UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2014 • Ar Capital Acquisition • Blank checks • New York
AR Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defin
WARRANT AGREEMENT AR CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 1, 2014Warrant Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2014, is by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2014, is made and entered into by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2014 • Ar Capital Acquisition • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [_], 2014, by and between AR CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2014 by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2014 • Ar Capital Acquisition • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of August 1, 2014, is made and entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (the “Buyer”).
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • Delaware
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (the “Purchaser”), amends and restates in its entirety, the Private Placement Warrants Purchase Agreement made as of August 8, 2014 between the Company and the Purchaser.
October 1, 2014Underwriting Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 Units that may be purchased to cover overallotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 No. 333-198014 and prospectus (the “Prospectus”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 11th, 2014 • Ar Capital Acquisition • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 8, 2014 (as it may from time to time be amended, this “Agreement”), is entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and AR Capital, LLC, a Delaware limited liability company (the “Purchaser”).
Form of Warrant Certificate] [FACE]Warrant Agreement • September 9th, 2014 • Ar Capital Acquisition • Blank checks
This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of _______________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, $.0001 par value (“Common Stock”), of AR Capital Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of October 1, 2014 (the “Agreement”) by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
October 1, 2014Underwriting Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 Units that may be purchased to cover overallotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 No. 333-198014 and prospectus (the “Prospectus”
AR CAPITAL ACQUISITION CORP.Agreement Regarding Compensation Reimbursement • October 7th, 2014 • Ar Capital Acquisition • Blank checks • New York
This letter agreement by and between AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Continental Stock Transfer & Trust CompanySecurities Escrow Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 7th, 2014 • Ar Capital Acquisition • Blank checks
This Securities Assignment Agreement is dated as of October 1, 2014 (this “Assignment”), by and among AR Capital, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
FIRST AMENDMENT TO AGREEMENTAgreement • September 27th, 2016 • Ar Capital Acquisition • Blank checks
THIS FIRST AMENDMENT TO AGREEMENT, is dated as of September 27, 2016 (this “Amendment”), by and among Axar Master Fund Ltd., a Cayman Islands exempted company, AR Capital, LLC, a Delaware limited liability company, and AR Capital Acquisition Corp., a Delaware corporation (collectively the “Parties”).
AGREEMENTAcquisition Agreement • September 19th, 2016 • Ar Capital Acquisition • Blank checks • Delaware
This agreement (this “Agreement”) is dated as of September 16, 2016, by and among Axar Master Fund Ltd., a Cayman Islands exempted company (the “Purchaser”), AR Capital, LLC, a Delaware limited liability company (“AR Capital” or the “Seller”), and AR Capital Acquisition Corp., a Delaware corporation (the “Company” and together with AR Capital and the Purchaser, each a “Party” and collectively the “Parties”).
AR Capital Acquisition Corp.Underwriting Agreement • September 19th, 2016 • Ar Capital Acquisition • Blank checks
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), dated October 1, 2014, entered into by Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), and AR Capital Acquisition Corp. (the “Company”) relating to the Company’s initial public offering. Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 7, 2016, by and between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
TERMINATIONCompensation Reimbursement Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
Reference is made to that certain Compensation Reimbursement Agreement dated as of October 1, 2014 (the “Agreement”), by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”) and AR Capital, LLC, a Delaware limited liability company (“AR Capital” and together with the Company, the “Parties”), pursuant to which the Company agreed to pay AR Capital, as the sponsor of the Company, an amount not to exceed $15,000.00 per month as reimbursement for a portion of the compensation paid to its personnel, including certain of the Company’s officers who work on the Company’s behalf, commencing on the date the Company’s securities were first listed on NASDAQ.
AR Capital Acquisition Corp.Termination Letter • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
This JOINDER (this “Joinder”) is made this 7th day of October, 2016 by Axar Master Fund Ltd., a Cayman Islands exempted company (the “Joining Party”), pursuant to that certain Registration Rights Agreement (the “Agreement”) dated as of October 1, 2014, by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (“AR Capital”) and the other individuals party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AR CAPITAL ACQUISITION CORP.Administrative Services Agreement • September 9th, 2014 • Ar Capital Acquisition • Blank checks • New York
This letter agreement by and between AR Capital Acquisition Corp. (the “Company”) and RCS Advisory Services, LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this “Amendment”) is made as of October 7, 2016, by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Warrant Agreement (as defined below).
October 7, 2016Agreement of New Sponsor • October 13th, 2016 • Axar Acquisition Corp. • Blank checks • New York
In connection with the consummation of the transactions contemplated by that certain Agreement, dated September 16, 2016, by and among the undersigned, AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC (“ARC LLC”), as amended by the First Amendment to the Agreement, dated September 27, 2016, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 8 hereof):
AR Capital Acquisition Corp.Dividend Waiver Letter • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
