Amendment and Partial Termination of Insider Letter Agreement between AR Capital Acquisition Corp., AR Capital, LLC, and Certain Individuals

Summary

This amendment, dated October 7, 2016, involves AR Capital Acquisition Corp., AR Capital, LLC, and several individuals. It terminates the Insider Letter Agreement dated October 1, 2014, for Nicholas S. Schorsch, William M. Kahane, and Nicholas Radesca, but keeps it in effect for Yoav Wiegenfeld. The termination is based on the execution of related agreements involving Axar Master Fund Ltd. The agreement clarifies which parties remain bound by the original insider obligations.

EX-10.2 4 v450517_ex10-2.htm AMENDMENT TO ARC LETTER AGREEMENT.

Exhibit 10.2

October 7, 2016

AR Capital Acquisition Corp.

405 Park Avenue, 14th Floor

New York, New York 10022

AR Capital, LLC

405 Park Avenue, 14th Floor

New York, New York 10022

Re: Termination Letter

Gentlemen:

Reference is made to that certain letter agreement dated as of October 1, 2014 (the “Insider Letter Agreement”), by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (“AR Capital”), Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld (collectively, the “Parties”).

Based on the due execution and delivery of (i) that certain transfer agreement dated as of September 16, 2016, by and among AR Capital, Axar Master Fund Ltd., a Cayman Islands exempted company (“Axar”), and the Company, as amended by the First Amendment to the Agreement, dated September 27, 2016, and (ii) that certain insider letter agreement dated as of even date herewith, by and between Axar and the Company, the Parties hereby agree that the Insider Letter Agreement is terminated effective as of the date hereof with respect to Nicholas S. Schorsch, William M. Kahane and Nicholas Radesca; provided however, that the Insider Letter Agreement shall remain in full force and effect with respect to Yoav Wiegenfeld.

[Signature Page Follows]

	Very truly, yours,

	AR CAPITAL ACQUISITION CORP.

	By:	/s/ William Kahane
		Name: William Kahane Title: CEO

[Signature Page to Insider Letter Amendment]

ACKNOWLEDGED AND AGREED:

AR CAPITAL, LLC

By:	/s/ Edward Michael Weil Jr
	Name: Edward Michael Weil Jr
	Title: CEO

By:	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch

By:	/s/ William M. Kahane
	Name: William M. Kahane

By:	/s/ Nicholas Radesca
	Name: Nicholas Radesca

By:	/s/ Yoav Wiegenfeld
	Name: Yoav Wiegenfeld

[Signature Page to Insider Letter Amendment]