WARRANT AGREEMENT AR CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [_], 2014Warrant Agreement • September 24th, 2014 • Ar Capital Acquisition • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 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”).
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
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 24th, 2014 • Ar Capital Acquisition • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [_], 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”).
AR CAPITAL ACQUISITION CORP.Letter Agreement • September 24th, 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”):
