Exhibit 10.8


 


October 7, 2016


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson and Frank Di Paolo


Fax No.: (212) 509-5150


 


Re: Transfer of Common Stock of AR Capital Acquisition
Corp.


 


Gentleman:


 


Pursuant to that certain
Securities Escrow Agreement (the “Escrow 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”), David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with AR Capital, the “Initial Holders”),
and Continental Stock Transfer & Trust Company (the “Escrow Agent”), the Escrow Agent is currently holding
in escrow the ordinary shares of the Company owned by each of the Initial Holders in the amounts identified in Schedule A (the
“Escrow Shares”).


 


AR Capital has executed
an agreement (the “Transfer Agreement”), dated as of September 16, 2016 and amended on September 27, 2016, pursuant
to which it has transferred its Escrow Shares in a private transaction to Axar Master Fund Ltd., a Cayman Islands exempted company
(the “Sponsor”), for the consideration described therein. The Escrow Shares will remain in escrow with you pursuant
to the terms of the Escrow Agreement, but will be transferred to the name of the Sponsor. As Escrow Agent, you acknowledge and
agree not to enter into any control or other agreement relating to, or deliver possession of, the Escrow Shares to any third party,
other than the Sponsor, that could create or perfect a security interest in the Escrow Shares.


 


Further, in connection
with our agreement to transfer the Escrow Shares to the Sponsor, we are attaching executed instruments of transfer with respect
to the Escrow Shares. Please kindly effect the transfer of the Escrow Shares to the Sponsor. The Sponsor agrees to be bound by
the terms and conditions of the Escrow Agreement and will deliver the appropriate instruments of transfer to the Escrow Agent.


 


[Signature Pages Follow]


 




     


     


    

 


This letter shall serve as irrevocable instructions from AR
Capital to you as the Escrow Agent with respect to the transfer of the Escrow Shares and may not be altered by any of us in the
future, except upon termination of the Transfer Agreement in accordance with its terms


  


Very truly yours,


 


	
	 	AR CAPITAL, LLC
	 	 
	 	By:	/s/ Edward Michael Weil Jr
	 	 	Name: Edward Michael Weil Jr
	 	 	Title: CEO


 


[Signature Page to Escrow Letter Agreement]


 




     


     


    

 


The undersigned acknowledge and consent to the foregoing terms.


 


THE COMPANY:


 


	 	AR CAPITAL ACQUISITION CORP. 	 
	 	 	 
	 	By: 	/s/ William Kahane	 
	 	 	Name: William Kahane	 
	 	 	Title: CEO	 


 


[Signature Page to Escrow Letter Agreement]


 




     


     


    

 


The undersigned acknowledge and consent to the foregoing terms.


 


THE SPONSOR:


 


	 	AXAR MASTER FUND LTD.	 
	 	 	 
	 	By: 	/s/ Andrew Axelrod	 
	 	 	Name: Andrew Axelrod	 
	 	 	Title: Director	 


 


[Signature Page to Escrow Letter Agreement]


 




     


     


    

 


The undersigned acknowledge and consent to the foregoing terms.


 


ESCROW AGENT:


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By: 	/s/ Kevin Jennings	 
	 	 	Name: Kevin Jennings	 
	 	 	Title: Vice President	 



 


[Signature Page to Escrow Letter Agreement]


 



     


     


    




 


SCHEDULE A


 


LIST OF INITIAL HOLDERS


 


	Name	 	Escrow Shares	 	 	Warrants	 
	 	 	 	 	 	 	 
	AR Capital, LLC
 405 Park Avenue — 14th Floor
 New York, New York 10022
 Fax No.: (212) 421-5799
	 	 	6,840,000	 	 	 	6,550,000	 
	 	 	 	 	 	 	 	 	 
	David Gong 
5 Charles Street 
Lafayette, CA 94549	 	 	17,391	 	 	 	0	 
	 	 	 	 	 	 	 	 	 
	P. Sue Perrotty 
5 Wyndham Hill Drive 
Reading, PA 19606	 	 	17,391	 	 	 	0	 
	 	 	 	 	 	 	 	 	 
	Dr. Robert J. Froehlich 
504 Ridgemoor Drive 
Willowbrook, IL 60527	 	 	17,391	 	 	 	0