Exhibit 10.6
October 7, 2016
AR Capital Acquisition Corp.
405 Park Avenue, 14th Floor
New York, New York 10022
Facsimile: (212) 421-4799
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/ Dr. Robert J. Froehlich | |
| Dr. Robert J. Froehlich | ||
| By: | /s/ David Gong | |
| David Gong | ||
| By: | /s/ P. Sue Perrotty | |
| P. Sue Perrotty | ||
| AXAR MASTER FUND LTD. | ||
| By: | /s/ Andrew Axelrod | |
| Name: Andrew Axelrod | ||
| Title: Director | ||
[Signature Page to Dividend Waiver]
| ACKNOWLEDGED BY: | ||
| AR CAPITAL ACQUISITION CORP. | ||
| By: | /s/ William Kahane | |
| Name: William Kahane | ||
| Title: CEO | ||
[Signature Page to Dividend Waiver]