Exhibit 10.9


 


AR CAPITAL ACQUISITION CORP.


405 Park Avenue—2nd Floor


New York, New York 10022


 


September 8, 2014


 


RCS Advisory Services, LLC


405 Park Avenue


New York, New York 10022


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between AR
Capital Acquisition Corp. (the “Company”) and RCS Advisory Services, LLC, dated as of the date hereof, will confirm
our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission
(the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business
combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”):


 


(i) RCS Advisory Services, LLC shall make
available to the Company, at 405 Park Avenue, New York, New York 10022 (or any successor location of RCS Advisory Services, LLC),
certain office space, utilities, secretarial support and administrative services as may be reasonably required by the Company.
In exchange therefor, the Company shall pay RCS Advisory Services, LLC the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) RCS Advisory Services, LLC hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and
any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public
stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will
be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of,
or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or
any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction
of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of law principles.


 


[Signature page follows]

 




    	 



    	 



    

 


	

	 	Very truly yours, 
	 	 	 
	 	 	AR CAPITAL ACQUISITION CORP.
	 	 	 	 
	 	 	By: 	/s/ William M. Kahane 
	 	 	 	Name: 	William M. Kahane
	
         

         
	 	 	Title: 	Chief Executive Officer




	 	 	 
	AGREED TO AND ACCEPTED BY: 	 	 
	 	 	 
	
        RCS Advisory Services,
        LLC

         
	 	 
	 	 	 	 
	By: 	
        RCS Capital Corporation, its Managing Member

         
	 	 
	 	 	 	 
	By: 	/s/ William M. Kahane 	 	 
	 	
        Name:   William M. Kahane
Title:   Chief Executive Officer and Director

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 


 


[Signature
Page to Administrative Services Agreement]