of the Second Issuance Date or arising
thereafter, in law, equity, or otherwise brought by way of demand, complaint, cross-claim, counterclaim, third-party claim or otherwise,
in each case that are based in whole or part on any act, omission, transaction, event, or other occurrence in connection with,
arising from or under or related to the Services Agreement or the Put & Call Agreement; provided, however, that
such waiver, release, acquittal, and discharge shall not include any obligation of any Party under, or any damages, liabilities,
claims or causes of action in connection with, arising from or related to the breach by any Party of the terms and conditions contained
in, this Agreement.


 




    	 	3	 



     


    

  


2.4           Information
Statement. The Company shall use commercially reasonable best efforts to prepare and file an Information Statement Pursuant
to Section 14(c) of the Securities Exchange Act of 1934 (as amended), as promptly as practicable following the date hereof, in
respect of the transactions contemplated hereby, and shall otherwise use commercially reasonable best efforts to cause the Second
Issuance Date to occur as promptly as practicable following the date hereof.


 


2.5           Registration
Rights. The Company agrees that, promptly after the First Issuance Date, the Company shall provide registration rights on customary
terms to the Original Members and to Luxor and within customary timeframes.


 


Article
III

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY


 


3.1           Representations
and Warranties of the Company. The Company hereby represents and warrants to the other Parties as follows:


 


(a)      Authority
to Execute and Perform Agreements. The Company has the full legal right and power and all authority required to enter into,
execute and deliver this Agreement and to perform fully its obligations hereunder. The execution and delivery of this Agreement
by the Company has been duly authorized by all requisite organizational action, if any, on the part of the Company. This Agreement
has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws now or hereafter in effect generally affecting creditors’ rights or by
general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.


 


(b)      No
Conflicts; Consents.


 


(i)          The
execution and delivery by the Company of this Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under (A) any
Contract to which the Company is a party or (B) any judgment, order, writ, injunction or decree of any court, governmental
body, administrative agency or arbitrator applicable to the Company.


 


(ii)         No
consents, approvals or authorizations of, or notices or filings with, any Person are required to be obtained or made by the Company
in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated
hereby.


 


(c)      Class
A Common Stock. All shares of Class A Common Stock issued pursuant to Section 2.1 will upon such issuance be duly authorized,
validly issued, fully paid, and nonassessable, and free and clear of any liens, encumbrances or transfer restrictions (other than
transfer restrictions under applicable securities laws).


 




    	 	4	 



     


    

  


(d)      Capitalization.
The capitalization representation with respect to the Company contained in Section 2.5(a) of the Investment Agreements is
hereby incorporated by reference.


 


Article
IV

REPRESENTATIONS AND WARRANTIES

OF HOLDINGS


 


4.1           Representations
and Warranties of Holdings. Holdings hereby represents and warrants to the other Parties as follows:


 


(a)      Authority
to Execute and Perform Agreements. Holdings has the full legal right and power and all authority required to enter into, execute
and deliver this Agreement and to perform fully its obligations hereunder. The execution and delivery of this Agreement by Holdings
has been duly authorized by all requisite organizational action, if any, on the part of Holdings. This Agreement has been duly
executed and delivered and constitutes the legal, valid and binding obligation of Holdings enforceable against Holdings in accordance
with its terms, except as the enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws now or hereafter in effect generally affecting creditors’ rights or by general principles of
equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.


 


(b)      No
Conflicts; Consents.


 


(i)          The
execution and delivery by Holdings of this Agreement does not, and the consummation of the transactions contemplated hereby will
not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under (A) any
Contract to which Holdings is a party or (B) any judgment, order, writ, injunction or decree of any court, governmental body,
administrative agency or arbitrator applicable to Holdings.


 


(ii)         No
consents, approvals or authorizations of, or notices or filings with, any Person are required to be obtained or made by the Holdings
in connection with the execution and delivery by Holdings of this Agreement and the consummation of the transactions contemplated
hereby.


 


Article
V

REPRESENTATIONS AND WARRANTIES OF

MANAGEMENTCO


 


5.1           Representations
and Warranties of ManagementCo. ManagementCo hereby represents and warrants to the other Parties as follows:


 


(a)      Authority
to Execute and Perform Agreements. ManagementCo has the full legal right and power and all authority required to enter into,
execute and deliver this Agreement and to perform fully its obligations hereunder. The execution and delivery of this Agreement
by ManagementCo has been duly authorized by all requisite organizational action, if any, on the part of ManagementCo. This Agreement
has been duly executed and delivered and constitutes the legal, valid and binding obligation of ManagementCo enforceable against
ManagementCo in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws now or hereafter in effect generally affecting creditors’ rights or by
general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.


 




    	 	5	 



     


    

  


(b)      No
Conflicts; Consents.


 


(i)          The
execution and delivery by ManagementCo of this Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under (A) any
Contract to which ManagementCo is a party or (B) any judgment, order, writ, injunction or decree of any court, governmental
body, administrative agency or arbitrator applicable to ManagementCo.


 


(ii)         No
consents, approvals or authorizations of, or notices or filings with, any Person are required to be obtained or made by ManagementCo
in connection with the execution and delivery by ManagementCo of this Agreement and the consummation of the transactions contemplated
hereby.


 


Article
VI

REPRESENTATIONS AND WARRANTIES OF

THE ORIGINAL MEMBERS


 


6.1           Representations
and Warranties of the Original Members. Each Original Member hereby represents and warrants as to himself or herself to the
other Parties as follows:


 


(a)      Authority
to Execute and Perform Agreements. The Original Member has the full legal right and power and all authority required to enter
into, execute and deliver this Agreement and to perform fully his or her obligations hereunder. This Agreement has been duly executed
and delivered and constitutes the legal, valid and binding obligation of the Original Member enforceable against the Original Member
in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or similar laws now or hereafter in effect generally affecting creditors’ rights or by general principles
of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.


 


(b)      No
Conflicts; Consents.


 


(i)          The
execution and delivery by the Original Member of this Agreement does not, and the consummation of the transactions contemplated
hereby will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under
(A) any Contract to which the Original Member is a party or (B) any judgment, order, writ, injunction or decree of any
court, governmental body, administrative agency or arbitrator applicable to the Original Member.


 


(ii)         No
consents, approvals or authorizations of, or notices or filings with, any Person are required to be obtained or made by the Original
Member in connection with the execution and delivery by the Original Member of this Agreement and the consummation of the transactions
contemplated hereby.


 


(c)      Sophisticated
Investor. The Original Member is knowledgeable, sophisticated and experienced in business and financial matters, is an “accredited
investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended), is capable of evaluating the merits
and risks of an acquisition of Class A Common Stock and has previously invested in securities similar to the Class A Common Stock.
The Original Member is able to bear the economic risk of the Class A Common Stock and is able to afford the complete loss of such
acquisition. In making his or her decision to enter into this Agreement, the Original Member has relied upon independent investigations
made by himself or herself and his or her representatives, including his or her professional, financial, tax, legal and other
advisors, if any. The Original Members and his or her representatives have been given the opportunity to request and to examine
all documents of, and to ask questions of, and to receive answers from, the Company and his or her representatives concerning
the terms and conditions of an acquisition of the Class A Common Stock and to obtain any additional information which the Original
Member or his or her representatives have reasonably requested. The Original Member acknowledges that the Company is entering
into this Agreement in reliance upon the Original Member’s representations and warranties set forth herein.


 




    	 	6	 



     


    

  


Article
VII

REPRESENTATIONS AND WARRANTIES OF

LUXOR


 


7.1           Representations
and Warranties of Luxor. Luxor hereby represents and warrants to the other Parties as follows:


 


(a)      Authority
to Execute and Perform Agreements. Luxor has the full legal right and power and all authority required to enter into,
execute and deliver this Agreement and to perform fully its obligations hereunder. The execution and delivery of this
Agreement by Luxor has been duly authorized by all requisite organizational action, if any, on the part of Luxor. This
Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Luxor enforceable
against Luxor in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect generally affecting
creditors’ rights or by general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law.


 


(b)      No
Conflicts; Consents.


 


(i)          The
execution and delivery by Luxor of this Agreement does not, and the consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under (A) any Contract
to which Luxor is a party or (B) any judgment, order, writ, injunction or decree of any court, governmental body, administrative
agency or arbitrator applicable to Luxor.


 


(ii)         No
consents, approvals or authorizations of, or notices or filings with, any Person are required to be obtained or made by Luxor in
connection with the execution and delivery by Luxor of this Agreement and the consummation of the transactions contemplated hereby.


 


(c)      Sophisticated
Investor. Luxor is knowledgeable, sophisticated and experienced in business and financial matters, is an “accredited
investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended), is capable of evaluating the merits and
risks of an acquisition of Class A Common Stock and has previously invested in securities similar to the Class A Common Stock.
Luxor is able to bear the economic risk of the Class A Common Stock and is able to afford the complete loss of such acquisition.
In making its decision to enter into this Agreement, Luxor has relied upon independent investigations made by it and its representatives,
including its professional, financial, tax, legal and other advisors, if any. Luxor and its representatives have been given the
opportunity to request and to examine all documents of, and to ask questions of, and to receive answers from, the Company and its
representatives concerning the terms and conditions of an acquisition of the Class A Common Stock and to obtain any additional
information which Luxor or its representatives have reasonably requested. Luxor acknowledges that the Company is entering into
this Agreement in reliance upon Luxor’s representations and warranties set forth herein.


 




    	 	7	 



     


    

  


Article
VIII

MISCELLANEOUS


 


8.1           Amendment.
This Agreement may be amended only by a written instrument executed by the Parties, or their respective successors or assigns.


 


8.2           Notices.
In the event a notice or other document is required to be sent hereunder to the Parties (or their respective legal representatives),
such notice or other document shall be made in writing by hand-delivery, registered or certified first-class mail, electronic transmission
(including e-mail transmissions) or air courier guaranteeing overnight delivery to such Party at the following addresses (or at
such other address as shall be given in writing by any Party to the others):


 


If to ManagementCo,
to:


 


RCS Capital Corporation

405 Park Avenue

15th Floor

New York, New York 10022

Attention: James A. Tanaka; Mason Allen

Telephone: (212) 415-6592; (646) 861-7717

Email: jtanaka@rcscapital.com; mallen@rcscapital.com


 


with a copy (which
shall not constitute notice) to:


 


Proskauer Rose LLP

11 Times Square

New York, NY 10022

Attention: Steven L. Lichtenfeld

Telephone: (212) 969-3735

Email: slichtenfeld@proskauer.com


 


If to the Company or Holdings, to:


 


RCS Capital Corporation

405 Park Avenue

15th Floor

New York, New York 10022

Attention: James A. Tanaka; Mason Allen

Telephone: (212) 415-6592; (646) 861-7717

Email: jtanaka@rcscapital.com; mallen@rcscapital.com


 


with a copy (which
shall not constitute notice) to:


 


Proskauer Rose LLP

11 Times Square

New York, NY 10022

Attention: Steven L. Lichtenfeld

Telephone: (212) 969-3735

Email: slichtenfeld@proskauer.com 


 




    	 	8	 



     


    

 


If to the Members,
then in accordance with the contact information provided in Schedule 2 hereto.


 


All such notices shall
be deemed to have been duly given: when delivered by hand, if personally delivered; five (5) Business Days after being deposited
in the mail, postage prepaid, if mailed; when confirmed or replied to, if sent by electronic transmission; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


8.3           Counterparts.
This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each one of which shall
be deemed an original and all of which together shall constitute one and the same Agreement.


 


8.4           Governing
Law; Venue. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement
and the exhibits and schedules hereto, and their negotiation, execution, performance or nonperformance, interpretation, termination,
construction and all matters based upon, arising out of or related to any of the foregoing, whether arising in law or equity, shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law
or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware. Any legal action or proceeding with respect to this Agreement
shall be brought in the courts of the United States District Court for the District of Delaware or any other competent court of
the State of Delaware, and each Party irrevocably accepts for itself and in respect of its property, generally and unconditionally,
the exclusive jurisdiction of such courts in any legal action or proceeding with respect to this Agreement. Each Party irrevocably
waives any objection which it may have to the laying of venue of the aforesaid actions or proceedings arising out of or in connection
with this Agreement in the courts referred to in this paragraph and further irrevocably waives and agrees not to plead or claim
in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Each
Party agrees that service of process upon such Party in any action shall be effective if notice is given in accordance with Section
8.2.


 


8.5           WAIVER
OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING (INCLUDING
COUNTERCLAIMS) RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS OR RELATIONSHIPS HEREBY
CONTEMPLATED OR OTHERWISE IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHTS OR OBLIGATIONS HEREUNDER.


 


8.6           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.


 


8.7           Further
Assurances. The Parties shall execute and deliver such additional documents as may be reasonably requested to consummate the
transactions contemplated by this Agreement.


 


8.8           Parties
in Interest; Assignment. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in
any Person not a party to this Agreement. Neither this Agreement nor any of the rights, interest or obligations hereunder shall
be assigned by any of the Parties without the prior written consent of the other Parties. Any assignment not in accordance with
this Section 8.8 shall be null and void ab initio.


 




    	 	9	 



     


    

  


8.9           Entire
Agreement. This Agreement constitutes the entire agreement and understanding among the Parties in respect of the subject matter
hereof and thereof and supersedes all prior and contemporaneous arrangements, agreements and understandings, both oral and written,
whether in term sheets, presentations or otherwise among the Parties, or between any of them, with respect to the subject matter
hereof and thereof.


 


8.10         Specific
Performance; Cumulative Remedies. The Parties acknowledge that money damages may not be an adequate remedy for violations of
this Agreement and that any party, in addition to any other rights and remedies which the Parties may have hereunder or at law
or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction
or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof
and, to the extent permitted by applicable law, each Party waives any objection to the imposition of such relief. All rights, powers
and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any Party shall not preclude the simultaneous
or later exercise of any other such rights, powers or remedies by such Party.


 


8.11         Headings;
References. The headings and captions herein are inserted for convenience of reference only and are not intended to govern,
limit or aid in the construction of any term or provision hereof. All references herein to “Sections” shall be deemed
to be references to Articles or Sections hereof unless otherwise indicated.


 


[Remainder of page
intentionally left blank]


 




    	 	10	 



     


    

 


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


 


	 	RCAP  HOLDINGS, LLC
	 	 
	 	By:	/s/ William M. Kahane
	 	Name: William M. Kahane
	 	Title: Managing Member
	 	 
	 	RCS CAPITAL MANAGEMENT, LLC
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	Name: Nicholas S. Schorsch
	 	Title: Managing Member
	 	 	 
	 	ORIGINAL MEMBERS
	 	 	 
	 	/s/ Nicholas S. Schorsch
	 	Name: Nicholas S. Schorsch
	 	 
	 	/s/ Shelley D. Schorsch
	 	Name: Shelley D. Schorsch
	 	 
	 	/s/ William M. Kahane
	 	Name: William M. Kahane
	 	 
	 	/s/ Peter M. Budko
	 	Name: Peter M. Budko
	 	 
	 	/s/ Edward M. Weil Jr.
	 	Name: Edward M. Weil Jr.


 




    	 	11	 



     


    

 


	 	/s/ Brian S. Block
	 	Name: Brian S. Block
	 	 
	 	LUXOR
	 	 
	 	LUXOR CAPITAL PARTNERS, LP
	 	 	 
	 	By:	/s/Norris Nissim
	 	Name: Norris Nissim
	 	Title: General Counsel
	 	Luxor Capital Group, LP, Investment Manager
	 	 	 
	 	BLUE SANDS LLC
	 	 	 
	 	By:	/s/Norris Nissim
	 	Name: Norris Nissim
	 	Title: Authorized Signatory
	 	 	 
	 	BLUE SANDS B INC.
	 	 	 
	 	By:	/s/Norris Nissim
	 	Name: Norris Nissim
	 	Title: Authorized Signatory
	 	 	 
	 	BLUE SANDS C INC.
	 	 	 
	 	By:	/s/Norris Nissim
	 	Name: Norris Nissim
	 	Title: Authorized Signatory
	 	 	 
	 	BLUE SANDS D INC.
	 	 	 
	 	By:	/s/Norris Nissim
	 	Name: Norris Nissim
	 	Title: Authorized Signatory


 




    	 	12	 



     


    

   


Schedule 1


Original Members


 


Nicholas S. Schorsch


 


Shelley D. Schorsch


 


William M. Kahane


 


Peter M. Budko


 


Edward M. Weil, Jr.


 


Brian S. Block


 




    	 	13	 



     


    

   


Schedule 2


Services Agreement Termination Shares


 


	Member	
        Number of Shares of

        Class A Common Stock

        (issued on the First

        Issuance Date)1

        
	Number of Shares of

Class A Common Stock

(issued on the Second

Issuance Date)	Notice Information
	
        Nicholas S. Schorsch

         
	
        760,000
	898,372	
        AR Capital, LLC

        405 Park Avenue

        New York, NY 10022

         

        Attention:

        Jesse Galloway, Esq., General Counsel

	
        Shelley D. Schorsch

         

	
        William M. Kahane

         
	352,728	-
	
        Peter M. Budko

         
	427,873	-
	
        Edward M. Weil, Jr.

         
	91,340	-
	
        Brian S. Block

         
	78,384	-
	Luxor Capital Partners, LP 	232,237	-	
        Luxor Capital Group, LP

        1114 Avenue of the Americas, 29th Floor

        New York, NY 10036

         

        Attention: Norris Nissim, Esq., General Counsel

	 	 	 
	Blue Sands LLC	291,511	-
	 	 	 
	Blue Sands B Inc.	21,701	-
	 	 	 
	Blue Sands C Inc. 	61,541	-
	 	 	 
	Blue Sands D Inc.	23,321	-
	 	 	 


 





 






1 Rounded to the nearest whole share of Class A
Common Stock. Amount of shares for 1) Nicholas S. Schorsch and Shelley D. Schorsch; 2) William M. Kahane; 3) Peter M. Budko; 4)
Edward M. Weil, Jr.; 5) Brian S. Block; and 6) collectively, Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue
Sands C Inc. Blue Sands D Inc.; in each case, not to exceed 0.99% of the number of shares of Class A Common Stock outstanding,
or 0.99% of the voting power outstanding, before this issuance. 


 




    	 	14	 



     


    

 


Schedule 3


Put & Call Termination Shares


 


	Member	
        Number of Shares of

        Class A Common Stock

        (issued on the First

        Issuance Date)2
	
        Number of Shares of

        Class A Common

        Stock

        (issued on the Second

        Issuance Date)
	Notice Information
	
        Luxor Capital Partners, LP

         
	
        47,784

         

        59,979

         

        4,465

         

        12,662

         

        4,799
	
        825,324

         

        1,035,971

         

        77,122

         

        218,705

         

        82,878
	
        Luxor Capital Group, LP

        1114 Avenue of the Americas, 29th Floor

        New York, NY 10036

         

        Attention: Norris Nissim, Esq., General Counsel

	
        Blue Sands LLC

         

	
        Blue Sands B Inc.

         

	
        Blue Sands C Inc.

         

	
        Blue Sands D Inc.

         



 


 


 






2 See previous footnote.




 






    	 	15	 



     


    

 





Termination of the Restrictive Covenants
Agreement


 


Reference is made to the Restrictive Covenants
Agreement, dated January 16th, 2014 (the “RCA”), by and between the Company, ManagementCo, Nicholas S. Schorsch,
William M. Kahane, Brian S. Block, Peter M. Budko, RCAP Holdings, LLC and Luxor Capital Group, LP (collectively, the “RCA
Parties”).


 


The undersigned, being all of the RCA Parties,
hereby agree and acknowledge that, as of the First Issuance Date, the RCA will be terminated with immediate effect (requiring no
further action on the part of the RCA Parties), and that each RCA Party shall have no further liability or obligation thereunder
to any other RCA Party, Affiliate of the Company or Affiliate of Luxor Capital Group, LP, regardless of when any such liability
or obligation arose.




 





	 	RCS Capital Corporation 
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	     Name:	Edward M. Weil, Jr.
	 	     Title: 	Chief Executive Officer
	 	 	 
	 	RCAP Holdings, LLC
	 	 	 
	 	By:	/s/ William M. Kahane
	 	     Name:	William M. Kahane
	 	     Title: 	Managing Member
	 	 	 
	 	RCS Capital Management, LLC
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	     Name: 	Nicholas S. Schorsch
	 	     Title: 	Managing Member
	 	 	 
	 	Original Members
	 	 	 
	 	/s/ Nicholas S. Schorsch
	 	Name:	Norris Nissim
	 	 	 
	 	/s/ William M. Kahane
	 	Name:	William M. Kahane
	 	 	 
	 	/s/ Brian S. Block
	 	Name:	Brian S. Block
	 	 	 
	 	/s/ Edward M. Weil, Jr.
	 	Name:	Edward M. Weil, Jr.
	 	 	 
	 	/s/ Peter M. Budko
	 	Name:	Peter M. Budko



 






     

     


    

 


	 	LUXOR CAPITAL GROUP, LP
	 	 	 
	 	By:	/s/ Norris Nissim
	 	     Name: 	Norris Nissim
	 	     Title: 	General Counsel
	 	 	Luxor Capital Group, LP, Investment Manager