AR Capital Acquisition Corp.

Exhibit 10.6

October 7, 2016

AR Capital Acquisition Corp.

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Facsimile: (000) 000-0000

Re: Dividend Waiver Letter

Ladies and Gentlemen:

In connection with the consummation of the transactions contemplated by that certain Agreement dated as of September 16, 2016 (as amended, the “Agreement”, capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement), by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), Axar Master Fund Ltd., a Cayman Islands exempted company (“Axar”), and AR Capital, LLC, a Delaware limited liability company (“AR Capital”), each of Axar and the undersigned independent directors of the Company hereby waives with respect to their respective Founder Shares to be held following the Closing, any right to receive the Warrant Dividends. Axar further waives, with respect to the Founder Warrants to be held by it following the Closing, any rights or adjustments under the Warrant Agreement in respect of the Warrant Dividends.

[Signature Page Follows]

	Sincerely,
	By:	/s/ Xx. Xxxxxx X. Xxxxxxxxx
		Xx. Xxxxxx X. Xxxxxxxxx
	By:	/s/ Xxxxx Xxxx
		Xxxxx Xxxx
	By:	/s/ P. Xxx Xxxxxxxx
		P. Xxx Xxxxxxxx
	AXAR MASTER FUND LTD.
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director

[Signature Page to Dividend Waiver]

ACKNOWLEDGED BY:
AR CAPITAL ACQUISITION CORP.
By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: CEO

[Signature Page to Dividend Waiver]