Exhibit 10.1


 


PROMISSORY NOTE


 


	Not to Exceed $200,000	August 1, 2014


 


FOR VALUE RECEIVED, the undersigned AR Capital
Acquisition Corp., a Delaware corporation (“Maker” or the “Company”), whose address is 405 Park Avenue—2nd
Floor, New York, New York 10022, hereby unconditionally promises to pay to the order of AR Capital, LLC, a Delaware limited liability
company (“Payee”), at Payee’s office at 405 Park Avenue—12th Floor, New York, New York 10022 (or such other
address specified by Payee to Maker), the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) or such lesser amount as shall have been
advanced by Payee to Maker and shall remain unpaid under this note (this “Note”), in legal and lawful money of the
United States of America.


 


Payee may make advances to Maker from time
to time under this Note; provided, however, that notwithstanding anything to the contrary herein, at no time shall the aggregate
of all advances and re-advances outstanding under this Note exceed $200,000.


 


This is a non-interest bearing Note.


 


The entire unpaid principal balance of this
Note shall be due and payable upon the earlier of January 1, 2015 or the consummation of a public offering of the Company’s
securities.


 


If payment of this Note or any installment
of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately become due and
payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or in equity.


 


This Note may be prepaid, in whole or in
part, without penalty. This Note may not be changed, amended or modified except in a writing expressly intended for such purpose
and executed by the party against whom enforcement of the change, amendment or modification is sought. The loan evidenced by this
Note is made solely for business purposes.


 


THIS NOTE IS BEING EXECUTED AND DELIVERED,
AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO
THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED
PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.


 


Service of any notice by Maker to Payee
or by Payee to Maker shall be mailed, postage prepaid, by certified United States mail, return receipt requested, at the address
for such party set forth in this Note, or at such subsequent address provided to the other party hereto in the manner set forth
in this paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit thereof in an official depository
under the care and custody of the United States Postal Service.


 


Should the indebtedness represented by this
Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings
or if this Note is placed in the hands of attorneys for collection after default, the undersigned and all endorsers, guarantors
and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal and interest
due and payable hereon, reasonable attorneys’ and collection fees.


 




    	 



    	 



    

  


The undersigned and all endorsers, guarantors
and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment,
demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note,
notice of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party,
and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part,
with or without notice, before or after maturity.


 


The undersigned hereby expressly and unconditionally
waives, in connection with any suit, action or proceeding brought by Payee on this Note, any and every right it may have to (i)
injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the same consolidated with any
other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit the undersigned from instituting
or maintaining a separate action against Payee with respect to any asserted claim.


 


Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This Note represents the final agreement
between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.


 


[Signature page follows]


 




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EXECUTED AND AGREED as of the date first
above written.


 


	 	AR Capital Acquisition Corp.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ William M. Kahane
	 	 	Name:	William M. Kahane
	 	 	Title:	Chief Executive Officer


 


[SIGNATURE PAGE TO PROMISSORY NOTE]