Exhibit 10.3


 


Execution Version


 


AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


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).


 


WHEREAS, on October 7,
2014, the Company consummated an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), and one warrant, each warrant entitling the holder thereof to purchase one-half of one share of Common Stock;


 


WHEREAS, the Company entered
into an Underwriting Agreement with Citigroup Global Markets Inc. as representative of the several underwriters named therein (the
“Underwriting Agreement”);


 


WHEREAS, $240,000,000 of
the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered
to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering
pursuant to the investment management trust agreement made effective as of October 1, 2014 by and between the Company and the Trustee
(the “Original Agreement”);


 


WHEREAS, the Company has
sought the approval of its Public Stockholders at a meeting of its stockholders to: (i) extend the date before which the Company
must complete a business combination from October 7, 2016 to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company
publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities
on The Nasdaq Capital Market, December 31, 2017 (the “Extension Amendment”) and (ii) extend the date on which the Trustee
must commence liquidation of the Trust Account if the Company has not completed a business combination from October 7, 2016 to
(i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017
will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the
“Trust Extension Amendment”);


 


WHEREAS, holders of at
least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the
Trust Extension Amendment; and


 




     


     


    

 


WHEREAS, the parties desire
to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by
the Trust Extension Amendment.


 


NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


		1.	Amendment of Trust Agreement.



 


		1.1.	Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the
Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board
of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of
the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of franchise
and income taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) (i) October 1, 2017 or (ii) if prior
to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining
the listing of its securities on The Nasdaq Capital Market, December 31, 2017, if a Termination Letter has not been received by
the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to the Company to pay franchise and income taxes and less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses, shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the
event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to
liquidate the Property because it has received no such Termination Letter by (i) October 1, 2017 or (ii) if prior to October 1,
2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing
of its securities on The Nasdaq Capital Market, December 31, 2017, the Trustee shall keep the Trust Account open until twelve (12)
months following the date the Property has been distributed to the Public Stockholders;”


 




     


     


    

 


		1.2.	A new Section 1(k) is hereby added to the Original Agreement as follows:



 


“(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
“Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company
the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders in the event that the
Company’s stockholders approve an amendment to the Company’s amended and restated certificate of incorporation to extend
the time period in which the Company must complete its initial Business Combination or commence liquidation of the Trust Account.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request.”


 


		1.3.	A new Section 1(m) is hereby added to the Original Agreement as follows:



 


“(m) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and”


 




     


     


    

 


		1.4.	Exhibit B of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson or Sharmin Carter


Re: Trust Account No. 530-400227 Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 1, 2014 (as amended
from time to time, the “Trust Agreement”), this is to advise you that the Company has been unable to
effect a business combination with a Target Business (“Business Combination”) within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________,
20__ and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to
the Public Stockholders. The Company has selected [October 1, 2017] [December 31, 2017] as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section
1(j) of the Trust Agreement.


 


Very truly yours,


 


Axar Acquisition Corp.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup Global Markets Inc.”


 




     


     


    

 


		1.5.	A new Exhibit D is hereby added to the Original Agreement as follows:



 


“EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson and Sharmin Carter


Re: Trust Account No. 530-400227 Stockholder Redemption Withdrawal
Instruction


 


Gentlemen:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 1, 2014 (the
“Trust Agreement”), the Company hereby requests that you deliver on behalf of the Company $_______ of
the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


The Company needs such
funds to pay its public stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
connection with the stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to extend the time in which the Company must complete a Business Combination or commence liquidation of the Trust Account. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


Very truly yours,


 


Axar Acquisition Corp.


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup Global Markets Inc.”


 




     


     


    

 


		2.	Miscellaneous Provisions. 



 


		2.1.	Successors. All the covenants and provisions of this Amendment by or for the benefit of
the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.



 


		2.2.	Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.



 


		2.3.	Applicable Law. The validity, interpretation and performance of this Amendment shall be
governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.



 


		2.4.	Counterparts. This Amendment may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.



 


		2.5.	Effect of Headings. The section headings herein are for convenience only and are not part
of this Amendment and shall not affect the interpretation thereof.



 


		2.6.	Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the
entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments,
whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings,
arrangements, promises and commitments are hereby canceled and terminated.



 


[Signature page follows]


 



     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	 	
        CONTINENTAL STOCK TRANSFER & 

        TRUST COMPANY, as Trustee



 


	 	By:	/s/ Francis E. Wolf
	 	 	Name: Francis E. Wolf
	 	 	Title:  Vice President


 


[Signature Page to Amendment to Investment
Management Trust Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	 	AXAR ACQUISITION CORP.


 


	 	By:	/s/ Andrew Axelrod
	 	 	Name: Andrew Axelrod
	 	 	Title:  Director


 


[Signature Page to Amendment to Investment
Management Trust Agreement]