UNIT TRANSFER AGREEMENT This TRANSFER AGREEMENT (this Agreement ), dated as of [ ], is made and entered into by and between [ ] ( Transferor ), and [ ] ( Transferee ). RECITALS Pursuant to this Agreement, the undersigned parties agree to transfer the number of Class A Units and/or Class B Units designated as the Transferred Units on Exhibit A hereto. Capitalized terms used herein that are not defined have the meanings assigned to such terms in the Creditor Trust Agreement of the RCS Creditor Trust (the Trust ), dated May 23, 2016 by and among the Creditor Trustees, the Delaware Trustee, RCS Capital Corporation and the other Debtors parties thereto (as the same may be amended or modified from time to time, the Trust Agreement ). Transferor is the beneficial and record owner of the number of Class A Units and/or Class B Units set forth on Exhibit A hereto. Transferor has agreed to transfer to Transferee, and Transferee has agreed to acquire from Transferor, the Transferred Units. The transfer of the Transferred Units is subject to Section 3.5 of the Trust Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereto agree as follows: 1. Assignment. Effective as of the Effective Time (as defined below), Transferor hereby transfers and assigns to Transferee, all of Transferor s right, title and interest in, to and in respect of the Transferred Units, including, without limitation, all rights of Transferor to receive distributions made by the Trust in respect of the Transferred Units from and after the date hereof. 2. Assumption; Agreement to be Bound. Effective as of the Effective Time, Transferee hereby accepts from Transferor the foregoing transfer and assignment of all of Assignor s right, title and interest in, to and in respect of the Transferred Units and agrees to be bound by all of the terms and provisions of the Trust Agreement with respect to the Transferred Units. 3. Representations and Warranties. Transferee hereby represents and warrants to Transferor and the Trust, as of the date hereof, as follows: (a) This Agreement has been duly executed and delivered by Transferee and constitutes, and will constitute, as the case may be, his, her or its legal, valid and binding obligations, enforceable against Transferee in accordance with its terms.
(b) If: (i) a natural person, Transferee has full legal capacity to enter into and perform his or her obligations hereunder; or (ii) not a natural person, Transferee is authorized, empowered and qualified to execute and deliver this Agreement, and to acquire and hold the Transferred Units. (c) By execution and delivery of this Agreement and the transfer of the Transferred Units hereunder, the Transferee is not in violation of any instruments, documents and agreements relating in any way to the Transferred Units. (d) Transferee has (i) received a copy of the Trust Agreement, (ii) had an opportunity to review and consider the Trust Agreement and its terms and (iii) had the opportunity to consult with counsel and other advisors selected by Transferee regarding the Trust Agreement and this Agreement. (e) Transferee has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement or the Trust Agreement. 4. Effective Time. (a) This Agreement shall take effect at such time (the Effective Time ) as this Agreement shall be accepted and acknowledged on behalf of the Trust as provided below. (b) The parties acknowledge and agree that the Trust will not accept and acknowledge this Agreement until (i) Transferor and Transferee shall have each executed this Agreement and delivered the same (in execution form) to the Trust, (ii) Transferor shall have provided to the Trust complete information regarding the Transferred Units in the form attached hereto as Exhibit A, (iii) Transferee shall have provided to the Trust the information for the appropriate representative with respect to the Transferred Units in the form attached hereto as Exhibit B; (iv) Transferee shall have delivered to the the Trust a completed W-8 or W-9 form, as applicable and as such form is set forth by the United States Department of Treasury, Internal Revenue Service and (v) the Trust shall have determined that the proposed transfer does not violate any provision of the Trust Agreement related to the transfer of Units. (c) By its acceptance and acknowledgment below, the Trust agrees to notify Transferor and Transferee of the occurrence of the Effective Time. 5. Counterparts; Facsimile. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Facsimile or PDF transmission of any signed original counterpart and/or retransmission of any signed facsimile or PDF transmission shall be deemed the same as the delivery of an original. 6. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.
7. Third Party Beneficiary. The parties acknowledge and agree that the Trust is an express third party beneficiary of this Agreement, with the right to enforce the same against the parties hereto, and no other Person may rely upon or enforce this Agreement or any rights hereunder. 8. Amendment. This Agreement may not be amended or modified, nor may any provision hereof be waived, except in a written instrument duly executed and delivered by the Transferor and Transferee and acknowledged and agreed to by the Creditor Trust Administrator. 9. Successors and Assigns; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, successors and permitted assigns. No party hereto may assign or otherwise transfer this Agreement or any interest herein or any right, remedy, duty or obligation hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, without the express written consent of the other parties hereto. 10. Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. Words used herein importing the masculine, feminine or neuter gender shall be construed as applying to the appropriate gender (whether masculine, feminine or neuter) in the context so used. [Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first noted above. TRANSFEROR By: Name: Title: TRANSFEREE By: Name: Title: Acknowledged and accepted: RCS CREDITOR TRUST By: Name: Alan M. Jacobs Title: Creditor Trust Administrator Effective as of:
Exhibit A Transferred Units Information Name of Transferor Transferor is the beneficial and record owner of the following Units: Series A-1 Units: Series A-2 Units: Series A-3 Units: Series A-4 Units: Series A-5 Units: Series A-6 Units: Series A-7 Units: Series A-8 Units: Series A-9 Units: Series A-10 Units: Series A-11 Units: Series A-12 Units: Class B Units: Number of Units to be transferred (the Transferred Units ) Series A-1 Units: Series A-2 Units: Series A-3 Units: Series A-4 Units: Series A-5 Units: Series A-6 Units: Series A-7 Units: Series A-8 Units: Series A-9 Units: Series A-10 Units:
Series A-11 Units: Series A-12 Units: Class B Units: Number of Units held by Transferor post-transfer Series A-1 Units: Series A-2 Units: Series A-3 Units: Series A-4 Units: Series A-5 Units: Series A-6 Units: Series A-7 Units: Series A-8 Units: Series A-9 Units: Series A-10 Units: Series A-11 Units: Series A-12 Units: Class B Units:
Exhibit B Transferee Contact Information Name: Address 1: Address 2: Attention: Telephone: Fax: Email: