Attached files

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EX-32 - SECTION 1350 CERTIFICATIONS - RCS Capital Corprcap-2014630x10qex32.htm
EX-31.2 - CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY - RCS Capital Corprcap-2014630x10qex312.htm
EX-10.5 - FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 29, 2014 - RCS Capital Corpexhibit105firstamendmenttolu.htm
EX-2.1 - LETTER AGREEMENT AMONG RCSCC, SCOTLAND AND HATTERAS DATED AS OF JUNE 30, 2014 - RCS Capital Corpexhibit21scotlandletteragree.htm
EX-10.11 - SECOND AMENDMENT TO THE EXCHANGE AGREEMENT BETWEEN RCSCC AND RCAP HOLDINGS - RCS Capital Corpexhibit1011secondamendmentto.htm
EXCEL - IDEA: XBRL DOCUMENT - RCS Capital CorpFinancial_Report.xls
10-Q - 10-Q - RCS Capital Corprcap-2014630x10q.htm
EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY - RCS Capital Corprcap-2014630x10qex311.htm

 

Exhibit 10.10

 

AMENDMENT NO. 1

 

to

 

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT OF REALTY CAPITAL SECURITIES, LLC

 

between

 

RCS CAPITAL HOLDINGS, LLC,

 

and

 

RCAP HOLDINGS, LLC,

 

Dated as of May 7, 2014

 

 
 

  

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED

LIABILITY COMPANY AGREEMENT OF REALTY CAPITAL SECURITIES, LLC

 

This Amendment No. 1, dated as of May 7, 2014 (this “Amendment”), to the Third Amended and Restated Limited Liability Company Agreement of Realty Capital Securities, LLC (the “Company”), dated as of February 11, 2014 (the “Agreement”), is made and entered into between RCS CAPITAL HOLDINGS, LLC, a Delaware limited liability company (“Holdco”), and RCAP HOLDINGS, LLC, a Delaware limited liability company (“RCAP Holdings”).

 

All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement

 

RECITALS

 

WHEREAS, on August 29, 2007, the Company (f/k/a American Realty Capital Securities, LLC) was formed as a limited liability company pursuant to the Delaware Limited Liability Company Act by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware;

 

WHEREAS, such Certificate of Formation was amended to change of the Company to “Realty Capital Securities, LLC” by the filing of a certificate of amendment thereto on September 20, 2007;

 

WHEREAS, a Limited Liability Company Agreement of the Company was entered into and was subsequently amended and restated in its entirety by the Limited Liability Company Agreement on March 17, 2008;

 

WHEREAS, a Second Amended and Restated Limited Liability Company Agreement of the Company was entered into on June 10, 2013 by RCS Capital Corporation, a Delaware corporation (“PubCo”), and RCAP Holdings, in connection with the consummation of the initial public offering shares of shares of the Class A common stock, par value $0.001 per share, of PubCo;

 

WHEREAS, a Third Amended and Restated Limited Liability Company Agreement of the Company was entered into on February 11, 2014 (the “Existing Agreement”) by Holdco and RCAP Holdings in connection with a plan to restructure the ownership of PubCo and raise additional capital, and in connection with such plan PubCo and RCS Capital Management, LLC, a Delaware limited liability company (“RCSCM”) entered into a Contribution Agreement pursuant to which PubCo and RCSCM, on the terms and subject to the conditions set forth therein, contributed, among other things, their respective rights, title and interests in the limited liability company interests of the Company to Holdco in consideration for limited liability company interests of Holdco; and

 

WHEREAS, the Members desire to enter into this Amendment to formalize its compliance with the rules promulgated by the Financial Industry Regulatory Authority (“Membership and Registration Rules”);

 

 
 

 

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein the Members agree to amend the Existing Agreement as follows:

 

1.Definitions. All capitalized undefined terms used in this Amendment shall have the meanings ascribed thereto in the Agreement, as amended hereby.

 

2.Amendments.

 

2.1.Article 7 of the Agreement is hereby modified and amended by:

 

2.1.1.Adding the following new Section 7.05:

 

Compliance with FINRA and NASD Rules. Any individual who participates in the day to day management of the Company shall be properly registered and qualified in accordance with Membership and Registration Rules 1020-1060.”

 

[Remainder of page left intentionally blank]

 

 
 

 

IN WITNESS WHEREOF, the undersigned Members have duly executed this Agreement as of the date first written above.

 

  RCS CAPITAL HOLDINGS, LLC
  By: RCS Capital Corporation, its sole member
     
  By: /s/ Brian D. Jones
  Name: Brian D. Jones
  Title:   Chief Financial Officer and
    Assistant Secretary
     
  RCAP HOLDINGS, LLC
     
  By: /s/ Nicholas S. Schorsch
  Name: Nicholas S. Schorsch
  Title:   Manager