Continental Stock Transfer & Trust CompanySecurities Escrow Agreement • October 13th, 2016 • Axar Acquisition Corp. • Blank checks
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.
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
