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”).
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”).
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”
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”):
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”).
