Continental Stock Transfer & Trust Company
Exhibit 10.8
October 7, 2016
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx and Xxxxx Di Paolo
Fax No.: (000) 000-0000
Re: Transfer of Common Stock of AR Capital Acquisition Corp.
Gentleman:
Pursuant to that certain Securities Escrow Agreement (the “Escrow 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”), Xxxxx Xxxx, P. Xxx Xxxxxxxx, Xx. Xxxxxx X. Xxxxxxxxx (together with AR Capital, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”), the Escrow Agent is currently holding in escrow the ordinary shares of the Company owned by each of the Initial Holders in the amounts identified in Schedule A (the “Escrow Shares”).
AR Capital has executed an agreement (the “Transfer Agreement”), dated as of September 16, 2016 and amended on September 27, 2016, pursuant to which it has transferred its Escrow Shares in a private transaction to Axar Master Fund Ltd., a Cayman Islands exempted company (the “Sponsor”), for the consideration described therein. The Escrow Shares will remain in escrow with you pursuant to the terms of the Escrow Agreement, but will be transferred to the name of the Sponsor. As Escrow Agent, you acknowledge and agree not to enter into any control or other agreement relating to, or deliver possession of, the Escrow Shares to any third party, other than the Sponsor, that could create or perfect a security interest in the Escrow Shares.
Further, in connection with our agreement to transfer the Escrow Shares to the Sponsor, we are attaching executed instruments of transfer with respect to the Escrow Shares. Please kindly effect the transfer of the Escrow Shares to the Sponsor. The Sponsor agrees to be bound by the terms and conditions of the Escrow Agreement and will deliver the appropriate instruments of transfer to the Escrow Agent.
[Signature Pages Follow]
This letter shall serve as irrevocable instructions from AR Capital to you as the Escrow Agent with respect to the transfer of the Escrow Shares and may not be altered by any of us in the future, except upon termination of the Transfer Agreement in accordance with its terms
Very truly yours,
AR CAPITAL, LLC | ||
By: | /s/ Xxxxxx Xxxxxxx Xxxx Xx | |
Name: Xxxxxx Xxxxxxx Xxxx Xx | ||
Title: CEO |
[Signature Page to Escrow Letter Agreement]
The undersigned acknowledge and consent to the foregoing terms.
THE COMPANY:
AR CAPITAL ACQUISITION CORP. | |||
By: | /s/ Xxxxxxx Xxxxxx | ||
Name: Xxxxxxx Xxxxxx | |||
Title: CEO |
[Signature Page to Escrow Letter Agreement]
The undersigned acknowledge and consent to the foregoing terms.
THE SPONSOR:
AXAR MASTER FUND LTD. | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: Xxxxxx Xxxxxxx | |||
Title: Director |
[Signature Page to Escrow Letter Agreement]
The undersigned acknowledge and consent to the foregoing terms.
ESCROW AGENT:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
By: | /s/ Xxxxx Xxxxxxxx | ||
Name: Xxxxx Xxxxxxxx | |||
Title: Vice President |
[Signature Page to Escrow Letter Agreement]
SCHEDULE A
LIST OF INITIAL HOLDERS
Name | Escrow Shares | Warrants | ||||||
AR Capital, LLC Xxx Xxxx, Xxx Xxxx 00000 | 6,840,000 | 6,550,000 | ||||||
Xxxxx Xxxx 0 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 | 17,391 | 0 | ||||||
P. Xxx Xxxxxxxx 0 Xxxxxxx Xxxx Xxxxx Xxxxxxx, XX 00000 | 17,391 | 0 | ||||||
Xx. Xxxxxx X. Xxxxxxxxx 000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 | 17,391 | 0 |