Rcs Capital 8K Entry into a Material Definitive Agreement | RCAPQ 28 Oct 13

Execution Version

AGREEMENT AND PLAN OF MERGER

By and Among

RCS Capital Corporation,

ZOE ACQUISITION, LLC,

and

Investors Capital Holdings, Ltd.

Dated as of October 27, 2013

TABLE OF CONTENTS

		Page

ARTICLE I
DEFINITIONS

Section 1.1.	Definitions	2

ARTICLE II
THE MERGER

Section 2.1.	The Merger	12
Section 2.2.	Closing	12
Section 2.3.	Effective Time	12
Section 2.4.	Organizational Documents of the Surviving Entity	12
Section 2.5.	Directors and Officers	12
Section 2.6.	Subsequent Actions	12

ARTICLE III
EFFECT OF THE MERGER

Section 3.1.	Effect of the Merger	13
Section 3.2.	Payment	14
Section 3.3.	Election Procedures	15
Section 3.4.	Deposit of Merger Consideration	16
Section 3.5.	Delivery of Merger Consideration	17
Section 3.6.	Share Transfer Books	17
Section 3.7.	Dividends with Respect to Parent Common Stock	17
Section 3.8.	Termination of Exchange Fund	17
Section 3.9.	No Liability	18
Section 3.10.	Company Restricted Stock	18
Section 3.11.	Withholding Rights	18
Section 3.12.	Lost Certificates	18
Section 3.13.	Appraisal Rights	18
Section 3.14.	Fractional Shares	19

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

Section 4.1.	Organization and Qualification, Organizational Documents	19
Section 4.2.	Authority	20
Section 4.3.	Capital Structure	20
Section 4.4.	Subsidiaries	21
Section 4.5.	No Conflicts	22
Section 4.6.	SEC Filings	23
Section 4.7.	Financial Statements	24
Section 4.8.	Absence of Undisclosed Liabilities	24
Section 4.9.	Disclosure Documents	24
Section 4.10.	Absence of Certain Changes	25
Section 4.11.	Real Property	25
Section 4.12.	Litigation; Compliance with Laws; Permits and Licenses	25
Section 4.13.	Taxes	25
Section 4.14.	Contracts	27
Section 4.15.	Employees	29
Section 4.16.	Intellectual Property	30

TABLE OF CONTENTS

(continued)

		Page

Section 4.17.	Insurance	31
Section 4.18.	Labor Disagreements	31
Section 4.19.	Benefit Plans	32
Section 4.20.	Environmental Matters	33
Section 4.21.	Affiliate Transactions	33
Section 4.22.	Broker-Dealer Matters	33
Section 4.23.	Investment Adviser Matters	35
Section 4.24.	Insurance Matters	36
Section 4.25.	Takeover Laws	37
Section 4.26.	Brokers’ Fees	37
Section 4.27.	Opinion of Financial Advisor	37
Section 4.28.	Absence of Certain Payments	37

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF PARENT AND MERGER SUB

Section 5.1.	Organization and Qualification; Organizational Documents	38
Section 5.2.	Authority	38
Section 5.3.	Capital Structure	39
Section 5.4.	Subsidiaries	39
Section 5.5.	No Conflicts	40
Section 5.6.	SEC Filings	41
Section 5.7.	Financial Statements	41
Section 5.8.	Disclosure Documents	42
Section 5.9.	Absence of Certain Changes	42
Section 5.10.	Litigation; Compliance with Laws	42
Section 5.11.	Taxes	42
Section 5.12.	Certain Contracts	44
Section 5.13.	Brokers’ Fees	44
Section 5.14.	Sufficient Funds	44

ARTICLE VI
COVENANTS AND AGREEMENTS

Section 6.1.	Conduct of Business by the Company	44
Section 6.2.	Preparation of Form S-4 and Proxy Statement/Prospectus; Stockholder Meetings	48
Section 6.3.	Access to Information; Confidentiality	49
Section 6.4.	Company Acquisition Proposals	50
Section 6.5.	Appropriate Action; Consents; Filings	53
Section 6.6.	Notification of Certain Matters; Transaction Litigation	54
Section 6.7.	Public Announcements	55
Section 6.8.	Directors’ and Officers’ Indemnification and Insurance	55
Section 6.9.	Section 16 Matters	56
Section 6.10.	Stock Exchange Listing	57
Section 6.11.	Termination of Company Stock Plans	57
Section 6.12.	Employee Matters	57
Section 6.13.	Financing and Financial Statement Cooperation	58
Section 6.14.	Takeover Laws	58
Section 6.15.	Conduct of Business by Parent	58

TABLE OF CONTENTS

(continued)

		Page

ARTICLE VII
CONDITIONS

Section 7.1.	Conditions to the Obligations of Each Party	58
Section 7.2.	Conditions to the Obligations of Parent and Merger Sub	59
Section 7.3.	Conditions to the Obligations of the Company	60

ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER

Section 8.1.	Termination	61
Section 8.2.	Effect of Termination	62
Section 8.3.	Termination Fee	62
Section 8.4.	Amendment	63
Section 8.5.	Waiver	64
Section 8.6.	Fees and Expenses	64
Section 8.7.	Transfer Taxes	64

ARTICLE IX
GENERAL PROVISIONS

Section 9.1.	Non-Survival of Representations and Warranties	64
Section 9.2.	Notices	64
Section 9.3.	Interpretation; Certain Definitions	65
Section 9.4.	Severability	66
Section 9.5.	Assignment; Delegation	66
Section 9.6.	Entire Agreement	66
Section 9.7.	No Third-Party Beneficiaries	66
Section 9.8.	Specific Performance	67
Section 9.9.	Counterparts	67
Section 9.10.	Governing Law	67
Section 9.11.	Consent to Jurisdiction	67
Section 9.12.	WAIVER OF JURY TRIAL	68
Section 9.13.	Consents and Approvals	68
Exhibit A	Initial Negative Consent Notice

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2013 (this “Agreement”), is made by and among RCS Capital Corporation, a Delaware corporation (“Parent”), Zoe Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Investors Capital Holdings, Ltd., a Delaware corporation (the “Company”).

WITNESSETH:

WHEREAS, the Company and Parent have each determined that it is advisable, fair to and in the best interests of its respective stockholders that (a) Merger Sub be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”) and (b) in connection with the Merger, each outstanding share of common stock, $0.01 par value per share of the Company (the “Company Common Stock”), be converted into the right to receive the Merger Consideration, in each case, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA;

WHEREAS, the board of directors of the Company (the “Company Board”), acting upon the recommendation of a special committee of the Company Board consisting only of independent directors (the “Special Committee”), has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (c) resolved to recommend the adoption of this Agreement by the Company’s stockholders;

WHEREAS, the board of directors of Parent and the sole member of Merger Sub have (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of Parent and Merger Sub, respectively, and their respective equityholders and (b) approved this Agreement, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement, concurrently with the execution of this Agreement, each of Timothy B Murphy, John G. Cataldo, Kathleen Donnelly, Melissa Tarentino and James L. Wallace has entered into an employment agreement with the Company (as the surviving entity of the Merger), each to be effective at the Closing;

WHEREAS, as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement and consummate the Merger, concurrently with the execution of this Agreement, Timothy B. Murphy has executed and delivered to Parent and Merger Sub a Voting Agreement pursuant to which he has agreed, among other things, to vote his shares of Company Common Stock in favor of the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement (the “Voting Agreement”); and

WHEREAS, each of the parties hereto desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

(a) For purposes ofthis Agreement:

“1933 Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended.

“1934 Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as amended.

“Action” means any claim, action, suit, charge, demand, directive, inquiry, subpoena, proceeding, arbitration, mediation or other investigation.

“Advisory Contracts” means any investment advisory, sub-advisory, investment management, trust or similar agreement with any Client to which Investment Advisor Subsidiary is a party and acts as Investment Adviser (whether as manager, sub-advisor, sub-manager or in another similar capacity).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Articles” means the Certificate of Incorporation of the Company.

“Assets Under Administration” means, at a given time, the value of all assets held on Securities Corp’s brokerage platform for which any Company Entity is the investment adviser, broker-dealer or agent of record.

“Base Date Assets Under Administration” means all Assets Under Administration as of two Business Days prior to the date hereof.

“Broker-Dealer” means a “broker” or “dealer” (as defined in Sections 3(a)(4) and 3(a)(5) of the 1934 Act).

“Business Day” means any day other than a Saturday, a Sunday or a day on which all banking institutions in New York, New York are authorized or obligated by Law or executive order to close (provided that, with respect to filings to be made with the SEC, a day on which such a filing is to be made is a Business Day only if the SEC is open to accept filings).

“Client” means any Person for which Investment Adviser Subsidiary acts as Investment Adviser (whether as manager, sub-advisor, sub-manager or in another similar capacity) pursuant to an Advisory Contract.

“Closing Date Assets Under Administration” means all Assets Under Administration as of two Business Days prior to the Closing Dateminus all Assets Under Administration relating to Advisory Contractsin respect of the continuation of which Clients have not consented or have objected pursuant to the Initial Negative Consent Notices.

“Code” means the U.S. Internal Revenue Code of 1986, and the regulations promulgated thereunder, in each case, as amended.

“Company 401(k) Plan” means the Company’s 401(k) Profit Sharing Plan.

“Company Entities” means the Company and its Subsidiaries.

“Company Federal Tax Group” means the affiliated group of corporations filing a consolidated U.S. federal Income Tax Return of which the Company is the parent corporation.

“Company Intellectual Property” means the Owned Intellectual Property and the Licensed Intellectual Property.

“Company Material Adverse Effect” means any event, circumstance, change or effect (i) that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, properties, liabilities, financial condition or results of operations of the Company Entities, taken as a whole or (ii) that, individually or in the aggregate, prevents or materially impairs, or would reasonably be expected to prevent or materially impair, the ability of the Company to consummate the Merger before the Outside Date;provided,however, that for purposes of clause (i) “Company Material Adverse Effect” shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (A) any failure of the Company to meet any projections or forecasts or any decrease in the market price of the Company Common Stock (it being understood and agreed that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Company Material Adverse Effect), (B) any events, circumstances, changes or effects affecting the industry in which the Company Entities conduct business in the United States generally, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (E) the announcement of this Agreement, or the consummation or anticipation of the Merger or the other transactions contemplated hereby, (F) earthquakes, hurricanes or other natural disasters, or (G) changes in Law or GAAP, which in the case of each of clauses (B), (C), (D) and (G) do not disproportionately affect the Company Entities, taken as a whole, relative to other similarly situated industry participants, and in the case of clause (F) do not disproportionately affect the Company Entities, taken as a whole, relative to other industry participants in the geographic regions in which the Company Entities operate or own or lease properties.

“Company Option” means any option to purchase shares of Company Common Stock whether granted under the Company Stock Plans or an agreement between the Company and an employee or other Person or otherwise.

“Company Restricted Stock” means any shares of Company Common Stock granted under a Company Stock Plan that are subject to restrictions on transfer and/or forfeiture.

“Company Stock Plans” means the Company’s 1994 Stock Option Plan, as amended, 1996 Stock Incentive Plan, 2001 Equity Incentive Plan, 2005 Equity Incentive Plan and the Amended and Restated Equity and Cash Bonus Incentive Plan, each as amended.

“Contract” means any written or oral loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, license or other contract, agreement, obligation, commitment or instrument, including all amendments thereto.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Delaware Secretary” means the Secretary of State of the State of Delaware.

“DGCL” means the Delaware General Corporation Law, as amended.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity, trade or business (whether or not incorporated) that would be deemed a single employer with the Company or any of its Subsidiaries under Section 414(b), (c), (m) or (o) of the Code.

“Expense Amount” means $500,000.

“Financial Advisor” means, with respect to the Company Entities, (i) Investment Advisers or persons who are supervised persons of, or persons associated with, an Investment Adviser (in each case as defined in the Investment Advisers Act); and (ii) Broker-Dealers (or associated persons thereof, as defined in the 1934 Act).

“FINRA” means the Financial Industry Regulatory Authority, Inc., an independent regulator of securities firms doing business in the United States, and any successor thereto.

“GAAP” means the United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any United States (federal, state or local) or foreign government, court, arbitration panel, or any governmental or quasi-governmental, regulatory, judicial, legislative or administrative authority, board, bureau, agency, commission (including the IRS and any other federal authority, board, bureau, agency, commission or other body and any state, local and/or foreign Tax authority, board, bureau, agency, commission or other body) or self-regulatory organization, including FINRA.

“Income Tax” means any federal, state, local, or foreign Tax based on or measured by reference to net income, including any interest, penalty, or addition thereto.

“Income Tax Return” means any return, declaration, form (including elections, declarations or amendments), claim for refund, or information return or statement, report and form relating to Income Taxes filed with any Taxing Authority (including any schedule or attachment thereto), including any amendment thereof.

“Indebtedness” means, with respect to any Person, (i) any liability of that Person (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, reimbursements and all other amounts payable in connection therewith): (A) for borrowed money, (B) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (C) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (D) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP, (E) arising from cash/book overdrafts, (F) under conditional sale or other title retention agreements, (G) arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates; (ii) any guarantee by that Person of any liabilities of others described in the preceding clause (i); (iii) the maximum liabilities of such person under any “Off Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the 1933 Act); and (iv) all liabilities to reimburse any bank or other Person for amounts paid under a letter of credit, surety bond, or bankers’ acceptance.

“Indemnitee” means any individual who, at or prior to the Effective Time, was an officer or director of the Company or served on behalf of the Company as an officer or director of any of the Company’s Subsidiaries.

“Intellectual Property” means all of the following, in any jurisdiction, whether registered or unregistered: (i) trademarks, service marks, logos, trade dress, trade names, indicia and other source identifiers, together with all translations, adaptations, derivations and combinations thereof, including the good will associated with the foregoing, (ii) patents and patent applications, together with reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (iii) inventions (whether patentable or unpatentable and whether or not reduced to practice) and invention disclosures, (iv) works of authorship, copyrightable works, mask works, designs and copyrights, (v) trade secrets and confidential business information (including know-how, data, designs, drawings and customer and supplier lists), (vi) computer software (including related source code, object code, data and documentation) and all modifications and improvements thereto, (vii) domain names, uniform resource locators (URLs) and Internet websites related thereto and (viii) all other proprietary rights, and all copies and tangible embodiments thereof (in whatever form or medium now or hereafter known); in each case, including any registrations of, applications to register and renewals and extensions of, any of the foregoing with or by any Governmental Authority or other registrar in any jurisdiction.

“Investment Adviser” means an “investment adviser” (as defined in Section 202(a)(11) of the Investment Advisers Act) registered with the SEC under the Investment Advisers Act.

“Investment Advisers Act” means the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder, as amended.

“Investment Company Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder, as amended.

“IRS” means the United States Internal Revenue Service or any successor agency.

“IT Systems” means all material computer systems, servers, network equipment and other computer hardware owned or used by the Company Entities and that are used in the business of the Company Entities as currently conducted.

“knowledge” means the actual knowledge, after inquiry reasonable under the circumstances, of (a) with respect to the Company, Timothy B. Murphy, John G. Cataldo, Kathleen Donnelly, Melissa Tarentino and James L. Wallace and (b) with respect to Parent, each executive officer of Parent.

“Law” means any and all domestic (federal, state or local) or foreign laws, statutes, rules, regulations, ordinances, codes, orders, judgments, injunctions, decrees or other legally enforceable requirements issued, enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

“Leased Real Property” means the parcels of land more fully described inSection 4.11 of the Company Disclosure Letter under the heading “Leased Real Property,” together with all plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, all privileges and appurtenances thereto, all easements and rights-of-way used or useful in connection therewith, and all rights and privileges under the Real Property Leases relating thereto.

“Licensed Intellectual Property” means all Intellectual Property owned by a third party and licensed or sublicensed to any Company Entity.

“Lien” means with respect to any asset (including any security), any mortgage, deed of trust, claim, condition, covenant, lien, pledge, charge, security interest, preferential arrangement, option or other third party right (including right of first refusal or first offer), restriction, right of way, easement, title defect or other agreement, arrangement, contract, commitment, understanding or obligation, whether written or oral, or encumbrance of any kind in respect of such asset, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Market Factor” means a fraction, the numerator of which is the S&P 500 as of the date hereof and the denominator of which is the S&P 500 as of the Closing Date.

“Minimum NWC Amount” means (i) $5.1 million or (ii) if greater, such amount as necessary to allow any Company Entity that is registered with the SEC as a broker-dealer to meet the requirements of SEC Rule 15c3-1, excluding for purposes of this calculation any subordinated debt issued by the Company or any such Company Entity.

“Net Working Capital” means an amount equal to (a) the consolidated current assets of the Company,minus (b) the consolidated current liabilities of the Company, in each case calculated in accordance with GAAP, consistently applied.

“NYSE” means the New York Stock Exchange, Inc.

“NYSE MKT” means the NYSE MKT LLC.

“Order” means a judgment, writ, injunction, order or decree of a Governmental Authority.

“Owned Intellectual Property” means all Intellectual Property owned (in whole or in part) by any Company Entity including all registrations and applications for registrations for any Intellectual Property which have been registered or applied for, or are otherwise recorded in the name of, any Company Entity.

“Parent Average Closing Price” means the volume weighted average trading price of a share of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties) for the five consecutive trading days immediately preceding the Closing Date.

“Parent Entities” means Parent and its Subsidiaries, including Merger Sub.

“Parent Federal Tax Group” means the affiliated group of corporations filing a consolidated U.S. federal Income Tax Return of which the Parent is the parent corporation.

“Parent Material Adverse Effect” means any event, circumstance, change or effect (i) that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, properties, liabilities, financial condition or results of operations of the Parent Entities, taken as a whole or (ii) that, individually or in the aggregate, prevents or materially impairs, or would reasonably be expected to prevent or materially impair, the ability of Parent to consummate the Merger before the Outside Date;provided,however, that for purposes of clause (i) “Parent Material Adverse Effect” shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (A) any failure of Parent to meet any projections or forecasts or any decrease in the market price of the Parent Common Stock (it being understood and agreed that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Parent Material Adverse Effect), (B) any events, circumstances, changes or effects affecting the industries in which the Parent Entities conduct business in the United States generally, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (E) the announcement of this Agreement, or the consummation or anticipation of the Merger or the other transactions contemplated hereby, (F) earthquakes, hurricanes or other natural disasters, or (G) changes in Law or GAAP, which in the case of each of clauses (B), (C), (D), and (G) do not disproportionately affect the Parent Entities, taken as a whole, relative to other similarly situated industry participants, and in the case of clause (F) do not disproportionately affect the Parent Entities, taken as a whole, relative to other industry participants in the geographic regions in which the Parent Entities operate or own or lease properties.

“Parent SEC Documents” means (i) the final prospectus, dated June 5, 2013 filed pursuant to Rule 424(b)(4) on June 6, 2013 with the SEC, which final prospectus relates to the Registration Statement on Form S-1 (File No. 333-186819), as amended, of Parent and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished (on a publicly available basis) to the SEC by Parent since June 6, 2013 under the 1933 Act or 1934 Act (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein).

“Per Share Cash Amount” means $7.25.

“Per Share Stock Amount” means that number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the quotient determined by dividing the Per Share Cash Amount by the Parent Average Closing Price.

“Permitted Liens” mean (i) statutory, common or civil law Liens in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies arising or incurred in the ordinary course of business not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established on the most recent audited consolidated balance sheet of the Company included in the Company SEC Documents filed prior to the date hereof, (ii) statutory Liens for Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established, (iii) Liens arising under sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iv) Liens in favor of clearing agencies arising in the ordinary course of business and (v) Liens which do not exceed $25,000 individually or $150,000 in the aggregate.

��Person” means an individual, corporation, partnership, limited partnership, limited liability company, person (including a “person” as defined in Section 13(d)(3) of the 1934 Act), trust, association or other entity or a Governmental Authority or a political subdivision, agency or instrumentality of a Governmental Authority.

“Post-Closing Tax Period” means (i) any taxable period beginning after the Closing Date and (ii) the portion of any Straddle Period beginning immediately after the Closing Date and ending on the last day of a Straddle Period.

“Real Property Leases” means all leases, lease guaranties, subleases, licenses, easements and agreements, whether written or oral, for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof and all subordination, non-disturbance and attornment agreements and estoppel certificates with respect thereto.

“Recent SEC Reports” means the Company SEC Documents filed with the SEC after June 19, 2013 and before the date of this Agreement.

“Representative” means, with respect to any Person, such Person’s directors, officers, employees, consultants, advisors (including attorneys, accountants, consultants, investment bankers and financial advisors), agents and other representatives.

“S&P 500” means the Standard & Poor's 500 stock index as reported onThe Wall Street Journal.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission (including the staff thereof).

“SIPC” means the Securities Investor Protection Corporation.

“Stockholder Meeting” means the meeting of the holders of Company Common Stock held for the purpose of obtaining the Stockholder Approval, including any postponement or adjournment thereof.

“Straddle Period” means a taxable period beginning on or before and ending after the Closing Date.

“Subsidiary” of any Person means any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person) owns 50% or more of the voting stock, value or right to elect directors (or persons holding similar positions) of such corporation, partnership, limited liability company, joint venture or other legal entity. Notwithstanding the foregoing, for the purposes of this Agreement, (i) Realty Capital Securities, LLC, (ii) RCS Advisory Services, LLC and (iii) American National Stock Transfer, LLC shall each be considered a “Subsidiary” of Parent.

“Tax” or “Taxes” means with respect to any Person (i) any and all federal, state, local, foreign and other taxes, customs, duties, governmental fees or other like assessments or charges, including any net income, alternative or add-on minimum, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, capital stock, franchise, profits, license, registration, recording, documentary, intangibles, conveyance, gains, withholding, payroll, employment, social security (or similar), unemployment, disability, excise, severance, stamp, occupation, premium, property (real and personal), environmental, windfall profits or other taxes of any kind imposed by any Taxing Authority, together with any and all interest, penalties, additions to tax and additional amounts imposed by any Taxing Authority responsible for the imposition of any such tax (domestic or foreign) whether such tax is disputed or not and (ii) liability for the payment of any amounts of the type described in clause (i) above relating to any other Person by contract, as a transferee or successor to another Person, or under Treasury Regulations Section 1.1502-6 or any analogous provisions of state, local, foreign or other Tax Law.

“Tax Returns” means any and all returns, declarations, forms (including elections, declarations or amendments), claims for refund, or information returns or statements, reports and forms relating to Taxes, including estimated Taxes, filed with any Taxing Authority (including any schedule or attachment thereto), including any amendment thereof.

“Tax Sharing Agreement” means any written or unwritten agreement, indemnity or other arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits between any Company Entity and any Person, or between any Parent Entity and any Person, in both cases other than customary Tax indemnification or other arrangements contained in a commercial agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes.

“Taxing Authority” means any Governmental Authority responsible for the imposition of any Tax.

“Termination Payment” means shall mean the Expense Amount or the sum of the Termination Fee and the Expense Amount, as applicable and payable pursuant toSection 8.3.

“Third Party” means any Person, including as defined in Section 13(d) of the 1934 Act, other than (i) in the case of the Company, Parent, Merger Sub or any of their respective Affiliates and (ii) in the case of Parent and Merger Sub, the Company or any of its Affiliates.

“Treasury Regulations” means United States treasury regulations promulgated under the Code.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

(b) The following terms shall have the respective meanings set forth in the Section set forth below opposite such term:

Acceptable Confidentiality Agreement	Section 6.4(h)(i)
Acquisition Proposal	Section 6.4(h)(ii)
Adverse Recommendation Change	Section 6.4(d)
Agreement	Preamble
Alternative Acquisition Agreement	Section 6.4(a)
Book-Entry Share	Section 3.1(b)
Cancelled Shares	Section 3.1(a)(i)
Cash Consideration	Section 3.1(a)(ii)(A)
Cash Conversion Number	Section 3.2(a)
Cash Election	Section 3.1(a)(ii)(A)
Cash Election Number	Section 3.2(b)(i)
Cash Election Shares	Section 3.1(a)(ii)(A)
Certificate	Section 3.1(b)
Certificate of Merger	Section 2.3
Closing	Section 2.2
Closing Date	Section 2.2
Company	Preamble
Company Board	Recitals
Company Common Stock	Recitals

Company Disclosure Letter	Article IV
Company Financial Statements	Section 4.7
Company Permits	Section 4.12
Company Recommendation	Section 4.2(a)
Company SEC Documents	Section 4.6(a)
Confidentiality Agreement	Section 6.3(b)
Continuing Employee	Section 6.12(a)
Cutoff Date	Section 4.3(a)
D&O Insurance	Section 6.8(c)
DE Courts	Section 9.11(a)
Effective Time	Section 2.3
Election	Section 3.3(a)
Election Deadline	Section 3.3(d)
Employee Benefit Plan	Section 4.15(a)
Environmental Laws	Section 4.20(a)
Exchange Agent	Section 3.3(d)
Exchange Agent Agreement	Section 3.3(d)
Exchange Fund	Section 3.4
Fairness Opinion	Section 4.27
Form ADVs	Section 4.23(a)
Form BD	Section 4.22(b)
Form of Election	Section 3.3(b)
Form S-4	Section 4.5(b)
Holder	Section 3.3
Initial Negative Consent Notice	Section 6.5(c)
Inquiry	Section 6.4(a)
Insurance Agency	Section 4.24(a)
Interim Period	Section 6.3(a)
Investment Adviser Subsidiary	Section 4.23(a)
Letter of Intent	Section 4.25
Material Contracts	Section 4.14
Materials of Environmental Concern	Section 4.20(b)
Merger	Recitals
Merger Consideration	Section 3.1(a)(ii)
Merger Sub	Preamble
New Advisor	Section 7.2(f)
Non-Electing Shares	Section 3.1(a)(ii)(C)
Notice of Superior Proposal	Section 6.4(e)
Outside Date	Section 8.1(b)(i)
Parent	Preamble
Parent Class B Common Stock	Section 5.3(a)
Parent Common Stock	Section 3.1(a)(ii)(B)
Parent Disclosure Letter	Article V
Parent Financial Statements	Section 5.7
Parent Preferred Stock	Section 5.3(a)
Proxy Statement/Prospectus	Section 4.5(b)
SC Financial Advisor	Section 4.27
Securities Corp	Section 4.22(a)
Special Committee	Recitals
Stock Consideration	Section 3.1(a)(ii)(B)
Stock Election	Section 3.1(a)(ii)(B)

Stock Election Shares	Section 3.1(a)(ii)(B)
Stockholder Approval	Section 4.2(b)
Superior Proposal	Section 6.4(h)(ii)
Surviving Entity	Section 2.1
Termination Fee	Section 8.3(a)(i)
Transfer Taxes	Section 8.7
TTM Advisors	Section 7.2(f)
TTM Concessions	Section 7.2(f)
Voting Agreement	Recitals

ARTICLE II

THEMERGER

Section 2.1. TheMerger. Upon the terms and subject to the conditions set forth inthis Agreement, and in accordance with theDGCL and the DLLCA, at theEffective Time, Merger Subshall merge with and into theCompany, whereupon the separate existence of Merger Subshall cease, and theCompanyshall continue as the surviving entity in theMergerand a wholly-ownedsubsidiaryof Parent (the “Surviving Entity”) and shall be governed by the laws of the State ofDelaware. TheMergershall have the effects specified in theDGCL, the DLLCAandthis Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after theEffective Time, theSurviving Entityshall possess all of the properties, rights, titles, interests, privileges, powers and franchises of theCompanyandMerger Sub, and shall be liable and responsible for all of the claims,Liens, liabilities and obligations of theCompanyandMerger Sub.

Section 2.2. Closing. Theclosingof the Merger (the “Closing”) shall occur at 10:00 a.m. (Eastern time), on the third (3^rd) Business Dayafter all of the conditions set forth inArticleVII(other than those conditions that by their terms are required to be satisfied or waived at theClosing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived by the party entitled to the benefit of the same or such other time and date as shall be agreed upon by the parties hereto. The date on which theClosingoccurs is referred to inthis Agreementas the “Closing Date.” TheClosingshall take place at the offices of Proskauer Rose LLP, Eleven Times Square, New York, New York, 10036, or at such other place as agreed to by the parties hereto.

Section 2.3. Effective Time. Prior to theClosing,Parentshall prepare and, on theClosing Date, theCompany,ParentandMerger Subshall(a)cause acertificate of mergerwith respect to theMerger(the “Certificate of Merger”) to be duly executed and filed with theDelaware Secretaryas provided under theDGCL and the DLLCAand(b) make any other filings, recordings or publications required to be made by theCompanyorMerger Subunder theDGCL or the DLLCAin connection with theMerger. TheMergershall become effective on such date and at such time as theCertificate of Mergershall have been duly filed with theDelaware Secretaryon theClosing Dateor on such later date and time (not to exceed thirty (30) days from the date theCertificate of Mergeris duly filed with theDelaware Secretary) as shall be agreed to by theCompanyandParentand specified in theCertificate of Merger(the date and time theMergerbecomes effective being referred tohereinas, the “Effective Time”).

Section 2.4. Organizational Documents of theSurviving Entity. Unless otherwise determined by Parent prior to the Effective Time, at theEffective Time, without any furtheractionon the part of theCompanyorMerger Sub, thecertificateof incorporation and the by-laws of the Company, as in effect immediately prior to theEffective Time, shall be thecertificateof incorporation and the by-laws of theSurviving Entity, until thereafter amended in accordance with applicableLawand the applicable provisions of suchcertificateof incorporation and by-laws.

Section 2.5. Directors and Officers. Unless otherwise determined byParentprior to theEffective Time, the directors and officers or managers ofMerger Subimmediately prior to theEffective Timeshall be the directors and officers of theSurviving Entityas of theEffective Timeuntil the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed (as the case may be) and qualified.

Section 2.6. SubsequentActions. If at any time after theEffective TimetheSurviving Entityshall determine, in its sole and absolute discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in theSurviving Entityits right, title or interest in, to or under any of the rights or properties of theCompanyacquired or to be acquired by theSurviving Entityas a result of, or in connection with, theMergeror otherwise to carry outthis Agreement, then the directors and officers of theSurviving Entityshall be authorized to take all such actions as may be necessary or desirable to vest all right, title or interest in, to or under such rights or properties in theSurviving Entityor otherwise to carry outthis Agreement.

ARTICLE III

EFFECT OF THE MERGER

Section 3.1. Effect of theMerger.

(a) At theEffective Time, by virtue of theMergerand without anyactionon the part of theCompany,Parent,Merger Subor theholderof any securities of theCompany,ParentorMerger Sub:

(i) Each share ofCompany Common Stock issued and outstanding immediately priorto theEffective Timethat is held by any wholly-ownedSubsidiaryof theCompany, byParentor by any wholly-ownedSubsidiaryofParentshall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be paid with respect thereto (the “Cancelled Shares”).

(ii) Subject toSections3.1(d) and3.2, each share ofCompany Common Stock(includingeach share ofCompany Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share ofCompany Common Stockissued upon exercise ofCompany Options) issued and outstanding immediately priorto theEffective Time(other thanCancelled Shares) shall no longer be outstanding and shall automatically be cancelled and retired and converted, at theelectionof theholderthereof in accordance with the procedures set forth inSection3.3, into (and thereafter represent only) the right to receive the following consideration (collectively, the “Merger Consideration”), in each case without interest and subject to any requiredTaxwithholding:

(A)

Subject toSection3.2(b), for each share ofCompany Common Stockwith respect to which anelectionto receive cash has been effectively made and not revoked or deemed revoked pursuant to thisArticleIII(a “Cash Election”), an amount in cash (the “Cash Consideration”) equal to thePer Share Cash Amount(such shares, collectively, the “Cash Election Shares”);

(B)

For each share ofCompany Common Stockwith respect to which anelectionto receive validly issued, fully paid and non-assessable shares ofClass Acommon stock, par value$0.001 per share, of Parent (the “Parent Common Stock”) has been effectively made and not revoked or deemed revoked pursuant to thisArticleIII(a “Stock Election”), a number of shares ofParent Common Stockequal to thePer Share Stock Amount, subject to adjustment in accordance withSection 3.14(the “Stock Consideration”; such shares, collectively, the “Stock Election Shares”); and

(C)

For each share ofCompany Common Stockother thanCash Election SharesandStock Election Shares(includingshares ofCompany Common Stockfor which no Election or properElectionis received on or prior to theElection Deadline) (collectively, the “Non-Electing Shares”), suchStock Considerationas is determined in accordance withSection3.2(b).

(b) All shares ofCompany Common Stock(includingeach share ofCompany Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share ofCompany Common Stockissued upon exercise ofCompany Options), when so converted pursuant toSection3.1(a), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and eachholderof acertificate(a “Certificate”) orbook-entry shareregistered in the transfer books of theCompany(a “Book-Entry Share”) that immediately prior to theEffective Timerepresented such shares ofCompany Common Stockshall cease to have any rights with respect to suchCompany Common Stockother than the right to receive theMerger Considerationin accordance withSection3.5,includingthe right, if any, to receive, pursuant toSection3.14, cash in lieu of fractionalStock Election Shares, together with the amounts, if any, payable pursuant toSection3.7.

(c) All membership interests ofMerger Sub issued and outstanding immediately priorto theEffective Time, in the aggregate,shall be converted into and become 100 shares of newly issued common stock of theSurviving Entity, which shall constitute the only outstanding shares of capital stock of the Surviving Entity.

(d) Without limiting the other provisions ofthis Agreementand subject toSection6.1(b), if at any time during the period between the date ofthis Agreementand theEffective Time, theCompanyshould split, combine or otherwise reclassify theCompany Common Stock, or make a dividend or other distribution in shares ofCompany Common Stock, (includingany dividend or other distribution of securities convertible into or exchangeable forCompany Common Stock), or engage in a reclassification, reorganization, recapitalization, share exchange or other like change, then (without limiting any other rights of theParent Entities hereunder), theMerger Consideration, as applicable, shall be ratably adjusted to reflect fully the effect of any such change. If at any time during the period between the date ofthis Agreementand theEffective Time,Parentshould split, combine or otherwise reclassify theParent Common Stock, or make a distribution in shares ofParent Common Stock(includingany dividend or other distribution of securities convertible into or exchangeable forParent Common Stock), or engage in a reclassification, reorganization, recapitalization, share exchange or other like change, then theMerger Consideration, as applicable, shall be ratably adjusted to reflect fully the effect of any such change.

Section 3.2. Payment.

(a) Notwithstanding any other provision contained inthis Agreement, the maximum number of shares ofCompany Common Stock(includingeach share ofCompany Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share ofCompany Common Stockissued upon exercise ofCompany Options)that may be converted into the right to receive the Cash Consideration pursuant toSection3.1(a)(ii)(A) shall not exceed the Cash Conversion Number. The “Cash Conversion Number” shall be an amount equal to the quotient (rounded down to the nearest whole share) of (i)$31,523,245divided by (ii) thePer Share Cash Amount.

(b) Within two (2)Business Daysafter theEffective Time,Parentshall instruct theExchange Agentto effect the allocation among former holders ofCompany Common Stock(includingeach share ofCompany Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share ofCompany Common Stockissued upon exercise ofCompany Options)of rights to receive theCash Considerationand theStock Considerationas follows:

(i) If the aggregate number of Cash Election Shares (the “Cash Election Number”) exceeds theCash Conversion Number, then allStock Election Sharesand allNon-Electing Sharesshall be converted into the right to receive theStock Consideration, and theCash Election Shareswill be converted into the right to receive theCash Considerationin respect of that number ofCash Election Sharesequal to the product obtained by multiplying (A) the number ofCash Election Sharesheld by eachholderthereof by (B) a fraction, the numerator of which is theCash Conversion Numberand the denominator of which is theCash Election Number(with theExchange Agentto determine, consistent withSection3.2(a), whether fractions ofCash Election Sharesshall be rounded up or down), with the remaining number of suchholder’sCash Election Sharesbeing deemed for all purposes ofthis Agreementto beStock Election Sharesand converted into the right to receive theStock Consideration; and

(ii) If theCash Election Numberis less than or equal to theCash Conversion Number, then allCash Election Sharesshall be converted into the right to receive theCash Considerationand theNon-Electing SharesandStock Election Sharesshall be converted into the right to receive theStock Consideration.

Section 3.3. Election Procedures. Eachholderof record of shares ofCompany Common Stock(includingeach share ofCompany Restricted Stock, each share of Company Common Stock under the Company 401(k) Plan and each share ofCompany Common Stockissued upon exercise ofCompany Options) issued and outstanding immediately priorto the Effective Time (a “Holder”), shall have the right, subject to the limitations set forth in thisArticleIII, to submit anelectionon or prior to theElection Deadlinein accordance with the following procedures:

(a) EachHoldermay specify in a written request made in accordance with the provisions of thisSection3.3(hereincalled an “Election”) (i) the number of shares ofCompany Common Stockowned by suchHolderwith respect to which suchHolderdesires to make aStock Electionand (ii) the number of shares ofCompany Common Stockowned by suchHolderwith respect to which suchHolderdesires to make aCash Election.

(b) Parentshall prepare a form reasonably acceptable to theCompany(the “Form of Election”), which shall be mailed or caused to be mailed by theCompanyto the Holders so as to permit them to exercise their right to make anElectionprior to theElection Deadlinein accordance with thisSection3.3.

(c) At the time of mailing theProxy Statement/Prospectus, theCompanyshall mail or cause to be mailed theForm of Electionto holders ofCompany Common Stockentitled to vote atthe Stockholder Meeting and shall thereafter use its reasonable best effortsto make available as promptly as possible aForm of Electionto all Persons who become holders of shares ofCompany Common Stockduring the period following the record date for theStockholder Meetingand prior to theElection Deadline.

(d) AnyElectionshall have been made properly only if thePersonauthorized to receiveElectionsand to act asexchange agentunderthis Agreement, whichPersonshall be a bank or trustcompanyselected byParentand reasonably acceptable to theCompany(the “Exchange Agent”), pursuant to anagreement(the “Exchange Agent Agreement”) entered into prior to the mailing of theForm of ElectiontoCompanystockholders, shall have received, by theElection Deadline, aForm of Electionproperly completed and signed and accompanied byCertificatesrepresenting the shares ofCompany Common Stockto which suchForm of Electionrelates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of theCompanyor by an appropriate customary guarantee of delivery of suchCertificates, as set forth in suchForm of Election, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the1934 Act);provided, that suchCertificatesare in fact delivered to theExchange Agentby the time required in such guarantee of delivery, and, in the case ofBook-Entry Shares, any additional documents specified in the procedures set forth in theForm of Election. Failure to deliver shares ofCompany Common Stockcovered by such a guarantee of delivery within the time set forth in such guarantee shall be deemed to invalidate any otherwise properly madeElection, unless otherwise determined byParent, in its sole and absolute discretion. As usedherein, unless otherwise agreed in advance by theCompanyandParent, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of theExchange Agentis located) on the later of (i) the date immediately prior to the date of theStockholder Meetingand (ii) the date thatParentand theCompanyshall agree is five (5)Business Daysprior to the expectedClosing Date. TheCompanyandParentshall cooperate to issue a press release reasonably satisfactory to each of them announcing the anticipated date of theElection Deadlinenot more than fifteen (15)Business Daysbefore, and at least five (5)Business Daysprior to, theElection Deadline. If theClosingis delayed to a subsequent date, theElection Deadlineshall be similarly delayed and theCompanyandParentshall cooperate to promptly publicly announce such rescheduledElection DeadlineandClosing.

(e) AnyHoldermay, at any time prior to theElection Deadline, change or revoke his or herElectionby written notice received by theExchange Agentprior to theElection Deadlineaccompanied by a properly completed and signed revisedForm of Electionor by withdrawal prior to theElection Deadlineof his or herCertificates, or of the guarantee of delivery of suchCertificates, or any documents in respect ofBook-Entry Shares, previously deposited with theExchange Agent. AllElectionsshall be automatically deemed revoked upon receipt by theExchange Agentof written notification fromParentor theCompanythatthis Agreementhas been terminated in accordance withArticleVIII. Subject to the terms of theExchange Agent Agreement, ifParentshall determine in its reasonable discretion that anyElectionis not properly made with respect to any shares ofCompany Common Stock(neitherParentnor theCompanynor theExchange Agentbeing under any duty to notify anyholderthereof of any such defect), suchElectionshall be deemed ineffective, and the shares ofCompany Common Stockcovered by suchElectionshall, for purposeshereof, be deemed to beNon-Electing Shares, unless a properElectionis thereafter timely made with respect to such shares.

(f) Subject to the terms of theExchange Agent Agreement,Parentand theCompany, in the exercise of their reasonable discretion, shall have the joint right to make all determinations, not inconsistent with the terms ofthis Agreement, governing (i) the manner and extent to whichElectionsare to be taken into account in making the determinations prescribed bySection3.2, (ii) the issuance and delivery of certificates representing the number of shares ofParent Common Stockinto which shares ofCompany Common Stockare converted into the right to receive in theMergerand (iii) the method of payment of cash for shares ofCompany Common Stockconverted into the right to receive theCash Considerationand cash in lieu of fractional shares ofParent Common Stock.

Section 3.4. Deposit of Merger Consideration. At or prior to theEffective Time,Parentshall deposit, or shall cause to be deposited, with theExchange Agentfor the benefit of the holders of shares ofCompany Common Stock, at theEffective Time, for exchange in accordance with thisArticleIII,(a)evidence ofParent Common Stockin book-entry form issuable pursuant toSection3.1(a)equal to the aggregateStock Considerationand(b) immediately available funds equal to the aggregateCash Consideration(together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant toSection3.14)(collectively, the “Exchange Fund”) andParentshall instruct theExchange Agentto timely pay theCash Consideration, and cash in lieu of fractional shares, in accordance withthis Agreement. The cash portion of theExchange Fundshall be invested by theExchange Agentas directed byParentor theSurviving Entity. Interest and other income on theExchange Fundshall be the sole and exclusive property ofParentand theSurviving Entityand shall be paid toParentor theSurviving Entity,asParentdirects. No investment of theExchange Fundshall relieveParent, theSurviving Entityor theExchange Agentfrom making the payments required by thisArticleIII, and in the event of any losses from any such investment,Parentshall promptly provide additional funds to theExchange Agentto the extent necessary to satisfyParent’s payment obligationshereunderfor the benefit of the holders of shares ofCompany Common Stockat theEffective Time, which additional funds will be deemed to be part of theExchange Fund.

Section 3.5. Delivery ofMerger Consideration. As soon as reasonably practicable after theEffective Timeand in any event not later than the second (2nd)Business Dayfollowing theEffective Time, theExchange Agentshall mail to eachHolder aform of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to theCertificatesorBook-Entry Sharesshall pass, only upon proper delivery of theCertificatesorBook-Entry Sharesto theExchange Agent) and instructions for use in effecting the surrender of theCertificatesorBook-Entry Sharesin exchange for theMerger Consideration. Upon proper surrender of aCertificateorBook-Entry Sharefor exchange and cancellation to theExchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, theholderof suchCertificateorBook-Entry Shareshall be entitled to receive in exchange therefor theMerger Consideration(which, to the extent of anyStock Consideration, shall be in non-certificated book-entry form) in respect of the shares ofCompany Common Stockformerly represented by suchCertificateorBook-Entry Shareand suchCertificateorBook-Entry Shareso surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of theCertificatesorBook-Entry Shareson theMerger Considerationpayable upon the surrender of theCertificatesorBook-Entry Shares.

Section 3.6. Share Transfer Books. At theEffective Time, the share transfer books of theCompanyshall be closed, and thereafter there shall be no further registration of transfers of shares ofCompany Common Stock. From and after theEffective Time,Personswho held shares ofCompany Common Stockimmediately prior to theEffective Timeshall cease to have rights with respect to such shares, except as otherwise provided forherein. On or after theEffective Time, anyCertificatespresented to theExchange Agentor theSurviving Entityfor any reason, or anyBook-Entry Sharesfor which transfer is sought for any reason, shall be cancelled and exchanged for theMerger Considerationwith respect to the shares ofCompany Common Stockformerly represented thereby.

Section 3.7. Dividends with Respect to Parent Common Stock. No dividends or other distributions with respect toParent Common Stockwith a record date after theEffective Timeshall be paid to theholderof any unsurrenderedCertificatewith respect to the shares ofParent Common Stockissuablehereunder, and all such dividends and other distributions shall be paid byParentto theExchange Agentand shall be included in theExchange Fund, in each case until the surrender of suchCertificate(or affidavit of loss in lieu thereof) in accordance withthis Agreement. Subject to applicableLaws, following surrender of any suchCertificate(or affidavit of loss in lieu thereof) there shall be paid to theholderthereof, without interest and subject to any requiredTaxwithholding,(a) the amount of dividends or other distributions with a record date after theEffective Timetheretofore paid with respect to such shares ofParent Common Stockto which suchholderis entitled pursuant tothis Agreementand(b) at the appropriate payment date, the amount of dividends or other distributions with a record date after theEffective Timebut prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares ofParent Common Stock.

Section 3.8. Termination of Exchange Fund. Any portion of theExchange Fund(includingany interest and other income received with respect thereto) which remains undistributed to the former holders of shares ofCompany Common Stockon the first (1^st) anniversary of theEffective Timeshall be delivered toParent, upon demand, and any former holders of shares ofCompany Common Stockwho have not theretofore received anyMerger Consideration(includingany cash in lieu of fractional shares and any applicable dividends or other distributions with respect toParent Common Stock) to which they are entitled under thisArticleIIIshall thereafter look only toParentand theSurviving Entityfor payment of theMerger Considerationwith respect thereto.

Section 3.9. No Liability. NotwithstandingSection3.8, none ofParent,Merger Sub, theCompany, theSurviving Entityor theExchange Agent, or any employee, officer, director, agent orAffiliateof any of them, shall be liable to anyholderof shares ofCompany Common Stockin respect of any cash that would have otherwise been payable in respect of anyCertificateorBook-Entry Sharefrom theExchange Funddelivered to a public official pursuant to any applicable abandoned property, escheat or similarLaw. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, anyGovernmental Authorityshall, to the extent permitted by applicableLaw, become the property of theSurviving Entity, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Section 3.10. Company Restricted Stock.Immediately prior to the Effective Time, any then-outstanding shares of Company Restricted Stock shall become fully vested and the Company shall be entitled to deduct and withhold such number of shares of Company Common Stock otherwise deliverable upon such acceleration to satisfy any applicable income and employment withholding Taxes (assuming a fair market value of a share of Company Common Stock equal to the closing price of the Company Common Stock on the last completed trading day immediately prior to the Closing). All shares of Company Common Stock then-outstanding as a result of the full vesting of the shares of Company Restricted Stock and following the satisfaction of any applicable income and employment withholding Taxes shall have the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.Notwithstanding anything to the contrary contained herein, prior to the Effective Time, the Company shall, in consultation with Parent, take all actions necessary to effectuate the provisions of thisSection 3.10

Section 3.11. Withholding Rights. Each ofParent,Merger Sub,theSurviving Entityand theExchange Agent, as applicable, shall be entitled to deduct and withhold from theMerger Considerationand any other amounts or property otherwise payable or distributable pursuant tothis Agreementsuch amounts or property (or portions thereof) asParent,Merger Sub,theSurviving Entityor theExchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment or distribution under theCode,and the rules and regulations promulgated thereunder, orany provision of applicableTax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority byParent,Merger Sub, theSurviving Entityor theExchange Agent, as applicable, such withheld amounts shall be treated for all purposes ofthis Agreementas having been paid to thePersonin respect of which such deduction and withholding was made byParent,Merger Sub,theSurviving Entityor theExchange Agent, as applicable.

Section 3.12. Lost Certificates. If anyCertificateshall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by thePersonclaiming suchCertificateto be lost, stolen or destroyed and, if required by theSurviving Entity, the posting by suchPersonof a bond in such reasonable amount as theSurviving Entitymay direct, as indemnity against any claim that may be made against it with respect to suchCertificate, theExchange Agentwill issue in exchange for such lost, stolen or destroyedCertificatetheMerger Considerationto which theholderthereof is entitled pursuant to thisArticleIII.

Section 3.13. Appraisal Rights. Section 262 of the DGCL is not applicable to theMergeror the transactions contemplated bythis Agreement.

Section 3.14. Fractional Shares. Nocertificateor scrip representing fractional shares ofParent Common Stockshall be issued upon the surrender for exchange ofCertificatesor with respect toBook-Entry Shares, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder ofParent. Notwithstanding any other provision ofthis Agreement, eachholderof shares ofCompany Common Stockconverted pursuant to theMergerwho would otherwise have been entitled to receive a fraction of a share ofParent Common Stockshall receive (aggregating for this purpose all the shares ofParent Common Stocksuchholderis entitled to receivehereunder), in lieu thereof, cash, without interest and subject to any requiredTaxwithholding, in an amount equal to the product of(a)such fractional part of a share ofParent Common Stock, multiplied by(b)thePer Share Cash Amount.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

Except (a) as set forth in the disclosure letter that has been prepared by the Company and delivered by the Company to Parent in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being agreed that disclosure of any item in any Section of the Company Disclosure Letter with respect to any Section or subsection ofArticle IV of this Agreement shall be deemed disclosed with respect to any other Section or subsection ofArticle IV of this Agreement to the extent such relationship is reasonably apparent on its face), or (b) as disclosed in publicly available Recent SEC Reports (excluding any risk factor disclosures contained in such reports under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, and provided that no disclosure set forth in any Recent SEC Reports shall be deemed to modify or qualify the representations and warranties set forth in withSections 4.1,4.2,4.3,4.4 or4.26 herein), the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 4.1. Organization and Qualification, Organizational Documents.

(a) EachCompany Entityis duly organized, validly existing and in good standing under theLawsof the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or equivalent power and authority to own, lease and operate its properties as it now does and to carry on its business as it is presently being conducted, except, with respect only to eachSubsidiaryof theCompanythat would not constitute a “significantsubsidiary” (as defined inRule 1-02 of RegulationS-X), for such failures to be so organized, in good standing or have certain power and authority that,individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. EachCompany Entityis duly qualified, licensed and in good standing in each other jurisdiction in which it is required to be so, except where the failure to be so qualified or licensed or in good standing,individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Copies of thearticlesof incorporation,certificateof incorporation, by-laws and equivalent other organizational documents of eachCompany Entity, as amended to date, heretofore made available toParent, are complete and correct, and no amendments thereto are pending. All jurisdictions where each of the Company Entities is qualified to business are set forth onSection 4.1(b) of the Company Disclosure Letter.

Section 4.2. Authority.

(a) TheCompany Board, acting upon the recommendation of theSpecial Committee, at a meeting duly called and held, duly and by unanimous vote of all members thereof approved and adopted resolutions (i) authorizing and approving the execution, delivery and performance ofthis Agreementand the transactions contemplated bythis Agreement,(ii) approving and declaringadvisable, fair to and in the best interestsof theCompanyand its stockholdersthis Agreement, theMerger,the Voting Agreement and the other transactions contemplated herebyand thereby, (iii) directing thatthis Agreementbe submitted for approval by the stockholders of theCompanyand (iv) recommending that the stockholders of theCompanyadoptthis Agreement(the “Company Recommendation”).

(b) The only vote of the holders of any class or series of capital stock of theCompanynecessary for theCompanyto approvethis Agreement, to perform its obligationshereunderand to consummate the transactions contemplated bythis Agreement,includingtheMerger, is the adoption ofthis Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock(the “Stockholder Approval”). TheCompanyhas the requisite corporate power and authority to (i) enter into and deliverthis Agreementand(ii)perform its obligations under and consummate the transactions contemplated bythis Agreement, subject, with respect to this clause(ii), to receipt of theStockholder Approval. The execution, delivery and performance ofthis Agreementby theCompanyand the consummation of the transactions contemplated bythis Agreementby theCompanyhave been duly and validly authorized by all necessary corporateactionon the part of theCompany, subject, in the case of filing theCertificate of Mergerwith theDelaware Secretaryand consummating theMerger, to receipt of theStockholder Approval. ThisAgreementhas been duly executed and delivered by theCompanyand, assuming the due authorization, execution and delivery by each ofParentandMerger Sub, constitutes a legal, valid and binding obligation of theCompany, enforceable against theCompanyin accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and otherLawsof general applicability relating to or affecting creditors’ rights generally and to equitable principles (whether considered in a proceeding in equity or atlaw).

Section 4.3. Capital Structure.

(a) The authorized capital stock of the Company consists of 10,000,000 shares of Company Common Stock. At the close of business on October 25, 2013 (the “Cutoff Date”), (A) (x) 7,096,723 shares of Company Common Stock were issued and outstanding, including 506,794 shares of Company Restricted Stock, and (y) no other shares of capital stock were issued and outstanding, (B) 3,885 shares of capital stock were held in treasury and (C) no shares of capital stock were owned by a Subsidiary of the Company. At the close of business on the Cutoff Date, 150,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Options, 49,787 shares of Company Common Stock were authorized for issuance under the Company Stock Plans and noshares of Company Common Stock were reserved for issuance under the Company 401(k) Plan. All outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as noted in the preceding sentence, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable. All securities issued by the Company have been issued in compliance in all material respects with applicable Law. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board, or a committee thereof, and any required stockholder approval by the necessary number of votes or written consents, and each Company Option was made in accordance in all material respects with the terms of the applicable Company Stock Plan and applicable Law.

(b) Section 4.3(b)(i) of theCompany Disclosure Letter sets forth for eachholderofCompany Restricted Stockoutstanding as of theCutoff Datethe name of suchholderand the number of shares of outstandingCompany Restricted Stock owned by such holder.Section 4.3(b)(ii) of theCompany Disclosure Lettersets forth a true and complete list of all Company Options, including the name of each holder of Company Options, the number of shares of Common Stock subject to each such Company Option and the exercise price thereof.

(c) Except as disclosed onSection 4.3(c) of theCompany Disclosure Letterand except for any obligations pursuant tothis Agreementor as set forth in subsections(a)and(b)above, (i) theCompanydoes not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements,Contracts, undertakings or commitments of any kind relatingto capital stock or other equity or voting interestsof theCompanyto which theCompanyis a party or otherwise obligating theCompanyto (A) issue, transferor sell any shares of capital stock or other equity or voting interestsof theCompanyor securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right,agreement,Contract, undertaking or arrangement or (C)redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests.

(d) TheCompanyhas noIndebtednessor other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of anyCompany Entityon any matter.

(e) Except for theVoting Agreementand as disclosed inSection 4.3(e) of theCompany Disclosure Letter, there are no stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which theCompanyis a party or, to theCompany’sknowledge, among any security holders of theCompanywith respect to securities of theCompany, with respect to the voting or registration of the capital stock or other voting or equity interest of theCompanyor any preemptive rights with respect thereto.

Section 4.4. Subsidiaries.

(a) A true and complete list of all of theCompany’sSubsidiaries, together with the jurisdiction of organization of each suchSubsidiaryof theCompanyand the percentage of outstanding equity of eachSubsidiaryof theCompanyowned by the Company and each otherSubsidiaryof theCompanyand any other Person, is set forth onSection 4.4(a) of theCompany Disclosure Letter. Except as set forth onSection 4.4(a) of theCompany Disclosure Letter, theCompanyowns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of eachSubsidiaryof theCompany, free and clear of allLiens. Each share of capital stock of, or other equity interest in, eachSubsidiaryof theCompanyis duly authorized, validly issued, fully paid and non-assessable and was issued free of preemptive (or similar) rights. Except for the interests in theCompany’sSubsidiariesset forth onSection 4.4(a) of theCompany Disclosure Letter, no Company Entity owns, directly or indirectly, any equity interest in or capital stock of anyPerson.

(b) Except as disclosed inSection 4.4(b) of theCompany Disclosure Letter, there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements,Contracts, undertakings or commitments of any kind relating to theissuance of capital stock or other equity or voting interestsof anySubsidiaryof theCompanyto which theCompanyor any of theCompany’sSubsidiariesis a party or otherwise obligating theCompanyor any of theCompany’sSubsidiariesto (i) issue, transferor sell any shares of capital stock or other equity or voting interestsof any of theCompany’sSubsidiariesor securities convertible into or exchangeable for such shares or equity or voting interests, (ii) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right,agreement,Contract, undertaking or arrangement or (iii)redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests.

(c) None of theCompany’sSubsidiarieshave outstandingIndebtednessor other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of theCompanyor the stockholders of any of theCompany’sSubsidiarieson any matter.

(d) Except as set forth inSection 4.4(d) of theCompany Disclosure Letter, there are no stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which any of theCompany’sSubsidiariesis a party with respect to the voting or registration of the capital stock or other voting or equity interests of any of theCompany’sSubsidiariesor any preemptive rights with respect thereto.

Section 4.5. No Conflicts.

(a) Except as set forth onSection 4.5(a) of theCompany Disclosure Letterand provided thatStockholder Approvalis obtained, the execution, delivery and performance ofthis Agreementwill not(i)conflict with the organizational or governing documents of anyCompany Entity; (ii) conflict with, or result in the breach or termination of, or constitute a default under, or increase the obligations or diminish the rights of anyCompany Entityunder, anyMaterial Contractto which anyCompany Entityis a party or by which anyCompany Entityor any of the properties or assets of anyCompany Entityis bound; (iii) constitute a material violation of anyLaw, regulation orOrder applicable to anyCompany Entity; or (iv) result in the creation of any materialLienupon any assets or equity interests of anyCompany Entity.

(b) Except as set forth onSection 4.5(b) of theCompany Disclosure Letter, the execution and delivery ofthis Agreementby theCompanydoes not, and the performance ofthis Agreementby theCompanywill not, require any consent, approval, authorization or permit of, or filing with or notification to, anyGovernmental Authority(includingwith respect toSubsidiariesof theCompany), except (i) the filing with theSECof (A) a proxy statement relating to theStockholder Meeting(together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”) as part of a registration statement onForm S-4pursuant to which the offer and sale of shares ofParent Common Stockin theMergerwill be registered pursuant to the1933 Actand in which theproxy statementwill be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of theForm S-4, and (B) such reports under, and other compliance with, the1934 Actand the1933 Actas may be required in connection withthis Agreement,the Merger and the other transactions contemplated hereby, (ii) the due filing of theCertificate of Mergerwith theDelaware Secretarypursuant to theDGCL and the DLLCA, (iii) the filing with and approval by FINRA of Securities Corp’s Continuing Membership Application, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky”Laws, (v) such filings as may be required in connection with state and local transferTaxes,(vi) the filing with the SEC of an amended Form ADV of the Investment Adviser Subsidiary reflecting a change in Control Persons (within the meaning of Form ADV)and (vii) where a failure to obtain any such consents, approvals, authorizations or permits, or to make any such filings or notifications,individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.6. SEC Filings.

(a) TheCompanyhas duly filed with or furnished to theSEC, and made available toParent(includingvia EDGAR) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by theCompanysince April 1, 2011 under the1933 Actor1934 Act, as applicable (collectively, together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, the “Company SEC Documents”). None of theCompany SEC Documentsis the subject of an outstandingSECcomment letter or outstandingSECinvestigation as of the datehereof.

(b) As of its filing date (and as of the date of any amendment or superseding filing), eachCompany SEC Documentcomplied as to form in all material respects with the applicable requirements of the1933 Actor1934 Act, as applicable.

(c) As of its filing date (or, if amended or superseded by a filing prior to the datehereof, on the date of such filing), eachCompany SEC Documentdid not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary inorderto make the statements made therein, in the light of the circumstances underwhich they were made, not misleading. As of the date ofthis Agreement, noSubsidiaryof theCompanyis separately subject to the requirement to file reports pursuant to Section 13 or 15(d) of the 1934 Act.

(d) Since April 1, 2011, theCompanyhas complied in all material respects with the eligibility requirements, rules and regulations of theNYSE MKT.

(e) TheCompany Entitieshave established and maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the1934 Act) that are designed to provide reasonable assurance that material information relating to theCompany Entities, required to be included in reports under the1934 Act, is made known to the chief executive officer and chief financial officer of theCompanyby others within those entities.

(f) Since April 1, 2011, theCompany Entitieshave established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the1934 Act) sufficient to provide reasonable assurance regarding the reliability of theCompany’s financial reporting and the preparation of theCompany’s financial statements for external purposes in accordance withGAAP. TheCompanyhas disclosed, based on its most recent evaluation of internal controls prior to the datehereof, to theCompany’s auditors and audit committee and, to theCompany’sknowledge, theCompany’s independent registered public accounting firm has not identified or been made aware of (i) any “significant deficiencies” and “material weaknesses” (as defined by thePublic Company Accounting Oversight Board) in the design or operation of theCompany’s internal controls and procedures which are reasonably likely to adversely affect theCompany’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves theCompany’s management or other employees who have a significant role in internal controls.

(g) Neither theCompanynor any of theCompany’sSubsidiarieshas, since the enactment of theSarbanes-Oxley Act, made any prohibited loans to any executive officer (as defined in Rule 3b-7 under the1934 Act) or director of anyCompany Entity.

(h) NoCompany Entityhas any material liability or obligation that could be classified as an “off-balance sheet” arrangement under Item 303 of Regulation S-K promulgated by theSEC.

(i) As of the date ofthis Agreement, theCompanyhas less than 300 stockholders of record.

Section 4.7. Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements, if any, of theCompany(the “Company Financial Statements”) included or incorporated by reference in theCompany SEC Documentsfairly present, in all material respects, the consolidated financial position of theCompanyand its consolidatedSubsidiariesas of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments and notes in the case of any unaudited interim financial statements). Except as required byGAAPor as disclosed in theRecent SEC Reports, noCompany Entityhas, between the last day of its most recently ended fiscal year and the datehereof, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. Since April 1, 2011, noCompany Entityhas received any written advice or written notification from its independent registered accounting firm that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial statements or in the books and records of anyCompany Entityany properties, assets, liabilities, revenues orexpensesin any material respect. Since April 1, 2011, noCompany Entityhas had any material dispute with any of its auditors regarding accounting matters or policies.

Section 4.8. Absence of Undisclosed Liabilities. Except as set forth inSection 4.8 of theCompany Disclosure Letterand except for matters reflected or reserved against in the most recent consolidated balance sheet of theCompany(or the notes thereto) included in theRecent SEC Reports, noCompany Entityhas any liabilities or obligations except liabilities and obligations that(a)were incurredin the ordinary course of business consistent with past practicesince the date of such balance sheet,(b)are incurred in connection with the transactions contemplated bythis Agreementor(c) individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.9. Disclosure Documents.

(a) None of the information supplied or to be supplied in writing by or on behalf of anyCompany Entityfor inclusion or incorporation by reference in (i) theForm S-4will, at the time such document is filed with theSEC, at any time such document is amended or supplemented or at the time such document is declared effective by theSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) theProxy Statement/Prospectuswill, at the date it is first mailed to the stockholders of theCompany, at the time of theStockholder Meeting, at the time theForm S-4is declared effective by theSECor at theEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances inwhich they were made, not misleading. All documents that theCompanyis responsible for filing with theSECin connection withthis Agreement,the Merger and the other transactions contemplated hereby, to the extent relating to anyCompany Entityor other information supplied by or on behalf of anyCompany Entityfor inclusion therein, will comply as to form, in all material respects, with the provisions of the1933 Actor1934 Act, as applicable, and the rules and regulations of theSECthereunder and each such document required to be filed with anyGovernmental Authority(other than theSEC) will comply in all material respects with the provisions of any applicableLawas to the information required to be contained therein.

(b) The representations and warranties contained in thisSection4.9will not apply to statements or omissions included in theForm S-4or theProxy Statement/Prospectusto the extent based upon information supplied to theCompanyby or on behalf ofParentorMerger Sub.

Section 4.10. Absence of Certain Changes. Since April 1, 2013, eachCompany Entityhas operated its businessin the ordinary course of business consistent with past practice, and, except as set forth onSection 4.10 of theCompany Disclosure Letter,there has not been any event, change or occurrence that,individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

Section 4.11. Real Property. NoCompany Entityowns (or during the past five years has owned) any real property.Section 4.11 of theCompany Disclosure Lettercontains a list and brief description of all real properties leased by anyCompany Entity. The Company or one of its Subsidiaries holds a valid leasehold interest in the Leased Real Property. The Leased Real Property is maintained in a state of repair and condition that is consistent with the normal conduct of the Company’s business and is adequate, sufficient and suitable for its present uses and purposes. TheCompanyhas made available toParenttrue, correct and complete copies of theReal Property Leasesin each case, as amended or otherwise modified and in effect.

Section 4.12. Litigation; Compliance with Laws; Permits and Licenses. Except as set forth onSection 4.12 of theCompany Disclosure Letter, there is no materialActionpending or, to theCompany’sknowledge, threatened, or anyOrderoutstanding, against anyCompany Entityor its properties or assets. Other than with respect to compliance with labor Laws and Environmental Laws, which compliance is solely addressed inSection 4.18(a) andSection 4.20 respectively, eachCompany Entityis operating and, since April 1, 2011, has operated its businessin compliance in all material respects with all applicable Laws, and neither anyCompany Entitynor any director or officer of anyCompany Entity, has received any written notice or otherwise hasknowledgeof any material violation of anyLaw. EachCompany Entityis in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of anyGovernmental Authorityand accreditation and certification agencies, bodies or other organizations necessary for eachCompany Entityto lease and operate its properties or to carry on its business substantially as it is being conducted as of the datehereof(the “Company Permits”), and all suchCompany Permitsare valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of theCompany Permits,individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of theCompany Permitshave been duly filed with the appropriateGovernmental Authority, and all other filings required to have been made with respect to suchCompany Permitshave been duly made with the appropriateGovernmental Authority, except in each case for failures to file which,individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. NoCompany Entityhas received any claim or notice nor has anyknowledgeindicating that anyCompany Entityis currently not in compliance with the terms of any suchCompany Permits, except where the failure to be in compliance with the terms of any suchCompany Permits,individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.13. Taxes. Except as set forth onSection 4.13 of theCompany Disclosure Letter:

(a) All U.S. federal Income Tax Returns and other materialTax Returnsrequired byLawto be filed by anyCompany Entityhave been timely filed with the appropriateTaxing Authority when due, all suchTax Returnswere true, correct and complete in all material respects, and all materialTaxespayable by anyCompany Entitythat were due and payable prior to theClosing Date(whether or not shown on a return) have been paid within the required time periods, other than those(i)currently payable without penalty or interest, or(ii)being contested in good faith by appropriate proceedings. No claim with respect to material Taxes has been made by aTaxing Authorityin a jurisdiction in which anyCompany Entitydoes not fileTax Returnsthat it is or may be subject toTaxin that jurisdiction.

(b) All materialTaxesthat anyCompany Entityis or has been required byLawto withhold or collect for payment to aTaxing Authorityon behalf of anotherPerson, regardless of the characterization by anyCompany Entityor the payee of the payments giving rise to such requirement or the characterization of the status of the payee as an employee, independent contractor, member or otherwise of anyCompany Entity, have been duly withheld or collected, and have been paid to the properTaxing Authoritywithin the time prescribed by applicableLaw.

(c) No Company Entity has in effect as of the date ofthis Agreement, and will not have in effect as of theClosing Date, any waiver or extension of any statute of limitations, or anyclosing agreementor similaragreementwith anyTaxing Authority, with respect to materialTaxes.

(d) There are no material claims pending against anyCompany Entity, or, to the knowledge of the Company, threatenedfor past dueTaxes. No audits, examinations, investigations or other proceedings in respect of any materialTaxof anyCompany Entityis pending, or has been threatened in writing.

(e) NoCompany Entityhas participated (within the meaning of Treasury Regulations Section 1.6011-4(e)(3)) in any “listed transaction” within the meaning ofTreasury Regulations Section 1.6011-4(b)(2).

(f) There are noLiensfor materialTaxesupon the assets of anyCompany Entityother than in respect of anyTaxliability not yet due and payable.

(g) No Company Entity has (i) deferred the payment of material Taxes by the use of the cash, installment or a long-term contract method of accounting, (ii) been required to make an adjustment under section 481 of the Code (or any corresponding or similar provision of state, local or foreign Law) because of a change of method of accounting or (iii) entered into any closing agreement or similar agreement, in each case requiring a payment of material Taxes in a Post-Closing Tax Period.

(h) No Company Entity will be required to include amounts in income, or exclude items of deduction, after the Closing Date as a result of (i) any intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) arising or occurring on or prior to the Closing (ii) any installment sale or open transaction disposition made prior to the Closing or (iii) the receipt of prepaid amounts by any Company Entity prior to the Closing.

(i) The Company is not a “foreign person” within the meaning of Treasury Regulations Section 1.1445-2.

(j) NoCompany Entityhas requested, has received or is subject to any written ruling of aTaxing Authorityor has entered into any writtenagreementwith aTaxing Authoritywith respect to any materialTaxes.

(k) NoCompany Entityis a party to or is bound by any Tax Sharing Agreement. No Company Entity has been a member of an affiliated group filing a consolidated U.S. federal Income Tax Return other than the Company Federal Tax Group or a combined, consolidated, unitary or other affiliated group for state, local or foreign Tax purposes, and no Company Entity has any liability for the material Taxes of any Person as a transferee or successor, by contract or otherwise, other than customary Tax indemnification or other arrangements contained in a commercial agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes.

(l) No Company Entity has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement.

(m) No written power of attorney that has been granted by any Company Entity(other than to any Company Entity) currently is in force with respect to any matter relating to materialTaxes.

Section 4.14. Contracts.Section 4.14 of theCompany Disclosure Lettercontains a true and correct list, by reference to the applicable subsection of thisSection4.14, of the followingContractsto which anyCompany Entityis a party or by which anyCompany Entityis bound or any of their respective assets or properties is bound (collectively, the contracts required to be set forth onSection 4.14 of theCompany Disclosure Letter, the “Material Contracts”):

(a) anyContractsrequired to be filed as an exhibit to theCompany’s Annual ReportonForm10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated by theSEC;

(b) all selling, distribution, dealer, product or marketingContractsor similar commission-basedContractswith third parties, allContracts with Financial Advisors and all Advisory Contracts;

(c) anyContractswith any current, or containing ongoing obligations to or rights in favor of any former, officer, director, stockholder orAffiliateof anyCompany Entity;

(d) anyContractswith any labor or trade union or association or works council representing any employee of anyCompany Entity;

(e) anyContractsfor correspondent securities clearing, payment and settlement activities;

(f) anyContractsfor joint ventures or similarContractsinvolving a sharing of profits orexpenses, strategic alliances or partnerships;

(g) anyContractsrelating to the acquisition (bymerger, purchase of stock or assets or otherwise) by anyCompany Entityof any operating business or material assets or the capital stock of any otherPerson;

(h) anyContractsrelating to the incurrence, assumption or guarantee of anyIndebtednessof theCompany Entitiesor imposing aLienon any of their respective assets;

(i) any settlement or conciliationagreementwith anyPerson(includinganyGovernmental Authority) currently in effect;

(j) anyContractor series of relatedContractsunder which anyCompany Entityhas made loans to any otherPerson,includingloans toFinancial Advisors, currently in effect;

(k) anyContractsproviding for severance, retention, change incontrolor other similar payments;

(l) anyContracts under which any Company Entity has ongoing obligations as of the date hereoffor the employment of any individual on a full-time, part-time or consulting or other basis providing annual base and bonus compensation in excess of$75,000;

(m) any outstandingContractsof guaranty, surety or indemnification, direct or indirect, by anyCompany Entity, other than third partyContractsentered intoin the ordinary course of business consistent with past practicethat contain ordinary course indemnification provisions;

(n) other than selling agreements for the sale and distribution of securities and other financial instruments and products entered into in the ordinary course of business consistent with past practice, anyContractsthat contain covenants (includingexclusive rights, covenants not to compete and non-solicit agreements) that restrain, restrict, limit or impede the ability of anyCompany Entity, or that, following the consummation of the transactions contemplated hereby, would restrain, restrict, limit or impede the ability of the Surviving Entity or itsAffiliates, to (i) compete in any business or with anyPersonor in any geographic area, (ii) sell, supply or distribute any service or product (includingany “most favored customer” or similar clauses), or (iii) acquire any property (tangible or intangible) from anyPerson;

(o) all Real Property Leases and all leases, subleases or other rental agreements under which anyCompany Entityis a party that call for annual lease payments in excess of$75,000individually or are otherwise material to the operations of its business;

(p) anyContractsproviding for liquidated damages or similar penalties in the event of a breach that would reasonably be expected to result in a material liability of anyCompany Entity(or, following theClosing, of theSurviving Entity);

(q) anyContractswhich individually provide for payments to or from anyCompany Entityof$250,000or moreover any 12-month period; and

(r) anyContractsthat are otherwise material to anyCompany Entity.

True and complete copies of all Material Contracts (and true and correct summaries of any oral agreements) have been delivered or made available to Parent. Each of the Material Contracts is presently in full force and effect in all material respects in accordance with its terms, and no condition exists that, with notice or lapse of time or both, would constitute a material breach of or material default under any such Contract by any Company Entity or, to the Company’s knowledge, by any other party thereto. No other party to any of the Material Contracts has notified any Company Entity in writing that such party has any defense, setoff or counterclaim under any such Contract or has exercised any option to cancel or terminate, shorten the term of or fail to renew or extend the term of any such Contract. Each Contract to which any Company Entity is a party as of the date hereof that is a “material contract” (as such term is defined in Item 601(b)(1) of Regulation S-K of the SEC) required to be filed with the SEC by the Company or any of its Subsidiaries has been filed with the SEC by the Company in accordance in all material respects with applicable Law.

Section 4.15. Employees.

(a) Section 4.15(a) of the Company Disclosure Lettersets forth a true and complete list of all “employee benefit plans” within the meaning ofSection 3(3) of ERISA, and any pension, annuity, retirement, equity-based, stock purchase, savings, profit sharing, severance, medical, dental, health, welfare, or deferred compensation, salary continuation, accident, retention, fringe benefit, tuition, scholarship, relocation, service award,companycar, payroll practices, vacation, sick pay, sick leave or paid time off plan, policy oragreement, and any retainer, employment, consultant, bonus, life insurance, disability, group insurance or other compensation, commission, incentive or benefitcontract, plan or arrangement, in each case whether written or unwritten, insured or self-insured, or domestic or foreign, with regard to or on behalf of any current or former employee, consultant, independent contractor or director (or any dependent or spouse thereof) of theCompany to which any of the Company Entities is a party to or obligated under, or otherwise maintains, contributes (or has undertaken any obligation to contribute) or sponsors(each, an “Employee Benefit Plan”). True and complete copies of all documents embodying and relating to eachEmployee Benefit Planhave been provided toParent,including: (i) the two most recent annual reports (Form Series5500), if any, required underERISAor theCodein connection with eachEmployee Benefit Plan; (ii) the two most recent actuarial reports (if applicable) for allEmployee Benefit Plans; (iii) the most recent summary plan description, if any, required underERISAwith respect to eachEmployee Benefit Plan; (iv) all material written contracts, instruments or agreements relating to eachEmployee Benefit Plan; (v) the most recentIRSdetermination or opinion letter issued with respect to eachEmployee Benefit Planintended to be qualified under Section 401(a) of theCode; and (vi) all filings under the IRS’ Employee Plans Compliance Resolution System Program or any of its predecessors, the U.S. Department of Labor Delinquent Filer Voluntary Program or other government correction program relating to anyEmployee Benefit Plan.

(b) No employee of theCompanyor itsSubsidiariesis represented by any union or other collective bargaining agent and no labor union or other collective bargaining agent purports to represent or is attempting to represent any employees of theCompany Entities, and there are no collective bargaining or other labor agreements with respect to any such employees.

(c) Section 4.15(c)(i) of theCompany Disclosure Lettercontains a true and complete list of the name, title, date of hire, home address and annual compensation (base salary plus bonus) for the past three years of all current employees of theCompany as of the date hereof, and, to the extent not provided to Parent in accordance withSection 4.15(a),Section 4.15(c)(ii) of theCompany Disclosure Lettercontains a description of vacation policies, severance policies, sick leave policies, bonus, incentive compensation and group insurance plans, for the benefit of current or former employees, directors, consultants or independent contractors of theCompany.

(d) Except as set forth onSection 4.15(d)(i) of theCompany Disclosure Letter, the transactions contemplated bythis Agreementwill not trigger (either alone or in connection with any other event,includinga termination of service of any current or former employee, consultant, independent contractor or director) or enhance any liability or payments of any kind under anyEmployee Benefit Plan, or otherwise,includingliability for severance pay, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, director, consultant or independent contractor of theCompany(or any dependent or spouse thereof). Except as set forth onSection 4.15(d)(ii) of the Company Disclosure Letter, no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated bythis Agreementby any current or former employee, consultant, independent contractor or director (or any dependent or spouse thereof) under anyEmployee Benefit Planor otherwise would not be deductible by reason of Section 280G of theCodeor would be subject to an exciseTaxunder Section 4999 of theCode. Except as set forth onSection 4.15(d)(iii) of the Company Disclosure Letter, theCompanyhas no indemnity obligations on or after theClosingfor anyTaxesimposed under Section 4999 or 409A of theCode. TheCompanydoes not provide for any health, disability, or life insurance or other welfare benefits of any kind whatsoever to any current or future retiree or terminated employee (other than benefits under Section 4980B of theCode,Part 6 of Title I of ERISAor as otherwise required by applicableLaw).

(e) To the knowledge of the Company, the relations between theCompanyand its employees are good and no current employee of the Company has advised the Company that such employee intends to terminate his or her employment.

(f) Except as set forth onSection 4.15(f) of theCompany Disclosure Letter, no employee has been offered a “stay” bonus or other additional compensation, other than the employee’s regular salary, bonus and other benefits, to remain employed by theCompanyuntil theClosing.

(g) In the last six years, none of theCompanyor anyERISA Affiliateor any of their respective predecessors has contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any plan subject to Section 412 of theCode, Section 302 ofERISAor Title IV orERISA,includingany “multiemployer plan” (within the meaning ofSections 3(37) or 4001(a)(3) of ERISAor Section 414(f) of theCode) or any single employer pension plan (within the meaning of Section 4001(a)(15) orERISA) which is subject to Sections 4063, 4064 or 4069 ofERISA.

(h) Any individual who performs services for theCompany Entitiesand who is not treated as an employee for federal incometaxpurposes by theCompany Entitiesis not an employee under applicableLawor for any purposeincludingfortaxwithholding purposes orEmployee Benefit Planpurposes. TheCompany Entitieshave no liability by reason of an individual who performs or performed services for theCompany Entitiesin any capacity being improperly excluded from participating in anEmployee Benefit Plan. Each employee of theCompany Entitieshas been properly classified as “exempt” or “non-exempt” under applicableLaw.

Section 4.16. Intellectual Property.

(a) Section4.16(a) of the Company Disclosure Lettercontains a true and complete list of all (i) materialIntellectual Propertyregistrations or applications for registration that have been obtained or filed by anyCompany Entityanywhere in the world and (ii) material unregisteredOwned Intellectual Property. To the Company’s knowledge, theCompany Entitiesown and possess all right, title and interest in and to materialOwned Intellectual Propertyfree and clear of allLiens, other thanPermitted Liens.Section 4.16(a) of the Company Disclosure Letter contains a true and complete list or description of allLicensed Intellectual Propertyand allIntellectual Propertyof a third party licensed, sublicensed or used by anyCompany Entity. To the Company’s knowledge, theCompanyor one of itsSubsidiariesowns or possesses adequate, valid and subsisting licenses or other rights to use, free and clear of anyLien, other than a Permitted Lien, each of the items ofIntellectual Propertylisted onSection 4.16(a) of the Company Disclosure Letter.Section 4.16(a) of the Company Disclosure Letter identifies what isOwned Intellectual Propertyand what isLicensed Intellectual Property. The consummation of the transactions contemplated hereby will not impair any right to use anyCompany Intellectual Propertyowned or used by theCompany Entitiesand, immediately following theClosing, theSurviving Entityand itsSubsidiarieswill be permitted to use all suchCompany Intellectual Propertyto the same extent as theCompany Entitiesimmediately prior to theClosing, except as would not reasonably be expected to result in a Company Material Adverse Effect.

(b) Except as set forth onSection4.16(b) of the Company Disclosure Letter:(i)to theCompany’sknowledge, there is no violation by others of any right of theCompany Entitieswith respect to anyOwned Intellectual Property;(ii)to theCompany’sknowledge, none of theCompany Entitiesis infringing upon anyIntellectual Propertyor other rights of any third party; (iii) there are noActionspending or, to theCompany’sknowledge, threatened with respect to clauses(i)and(ii)of thisSection4.16(b), no claim has been received by anyCompany Entityalleging any such violation, and to theCompany’sknowledge, there is no existing fact or circumstance that would be reasonably expected to give rise to any suchActions; (iv) to the knowledge of the Company, no royalty or similar fee of any kind is payable by anyCompany Entityfor the use of anyIntellectual Propertyused in the business of theCompany Entities; and (v) none of theCompany Entitieshas granted anyPersonany interest, as licensee or otherwise, in or to any one or more items of theOwned Intellectual Property. To the knowledge of the Company, theCompanyor itsSubsidiariesown directly, or are entitled to use by valid license or otherwise, allIntellectual Propertynecessary for or material to the conduct of the business of theCompany Entities.

(c) Except as set forth onSection 4.16(c) of the Company Disclosure Letter, no Company Entity is a party to any material Contract relating to (i) Licensed Intellectual Property or (ii) any material software used in the operation of the business of the Company Entities as currently conducted other than “off-the-shelf” software.

(d) The IT Systems are adequate for the operation of the business of the Company Entities as currently conducted, except where such failure would not, individually or in the aggregate, be material to the operation of the business of the Company Entities.

Section 4.17. Insurance. Each of theCompany Entitiesmaintains policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are reasonable with respect to the business in which anyCompany Entityis engaged (including, as applicable, fidelity bond andSIPCinsurance coverage) and the nature of the property owned or leased by anyCompany Entity. With respect to each such insurance policy, except as specifically noted inSection 4.17 of theCompany Disclosure Letter,(a)such policy is in full force and effect and all premiums due and payable thereon have been paid,(b) to the knowledge of the Company,neither theCompanynor any of itsSubsidiariesis in breach of or default under such policy and(c)neither theCompanynor any of itsSubsidiarieshas received written notice of any cancellation or termination with respect to any such policy and, to theknowledgeof theCompany, no such cancellation or termination has been threatened.Section 4.17 of theCompany Disclosure Lettercontains a complete list of all insurance policies held by eachCompany Entityand specifies the policy limit, type of coverage, location and value of the property covered, annual premium, premium payment date and expiration date of each of the policies. Except as set forth onSection 4.17 of theCompany Disclosure Letter, there is no pending claim by theCompany Entitiesunder any insurance policy held by theCompany Entitiesin excess of$50,000.

Section 4.18. Labor Disagreements. Except as set forth onSection 4.18 of theCompany Disclosure Letter, (a) theCompanyisin compliance in all material respects with all applicableLaws regarding employment and employment practices, terms and conditions of employment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, collective bargaining, and theWARN Act, and, to the knowledge of the Company, the Company is not engaged in any unfair labor practice within the meaning of theNational Labor Relations Act; and(b) no Company Entity has received written notice, or otherwise has knowledge, of anymaterial claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer or director of anyCompany Entity in such capacityat any time during the past two years. To theCompany’sknowledge, no employees of anyCompany Entityis in any material respect in violation of any term of any employmentcontract, non-disclosureagreement, non-competitionagreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by theCompany Entitiesbecause of the nature of the business conducted by theCompany Entities.

Section 4.19. Benefit Plans.

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (i) eachEmployee Benefit Plancomplies and has been maintained and operatedin compliance with itsterms and applicableLaw,including ERISA, theCodeand all laws and regulations of any foreign jurisdiction applicable to it, (ii) all payments required by anyEmployee Benefit Plan, any collective bargainingagreementor otheragreement, or by any applicable United States federal or stateLawor applicableLawof any foreign jurisdiction, with respect to all periods through the date ofthis Agreementhave been made, (iii) no claim, lawsuit, arbitration or otheraction(whether brought by aGovernmental Authorityor otherwise) is pending or, to theCompany’sknowledge, threatened or is anticipated against any of theEmployee Benefit Plans(other than non-material routine claims for benefits, and appeals of such claims) any trustee or fiduciaries thereof, anyERISA Affiliate, any current or former employee, consultant, independent contractor or director of theCompany, (iv) no “prohibited transaction” within the meaning of Section 4975 of theCodeand Section 406 ofERISAhas occurred or is expected to occur with respect to anyEmployee Benefit Plan and (v) noEmployee Benefit Planis under, and theCompanyhas not received any written notice, or otherwise has any knowledge, of an audit or investigation by theIRS, the U.S. Department of Labor or any otherGovernmental Authority, and no such completed audit, if any, has resulted in the imposition of anyTaxor penalty. EachEmployee Benefit Planintended to qualify under Section 401(a) of theCode(all of which are set forth onSection 4.15(a) of theCompany Disclosure Letter) is qualified and has received a determination letter from theIRSupon which it may rely to the effect that it is qualified under Section 401 of theCode, and any trust maintained pursuant thereto is exempt from federal income taxation under Section 501 of theCodeand, to the Company’s knowledge, nothing has occurred, whether byactionor failure to act, that caused or could cause the loss of such qualification or exemption or the imposition of any penalty orTaxliability.

(b) None of theCompany, anyERISA Affiliate, or any employee, officer or director of theCompanyhas made any promises or commitments, whether legally binding or not, to create any additionalEmployee Benefit Plan,agreementor arrangement, or to modify or change in any material way any existingEmployee Benefit Plan.

(c) Except as set forth onSection 4.19(c) of the Company Disclosure Letter, theCompanyhas no unfunded liabilities pursuant to anyEmployee Benefit Planthat is not intended to be qualified under Section 401(a) of theCodeand is an “employee pension benefit plan” within the meaning ofSection 3(2) of ERISA, a nonqualified deferred compensation plan or an excess benefit plan. EachEmployee Benefit Planthat is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of theCode) has been operated and administered in compliance with Section 409A of theCode.

(d) Each Company Option (i) has an exercise price at least equal to the fair market value of Company Common Stock on a date no earlier than the date of the corporate action authorizing the grant, (ii) no Company Option has had its exercise date or grant date delayed or “back-dated,” and (iii) all Company Options have been issued in compliance with all applicable Laws and properly accounted for in all material respects in accordance with GAAP.

(e) NoEmployee Benefit Planis mandated by a government other than the United States or is subject to the Laws of a jurisdiction outside of the United States.

Section 4.20. Environmental Matters.

(a) All Company Entities are and, to the Company’s knowledge, have been in compliance in all material respects with all applicable Environmental Laws. “Environmental Laws” means Laws relating to pollution, the protection of human health, safety or the environment, including laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern. “Materials of Environmental Concern” means chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, radiation (including radio-frequency radiation), and any other chemicals, materials or substances regulated as hazardous or toxic under any applicable Environmental Laws.

(b) To the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the release or potential release, emission, discharge or disposal of any Material of Environmental Concern, that could reasonably be expected to form the basis of any material claim against or violation by any Company Entity, or against any Person whose liability for any claim or violation a Company Entity has retained or assumed either contractually or by operation of Law.

(c) To the Company’s knowledge, no Company Entity has generated, stored, transported, treated, disposed or arranged for the treatment, transportation, storage or disposal of Materials of Environmental Concern, except (i) for such materials in cleaning fluids, solvents and other similar substances contained in widely used office supplies, (ii) in compliance in all material respects with Environmental Laws or (iii) in a manner or to a location that could not reasonably be expected to give rise to material liability under any Environmental Law.

Section 4.21. Affiliate Transactions. Except as set forth inSection 4.21 of theCompany Disclosure Letter, there are, and since April 1, 2011 through the date ofthis Agreementthere have been, no transactions, agreements, arrangements or understandings between anyCompany Entity, on the one hand, and anyAffiliates(other than any wholly-ownedSubsidiaries) of the Companyor otherPersons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by theSEC.

Section 4.22. Broker-Dealer Matters.

(a) Investors Capital Corporation(“Securities Corp”) is, and at all times has been, duly registered, licensed or qualified as a broker-dealer under the1934 Actand in each jurisdiction where the conduct of the business requires such registration, licensing or qualification, and is, and at all times has been,in compliance in all material respects with all applicable Lawsrequiring any such registration, licensing or qualification and is not subject to any material liability or material impediment to the conduct of its business by reason of the failure to be so registered, licensed or qualified.

(b) Copies of theUniform Application for Broker-Dealer RegistrationonForm BDofSecurities Corpon file with theSEC, reflecting all amendments thereof that are in effect as of the date ofthis Agreement(the “Form BD”), and all FOCUS reports, amendments and updates for the period endedSeptember 30, 2013 filed by Securities Corp with theSEC, have been made available toParentprior to the date ofthis Agreement. Such forms are in compliance in all material respects with the applicable requirements of the1934 Act.

(c) Securities Corpis a member in good standing ofFINRAand each otherGovernmental Authoritywhere the conduct of its business requires membership or association.

(d) Securities Corphas established, maintains and enforces written compliance, supervisory andcontrolpolicies and procedures in compliance with applicableLaws,including FINRA Rules 3010and 3012 and Section 15(g) of the1934 Act.Securities Corphas been and remainsin compliance in all material respects with suchpolicies and procedures. Complete and correct copies of each of the policies and procedures set forth onSection 4.22(d) of theCompany Disclosure Letterhave been made available toParentin the form in effect on the date ofthis Agreement.

(e) Each ofSecurities Corp’s officers, employees and independent contractors who is required to be registered, licensed or qualified with anyGovernmental Authorityas a registered principal or registeredrepresentativeis duly and properly registered, licensed or qualified as such and has been so registered, licensed or qualified at all times while in the employ or undercontractwithSecurities Corp, and such licenses are in full force and effect, or are in the process of being registered as such within the time periods required by applicableLaw, except as the failure to be so registered, licensed or qualified would not, or would not reasonably be expected to, individually or in the aggregate, have aCompany Material Adverse Effect.

(f) To the knowledge of the Company, none of Securities Corp, theCompany, itsSubsidiariesnor any of their respective directors, officers, employees, registered representatives or “associated persons” (as defined in the1934 Act) is the subject of any material disciplinary proceedings or Orders of anyGovernmental Authorityarising under applicableLawswhich would be required to be disclosed onForm BDor Form U4 or U5 of an associatedpersonthat are not so disclosed on suchForm BDor Form U4 or U5, and no such disciplinary proceeding orOrderis pending against Securities Corp, theCompanyor anySubsidiariesof theCompanyor threatened against Securities Corp, theCompanyor anySubsidiariesof theCompanyor pending or threatened against the otherPersonsreferred to above. Except as disclosed on theForm BDor Form U4 or U5, to the knowledge of the Company, none of Securities Corp, theCompany, itsSubsidiaries, or their respective directors, officers, employees, registered representatives or associated persons has been permanently enjoined by anyOrderfrom engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on theForm BDor Form U4 or U5, to the knowledge of the Company, none of Securities Corp, theCompany, itsSubsidiariesor their respective directors, officers, employees or associated persons is or has been ineligible to serve as aBroker-Dealeror an associatedpersonof a Broker-Dealer under Section 15(b) of the1934 Act (including being subject to any “statutory disqualification”, as defined in Section 3(a)(39) of the 1934 Act).

(g) Securities Corphas duly made or given all material filings, applications, notices and amendments with or to eachGovernmental Authoritythat regulatesSecurities Corpor its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects andSecurities Corphas received all material consents, Orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary inorderfor it to conduct its business as currently conducted in all material respects.

(h) TheCompanyhas made available toParenta list of all material customer complaints,includingthose reportable to FINRA pursuant to FINRA Rule 4530 or on any Form U4, which have been made from April 1, 2011 to the datehereofagainst the Company, Securities Corp or any of their representatives and which are set forth inSection 4.22(h) of theCompany Disclosure Letter. Except as set forth inSection 4.22(h) of theCompany Disclosure Letter, as of the date ofthis Agreement, no material customer complaints reportable pursuant to FINRA Rule 4530 or on Form U4 are pending, or to theCompany’sknowledge, threatened.

(i) Securities Corpis in compliance with all applicable regulatory net capital requirements and no distribution of cash is required to be made bySecurities Corpthat will result inSecurities Corpnot being in compliance with such applicable regulatory net capital requirements.Securities Corpisin compliance in all material respects with all applicableregulatory requirements for the protection of customer orClientfunds and securities.Securities Corphas not made any withdrawals from any reserve bank account it is required to maintain pursuant to SEC Rule 15c3-3(e), except as permitted by SEC Rule 15c3-3(g).

(j) Advisors Direct, Incorporated, a Massachusetts corporation and a wholly-owned Subsidiary of the Company, except as set forth onSection 4.22(j) of the Company Disclosure Letter, has no assets or liabilities, contingent or otherwise, and does not, and, since January 1, 2013, has not conducted any business activities.

Section 4.23. Investment Adviser Matters.

(a) A copy of Part 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services(the “Investment Adviser Subsidiary”) on file with theSECas of the date ofthis Agreement(the “Form ADVs”), have been made available toParent. TheForm ADVscomply in all material respects with the applicablerequirements of the Investment Advisers Act.

(b) TheInvestment Adviser Subsidiary (i)is, and at all times since it commenced investment advisory activities has been, duly registered as an “investment adviser” under theInvestment Advisers Actand the Investment Adviser Subsidiary has made state notice filings in each state where the conduct of its investment advisory activities requires such filings, except for any failure to be registered or to have made any filing would not be material, and (ii) is, and at all times has been, in material compliance with allLawsrequiring any such registration or filing and is not subject to any material liability or disability by reason of the failure to be so registered or to have made such filings.

(c) TheInvestment Adviser Subsidiaryhas adopted written policies and procedures pursuant to Rule 206(4)-7 under theInvestment Advisers Actthat are reasonably designed to prevent violations of theInvestment Advisers Act. TheInvestment Adviser Subsidiaryhas adopted a writtencodeof ethics pursuant to and in accordance with Rule 204A-1 under theInvestment Advisers Act. Material exceptions to and material violations of suchpolicies and procedures andcodeof ethics occurring since April 1, 2011 are set forth onSection 4.23(c) of the Company Disclosure Letter. Complete and correct copies of each of the policies and procedures andcodeof ethics set forth onSection 4.23(c) of theCompany Disclosure Letterhave been made available toParentin the form in effect on the date ofthis Agreement.

(d) Neither theInvestment Adviser Subsidiarynor, to the knowledge of the Company, any otherPerson“associated” (as defined in Section 202(a)(17) of theInvestment Advisers Act) with theInvestment Adviser Subsidiaryhas been subject to disqualification pursuant to Section 203 of theInvestment Advisers Actto serve as an “investment adviser” (as defined under theInvestment Advisers Act) or as an associatedpersonof an investment adviser (excluding, in each case, (i) theInvestment Adviser Subsidiaryor such associatedPerson to the extent it or such Personhas received exemptive relief from theSEC or the consent of the SEC to act as an investment adviser or a person associated with an investment adviser, in either case notwithstanding such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding such disqualification (if any) have been disclosed on theForm ADVs.

(e) TheInvestment Adviser Subsidiaryhas duly made or given all material filings, applications, notices and amendments with or to eachGovernmental Authoritythat regulates theInvestment Adviser Subsidiaryor its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects and theInvestment Adviser Subsidiaryhas received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary inorderfor it to conduct its business as currently conducted in all material respects.

(f) TheCompanyhas made available toParenta list of all material customer complaints which have been made from April 1, 2011 to the datehereofagainst theInvestment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiary, and which are set forth inSection 4.23(f) of theCompany Disclosure Letter. Except as set forth inSection 4.23(f) of theCompany Disclosure Letter, as of the date ofthis Agreement, no material customer complaints are pending, nor to theCompany’sknowledge, threatened.

(g) Except as set forth onSection 4.23(g) of theCompany Disclosure Letter, noAdvisory Contractexpressly requires the written consent of anyClientfor assignment of suchAdvisory Contract.

Section 4.24. Insurance Matters.

(a) ICC Insurance Agency, Inc.(“Insurance Agency”) (i) is, and at all times has been, duly registered, licensed or qualified as an insurance entity in each jurisdiction where the conduct of the business requires such registration, licensing or qualification, except for any failure to be so registered, licensed or qualified that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) is, and at all times has been,in compliance in all material respects with all applicable Lawsrequiring any such registration, licensing or qualification and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified.

(b) Each ofInsurance Agency’s officers, employees and independent contractors who is required to be registered, licensed or qualified with anyGovernmental Authorityto conduct the business of Insurance Agencyis duly and properly registered, licensed or qualified as such, and has been so registered, licensed or qualified at all times while in the employ or undercontractwithInsurance Agency, and such licenses are in full force and effect, or are in the process of being registered as such within the time periods required by applicableLaw, except as the failure to be so registered, licensed or qualified would not, or would not reasonably be expected to, individually or in the aggregate, have aCompany Material Adverse Effect.

(c) Insurance Agencyhas duly made or given all material filings, applications, notices and amendments with or to eachGovernmental Authoritythat regulatesInsurance Agencyor its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects andInsurance Agencyhas received all material consents, Orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary inorderfor it to conduct its business as currently conducted in all material respects.

(d) TheCompanyhas made available toParenta list of all material customer complaints, which have been made from April 1, 2011 to the datehereofagainst the Company,Insurance Agency or any of their representatives and which are set forth inSection 4.24(d) of theCompany Disclosure Letter. Except as set forth inSection 4.24(d) of theCompany Disclosure Letter, as of the date ofthis Agreement, no material customer complaints are pending, or to theCompany’sknowledge, threatened.

Section 4.25. Takeover Laws. No “fair price,” “moratorium,” “controlshare acquisition,” “business combination” or other similar anti-takeover statute or regulation (includingSection 203 of theDGCL) enacted under any federal, state, local or foreignLawsapplicable to theCompanyis or will be applicable tothis Agreement, theMergeror any of the other transactions contemplated bythis Agreement or to theLetter of Intent, dated October 1, 2013, between Parent and the Company (the “Letter of Intent”). TheCompany Boardhas taken all actions so that the restrictions contained in Section 203 of theDGCLapplicable to a “business combination” (as defined in Section 203 of the DGCL) do not and will not apply to the execution, delivery or performance ofthis Agreement, the Voting Agreement, the Letter of Intent or the consummation ofthe Merger and the other transactions contemplated hereby or thereby.

Section 4.26. Brokers’ Fees. Except for the SC Financial Advisor, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of anyCompany Entitywho is or might be entitled to any fee or commission from theCompanyor any of itsAffiliatesin connection with the transactions contemplated bythis Agreement.

Section 4.27. Opinion of Financial Advisor.TheSpecial Committeehas received the opinion ofCassel Salpeter & Co., LLC,financial advisorto the Special Committee(the “SCFinancial Advisor”), to the effect that, as of the date ofsuch opinion, and subject to certain assumptions, qualifications, limitations and other matters set forth in such opinion, the aggregateMerger Considerationto be received by the holders ofCompany Common Stock in the Merger pursuant to this Agreement is fair to such holdersfrom a financial point of view (such opinion, the “Fairness Opinion”). The SCFinancial Advisorhas consented to the inclusion of theFairness Opinion(and a summary thereof, to be reasonably approved by the SC Financial Advisor) in theProxy Statement/Prospectus.

Section 4.28. Absence of Certain Payments.During the last three years, none of theCompany, anySubsidiary of the Companyor any of their respective managers, directors, officers, agents, employees, orAffiliatesor any otherPersonsacting on their behalf have, in their capacity with or on behalf of theCompanyor anySubsidiary of the Company:(a)used or committed to use any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made or committed to make any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds,(b)accepted or received any unlawful contributions, payments, expenditures or gifts or(c)established or maintained any fund or asset that has not been recorded in the books and records of theCompany.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

OFPARENTAND MERGER SUB

Except (a) as set forth in the disclosure letter that has been prepared by the Parent Entities and delivered by Parent to the Company in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any Section of the Parent Disclosure Letter with respect to any Section or subsection ofArticle V of this Agreement shall be deemed disclosed with respect to any other Section or subsection ofArticle V of this Agreement to the extent such relationship is reasonably apparent on its face) or (b) as disclosed in publicly available Parent SEC Documents filed with or furnished to, as applicable, the SEC prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, and provided that no disclosure set forth in any such Parent SEC Documents shall be deemed to modify or qualify the representations and warranties set forth inSections 5.1,5.2,5.3,5.4 or5.10), Parent and Merger Sub represent and warrant to the Company as follows:

Section 5.1. Organization and Qualification; Organizational Documents.

(a) EachParent Entityis duly organized, validly existing and in good standing under theLawsof the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or equivalent power and authority to own, lease and operate its properties as it now does and to carry on its business as it is presently being conducted, except, with respect only to eachSubsidiaryofParentthat would not constitute a “significantsubsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures to be so organized, in good standing or have certain power and authority that,individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. EachParent Entityis duly qualified, licensed and in good standing in each other jurisdiction in which it is required to be so qualified, licensed or in good standing, except where the failure to be so qualified or licensed or in good standing,individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

(b) Complete and correct copies of the articles of incorporation, certificate of incorporation, by-laws and equivalent other organizational documents of each of the Parent Entities, as amended to date, have been made available to the Company, and no amendments thereto are pending as of the date hereof.

(c) Merger Sub is a newly formed entity that will not have engaged in any activities prior to the Effective Time, other than those related to the transactions contemplated by this Agreement.

Section 5.2. Authority.

Each of Parent and Merger Sub has all necessary corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The board of directors ofParent, at a meeting duly called and held,has adopted resolutions(i)authorizing and approving the execution, delivery and performanceof this Agreement and the transactions contemplated hereby,(ii)adoptingthis Agreementand(iii)approving and declaringadvisable, fair to and in the best interestsofParentand its stockholdersthis Agreement,the Merger, and the other transactions contemplated hereby.Parent, in its capacity as the sole member of Merger Sub,has taken all actions required for the execution ofthis AgreementbyMerger Suband to adopt and approvethis Agreementand to approve the consummation byMerger Subofthe Merger and the other transactions contemplated hereby. No other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, to perform their respective obligations hereunder, or to consummate the transactions contemplated hereby (other than the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and the DLLCA). Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, including the Merger and issuance of Parent Common Stock as Stock Consideration, requires any approval of the stockholders of Parent. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Section 5.3. Capital Structure.

(a) The authorized capital stock of theParentconsists of (i) 100,000,000 shares ofParent Common Stock, (ii) 100,000,000 shares of Class B common stock,$0.001 par value (the “Parent Class B Common Stock”) and (iii) 100,000,000 shares of preferred stock,$0.001 par value (the “Parent Preferred Stock”). At the close of business on theCutoff Date, (A) (w) 2,500,000 shares ofParent Common Stockwere issued and outstanding, (x) 24,000,000 shares ofParent Class B Common Stockwere issued and outstanding, (y) no shares ofParent Preferred Stockwere issued and outstanding, and (z) no other shares of capital stock were issued and outstanding, and (B)noshares of capital stock were held in treasury or owned by aSubsidiaryofParent. All of theParent Class B Common Stockis held by RCAP Holdings, LLC, a Delaware limited liabilitycompany. All outstanding shares ofParent Common StockandParent Class B Common Stockwere duly authorized and validly issued and are fully paid and non-assessable. All securities issued byParenthave been issuedin compliance in all material respects with applicable Law. At the close of business on theCutoff Date, 250,000 shares ofParent CommonStock were reserved for issuance under equity plans adopted byParent(excluding any such shares issuable upon exchange of operatingsubsidiaryunits held by RCAP Holdings, LLC (and cancellation of its corresponding shares ofParent Class B Common Stock)).

(b) Except as set forth onSection 5.3(b) of theParent Disclosure Letter and except for any obligations pursuant tothis Agreementor as set forth in subsection(a)above, (i)Parentdoes not have any shares of its capital stock issued, outstanding or reserved for issuance and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements,Contracts, undertakings or commitments of any kind relatingto capital stock or other equity or voting interestsofParentto whichParentis a party or otherwise obligatingParentto (A) issue, transferor sell any shares of capital stock or other equity or voting interestsofParentor securities convertible into or exchangeable for such shares or equity or voting interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right,agreement,Contract, undertaking or arrangement or (C)redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests.

(c) Parenthas noIndebtednessor other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders ofParenton any matter.

(d) Except as set forth in theParent SEC Documents, there are no stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to whichParentis a party or, toParent’sknowledge, among any security holders ofParentwith respect to securities ofParent, with respect to the voting or registration of the capital stock or other voting or equity interest ofParentor any preemptive rights with respect thereto.

Section 5.4. Subsidiaries.

(a) A true and complete list of all ofParent’sSubsidiaries, together with the jurisdiction of organization of each suchSubsidiaryand the percentage of outstanding equity of eachSubsidiaryowned byParentand any other Person, is set forth onSection 5.4(a) of theParent Disclosure Letter.

(b) Except as disclosed inSection 5.4(b) of theParent Disclosure Letter, there are no outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar rights, agreements,Contracts, undertakings or commitments of any kind relating to theissuance of capital stock or other equity or voting interestsof anySubsidiaryofParentto whichParentor any ofParent’sSubsidiariesis a party or otherwise obligatingParentor any ofParent’sSubsidiariesto (i) issue, transferor sell any shares of capital stock or other equity or voting interestsof any ofParent’sSubsidiariesor securities convertible into or exchangeable for such shares or equity or voting interests, (ii) grant, extend or enter into any such subscription, option, warrant, call, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, deferred stock awards, stock-based performance units, profits interests, or other similar right,agreement,Contract, undertaking or arrangement or (iii)redeem, repurchase, or otherwise acquire any such shares of capital stock or other equity or voting interests.

(c) None ofParent’sSubsidiarieshave outstandingIndebtednessor other obligations convertible or exchangeable into equity interests or otherwise giving the holders thereof the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders ofParentor the stockholders of any ofParent’sSubsidiarieson any matter.

(d) Except as set forth inSection 5.4(d) of theParent Disclosure Letter, there are no stockholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which any ofParent’sSubsidiariesis a party with respect to the voting or registration of the capital stock or other voting or equity interests of any ofParent’sSubsidiariesor any preemptive rights with respect thereto.

Section 5.5. No Conflicts.

(a) Except as set forth onSection 5.5(a) of theParent Disclosure Letter, the execution, delivery and performance ofthis Agreementby Parent and Merger Sub, as applicable, will not (i) conflict with the organizational or governing documents of anyParent Entity; (ii) conflict with, or result in the breach or termination of, or constitute a default under, or increase the obligations or diminish the rights of anyParent Entityunder, any materialContractto which anyParent Entityis a party or by which anyParent Entityor any of the properties or assets of anyParent Entityis bound; (iii) constitute a material violation of anyLaw, regulation orOrder applicable to anyParent Entity; or (iv) result in the creation of any materialLienupon any assets or equity interests of anyParent Entity.

(b) Except as set forth onSection 5.5(b) of theParent Disclosure Letter, the execution and delivery ofthis AgreementbyParentandMerger Subdoes not, and the performance ofthis AgreementbyParentandMerger Subwill not, require any consent, approval, authorization or permit of, or filing with or notification to, anyGovernmental Authority(includingwith respect toSubsidiariesofParent), except (i) the filing with theSECof (A) theForm S-4and declaration of effectiveness of theForm S-4and (B) such reports under, and other compliance with, the1934 Actand the1933 Actas may be required in connection withthis Agreement,the Merger and the other transactions contemplated hereby, (ii) the due filing of theCertificate of Mergerwith theDelaware Secretarypursuant to theDGCL, (iii) the filing with and approval by FINRA of Securities Corp’s Continuing Membership Application, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky”Laws, (v) such filings as may be required in connection with state and local transferTaxes, (vi) the filing with the SEC of an amended Form ADV of the Investment Adviser Subsidiary reflecting a change in Control Persons (within the meaning of Form ADV) and (vii) where a failure to obtain any such consents, approvals, authorizations or permits, or to make any such filings or notifications,individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Section 5.6. SEC Filings.

(a) Parenthas duly filed with or furnished to theSEC, and made available tothe Company(includingvia EDGAR), allParent SEC Documents. None of theParent SEC Documentsis the subject of an outstandingSECcomment letter or outstandingSECinvestigation as of the datehereof.

(b) As of its filing date (and as of the date of any amendment or superseding filing), eachParent SEC Documentcomplied, and eachParent SEC Documentfiled subsequent to the datehereofwill comply, as to form in all material respects with the applicable requirements of the1933 Actor1934 Act, as applicable.

(c) As of its filing date (or, if amended or superseded by a filing prior to the datehereof, on the date of such filing), eachParent SEC Documentdid not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary inorderto make the statements made therein, in the light of the circumstances underwhich they were made, not misleading. As of the date ofthis Agreement, noSubsidiaryofParentis separately subject to the requirement to file reports pursuant to Section 13 or 15(d) of the1934 Act.

(d) Since June 6, 2013,Parenthas complied in all material respects with the applicable listing and corporate governance requirements of theNYSE.

(e) TheParent Entitieshave established and maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the1934 Act) that are designed to provide reasonable assurance that material information relating to theParent Entitiesrequired to be included in reports under the1934 Actis made known to the chief executive officer and chief financial officer ofParentby others within those entities.

(f) TheParent Entitieshave established and maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the1934 Act) sufficient to provide reasonable assurance regarding the reliability ofParent’s financial reporting and the preparation ofParent’s financial statements for external purposes in accordance withGAAP.Parenthas disclosed, based on its most recent evaluation of internal controls prior to the datehereof, toParent’s auditors and audit committee and, toParent’sknowledge,Parent’s independent registered public accounting firm has not identified or been made aware of (i) any “significant deficiencies” and “material weaknesses” (as defined by thePublic Company Accounting Oversight Board) in the design or operation ofParent’s internal controls and procedures which are reasonably likely to adversely affectParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involvesParent’s management or other employees who have a significant role in internal controls.

(g) NoParent Entityhas any material liability or obligation that could be classified as an “off-balance sheet” arrangement under Item 303 of Regulation S-K promulgated by theSEC.

Section 5.7. Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements, if any, of Parent (the “Parent Financial Statements”) included or incorporated by reference in theParent SEC Documentsfairly present, in all material respects, the consolidated financial position ofParentand its consolidatedSubsidiariesas of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments and notes in the case of any unaudited interim financial statements). Except as required byGAAPor as disclosed in theParent SEC Documents, noParent Entityhas, between the last day of its most recently ended fiscal year and the datehereof, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. Since June 6, 2013, noParent Entityhas received any written advice or written notification from its independent registered accounting firm that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial statements or in the books and records of anyParent Entityany properties, assets, liabilities, revenues orexpensesin any material respect. Since June 6, 2013, noParent Entityhas had any material dispute with any of its auditors regarding accounting matters.

Section 5.8. Disclosure Documents.

(a) None of the information supplied or to be supplied in writing by or on behalf of anyParent Entityfor inclusion or incorporation by reference in (i) theForm S-4will, at the time such document is filed with theSEC, at any time such document is amended or supplemented or at the time such document is declared effective by theSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) theProxy Statement/Prospectuswill, at the date it is first mailed to the stockholders of theCompany, at the time of theStockholder Meeting, at the time theForm S-4is declared effective by theSECor at theEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances inwhich they were made, not misleading. All documents thatParentis responsible for filing with theSECin connection withthis Agreement,the Merger and the other transactions contemplated hereby, to the extent relating to anyParent Entityor other information supplied by or on behalf of anyParent Entityfor inclusion therein, will comply as to form, in all material respects, with the provisions of the1933 Actor1934 Act, as applicable, and the rules and regulations of theSECthereunder and each such document required to be filed with anyGovernmental Authority(other than theSEC) will comply in all material respects with the provisions of any applicableLawas to the information required to be contained therein.

(b) The representations and warranties contained in thisSection5.8will not apply to statements or omissions included in theForm S-4or theProxy Statement/Prospectusto the extent based upon information supplied toParentby or on behalf of anyCompany Entity.

Section 5.9. Absence of Certain Changes. Since June 6, 2013, there has not been any event, change or occurrence that,individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

Section 5.10. Litigation; Compliance with Laws. Except as set forth onSection 5.10 of theParent Disclosure Letter, there is no materialActionpending or, toParent’sknowledge, threatened, or anyOrderoutstanding, against anyParent Entityor any of anyParent Entity’s properties or assets, and, toParent’sknowledge, there is no basis for future materialActionsagainst anyParent Entityor any of their properties or assets. EachParent Entityis operating and has at all times operated its businessin compliance in all material respects with all applicable Laws, and neither anyParent Entitynor any director or officer of anyParent Entity, has received any written notice or otherwise hasknowledgeof any material violation of anyLaw.

Section 5.11. Taxes. Except as set forth onSection 5.11 of the Parent Disclosure Letter:

(a) All U.S. federal Income Tax Returns and other materialTax Returnsrequired byLawto be filed by anyParent Entityhave been timely filed with the appropriateTaxing Authority when due, all such Tax Returns were true, correct and complete in all material respects, and all materialTaxespayable by anyParent Entitythat were due and payable prior to theClosing Date(whether or not shown on a return) have been paid within the required time periods, other than those(i)currently payable without penalty or interest, or(ii)being contested in good faith by appropriate proceedings. No claim with respect to material Taxes has been made by a Taxing Authority in a jurisdiction in which any Parent Entity does not file Tax Returns that it is or may be subject to Tax in that jurisdiction.

(b) All material Taxes that any Parent Entity is or has been required by Law to withhold or collect for payment to a Taxing Authority on behalf of another Person, regardless of the characterization by any Parent Entity or the payee of the payments giving rise to such requirement or the characterization of the status of the payee as an employee, independent contractor, member or otherwise of any Parent Entity, have been duly withheld or collected, and have been paid to the proper Taxing Authority within the time prescribed by applicable Law.

(c) No Parent Entity has in effect as of the date of this Agreement, and will not have in effect as of the Closing Date, any waiver or extension of any statute of limitations, or any closing agreement or similar agreement with any Taxing Authority, with respect to material Taxes.

(d) There are no material claims pending against anyParent Entity or, to the knowledge of Parent, threatenedfor past dueTaxes. No audits, examinations or investigations or other proceedings in respect of any Tax of any Parent Entity is pending, or has been threatened in writing.

(e) No Parent Entity has participated (within the meaning of Treasury Regulations Section 1.6011-4(e)(3)) in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(f) There are no material Liens for material Taxes upon the assets of any Parent Entity other than in respect of any Tax liability not yet due and payable.

(g) No Parent Entity has (i) deferred the payment of material Taxes by the use of the cash, installment or a long-term contract method of accounting, (ii) been required to make an adjustment under Section 481 of the Code (or any corresponding or similar provision of state, local or foreign Law) because of a change of method of accounting or (iii) entered into any closing agreement or similar agreement, in each case requiring a payment of material Taxes in a Post-Closing Tax Period.

(h) No Parent Entity will be required to include amounts in income, or exclude items of deduction, after the Closing Date as a result of (i) any intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) arising or occurring on or prior to the Closing, (ii) any installment sale or open transaction disposition made prior to the Closing or (iii) the receipt of prepaid amounts by any Parent Entity prior to the Closing.

(i) Parent is not a “foreign person” within the meaning of Treasury Regulations Section 1.1445-2.

(j) No Parent Entity has requested, has received or is subject to any written ruling of a Taxing Authority or has entered into any written agreement with a Taxing Authority with respect to any material Taxes.

(k) No Parent Entity is a party to or is bound by any Tax Sharing Agreement. No Parent Entity has been a member of an affiliated group filing a consolidated U.S. federal Income Tax Return other than the Parent Federal Tax Group or a combined, consolidated, unitary or other affiliated group for state, local or foreign Tax purposes, and no Parent Entity has any liability for the material Taxes of any Person as a transferee or successor, by contract or otherwise, other than customary Tax indemnification or other arrangements contained in a commercial agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes.

(l) No Parent Entity has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement.

(m) No written power of attorney that has been granted by any Parent Entity (other than to any Parent Entity) currently is in force with respect to any matter relating to Taxes.

Section 5.12. Certain Contracts.

(a) Each Contract to which Parent or any of its Subsidiaries is a party as of the date hereof that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (collectively, the “Parent Contracts”) required to be filed with the SEC by Parent or any of its Subsidiaries has been filed with the SEC by Parent in accordance in all material respects with applicable Law.

(b) Each Parent Contract (i) is valid and binding on Parent or its applicable Subsidiary and, to the knowledge of Parent, the other party thereto, in all material respects, (ii) is enforceable against Parent or its applicable Subsidiary in accordance with its terms in all material respects (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing), and (iii) is in full force and effect in all material respects. Parent and each of its Subsidiaries, as applicable, and, to Parent’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Parent Contract. There are no material disputes pending or, to Parent's knowledge, threatened, with respect to any Parent Contract.

Section 5.13. Brokers’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of anyParent Entitywho might be entitled to any fee or commission fromParentor any of itsAffiliatesin connection with the transactions contemplated bythis Agreement.

Section 5.14. Sufficient Funds. At theEffective Time,ParentandMerger Subwill have available sufficient cash or lines of credit available to pay theCash Consideration, any cash in lieu of fractional shares ofParent Common Stockpursuant toSection3.14and any and all other amounts required to be paid in connection with the consummation of the transactions contemplated bythis Agreement,includingtheMerger,and any related fees andexpenses.

ARTICLE VI

COVENANTS AND AGREEMENTS

Section 6.1. Conduct of Business by the Company. From the datehereofuntil theEffective Time, theCompanyshall, and shall cause eachSubsidiaryof theCompanyto, except as otherwise expressly permitted bythis Agreement, as set forth inSection 6.1 of theCompany Disclosure Letteror as required byLaw, or to the extentParentshall otherwise consent in writing prior thereto, conduct its businessin the ordinary course consistent with past practice(includingwith respect to receivables collection and payables payment policies and practices) and, to the extent consistent with and not in violation of any other provisions of thisSection6.1, theCompanyshall (and shall cause eachSubsidiaryof theCompanyto) use its commercially reasonable efforts to(i)preserve substantially intact its present business organization,(ii) maintain in effect all materialCompany Permits,(iii)keep available the services of its officers and key employees and(iv)subject to the right ofcontractparties, to exercise applicable rights, maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. In addition, from the datehereofuntil theEffective Time, theCompanywill provideParentwith reasonable updates regarding material communications with its customers regardingcontractstatus, renewals and terminations unless such communication would violate applicableLawor an existing confidentiality provision in any writtenagreementbetween theCompanyand such customer. Without limiting the generality of the foregoing, from the datehereofuntil theEffective Time, except as otherwise expressly permitted bythis Agreement, as set forth inSection 6.1 of theCompany Disclosure Letteror to the extentParentshall otherwise consent in writing prior thereto, theCompanyshall not, nor shall it permit anySubsidiaryof theCompanyto:

(a) amend or propose to amend itsArticles, by-laws or other similar organizational documents, or adopt a “stockholder rights plan” or similar plan;

(b) (i) split, combine, reclassifyor subdivide any shares of its capital stock or other equity securities or ownership interests, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends paid by a direct or indirect wholly-ownedSubsidiaryof theCompanyto theCompanyor another direct or indirect wholly-ownedSubsidiaryof theCompanyor (iii) redeem, repurchase or otherwise acquire or offer toredeem, repurchase, or otherwise acquire any shares of capital stock or other equity securities or ownership interestsof theCompanyor anySubsidiaryof theCompanythat is not wholly-owned;

(c) issue, deliver, sell, grant or cause aLiento be placed upon any shares of its capital stock or other voting securities or equity interests, any securities convertible or exchangeable into any such shares, voting securities or equity interests, any options, warrants or other rights to acquire any such shares, voting securities, equity interests or convertible or exchangeable securities, any stock-based performance units, profits interests or any other rights that give anyPersonthe right to receive any economic interest of a nature accruing to the holders of theCompany Common Stockor any other class of capital stock, other than upon the exercise or settlement of theCompany Optionsoutstanding on theCutoff Datein accordance with their present term other than (i) the acquisition by theCompanyof shares ofCompany Common Stockin connection with the surrender of shares ofCompany Common Stockby holders ofCompany Optionsinorderto pay the exercise price of theCompany Optionin connection with the exercise of theCompany Options and (ii) the acquisition by theCompanyof shares ofCompany Common Stock in the ordinary course of business consistent with past practicein connection with the termination of service of holders (other than executive officers) ofCompany Options;

(d) incur any capital expenditures or any obligations or liabilities in respect thereof, in excess of$50,000in any calendar quarter or$250,000in the aggregate;

(e) acquire (bymerger, consolidation, share exchange, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, in each case, with a value in excess of$75,000in the aggregate, other than licenses ofLicensed Intellectual Property, inventory, supplies, equipment and other similar items in the ordinary course of business of theCompany Entitiesin a manner that is consistent with past practice;

(f) sell, lease or otherwise transfer, or create or incur anyLien(other thanPermitted Liens) on, any of theCompany Entities’ assets, securities, properties, interests or businesses, other than (i) the sale of equipment, inventory, products or servicesin the ordinary course of business consistent with past practice, or (ii) the licensing ofOwned Intellectual Property in the ordinary course of business consistent with past practice;

(g) make any loans, advances or capital contributions to, or investments in, any otherPerson, other than (i) loans, advances or capital contributions to, or investments in, wholly-ownedSubsidiariesof theCompany, (ii) advances of travel and other reasonable out-of-pocketexpensesto directors, officers and employeesin the ordinary course of business consistent with past practice and (iii) loans, advances or capital contributions associated with the recruiting and retention of new financial advisors as registered persons of a Company Entity, in each case not greater than $250,000 individually or $750,000 in the aggregate;

(h) (i) create, incur, assume or otherwise be liable with respect to anyIndebtednessfor borrowed money or guarantees thereof having an aggregate principal amount outstanding at any time greater than$75,000 in the aggregate (together with all otherIndebtednessfor borrowed money of theCompany Entities),(ii)amend, modify or refinance any of the foregoing, if any, or (iii) draw down on or request advances under any existing loan, line of credit or financing commitment;

(i) enter into, renew, amend or modify in any material respect or terminate anyMaterial Contractor otherwise waive, release or assign any material rights, claims or benefits of anyCompany Entitythereunder;provided,however, that the foregoing shall not prevent or preclude anyCompany Entityfrom (x) negotiating and/or renewingin the ordinary course of business consistent with past practiceany businessContractswhich expire upon their terms or (y) entering into anyclientor customer or supplier Contracts or agreementsin the ordinary course of business consistent with past practice, regardless of whether or not any suchContractoragreementwould constitute a MaterialContractif it had been entered into as of the datehereof;

(j) except to the extent required to comply withLawor as required to comply with anyEmployee Benefit Plan, (i) grant any new severance, retention, change incontrol, retirement or termination arrangement (or increase or otherwise amend any existing severance, retention, change incontrol, retirement or termination arrangement), other than providing standard severance or termination rights in connection with new hiresin the ordinary course of business consistent with past practiceand so long any such payments are not payable upon, do not increase as a result of, and are otherwise unrelated to, a change ofcontrolor similar transaction,includingthe transactions contemplated bythis Agreement, (ii) enter into any employment, deferred compensation or other similaragreement(or amend any such existingagreement), other than in connection with new hires or promotions below the level of officerin the ordinary course of business consistent with past practice, (iii) establish, adopt or amend (except as required byLaw) anyEmployee Benefit Plan, collective bargaining, or other benefit plan or arrangement, (iv) increase any compensation, bonus or other benefits payable to any director, officer, independent contractor or employee with an annual base salary in excess of$75,000 of anyCompany Entity, except for regularly scheduled increases to current employees madein the ordinary course of business consistent with past practiceor pursuant to an employmentagreementor arrangement in existence on the datehereof or (v) modify or otherwise alter the payroll practices or policies of anyCompany Entity;

(k) make any material change in theCompany’s fiscal year or financial methods of accounting, except as required by concurrent changes inGAAP, in Regulation S-X of the1934 Act orLawand agreed to by theCompany’s independent public accounting firm;

(l) commence or offer, propose, agree to or otherwise settle, pay, discharge, satisfy or waive(i)any material litigation, investigation, arbitration, proceeding or other claim involving or against anyCompany Entity(or its properties or assets),includingrelated toTaxes,(ii)any stockholder litigation, claim or dispute against the anyCompany Entity(or its properties or assets) or any of their officers or directors or(iii)any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated hereby in each case, with respect to clauses(i),(ii)and(iii), if such settlement would, in any single case, result in damages, fines or other penalties payable to or by theCompany Entitiesin excess of$250,000and other than as provided bySection6.6;

(m) permit the lapse of, or engage in anyactionthat constitutes a violation of, any materialCompany Permit;

(n) enter into any joint venture, partnership or similar arrangement or enter into any collective bargainingagreementor otheragreementwith a labor union or works council;

(o) implement anyactionwhich constitutes a “mass layoff” under theWARN Act;

(p) enter into a new line of business;

(q) make, change or rescind any materialelectionrelating toTaxes, change a material method ofTaxaccounting, file or amend any materialTax Return, settle or compromise any material federal, state, local or foreignTaxliability, audit, claim or assessment, enter into any materialclosing agreementrelated toTaxes, or knowingly surrender any right to claim any materialTaxrefund, except as required byLaw;

(r) fail to maintain in full force and effect material insurance policies covering theCompany Entitiesand their respective properties, assets and businesses in a form and amount consistent with past practice;

(s) adopt or enter into any plan oragreementof complete or partial liquidation or dissolution,merger, consolidation, restructuring, recapitalization or other reorganization of anyCompany Entity(other than the transactions contemplated bythis Agreement);

(t) engage in any transaction with, or enter into anyagreement, arrangement, or understanding with, directly or indirectly, any “related party” (as such term is defined inItem 404 of Regulation S-Kpromulgated under the1934 Act) or any of theCompany’sAffiliatesother than wholly-ownedSubsidiariesof theCompanyor pursuant to agreements in force on the date ofthis Agreementas set forth in theCompany Disclosure Letter;

(u) cause a diminution of the net capital of Securities Corp below the minimum regulatory net capital requirements, calculated in accordance with Rule 15c3-1 of the 1934 Act;

(v) fail to duly file all material reports and other material documents required to be filed withFINRA, theSECor any otherGovernmental Authority, subject to extensions permitted byLawor applicable rules and regulations; or

(w) authorize, commit, propose or agree to do or take, or enter into anyContract,agreement, commitment or arrangement to do or take, any of the foregoing.

Section 6.2. Preparation of Form S-4 and Proxy Statement/Prospectus;Stockholder Meetings.

(a) As promptly as reasonably practicable following the date ofthis Agreement,Parentshall prepare and cause to be filed with theSEC, theForm S-4, which willincludetheProxy Statement/Prospectusas a prospectus. Each of theCompany and Parent shall use its reasonable best effortsto (x) have theForm S-4declared effective under the1933 Actas promptly as practicable after such filing, (y) ensure that theForm S-4complies in all material respects with the applicable provisions of the1934 Actand the1933 Actand (z) keep theForm S-4effective for so long as necessary to complete theMerger. Each of theCompanyandParentshall furnish all information concerning itself, itsSubsidiaries, itsAffiliatesand the holders of its capital stock to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of theForm S-4 and Proxy Statement/Prospectus. TheForm S-4andProxy Statement/Prospectusshallincludeall information reasonably requested by such other party to be included therein. Each of theCompanyandParentshall promptly notify the other upon the receipt of any comments from theSECor any request from theSECfor amendments or supplements to theForm S-4orProxy Statement/Prospectus, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and itsRepresentatives, on the one hand, and theSEC, on the other hand, and all written comments with respect to theProxy Statement/Prospectusor theForm S-4received from theSECand advise the other party of any oral comments with respect to theProxy Statement/Prospectusor theForm S-4received from theSEC. Each of theCompany and Parent shall use its reasonable best effortsto respond as promptly as practicable to any comments from theSECwith respect to theProxy Statement/Prospectus,and Parent shall use its reasonable best effortsto respond as promptly as practicable to any comments from theSECwith respect to the Form S-4. Notwithstanding the foregoing, prior to filing theForm S-4(or any amendment or supplement thereto) or mailing theProxy Statement/Prospectus(or any amendment or supplement thereto) or responding to any comments from theSECwith respect thereto, each of theCompanyandParentshall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (includingthe proposed final version of such document or response).Parentshall advise theCompany, promptly after it receives notice thereof, of the time of effectiveness of theForm S-4, the issuance of any stoporderrelating thereto or the suspension of the qualification of theParent Common Stockissuable in connection with theMergerfor offering or sale in any jurisdiction, andParentandthe Company shall use their reasonable best effortsto have any such stoporderor suspension lifted, reversed or otherwise terminated.Parentshall also take any otheractionrequired to be taken under the1933 Act, the1934 Act, any applicable foreign or state securities or “blue sky”Lawsand the rules and regulations thereunder in connection with the issuance of theParent Common Stockin theMerger, and theCompanyshall furnish all information concerning theCompanyand the holders of theCompany Common Stockas may be reasonably requested in connection with any such actions.

(b) If, at any time prior to the receipt of theStockholder Approval, any information relating to theCompanyorParent, or any of their respectiveAffiliates, should be discovered by theCompanyorParentwhich, in the reasonable judgment of theCompanyorParent, should be set forth in an amendment of, or a supplement to, any of theForm S-4or theProxy Statement/Prospectus, so that any of such documents would notincludeany misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and theCompanyandParentshall cooperate in the prompt filing with theSECof any necessary amendment of, or supplement to, theProxy Statement/Prospectusor theForm S-4and, to the extent required byLaw, in disseminating the information contained in such amendment or supplement to stockholders of theCompany. Nothing in thisSection6.2(b)shall limit the obligations of any party underSection6.2(a). For purposes ofSection4.9and thisSection6.2, any information concerning or related to theCompany, itsAffiliatesor theStockholder Meetingwill be deemed to have been provided by theCompany, and any information concerning or related toParentor itsAffiliateswill be deemed to have been provided byParent.

(c) As promptly as practicable following the date ofthis Agreement, theCompanyshall, in accordance with applicableLawand its Articles and by-laws, establish a record date for, duly call, give notice of, convene and hold theStockholder Meeting.The Company shall use its reasonable best effortsto cause theProxy Statement/Prospectusto be mailed to the stockholders of theCompanyentitled to vote at theStockholder Meetingand to hold theStockholder Meetingas soon as practicable after theForm S-4is declared effective under the1933 Act. TheCompanyshall, through theCompany Board, recommend to its stockholders that they give theStockholder Approval,includesuch recommendation in theProxy Statement/Prospectusand solicit anduse its reasonable best effortsto obtain theStockholder Approval, except to the extent that theCompany Boardshall have made anAdverse Recommendation Changeas permitted bySection6.4(d). Notwithstanding the foregoing provisions of thisSection6.2(c), if, on a date for which theStockholder Meetingis scheduled, theCompanyhas not received proxies representing a sufficient number of shares ofCompany Common Stockto obtain theStockholder Approval, whether or not a quorum is present, theCompanyshall have the right to make one or more successive postponements or adjournments of theStockholder Meeting;provided that theStockholder Meetingis not postponed or adjourned to a date that is more than (i) thirty (30) days after the date for which theStockholder Meetingwas originally scheduled (excluding any adjournments or postponements required by applicableLaw) or (ii) one hundred twenty (120) days after the record date for theStockholder Meeting.

Section 6.3. Access to Information; Confidentiality.

(a) During the period between the date ofthis Agreementand the earlier to occur of theEffective Timeand the date, if any, on whichthis Agreementis terminated pursuant toArticleVIII(the “Interim Period”), to the extent permitted by applicableLaw, theCompanyshall, and shall cause each of the otherCompany Entitiesto, afford toParentand itsAffiliatesandRepresentativesreasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, commitments, personnel and records and, during such period, theCompanyshall, and shall cause each of the otherCompany Entitiesto, furnish reasonably promptly toParent(i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securitiesLawsand (ii) all other information (financial or otherwise) concerning its business, properties and personnel (except medical information) asParentmay reasonably request. Notwithstanding the foregoing, theCompanyshall not be required by thisSection6.3to provideParentor its Affiliates or Representatives with access to or to disclose information (w) relating to the consideration, negotiation and performance ofthis Agreementand related agreements, (x) that is subject to the terms of aconfidentiality agreementwith a third party entered into prior to the date ofthis Agreement(provided,however, thatthe Company shall use its reasonable best effortsto obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate anyLawor fiduciary duty (provided,however, thatthe Company shall use its reasonable best effortsto make appropriate substitute arrangements to permit reasonable disclosure not in violation of anyLawor fiduciary duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege (provided,however, that theCompanyshall allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege).

(b) Parentwill hold any nonpublic information,includingany information delivered pursuant to thisSection6.3, in confidence to the extent required by and in accordance with the terms of that certainConfidentiality Agreement, datedOctober 1, 2013 by and betweenParentandthe Company(the “Confidentiality Agreement”). Notwithstanding anythinghereinor in theConfidentiality Agreementto the contrary,Parentshall be permitted to file financial statements of anyCompany Entity(or any portion, extract or restatement thereof) in connection with any filings made byParentwith theSECafter the datehereof, as contemplated bySection 6.13.

Section 6.4. Company Acquisition Proposals.

(a) Subject to the other provisions of thisSection 6.4, during theInterim Period, theCompanyagrees that it shall not, and shall cause each of itsSubsidiariesnot to, and shall not authorize and shalluse reasonable best effortsto cause its and their officers and directors, managers or equivalent, and otherRepresentativesnot to, directly or indirectly through anotherPerson, (i) solicit, initiate, knowingly encourage or facilitate anyinquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of anyAcquisition ProposalorInquiry, (iii) approve or recommend anAcquisition Proposal, or enter into any letter of intent, memorandum of understanding,agreementin principle, acquisitionagreement,merger agreement, share purchaseagreement, asset purchaseagreement, share exchangeagreement, optionagreementor other similar definitiveagreement(other than anAcceptable Confidentiality Agreemententered into in accordance with thisSection 6.4)providing for or relating to anAcquisition Proposal(an “Alternative Acquisition Agreement”) or (iv) propose or agree to do any of the foregoing.

(b) Notwithstanding anything to the contrary in thisSection 6.4, at any time prior to obtaining theStockholder Approval, theCompanymay, directly or indirectly through anyRepresentative, in response to an unsolicitedbona fide writtenAcquisition Proposalby a Third Party made after the date ofthis Agreement(that did not result from a breach of thisSection 6.4) (i) furnish non-public information to such Third Party (and such Third Party’sRepresentatives) making anAcquisition Proposal(provided,however, that (A) prior to so furnishing such information, theCompanyreceives from the Third Party an executedAcceptable Confidentiality Agreementand (B) any non-public information concerning anyCompany Entitythat is provided to such Third Party shall, to the extent not previously provided toParentorMerger Sub, be provided toParentorMerger Subprior to or substantially at the same time that such information is provided to such Third Party) and(ii) engage in discussions or negotiations with such Third Party (and such Third Party’sRepresentatives) with respect to theAcquisition Proposalif, in the case of each of clauses (i)and(ii): (x) theCompany Board determines in good faith,after consultation with outside legal counsel andfinancial advisors, that suchAcquisition Proposalconstitutes, or is reasonably likely to result in, aSuperior Proposaland (y) theCompany Boarddetermines in good faith,after consultation with outside legal counsel, thatfailure to take suchactionwould be inconsistent with the directors’ duties under applicableLaw;provided,however, that in each of the foregoing clauses (i)and(ii), suchAcquisition Proposalwas not solicited in violation of thisSection 6.4.

(c) TheCompanyshall notifyParentpromptly (but in no event later than 24 hours) after receipt of anyAcquisition Proposalor any request for nonpublic information relating to anyCompany Entityby any Third Party, or anyInquiryfrom anyPersonseeking to have discussions or negotiations with theCompanyrelating to a possibleAcquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making theAcquisition Proposal, request orInquiryand the material terms and conditions of anyAcquisition Proposals,Inquiries, proposals or offers (includinga copy thereof if in writing and any related documentation or correspondence). TheCompanyshall also promptly, and in any event within 24 hours, notifyParentorally and in writing, if it enters into discussions or negotiations concerning anyAcquisition Proposalor provides nonpublic information or data to anyPersonin accordance with thisSection6.4(c)and keepParentinformed of the status and material terms of any such proposals, offers, discussions or negotiations on a current basis,includingby providing a copy of all material documentation or material correspondence relating thereto.

(d) Except as permitted by thisSection 6.4(d), theCompany Board shall not(i) withhold, withdraw or modify or qualify in a manner adverse toParentorMerger Sub(or publicly propose to withhold, withdraw or modify or qualify in a manner adverse toParentorMerger Sub), theCompany Recommendation,(ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) anyAcquisition Proposal,(iii) fail toincludetheCompany Recommendationin theProxy Statement/Prospectus,(iv) fail to publicly recommend against anyAcquisition Proposalwithin ten (10) Business Daysof the request ofParentand/or reaffirm theCompany Recommendationwithin ten (10) Business Daysof the request ofParent(any of the actions described in clauses (i),(ii),(iii)and(iv) of thisSection 6.4(d), an “Adverse Recommendation Change”) or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit theCompanyto enter into, anyAlternative Acquisition Agreement(other than anAcceptable Confidentiality Agreemententered into in accordance with thisSection 6.4). Notwithstanding anything to the contrary set forth inthis Agreement, at any time prior to obtaining theStockholder Approval, theCompany Boardshall be permitted to effect anAdverse Recommendation Changeif theCompany Board (x) has received an unsolicitedbona fideAcquisition Proposal(that did not result from a breach of thisSection6.4)that, in the good faith determination of theCompany Board,after consultation with outside legal counsel andfinancial advisors, constitutes aSuperior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered byParentandMerger Subpursuant toSection 6.4(e), and suchAcquisition Proposalis not withdrawn, and (y) determines in good faith,after consultation with outside legal counsel, thatfailure to take suchactionwould be inconsistent with the directors’ duties under applicableLaw, and in such case theCompanymay (i) terminatethis Agreementpursuant toSection8.1(c)(ii), (ii) make anAdverse Recommendation Changeand/or (iii) approve or recommend suchSuperiorProposal to theCompany’s stockholders and, in the case of a termination, theCompanymay immediately prior to or concurrently with such termination ofthis Agreement, enter into anAlternative Acquisition Agreementwith respect to suchSuperior Proposal(provided, that in the event of any such termination, theCompanycomplies with its obligation to pay theTermination Feepursuant toSection8.3(a)).

(e) TheCompany Boardshall not be entitled to effect anAdverse Recommendation Changepursuant toSection 6.4(d)unless (i) theCompanyhas provided a written notice (a “Notice of Superior Proposal”) toParentandMerger Subthat theCompanyintends to take suchaction, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, theSuperior Proposalthat is the basis of suchaction(it being understood that such material terms shallincludethe identity of the Third Party), (ii) during the five (5) Business Dayperiod followingParent’s andMerger Sub’s receipt of theNotice of Superior Proposal, theCompanyshall, and shall cause itsRepresentativesto, negotiate withParentandMerger Subin good faith (to the extentParentandMerger Subdesire to negotiate) to make such adjustments in the terms and conditions ofthis Agreementso that suchSuperior Proposalceases to constitute aSuperior Proposaland (iii) following the end of the five (5) Business Dayperiod, theCompany Boardshall have determined in good faith,after consultation with outside legal counsel and financialadvisors, taking into account any changes tothis Agreementproposed in writing byParentandMerger Subin response to theNotice of Superior Proposalor otherwise, that theSuperior Proposalgiving rise to theNotice of Superior Proposalcontinues to constitute aSuperior Proposaland,after consultation with outside legal counsel, thatfailure to take suchactionwould be inconsistent with the directors’ duties under applicableLaw. Any amendment to the financial terms or any other material amendment of suchSuperior Proposalshall require a newNotice of Superior Proposal, and theCompanyshall be required to comply again with the requirements of thisSection 6.4(e);provided,however, that references to the five (5) Business Dayperiod above shall then be deemed to be references to a three (3) Business Dayperiod.

(f) Nothing contained in thisSection 6.4or elsewhere inthis Agreementshall prohibit theCompanyor theCompany Board, directly or indirectly through itsRepresentatives, from disclosing to theCompany’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the1934 Actor making any disclosure to its stockholders if theCompany Boardhas determined,after consultation with outside legal counsel, thatthe failure to do so would be inconsistent with applicableLaw;provided,however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the1934 Act, an express rejection of any applicableAcquisition Proposalor an express reaffirmation of theCompany Recommendationto theCompany’s stockholders in favor of theMergershall be deemed to be anAdverse Recommendation Change.

(g) TheCompanyshall, and shall cause itsSubsidiaries, and its and their officers and directors, managers or equivalent, and otherRepresentativesto (i) immediately cease any existing discussions, negotiations or communications with anyPersonconducted heretofore with respect to anyAcquisition Proposaland (ii) take suchactionas is necessary to enforce any confidentiality provisions to which anyCompany Entityis a party or of which anyCompany Entityis a beneficiary.The Company shall use commercially reasonable effortsto cause allThird Partieswho have been furnished confidential information regarding anyCompany Entityin connection with the solicitation of or discussions regarding anAcquisition Proposalwithin the six (6) months prior to the date ofthis Agreementto promptly return or destroy such information.

(h) For purposes ofthis Agreement:

(i) “Acceptable Confidentiality Agreement” means a confidentiality agreement that contains provisions as to the treatment of confidential information that are no less favorable in any material respect to the Company and the other Company Entities than those contained in the Confidentiality Agreement;provided,however, that such confidentiality agreement shall expressly permit any Company Entity’s compliance with any provision of this Agreement, and shall not contain any provision that adversely affects the rights of the Company Entity thereunder upon compliance by the Company Entity with any provision of this Agreement.

(ii) “Acquisition Proposal” means any proposal or offer from any Third Party to engage in, whether in one transaction or a series of related transactions, (A) anymerger, consolidation, share exchange, business combination or similar transaction involving anyCompany Entity, (B) any sale, lease, exchange, mortgage, pledge, license, transfer or other disposition, directly or indirectly, bymerger, consolidation, sale of equity interests, share exchange, joint venture, business combination or otherwise, of any assets of anyCompany Entityrepresentingtwenty percent (20%) or more of the consolidated assets of theCompany Entities, taken as a whole as determined on a book-value basis, (C) any issue, sale or other disposition of (includingby way ofmerger, consolidation, joint venture, business combination, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representingtwenty percent (20%) or more of the voting power of theCompany, (D) any tender offer or exchange offer in which anyPersonor “group” (as such term is defined inRule 13d-3 promulgated under the1934 Act) shall seek to acquire beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the1934 Act), or the right to acquire beneficial ownership, oftwenty percent (20%) or more of the outstanding shares of any class of voting securities of theCompany, (E) any recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to theCompanyin which a Third Party shall acquire beneficial ownership oftwenty percent (20%) or more of the outstanding shares of any class of voting securities of theCompanyor (F) any transaction which is similar in form, substance or purpose to any of the foregoing transactions;provided,however, that the term “Acquisition Proposal” shall notincludetheMergeror the other transactions contemplated bythis Agreement.

(iii) “Superior Proposal” means abona fide writtenAcquisition Proposal(except that, for purposes of this definition, the references in the definition of “Acquisition Proposal” to “twenty percent (20%)” shall be replaced by “fifty percent (50%)”) made by a Third Party on terms that theCompany Board determines in good faith, after consultation with theCompany’s outside legal counsel and financial advisors, taking into account all financial, legal, regulatory and any other aspects of the transaction described in such proposal,includingthe identity of thePersonmaking such proposal, any break-up fees, expense reimbursement provisions and conditions to consummation, as well as any changes to the financial terms ofthis Agreementproposed byParentandMerger Subin response to such proposal or otherwise, to be (A) more favorable to theCompanyand theCompany’s stockholders (solely in their capacity as such) from a financial point of view than the transactions contemplated bythis Agreement, (B) fully financed and (C) reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the terms proposed.

Section 6.5. AppropriateAction; Consents; Filings.

(a) Upon the terms and subject to the conditions set forth inthis Agreement, theCompanyandParentshall and shall cause the otherCompany Entitiesand the otherParent Entities, respectively, touse its or their reasonable best effortsto take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicableLawor pursuant to any Contractoragreementto consummate and make effective, as promptly as practicable,the Merger and the other transactions contemplated by this Agreement,including(i) the taking of all actions necessary to cause the conditions toClosingset forth inArticleVIIto be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents and approvals fromGovernmental Authoritiesor otherPersonsnecessary in connection with the consummation ofthe Merger and the other transactions contemplated by this Agreement(includingtheContinuing Membership Application of Securities Corp) and the making of all necessary registrations and filings (includingfilings withGovernmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid anactionor proceeding by, anyGovernmental Authorityor otherPersonsnecessary in connection with the consummation ofthe Merger and the other transactions contemplated by this Agreement(includingpromptly responding to all requests by aGovernmental Authorityor otherPersonfor additional information in support of any such filing or request for approval or waiver) and (iii) the execution and delivery of any additional instruments necessary to consummatethe Merger and the other transactions contemplated by this Agreementand to fully carry out the purposes ofthis Agreement. Without limitation to the foregoing, within 14 days of the execution ofthis Agreement, theCompanywill prepare and file Securities Corp’s Continuing Membership Application with FINRA pursuant to FINRA (NASD)Rule 1017in connection withthe Merger and the other transactions contemplated hereby.

(b) In connection with and without limiting the foregoing, each ofParentand theCompanyshall give (or shall cause the otherParent Entitiesor the otherCompany Entities, respectively, to give) any notices to third parties, and each of theParent Entitiesand theCompanyshall use, and cause each of their respectiveAffiliatestouse, its or their reasonable best effortsto obtain any third party consents not covered bySection6.5(a)that are necessary, proper or advisable to consummate theMerger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to anyinquiryfrom aGovernmental Authority,includingpromptly informing the other parties of suchinquiry, consulting in advance before making any presentations or submissions to aGovernmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and anyGovernmental Authoritywith respect tothis Agreement. To the extent reasonably practicable, the parties or theirRepresentativesshall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of theirAffiliatesthat appears in any filing made with, or written materials submitted to, anyGovernmental Authorityin connection withthe Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties hereto shall, nor shall they permit their respectiveRepresentativesto, participate independently in any meeting or engage in any substantive conversation with anyGovernmental Authorityin respect of any filing, investigation or otherinquirywithout giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicableLaw, without giving the other parties the opportunity to attend or participate (whether by telephone or inperson) in any such meeting with suchGovernmental Authority. Notwithstanding the foregoing, obtaining any approval or consent from any third party pursuant to thisSection6.5(b)shall not be a condition to the obligations ofParentandMerger Subto consummate theMerger.

(c) Without limiting the generality ofSection6.5(a)and(b),the Company will use its reasonable best effortsto obtain the consents and approvals required under theInvestment Advisers Act(includingtheSEC’s interpretive guidance thereof) to effect the assignment or continuation of theAdvisory Contractsfollowing theClosing. If consent of a Client in relation to anAdvisory Contractis required under theInvestment Advisers Act (including the SEC’s interpretive guidance thereof) or by suchAdvisory Contractas a result of the transactions contemplated bythis Agreement, as soon as reasonably practicable following the date ofthis Agreement(but in no event later than 30 days after the date ofthis Agreement), theCompanyshall send a written notice, substantially in the form attached hereto asExhibit A (the “Initial Negative Consent Notice”). Within 45 days of sending theInitial Negative Consent Notice, theCompanyshall send a written notice toClientsthat received theInitial Negative Consent Noticereminding each suchClientof each of the matters set forth in theInitial Negative Consent Notice.

(d) Notwithstanding anything to the contrary inthis Agreement, in connection with obtaining any approval or consent from anyPerson(other than anyGovernmental Authority) with respect to theMerger, none of the parties hereto, any of the otherCompany Entitiesor any of the otherParent Entities, or any of the their respectiveRepresentatives, shall be obligated to pay or commit to pay to suchPersonwhose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to suchPerson(unless expressly required by a writtenagreementthat was entered into prior to the datehereofwith suchPerson). The parties shall cooperate with respect to accommodations that may be requested or appropriate to obtain such consents.

Section 6.6. Notification of Certain Matters; Transaction Litigation.

(a) TheCompanyshall give prompt notice toParent, andParentshall give prompt notice to theCompany, of any notice or other communication received by such party from anyGovernmental Authorityin connection withthis Agreement, theMergeror the other transactions contemplated bythis Agreement, or from anyPersonalleging that the consent of suchPersonis or may be required in connection with theMergeror the other transactions contemplated bythis Agreement.

(b) TheCompanyshall give prompt notice toParent, andParentshall give prompt notice to theCompany, if (i) any representation or warranty made by it contained inthis Agreementbecomes untrue or inaccurate such that the applicableclosingconditions would reasonably expected to be incapable of being satisfied by theOutside Dateor (ii) it fails to comply with or satisfy in any material respect any covenant, condition oragreementto be complied with or satisfied by it underthis Agreement;provided,however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties underthis Agreement. Without limiting the foregoing, theCompanyshall give prompt notice to theParent Entities, and theParent Entitiesshall give prompt notice to theCompany, if, to theknowledgeof such party, the occurrence of any state of facts, change, development, event or condition would cause, or reasonably be expected to cause, any of the conditions toClosingset forthhereinnot to be satisfied or satisfaction to be materially delayed. Notwithstanding anything to the contrary inthis Agreement, the failure by theCompanyor theParent Entitiesto provide such prompt notice under thisSection6.6(b)shall not constitute a breach of this covenant for purposes ofSection7.2(b)orSection7.3(b).

(c) TheCompanyshall give prompt notice toParent, andParentshall give prompt notice to theCompany, of anyActioncommenced or, to such party’sknowledge, threatened against, relating to or involving such party or any of the otherCompany Entitiesor the otherParent Entities, respectively, which relate tothis Agreement, theMergeror the other transactions contemplated bythis Agreement. TheCompanyshall giveParentthe opportunity to reasonably participate in the defense and settlement of any stockholder litigation against theCompanyand/or their directors relatingto this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to withoutParent’s prior writtenconsent (which consent shall not be unreasonably withheld, conditioned or delayed).Parentshall give theCompanythe opportunity to reasonably participate in the defense and settlement of any stockholder litigation against theParent Entitiesand/or their directors relatingto this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without theCompany’s prior writtenconsent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.7. Public Announcements. The parties hereto shall, to the extent reasonably practicable, consult with each other before issuing any press release or otherwise making any public statements or filings with respect tothis Agreementor any of the transactions contemplated hereby, and none of the parties shall issue any such press release or make any such public statement or filing prior to obtaining the other parties’consent (which consent shall not be unreasonably withheld, conditioned or delayed);provided,however, that a party may, without obtaining the other parties’ consent, issue such press release or make such public statement or filing as may be required byLaw,Orderor the applicable rules of any stock exchange or the applicable provisions of any listingagreementof any party hereto. If for any reason it is not practicable to consult with the other party before making any public statement with respect tothis Agreementor any of the transactions contemplated hereby, then the party making such statement shall not make a statement that is inconsistent with public statements or filings to which the other party had previously consented;provided,further, that such consultation and consent shall not be required with respect to any release, filing, communication or announcement specifically permitted bySection6.4 orSection 6.13.

Section 6.8. Directors’ and Officers’ Indemnification and Insurance.

(a) From and after theEffective Time, theSurviving Entityshall provide exculpation, indemnification and advancement ofexpensesfor eachIndemnitee, with respect to actions or omissions prior to theEffective Time, which is at least as favorable in scope and amount to suchIndemniteeas the exculpation, indemnification and advancement ofexpensesprovided to suchIndemniteeimmediately prior to theEffective Timein the Articles and by-laws of theCompanyas in effect on the date ofthis Agreement.

(b) Without limiting the provisions ofSection6.8(a), during the period commencing as of theEffective Timeand ending on the sixth (6^th) anniversary of theEffective Time, theSurviving Entityshall (andParentshall cause theSurviving Entityto): (i) indemnify, defend and hold harmless eachIndemniteeagainst and from any costs orexpenses(includingattorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with anyAction, to the extent suchActionarises out of or pertains to (x) anyactionor omission or allegedactionor omission in suchIndemnitee’s capacity as an officer or director of anyCompany Entity or (y) this Agreementor any of the transactions contemplated hereby,includingtheMerger; and (ii) pay in advance of the final disposition of any suchActiontheexpenses(includingattorneys’ fees and anyexpensesincurred by anyIndemniteein connection with enforcing any rights with respect to indemnification) of anyIndemniteeupon receipt of an undertaking by or on behalf of suchIndemniteeto repay such amount if it shall ultimately be determined that suchIndemniteeis not entitled to be indemnified. Notwithstanding anything to the contrary set forth inthis Agreement,Parentand theSurviving Entity(i) shall not be liable for any settlement effected without their prior writtenconsent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligationhereunderto anyIndemniteeto the extent that a court of competent jurisdiction shall determine in a final and non-appealableorderthat such indemnification is prohibited by applicableLaw, in which case theIndemniteeshall promptly refund toParentor theSurviving Entitythe amount of all suchexpensestheretofore advanced pursuant hereto.

(c) Prior to theEffective Time, theCompanyshall or, if theCompanyis unable to,Parentshall cause theSurviving Entityas of theEffective Timeto, obtain an extension of the coverage afforded by theCompany’s existing directors’ and officers’ liability insurance policies and theCompany’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case, for a claims reporting or discovery period of at least six (6) years from and after theEffective Timewith respect to any claim related to any period of time at or prior to theEffective Timefrom one or more reputable insurance carriers with terms, conditions and retentions that are no less favorable in the aggregate than the coverage provided under theCompany’s existing policies and with limits of liability that are no lower than the limits on theCompany’s existing policies as long as the annual premium in the aggregate does not exceed in any one year two hundred percent (200%) of the annual aggregate premium(s) paid most recently by theCompany(which aggregate premiums are hereby represented and warranted by theCompanyto be$178,500);provided that if the annual premiums of such insurance coverage exceed such amount, theSurviving Entityshall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to theEffective Time, for a cost not exceeding such amount.

(d) TheIndemniteesto whom thisSection6.8applies are intended to be third-party beneficiaries of thisSection6.8. The provisions of thisSection6.8are intended to be for the benefit of eachIndemniteeand his or her successors, heirs, executors, trustees, fiduciaries, administrators or representatives.

(e) In the event thatParentor theSurviving Entityor any of its successors or assigns consolidates with or merges into any otherPersonand shall not be the continuing or surviving corporation or entity of such consolidation ormerger, or transfers or conveys all or a majority of its properties and assets to anyPerson, then, and in each such case, proper provision shall be made so that the successors and assigns ofParentor theSurviving Entity, as applicable, shall succeed to the obligations set forth in thisSection6.8.

Section 6.9. Section 16 Matters. Assuming that theCompanydelivers toParent, in a timely fashion prior to theEffective Time, all requisite information necessary forParentandMerger Subto take the actions contemplated by thisSection6.9, theCompany,ParentandMerger Subeach shall take all such steps as may be necessary or appropriate to ensure that(a) any dispositions ofCompany Common Stock(includingderivative securities related to such stock) resulting fromthe Merger and the other transactions contemplated by this Agreementby each individual who is subject to the reporting requirements of Section 16(a) of the1934 Actwith respect to theCompanyimmediately prior to theEffective Timeare exempt under Rule 16b-3 promulgated under the1934 Act and(b) any acquisitions ofParent Common Stock(includingderivative securities related to such stock) resulting fromthe Merger and the other transactions contemplated by this Agreementby each individual who may become subject to the reporting requirements of Section 16(a) of the1934 Actwith respect toParentare exempt under Rule 16b-3 promulgated under the1934 Act.

Section 6.10. Stock Exchange Listing.Parent shall use its reasonable best effortsto cause the shares ofParent Common Stockto be issued in theMergerto be approved for listing on theNYSE, subject to official notice of issuance, prior to theEffective Time.

Section 6.11. Termination of Company Stock Plans.Unless otherwise notified by Parent in writing, prior to the Effective Time, the Company shall take or cause to be taken any and all actions necessary or appropriate to terminate each of the Company Stock Plans effective no later than immediately prior to the Effective Time.

Section 6.12. Employee Matters.

(a) Parent acknowledges that after the Effective Time, Parent and its applicable Subsidiaries, including the Surviving Entity, shall, by operation of Law in connection with the consummation of the transactions contemplated hereby, assume the Employee Benefit Plans and the liabilities thereunder in accordance with their terms, subject to any termination, amendment or alteration that may be permitted by such terms or as permitted herein.

(b) For purposes of vesting, eligibility to participate and calculation of vacation and sick leave under the employee benefits plans of Parent and its Subsidiaries covering a current employee of the Company that continues to be employed by Parent or any of its Subsidiaries following Closing, including the Surviving Entity (“Continuing Employee”), after the Effective Time, each Continuing Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Employee Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time. For the calendar year in which the Effective Time occurs, Parent and its Subsidiaries shall allow each Continuing Employee to utilize his or her earned and unused vacation as of the Effective Time during the remainder of such calendar year subject to scheduling and subject to any requirements of applicable Law.

(c) As of the Closing, Parent shall, or shall cause its Subsidiaries to, provide the Continuing Employees, other than those Company employees that enter into employment agreements with the Company (as the surviving entity of the Merger) as of the date of this Agreement, with base salary or hourly wage rates, as applicable, and bonus opportunities that are substantially comparable in the aggregate to the base salary or hourly wage rates, as applicable, and bonus opportunities provided to the Continuing Employees by the Company or other Company Entity as of immediately prior to Closing.

(d) ThisSection 6.12 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in thisSection 6.12, express or implied, shall confer upon any other Person, including any Continuing Employee, any rights or remedies of any nature whatsoever under or by reason of thisSection 6.12. Except as provided inSection 6.12(b), nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Entity, Parent or any of their affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in thisSection 6.12 shall not create any right in any Company employee or any other Person to any continued employment with the Surviving Entity, Parent or any of their affiliates or compensation or benefits of any nature or kind whatsoever and that following the Closing, the Surviving Entity, Parent and each of their affiliates may freely terminate or cause to be terminated the employment of any Continuing Employee at any time. Without limiting the generality of the foregoing, Continuing Employees are not intended to be third party beneficiaries under, and shall have no rights in respect of, any of the provisions of this Agreement, including the provisions of thisSection 6.12.

Section 6.13. Financing and Financial Statement Cooperation. Prior to theEffective Time, theCompanyshall, and shall cause the otherCompany Entitiesto, cooperate with theParent Entitiesand their lenders in connection with the efforts of theParent Entities(if any) to obtain debt financing for (in whole or part) satisfyingParent’s obligations to pay theCash Considerationand any other amounts due by theParent Entities hereunder. TheCompanyshall, and shall cause itsSubsidiariesto, cooperate withParentin a timely manner as reasonably requested byParentin connection with(a) Parent’s preparation of historical financial statements and pro forma financial information involving the Company Entities pursuant to Regulation S-X under the1933 Actand(b)the timely filing of any other financial statements and pro forma financial information with theSECunder the1933 Actor the1934 Actand for any securities offerings byParentor itsAffiliatesfor which such financial information is reasonably necessary or advisable, in each caseincluding(i) permittingParentto use any audited or unaudited financial statements of theCompany Entitiesavailable, (ii) facilitating the delivery from theCompany’s orParent’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with the foregoing, (iii) facilitating the delivery from theCompany’s independent public accountants of relevant consent letters necessary in connection with the foregoing and (iv) if any requested financial statements are not available, assistingParentand its independent public accountants in the preparation of such financial statements.

Section 6.14. Takeover Laws.The Company and Parent shall each use its reasonable best effortsto ensure that(a)no restriction of the type described inSection4.25is or becomes applicable tothis Agreement, theMerger, theVoting Agreementor any of the other agreements or transactions contemplated hereby or thereby and(b)if any such restriction is or becomes applicable tothis Agreement, theVoting Agreementor any of the other agreements or transactions contemplated hereby or thereby,use its reasonable best effortsto ensure thatthe Merger and the other transactions contemplated herebymay be consummated as promptly as reasonably practicable consistent with applicableLawand on the terms contemplated bythis Agreementand otherwise to minimize the effect of such restriction with respect tothis Agreement, theMerger,the Voting Agreement and the other agreements and transactions contemplated herebyand thereby.

Section 6.15. Conduct of Business by Parent. From the date of this Agreement through the Effective Time, Parent shall not, except as otherwise expressly permitted by this Agreement or as to which the Company shall otherwise consent in writing prior thereto, amend its certificate of incorporation in a manner that would have, or would reasonably be expected to have, a material adverse effect on the Holders’ rights under this Agreement to receive the Merger Consideration.

ARTICLE VII

CONDITIONS

Section 7.1. Conditions to the Obligations of Each Party. The respective obligations of each party to effect theMergerand to consummate the other transactions contemplated bythis Agreementshall be subject to the satisfaction or (to the extent permitted byLaw) waiver by each of the parties, at or prior to theEffective Time, of the following conditions:

(a) Stockholder Approval. TheStockholder Approvalshall have been obtained.

(b) No Restraints. NoLaw,Order(whether temporary, preliminary or permanent) or other legal restraint or prohibition entered, enacted, promulgated, enforced or issued by anyGovernmental Authorityof competent jurisdiction shall be in effect that prohibits, makes illegal, enjoins, or otherwise restricts, prevents or prohibits the consummation of theMergeror otherwise restrains, enjoins, prevents, prohibits or makes illegal the acquisition of some or all of the shares ofCompany Common StockbyParent.

(c) Form S-4. TheForm S-4shall have been declared effective by theSECunder the1933 Actand no stopordersuspending the effectiveness of theForm S-4shall have been issued by theSECand no proceedings for that purpose shall have been initiated or threatened by theSECthat have not been withdrawn.

(d) FINRA.FINRAshall have delivered toSecurities Corpits written approval ofSecurities Corp’s Continuing Membership Application pursuant to FINRA (NASD) Rule 1017in connection withthe Merger and the other transactions contemplated hereby.

Section 7.2. Conditions to the Obligations ofParentand Merger Sub. The respective obligations ofParentandMerger Subto effect theMergerand to consummate the other transactions contemplated bythis Agreementare subject to the satisfaction or (to the extent permitted byLaw) waiver byParent, at or prior to theEffective Time, of the following additional conditions:

(a) Representations and Warranties. (i) The representations and warranties set forthinSection4.1(Organization and Qualification;Organizational Documents),Section4.2(Authority),Section4.5(a)(i)(NoConflicts),Section4.25(Takeover Laws),Section 4.26(BrokerFees) andSection4.27(Opinion ofFinancial Advisor) shall be true and correct in all material respects as of the date ofthis Agreementand as of theEffective Time, as though made as of theEffective Time, (ii) the representations and warranties set forthSection 4.3(Capital Structure) andSection4.4(Subsidiaries) shall be true and correct in all but de minimis respects as of the date ofthis Agreementand as of theEffective Time, as though made as of theEffective Time, and(iii) each of the other representations and warranties of theCompanycontained inthis Agreementshall be true and correct as of the date ofthis Agreementand as of theEffective Time, as though made as of theEffective Time, except (x) that, in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date and (y) in the case of clause (iii),for any failure of such representations or warranties to be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications set forth therein) that does not have, and would not reasonably be expected to have, individually or in the aggregate, aCompany Material Adverse Effect.

(b) Agreementsand Covenants. TheCompanyshall have performed or complied in all material respects with all agreements and covenants required bythis Agreementto be performed or complied with by it on or prior to theClosing Date.

(c) Officers’ Certificate. TheCompanyshall have delivered toParentacertificate, dated the date of theClosingand signed by its chief executive officer and chief financial officer on behalf of theCompany, certifying to the effect that the conditions set forth inSections7.2(a),7.2(b),7.2(d),7.2(f),7.2(g),7.2(h) and7.2(i)have been satisfied.

(d) Absence ofCompany Material Adverse Effect. Since the date ofthis Agreementthere shall not have been any event, change or occurrence that,individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

(e) FIRPTA. TheCompanyshall have provided toParentan affidavit of non-foreign status that complies with theTreasury Regulationsunder Section 1445 of theCode.

(f) Financial Advisors. The sum of(i) the TTM Concessions generated by the TTM Advisors that are Financial Advisors of the business as of the Closing Date and (ii) with respect to any Financial Advisors of the business as of the Closing Date that joined the business subsequent to the date of this Agreement (each, a “New Advisor”), the aggregate gross dealer concessions generated by each New Advisor over the 12 months immediately preceding such NewAdvisor’s resignation from or termination of its employment or consulting arrangements withits previous employer shall equal not less than 95% of the TTM Concessions. The gross dealer concessions generated over the 12 months immediately preceding the date of this Agreement (“TTM Concessions”) by the Financial Advisors of the business as of the date of this Agreement (the “TTM Advisors”) are set forth opposite the names of the TTM Advisors onSection 7.2(f) of the Company Disclosure Letter.

(g) Assets Under Administration. The Company shall have delivered to Parent evidence (consistent in form with that provided inSection 7.2(g) of the Company Disclosure Letter) that (i) the product of (A) Closing Date Assets Under Administration multiplied by (B) the Market Factor (but only in the event the Market Factor is greater than one) is not less than (ii) 90% of Base Date Assets Under Administration. Evidence of Base Date Assets Under Administration is set forth onSection 7.2(g) of the Company Disclosure Letter.

(h) Minimum Net Working Capital. The Company shall have, as of theClosing Date,Net Working Capitalin excess of theMinimum NWC Amount.

(i) Company Options. All Company Options shall have been fully exercised.

Section 7.3. Conditions to the Obligations of the Company. The obligations of theCompanyto effect theMergerand to consummate the other transactions contemplated bythis Agreementare subject to the satisfaction or (to the extent permitted byLaw) waiver by theCompany, at or prior to theEffective Time, of the following additional conditions:

(a) Representations and Warranties. The representations and warranties ofParentandMerger Subcontained inthis Agreementshall be true and correct as of the date ofthis Agreementand as of theEffective Time, as though made as of theEffective Time (other than any such representations and warranties that are made as of a specific date, which shall be true and correct only on and as of such date), except for any failure of such representations or warranties to be true and correct (without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein) that does not have, and would not reasonably be expected to have, individually or in the aggregate, aParent Material Adverse Effect.

(b) Agreementsand Covenants.ParentandMerger Subshall have performed or complied in all material respects with all agreements and covenants required bythis Agreementto be performed or complied with by them on or prior to theClosing Date.

(c) Officer’s Certificate.Parentshall have delivered to theCompanyacertificate, dated the date of theClosingand signed by one of its executive officers on behalf ofParent, certifying to the effect that the conditions set forth inSections7.3(a),7.3(b)and7.3(d)have been satisfied.

(d) Absence ofParent Material Adverse Effect. Since the date ofthis Agreementthere shall not have been any event, change or occurrence that,individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1. Termination. ThisAgreementmay be terminated at any time prior to theEffective Time, whether before or after receipt of theStockholder Approval(except as otherwise expressly noted), as follows:

(a) by mutual writtenagreementof each ofParentand theCompany; or

(b) by eitherParentor theCompany, if:

(i) theEffective Timeshall not have occurred on or beforeApril 30,2014 (the “Outside Date”);provided,however, theOutside Datewill automatically be extended toJune 30, 2014 if as ofApril 30, 2014 all of the conditions set forth inArticle VII(other than those conditions that by their terms are required to be satisfied or waived at theClosing) shall have been satisfied or waived by the party entitled to the benefit of the same, other than the condition contained inSection7.1(d);provided,further, that the right to terminatethis Agreementpursuant to thisSection 8.1(b)(i)shall not be available to any party if the failure of such party to perform any of its obligations underthis Agreementhas been a principal cause of, or resulted in, the failure of theMergerto be consummated on or before such date; or

(ii) anyGovernmental Authorityof competent jurisdiction shall have issued anOrderpermanently restraining, enjoining or otherwise prohibiting the transactions contemplated bythis Agreement, and suchOrderor otheractionshall have become final and non-appealable;provided,however, that the right to terminatethis Agreementunder thisSection 8.1(b)(ii)shall not be available to a party if the issuance of such final, non-appealableOrderwas primarily due to the failure of such to perform any of its obligations underthis Agreement,includingpursuant toSection6.5; or

(iii) theStockholder Approvalshall not have been obtained at theStockholder Meeting(includingany adjournment or postponement thereof);provided that the right to terminatethis Agreementunder thisSection 8.1(b)(iii)shall not be available to theCompanyif the failure to obtain suchStockholder Approvalwas primarily due to theCompany’s failure to perform any of its obligations underthis Agreement; or

(i) ifParentorMerger Subshall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements set forth inthis Agreement, which breach or failure to perform (x) would, or would reasonably be expected to, result in a failure of a condition set forth inSection 7.3(a)orSection 7.3(b)and (y) cannot be cured on or before theOutside Dateor, if curable, is not cured byParentwithin twenty (20) days of receipt byParentof written notice of such breach or failure;provided that theCompanyshall not have the right to terminatethis Agreementpursuant to thisSection 8.1(c)(i)if theCompanyis then in breach of any of its representations, warranties, covenants or agreements set forth inthis Agreementsuch that the conditions set forth in eitherSection 7.2(a)orSection 7.2(b)would not be satisfied; or

(ii) at any time prior to the receipt of theStockholder Approvalinorderto enter into anAlternative Acquisition Agreementwith respect to aSuperior Proposalin accordance withSection6.4(d);provided, that (A) theCompanyisin compliance in all material respects with theprovisions ofSection6.4and (B) theCompanyshall concurrently with such termination pay theTermination Paymentin accordance withSection8.3.

(d) byParent, if:

(i) theCompanyshall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements set forth inthis Agreement, which breach or failure to perform (x) would, or would reasonably be expected to, result in a failure of a condition set forth inSection 7.2(a)orSection 7.2(b)and (y) cannot be cured on or before theOutside Dateor, if curable, is not cured by theCompanywithin twenty (20) days of receipt by theCompanyof written notice of such breach or failure;provided thatParentshall not have the right to terminatethis Agreementpursuant to thisSection 8.1(d)(i)ifParentorMerger Subare then in breach of any of their respective representations, warranties, covenants or agreements set forth inthis Agreementsuch that the conditions set forth in eitherSection 7.3(a)orSection 7.3(b)would not be satisfied; or

(ii) (x) theCompany Boardshall have made anAdverse Recommendation Change, (y) theCompanyshall have materially or willfully breached any of its obligations underSection 6.4or (z) theCompanyenters into anAlternative Acquisition Agreement(other than anAcceptable Confidentiality Agreemententered into in accordance withSection 6.4).

Section 8.2. Effect of Termination. In the event thatthis Agreementis terminated andthe Merger and the other transactions contemplated by this Agreementare abandoned pursuant toSection 8.1, written notice thereof shall be given to the other party or parties, specifying the provisionshereofpursuant to which such termination is made and describing the basis therefor in reasonable detail, andthis Agreementshall forthwith become null and void and of no further force or effect whatsoever without liability on the part of any party hereto (or any of theCompany’sSubsidiaries,Parent’sSubsidiariesor any of theCompany’s orParent’s respectiveRepresentatives), and all rights and obligations of any party hereto shall cease;provided,however, that, notwithstanding anything in the foregoing to the contrary(a) no such termination shall relieve any party hereto of any liability or damages resulting from or arising out of any fraud or willful breach ofthis Agreement; and(b) theConfidentiality Agreement(but only to the extent not in conflict with or otherwise inconsistent with the provisions ofthis Agreement), thisSection 8.2,Section 8.3,Section 8.6,Article IXand the definitions of all defined terms appearing in such sections shall survive any termination ofthis Agreementpursuant toSection 8.1. Ifthis Agreementis terminated as providedherein, all filings, applications and other submissions made pursuant tothis Agreement, to the extent practicable, shall be withdrawn from theGovernmental Authorityor otherPersonto which they were made.

Section 8.3. Termination Fee.

(a) If, but only if, theAgreementis terminated:

(i) by either theCompanyorParentpursuant toSection 8.1(b)(i)orSection 8.1(b)(iii)or byParentpursuant toSection 8.1(d)(i), in any such case if theCompany(x) receives or has received anAcquisition Proposal, which proposal has been publicly announced after the date ofthis Agreementand (y) within twelve (12) months of the termination ofthis Agreement, consummates a transaction regarding, or executes a binding or definitiveagreementwhich is later consummated with respect to, anyAcquisitionProposal, then theCompanyshall pay, or cause to be paid, toParenta fee equal to$2,500,000 (the “Termination Fee”) plus, if not previously paid pursuant toSection8.3(a)(ii)below, theExpense Amount, by wire transfer of same day funds to an account designated byParent, not later than the consummation of such transaction arising from any suchAcquisition Proposal;provided,however, that for purposes of thisSection 8.3(a)(i), the references to “twenty percent (20%)” in the definition ofAcquisition Proposalshall be deemed to be references to “fifty percent (50%)”;

(ii) by either theCompanyorParentpursuant toSection 8.1(b)(iii), theCompanyshall pay, or cause to be paid, toParenttheExpense Amount(by wire transfer to an account designated byParent) within two (2) Business Daysof such termination; or

(iii) by theCompanypursuant toSection8.1(c)(ii)then theCompanyshall pay, or cause to be paid, toParenttheTermination Feetogether with theExpense Amount, by wire transfer of same day funds to an account designated byParentas a condition to the effectiveness of such termination; or

(iv) byParentpursuant toSection 8.1(d)(ii), then theCompanyshall pay, or cause to be paid, toParenttheTermination Feetogether with theExpense Amount, by wire transfer of same day funds to an account designated byParent, within two (2) Business Daysof such termination.

(b) Notwithstanding anything to the contrary set forth inthis Agreement, the parties agree that:

(i) any Termination Fee paid by the Company pursuant to Section 8.3(a) shall be Parent and Merger Sub’s sole and exclusive remedy with respect to the termination of this Agreement or any breach by the Company hereunder other than in the event of fraud or a willful breach;

(ii) under no circumstances shall theCompanybe required to pay theTermination FeeorExpense Amount, as applicable, earlier than one (1) fullBusiness Dayafter receipt of appropriate wire transfer instructions from the party entitled to payment; and

(iii) under no circumstances shall theCompanybe required to pay theTermination FeeorExpense Amount, as applicable, on more than one occasion.

(c) Each of the parties hereto acknowledges that (i) the agreements contained in thisSection 8.3are an integral part of the transactions contemplated bythis Agreement, (ii) theTermination Paymentis not a penalty, but is liquidated damages, in a reasonable amount that will compensateParentin the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiatingthis Agreementand in reliance onthis Agreementand on the expectation of the consummation ofthe Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter intothis Agreement; accordingly, if theCompanyfails to timely pay any amount due pursuant to thisSection 8.3and, inorderto obtain such payment,Parentcommences a suit that results in a judgment against theCompanyfor the payment of any amount set forth in thisSection 8.3, theCompanyshall payParentthe costs andexpensesofParentin connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicableLaw.

Section 8.4. Amendment. Subject to compliance with applicableLaw,this Agreementmay be amended by mutualagreementof the parties hereto byactiontaken or authorized by their respective boards of directors (or similar governing body or entity) at any time before or after receipt of theStockholder Approvaland prior to theEffective Time;provided,however, that after theStockholder Approvalhas been obtained, there shall not be(a) any amendment ofthis Agreementthat changes the amount or the form of the consideration to be delivered underthis Agreementto the holders ofCompany Common Stock, or which by applicableLawor in accordance with the rules of any stock exchange requires the further approval of the stockholders of theCompanyorParentwithout such further approval of such stockholders, or(b) any amendment or change not permitted under applicableLaw. ThisAgreementmay not be amended except by an instrument in writing signed by each of the parties hereto.

Section 8.5. Waiver. At any time prior to theEffective Time, subject to applicableLaw, any party hereto may(a) extend the time for the performance of any obligation or other act of any other party hereto,(b) waive any inaccuracy in the representations and warranties of the other party containedhereinor in any document delivered pursuant hereto and(c) subject to the proviso ofSection8.4, waive compliance with anyagreementor condition containedherein. Anyagreementon the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by theCompany,ParentorMerger Subin exercising any righthereundershall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other righthereunder.

Section 8.6. Fees and Expenses. Except as otherwise provided inthis Agreement, allfees and expensesincurred in connection withthis Agreementand the transactions contemplated bythis Agreementshall be paid by the party incurring such fees andexpenses, whether or not the transactions contemplated bythis Agreementare consummated;provided,however, that theCompanyandParentshall share equally all fees andexpensesrelated to the printing and filing of theForm S-4, the printing, filing and distribution of theProxy Statement/Prospectusand anyContinuing Membership Application pursuant to FINRA (NASD) Rule 1017, in each case, other than attorneys’ and accountants’ fees.

Section 8.7. TransferTaxes.Parentand theCompanyshall cooperate in the preparation, execution and filing of all Tax returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stampTaxes, any transfer, recording, registration and other fees and any similarTaxesthat become payable in connection with the transactions contemplated bythis Agreement(“Transfer Taxes”), and shall cooperate in attempting to minimize the amount ofTransfer Taxes. From and after theEffective Time, theSurviving Entityshall pay or cause to be paid, without deduction or withholding from any consideration or amounts payable to holders of theCompany Common Stock, allTransfer Taxes.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1. Non-Survival of Representations and Warranties. None of the representations or warranties inthis Agreementor anycertificateor other writing delivered pursuant tothis Agreement,includingany rights arising out of any breach of such representations or warranties, shall survive the earlier of(a)theEffective Timeor(b) termination ofthis Agreement(except, in the case of termination, as set forth inSection8.2), and after such time there shall be no liability in respect thereof (except, in the case of termination, as set forth inSection8.2), whether such liability has accrued prior to or after such expiration of the representations and warranties. ThisSection9.1does not limit any covenant oragreementof the parties which by its terms contemplates performance after theEffective Timeor the termination ofthis Agreement. TheConfidentiality Agreementwill survive termination ofthis Agreementin accordance with its terms.

Section 9.2. Notices. Except for any notice that is specifically required by the terms ofthis Agreementto be delivered orally, any notice, request, claim, demand and other communicationhereundershall be in writing and shall be deemed to have been duly given or made as follows: (a) if personally delivered to an authorizedrepresentativeof the recipient, when actually delivered to such authorizedrepresentative; (b) if sent by facsimile transmission (providing confirmation of transmission) or e-mail of a pdf attachment, when transmitted (provided that any notice received by facsimile or e-mail transmission or otherwise at the addressee’s location on anyBusiness Dayafter 5:00 p.m. (in the time zone of the recipient) or any day other than aBusiness Dayshall be deemed to have been received at 9:00 a.m. on the nextBusiness Day); (c) if sent by reliable overnight delivery service (such as DHL or Federal Express) with proof of service, upon receipt of proof of delivery; and (d) if sent by certified or registered mail (return receipt requested and first-class postage prepaid), upon receipt;provided, in each case, such notice, request, claim, demand or other communication is addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with thisSection9.2):

if to Parent or Merger Sub:

RCS Capital Corporation

405 Park Ave, 15th Floor

New York, NY 10022

Phone: (866) 904-2988

Fax: (646) 861-7743

Attn: Ryan Tooley, Assistant General Counsel

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

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Phone: (212) 969-4406

Fax: (212) 969-2900

Attn: James Gerkis

Lorenzo Borgogni

if to the Company prior to the Closing:

Investors Capital Holdings, Ltd.

Six Kimball Lane, Suite 150

Lynnfield, MA 01940

Phone: 781-477-4822

Fax: 781-715-0316

Attn: John G. Cataldo

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

Bracewell & Giuliani LLP

1251 Avenue of the Americas

New York, NY 10020

Phone: (212) 508-6142

Fax: (212) 938-3842

Attn: Julian Rainero

Section 9.3. Interpretation; Certain Definitions. The parties hereto have participated jointly in the negotiation and drafting ofthis Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,this Agreementshall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision ofthis Agreement. References to “this Agreement” shallincludetheCompany Disclosure Letterand theParent Disclosure Letter. When a reference is made inthis Agreementto anArticle, Section,Appendix, Annex orExhibit, such reference shall be to anArticleor Section of, or an Appendix, Annex or Exhibit to,this Agreement, unless otherwise indicated. The table of contents and headings forthis Agreementare for reference purposes only and shall not affect in any way the meaning or interpretation ofthis Agreement. Whenever the words “include,” “includes” or “including” are used inthis Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used inthis Agreementshall refer tothis Agreementas a whole and not to any particular provision ofthis Agreement. All terms defined inthis Agreementshall have the defined meanings when used in anycertificateor other instrument made or delivered pursuant hereto unless otherwise defined therein. Defined terms contained inthis Agreementare applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. AnyLawdefined or referred tohereinor in anyagreementor instrument that is referred tohereinmeans suchLawas from time to time amended, modified or supplemented,including(in the case of statutes) by succession of comparable successorLaws. References to aPersonare also to its successors and permitted assigns. All references to “dollars” or “$” refer to currency of the United States of America (unless otherwise expressly providedherein).

Section 9.4. Severability. If any term or other provision ofthis Agreementis invalid, illegal or incapable of being enforced under any present or futureLawor public policy,(a) such term or other provision shall be fully separable,(b) this Agreementshall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a parthereofand(c) all other conditions and provisions ofthis Agreementshall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated bythis Agreementis not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modifythis Agreementso as to effect promptly the original intent of the parties as closely as possible in a mutually acceptable manner inorderthat transactions contemplated bythis Agreementbe consummated as originally contemplated to the fullest extent possible.

Section 9.5. Assignment; Delegation. Other than to theSurviving Entity, neitherthis Agreementnor any rights, interests or obligationshereundershall be assigned or delegated, in whole or in part, by any of the parties hereto (whether by operation ofLawor otherwise) without the prior written consent of the other parties hereto, except thatParentandMerger Submay assign this Agreement or all or any portion of their respective rights or obligationshereunderto one or more of their respectiveAffiliates,provided that no such assignment shall relieveParentorMerger Subof any of their respective obligationshereunder.

Section 9.6. Entire Agreement. ThisAgreement(includingtheSchedules, Exhibits, Annexes,Appendicesand other attachments hereto) constitutes, together with theConfidentiality Agreementand theVoting Agreements, the entireagreementamong the parties hereto with respect to the subject matterhereofand thereof and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matterhereofand thereof, including the Letter of Intent.

Section 9.7. No Third-Party Beneficiaries. ThisAgreementis not intended to and shall not confer any rights or remedies upon anyPersonother than the parties hereto and their respective successors and permitted assigns, except for the provisions ofSection6.8(from and after theEffective Time), which shall be to the benefit of the parties referred to in such section. The representations and warranties inthis Agreementare the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance withSection8.5without notice or liability to any otherPerson. The representations and warranties inthis Agreementmay represent an allocation among the parties hereto of risks associated with particular matters regardless of theknowledgeof any of the parties hereto. Accordingly,Personsother than the parties hereto may not rely upon the representations and warranties inthis Agreementas characterizations of actual facts or circumstances as of the date ofthis Agreementor as of any other date.

Section 9.8. Specific Performance. The parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions ofthis Agreement(includingfailing to take such actions as are required of ithereunderto consummatethe Merger and the other transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches ofthis Agreementand to enforce specifically the terms and provisionshereof, in addition to any other remedy to which they are entitled atLawor in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy atLawor that any award of specific performance is not an appropriate remedy for any reason atLawor in equity. Any party seeking an injunction or injunctions to prevent breaches ofthis Agreementand to enforce specifically the terms and provisions ofthis Agreementshall not be required to provide any bond or other security in connection with any suchorderor injunction.

Section 9.9. Counterparts. ThisAgreementmay be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the sameagreement. Delivery of an executed counterpart of a signature page tothis Agreementby facsimile transmission or by e-mail of a pdf attachment shall be effective as delivery of a manually executed counterpart ofthis Agreement.

Section 9.10. Governing Law. ThisAgreementand allActions(whether based oncontract, tort or otherwise), directly or indirectly, arising out of or relating tothis Agreementor the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, theLawsof the State ofDelaware, without giving effect to any choice or conflict ofLawsprovision or rule (whether of the State ofDelawareor any other jurisdiction) that would cause the application of theLawsof any jurisdiction other than the State ofDelaware.

Section 9.11. Consent to Jurisdiction.

(a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of New Castle County in the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware (the “DE Courts”), for the purpose of anyAction(whether based oncontract, tort or otherwise), directly or indirectly, arising out of or relating tothis Agreementor the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to suchActionmay be heard and determined exclusively in any DE Court.

(b) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any otherActionrelating to the transactions contemplated bythis Agreement, on behalf of itself or its property, in the manner provided bySection9.2and nothing in thisSection9.11shall affect the right of any party to serve legal process in any other manner permitted byLaw, (ii) consents to submit itself to the personal jurisdiction of the DE Courts in the event any dispute arises out ofthis Agreementor the transactions contemplated bythis Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such DE Court and (iv) agrees that it will not bring anyActionrelating tothis Agreementor the transactions contemplated bythis Agreementin any court other than the DE Courts. Each party hereto agrees that a final judgment in anyActionshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided byLaw.

Section 9.12. Waiver of Jury Trial. Each of the parties hereto acknowledges and agrees that any controversy which may arise out of or relating to this agreement is likely to involve complicated and difficult issues and therefore each such party hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any right such party may have to a trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this agreement, the merger or the other transactions contemplated hereby, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof.

Section 9.13. Consents and Approvals.For any matter underthis Agreementrequiring the consent or approval of any party to be valid and binding on the parties hereto, such consent or approval must be in writing and signed by or on behalf of such party.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Investors Capital Holdings, Ltd.

By:	/s/ Timothy B. Murphy
	Name:	Timothy B. Murphy
	Title:	President & Chief Executive Officer

[SIGNATURE PAGE TO MERGER AGREEMENT]

RCS CAPITAL CORPORATION

By:	/s/ Edward M. Weil, Jr.
	Name:	Edward M. Weil, Jr.
	Title:	President

[SIGNATURE PAGE TO MERGER AGREEMENT]

ZOE ACQUISITION, LLC

By:	RCS Capital Corporation, its sole member

By:	/s/ Edward M. Weil, Jr.
	Name:	Edward M. Weil, Jr.
	Title:	President

[SIGNATURE PAGE TO MERGER AGREEMENT]

Rcs Capital (RCAPQ) Inactive 8-KEntry into a Material Definitive Agreement