Exhibit 10.10





A
Division of Realty Capital Securities, LLC, Member FINRA


405
Park Avenue, 12th Floor, New York, NY 10022


T:
(212) 415-6500


 


PERSONAL AND CONFIDENTIAL


 


[•], 2014


 


AR Capital Acquisition Corporation


405 Park Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


We are pleased to confirm the arrangements
under which RCS Capital, the investment banking and capital markets division of Realty Capital Securities, LLC (“RCS”
or “we”, “us” or “our”), is engaged by AR
Capital Acquisition Corp. (together with its subsidiaries, the “Company”) as a financial advisor
to the Company in connection with the Company’s identification, negotiation and consummation of a merger, acquisition, asset
purchase, or other business combination involving the Company (the “Transaction”). Each of RCS and the
Company acknowledge and agree, that the Company may engage other advisors in connection with a Transaction and that such other
advisors will be entitled to be paid fees by the Company in connection with such engagement.


 


		1.	Strategic Services



 


In connection with the Company’s identification, negotiation
and consummation of a Transaction, RCS will provide the Company with the following services:


  


		·	performing
                                         customary financial analyses of potential Transaction targets;



 


		·	assisting
                                         in coordinating the business due diligence process with potential targets (it being expressly
                                         understood and agreed that the Company shall be solely responsible for setting the scope
                                         of, conducting and the results of its own due diligence in connection with any Transaction,
                                         and we shall have no responsibility therefor);



 


		·	assisting
                                         the Company in its review and consideration of the financial aspects of the financial
                                         aspects of proposals by the Company, as applicable;



 


		·	assisting
                                         the Company in its negotiation of the financial aspects of the Transaction;



 


		·	other
                                         financial advisory services (as we may mutually agree) rendered in advance of the time
                                         the Board of Directors of the Company makes its ultimate decision to execute definitive
                                         documentation related to any Transaction; and



 


		·	if
                                         the Company executes a definitive agreement with respect to an Transaction, post-signing
                                         and pre-closing financial advisory services, as we may mutually agree.



 


For the avoidance
of doubt, the Company understands that RCS is not required to provide a fairness opinion with regard to a Transaction.


  




    	 



    	 



    

  


		2.	Compensation



 


Subject to Section 4, the Company
shall pay to RCS a transaction fee (the “Transaction Fee”), which will be paid in cash promptly upon
consummation of the Transaction, equal to 1.1% of the total gross proceeds (exclusive of any applicable finders’ fees which
might become payable) raised in the registered initial public offering of securities of the Company (the “IPO”)
(inclusive of any “green shoe” or over-allotment option actually exercised by the underwriters in the IPO).
If a Transaction is not consummated for any reason, no Transaction Fee shall be due or payable to RCS hereunder.


 


		3.	Expenses



 


The Company agrees to reimburse RCS monthly
or within five days of receipt of an invoice, and upon consummation of the Transaction or upon termination of our services pursuant
to this letter agreement (this “Agreement”), for our reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of our attorneys, plus any sales, use or similar taxes (including additions to such taxes, if
any) arising in connection with any matter referred to in this Agreement, regardless of whether a Transaction is consummated.
The Company instructs RCS to send any invoice related to expenses to Nicholas Radesca, Chief Financial Officer at the address
above. Furthermore, none of the limitations on reimbursable expenses described in this Section 3 shall in affect in any
way the Company’s obligations under Section 5 hereunder.


 


For purposes of this Agreement, the term
“out-of-pocket expenses” also shall include expenses relating to document production, graphics, word processing, communications
and other similar expenses that may not be directly payable to third party vendors.


 


For the avoidance of doubt, this Section
3 shall not apply to Annex A to this Agreement. Upon closing of the Transaction, any unreimbursed expenses due and
payable upon such closing shall be reimbursed by the Company to RCS in connection with the payment of the Transaction Fee and
no further expenses shall be reimbursed pursuant to this Agreement.


 


		4.	Term and Termination



 


Our services hereunder may be terminated
by the Company or RCS at any time with or without cause (as defined below) effective upon receipt of written notice to that effect
without liability or continuing obligation of the Company or RCS, except that RCS shall be entitled to only one of the following:
(a) the fee payable pursuant to Section 2 to the extent then due and payable (if not then paid) as well as any expenses
incurred by RCS prior to such termination (only in accordance with Section 3 hereof) as a result of services rendered prior
to the date of such termination, all of which shall become immediately payable in full; or (b) pursuant to this Section 4,
payment of the Transaction Fee during the Tail Period or the Break-Up Fee described herein, as applicable. Additionally, upon
termination of this Agreement, Section 5, Section 6 (other than the first paragraph thereof) and Annex A
to this Agreement shall remain operative and in full force and effect.


 


In addition, unless RCS’ services
have been terminated by the Company for cause, RCS will be entitled to the Transaction Fee set forth above if the Transaction
is consummated at any time prior to the expiration of the Tail Period (as defined below) or an agreement is entered into at any
time prior to the expiration of the Tail Period which agreement eventually results in a consummated Transaction.


  




    	 



    	 



    

  


For purposes of this Agreement, “cause”
shall mean the gross negligence or willful misconduct by RCS in performing its obligations under this Agreement (it being expressly
understood and agreed that if the Company and RCS dispute the existence of cause, then a final judicial determination by a court
of competent jurisdiction as to the existence or absence of cause shall prevail, and pending such determination no Offering Fee
shall be due or paid, notwithstanding anything herein that may be to the contrary); provided, however, that the
Company shall not be entitled to claim that it terminated RCS’s engagement hereunder for cause unless the Company shall
have first given RCS reasonable prior written notice of the Company’s intent to terminate RCS’s engagement (such notice
to specify in reasonable detail the facts alleged to give rise to the Company’s right to terminate for cause) and shall
have provided RCS with a reasonable opportunity to cure and RCS shall have so failed to cure.


 


For purposes of this Agreement, “Tail Period”
means the period ending on the earlier of (A) the date RCS resigns its engagement hereunder or is terminated for cause (as defined
above) and (B) 24 months from the date of any other termination of this Agreement by the Company.


 


		5.	Indemnity; Trust Waiver; Other
                                         Relationships 



 


		(a)	In connection with engagements such
                                         as this, it is our firm policy to receive indemnification. The Company agrees to the
                                         provisions with respect to our indemnity and other matters set forth in Annex A
                                         to this Agreement, which is incorporated by reference into this Agreement. Notwithstanding
                                         the foregoing and Annex A, RCS agrees (i) that it does not have any right, title, interest
                                         or claim of any kind in or to any monies in the Company’s trust account (“Trust
                                         Account”) established in connection with the IPO (each, a “Claim”);
                                         (ii) to waive any Claim it may have in the future as a result of, or arising out of,
                                         any services provided to the Company; and (iii) to not seek recourse against the Trust
                                         Account for any reason whatsoever.



  


		(b)	Please be advised that one or more
                                         of AR Capital, LLC, RCS Capital Corporation and their respective subsidiaries and affiliates
                                         (collectively, the “ARC/RCS Group”) are engaged in investment
                                         banking and securities and brokerage activities and principal investing activities, as
                                         well as providing investment, banking, asset and investment management, financing and
                                         financial advisory services and other commercial services and products to a wide range
                                         of clients, from which conflicting interests or duties, or a perception thereof, may
                                         arise (collectively, “Services”). The Company expressly acknowledges
                                         and agrees that, in the ordinary course of business, RCS and other parts of the ARC/RCS
                                         Group at any time (i) may invest on a principal basis or on behalf of customers or manage
                                         funds that invest, make or hold long or short positions, finance positions or trade or
                                         otherwise effect transactions, for their own accounts or the accounts of customers, in
                                         equity, debt or other securities or financial instruments (including derivatives, bank
                                         loans or other obligations) of any potential purchaser, the Company or any other company
                                         that may be involved in any proposed transaction, and (ii) may be providing or arranging
                                         financing and other financial services to one or more potential purchasers or other companies
                                         that may be involved in a competing transaction, in the case of clauses (i) and (ii)
                                         whose interests may conflict with those of the Company.



  




    	 



    	 



    

  


		(c)	Although information may be acquired
                                         in the course of (i) providing Services to parties other than the Company, (ii) engaging
                                         in any transaction (on its own account or otherwise), or (iii) otherwise carrying out
                                         its business, neither RCS nor any other part of the ARC/RCS Group shall have any obligation
                                         to disclose such information, or the fact that it or any other part of the ARC/RCS Group
                                         is in possession of such information, to the Company or to use such information for the
                                         benefit of the Company. In addition, parts of the ARC/RCS Group may have (A) fiduciary
                                         or other relationships whereby such parts may exercise voting power over securities of
                                         various persons, which securities may from time to time include securities of the Company,
                                         any company that may be involved in a potential Transaction or others with interests
                                         with respect to an Transaction, and (B) commercial relationships (including acting as
                                         a vendor or customer) with the Company or any other company that may be involved in any
                                         proposed Transaction. The Company acknowledges that any such parts of the ARC/RCS Group
                                         may exercise such powers and otherwise perform its functions in connection with such
                                         fiduciary, commercial or other relationships without regard to RCS’s relationship
                                         to the Company hereunder. In addition, the Company acknowledges that neither this engagement
                                         nor the receipt by RCS of confidential information nor any other matter shall restrict
                                         or prevent the ARC/RCS Group from undertaking any business activity, acting on behalf
                                         of its own account, or acting on behalf of, or providing any Services to, other customers
                                         and the ARC/RCS Group may undertake any business activity or provide any Services without
                                         further notification to the Company.



  


		(d)	The Company acknowledges that (i) as
                                         part of its engagement hereunder RCS may retain the services of outside counsel whose
                                         fees and expenses would be reimbursed by the Company in accordance with the terms of
                                         this Agreement, and (ii) RCS and/or its affiliates may receive a benefit (including a
                                         discount, credit or other accommodation) from such outside counsel based on the fees
                                         such outside counsel may receive on account of their relationship with RCS and/or its
                                         affiliates, including fees and expenses paid in connection with this engagement.



  


		6.	General Provisions



 


In order to coordinate most effectively
our efforts together to effect a Transaction satisfactory to the Company during the term of our engagement, the Company will keep
RCS promptly informed of any material developments relating to a Transaction.


 


The Company acknowledges and agrees that
RCS has been retained hereunder only as an advisor to the Company, and not as an advisor to any other person, and that any written
or oral analyses or advice provided by RCS in connection with our engagement are exclusively for the information of the Board
of Directors and senior management of the Company (in each case solely in their capacities as directors and officers of the Company)
in connection with their consideration of the Transaction. Such analyses, such advice and the terms of this Agreement may not
be disclosed to any third party or circulated or referred to publicly or used or relied on by any other party or for any other
purpose without our prior written consent, except as such disclosure may be required pursuant to a subpoena or order issued by
a court of competent jurisdiction or by a judicial, administrative, regulatory or legislative body; provided, however,
that the Company shall have, except as prohibited by law, (a) promptly notified RCS of the receipt of any such subpoena or
order, (b) consulted with RCS as to the advisability of taking steps to resist or narrow the scope of the disclosure contemplated
thereby and (c) cooperated with RCS, at RCS’ expense, in any commercially reasonable efforts it may make to obtain an order
or other reliable assurance that confidential treatment will be accorded to such analyses, advice and the terms of this Agreement.


  




    	 



    	 



    

  


The Company recognizes that, in providing
our services pursuant to this Agreement, we will use, rely upon and assume the accuracy and completeness of all of the financial,
legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by us for such purposes (including
publicly available information), and we do not assume any liability therefor or responsibility for the accuracy, completeness
or independent verification thereof. RCS will have no obligation to conduct any independent evaluation or appraisal of the assets
or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of the Company or any other
party or any of their respective affiliates or to advise or opine on any related solvency or viability issues.
The Company confirms all information relating to the Company, a Transaction or, to the knowledge of the Company, a potential
target furnished by or on behalf of the Company will be accurate and complete in all material respects and not misleading. With
respect to any financial forecasts and projections (including cost savings and synergies) made available to RCS by the Company
or a potential target, RCS shall be entitled to assume that such forecasts and projections have been reasonably prepared on bases
reflecting the best currently available estimates and good faith judgments of the management of the Company or such potential
target, as the case may be, as to the matters covered thereby. The Company will notify RCS promptly if it learns of any material
change in any information previously made available to RCS by or on behalf of the Company or, to the Company’s knowledge,
any potential target. It is understood and agreed that RCS will act under this Agreement
as an independent contractor with duties solely to the Company and nothing in this Agreement or the nature of our services in
connection with this engagement or otherwise shall be deemed to create a fiduciary duty or fiduciary or agency relationship between
us and the Company or its stockholders, employees or creditors, and RCS is not assuming any duties or obligations other than those
expressly set forth in this Agreement. Accordingly, the Company agrees that it shall not make, and hereby waives, any claim based
on an assertion of such a fiduciary duty or fiduciary or agency relationship. Except as set forth in Annex A to this Agreement,
nothing in this Agreement is intended to confer upon any other person (including equity holders, employees or creditors of the
Company) any rights or remedies hereunder or by reason hereof.  The rights and obligations
the Company may have under any other agreement with RCS or its affiliates are separate from the Company’s rights and obligations
under this Agreement and will not be affected in any way by this Agreement. RCS may, to the extent it deems appropriate, retain
the services of any of its affiliates or entities under common ownership (including RCS Capital Corporation, AR Capital, LLC and
their respective subsidiaries) to assist RCS in providing its services hereunder and share with any such affiliates any information
made available in connection with the engagement hereunder.


  




    	 



    	 



    

  


Following public announcement of the Transaction,
RCS may, at its option and expense, place customary tombstone announcements and advertisements or otherwise publicize the Transaction
and RCS’s role in it (which may include the reproduction of the Company’s logo) in financial and other newspapers
and journals and marketing materials describing its services hereunder. In addition, following public announcement of the Transaction,
the Company acknowledges that RCS may disclose its engagement hereunder in any research report relating to the Company or its
industry to the extent necessary to comply with applicable laws, rules and regulations and its internal policies. If requested
by RCS, the Company will include a mutually acceptable reference to RCS as financial advisor to the Company in any press release
or other similar public announcement made by the Company with respect to the Transaction.


 


In accordance with the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), RCS is required to obtain, verify and record
information that identifies its clients, including the Company, which information may include the name and address of its clients,
as well as other information that will allow RCS to properly identify its clients.


 


The Company understands that RCS does
not provide (nor is the Company relying on them for) accounting, tax, legal or regulatory advice and that RCS’s role in
any due diligence will be limited to performing such review as it shall deem necessary to support its own advice and analysis
and shall not be on behalf of the Company. Notwithstanding anything herein to the contrary, the Company is authorized to disclose
to any person the U.S. federal and state income tax treatment and tax structure of the Transaction and all materials of any kind
(including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without RCS
imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential
(and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For
this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.


 


As used in the Agreement, (i) the
words “include”, “includes” and “including” are deemed to be followed
by the phrase “without limitation”, and (ii) “person” means any natural person, corporation,
firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity
or other entity.


 


This Agreement (including Annex A
to this Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof, has been duly authorized and executed by each of the parties hereto
and constitutes the legal, binding obligation of each such party. If any provision of this Agreement is determined to be invalid
or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. This Agreement may be executed (including by facsimile and PDF
transmission) in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same agreement.


 


This Agreement (including Annex A
to this Agreement) shall inure to the benefit of and be binding upon the Company and RCS
and their respective permitted successors and permitted assigns. This Agreement may not be assigned (whether by contract, operation
of law or otherwise) without the prior written consent of the parties hereto.


  




    	 



    	 



    

  


This Agreement shall be governed by
and construed and interpreted in accordance with the laws of the State of New York. The Company hereby submits to the jurisdiction
of any New York state or federal court sitting in the Borough of Manhattan of the City of New York in any proceeding arising out
of or relating to this Agreement, agrees not to commence any suit, action or proceeding relating thereto except in such courts,
and waives, to the fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such court
on the basis of any objection to personal jurisdiction, venue or inconvenient jurisdiction. Any rights to trial by jury with respect
to any suit, action, proceeding or claim (whether based upon contract, tort or otherwise), directly or indirectly, arising out
of or relating to this Agreement or RCS’s engagement hereunder are expressly and irrevocably waived by RCS and the Company
(on its own behalf and, to the extent permitted by applicable law, on behalf of its security holders).


 


Please confirm that the foregoing is in
accordance with the Company’s understanding by signing and returning to us the enclosed copy of this Agreement, which shall
become a binding letter agreement upon our receipt. We are delighted to accept this engagement and look forward to working with
the Company on this assignment.


  


[Remainder of page left blank intentionally]


 




    	 



    	 



    

 


Very truly yours,


 


RCS CAPITAL, the investment banking and
capital markets division of REALTY CAPITAL SECURITIES, LLC


 


By: RCS Capital Corporation, its managing
member


 


	By:	 	 
	 	Name: Brian D. Jones	 
	 	Title: Chief Financial Officer	 
	 	 	 
	Acknowledged and Agreed to	 
	as of the date first above written:	 
	 	 	 
	AR Capital Acquisition Corp.	 
	 	 	 
	By:	 

	 


	 	Name: Nicholas Radesca	 
	 	Title: Chief Financial Officer	 


 




    	 



    	 



    




 


Annex A


 


The Company agrees to indemnify RCS, any
of its affiliates and entities under common ownership (including Realty Capital Securities, LLC, AR Capital, LLC and their respective
subsidiaries), its and their respective directors, officers, employees and agents and each other person controlling RCS or any
of its affiliates (each, an “Indemnified Party”), and hold each of them harmless, from and against any
and all losses, claims, damages and liabilities (collectively, “Liabilities”) to which any of the Indemnified
Parties may become subject relating to, arising in any manner out of or in connection with the rendering of services pursuant
to the Agreement to which this Annex A is attached (including any related activities and services rendered prior to the
date hereof), the Transaction or an Indemnified Party’s role in connection therewith, except and solely to the extent it
is finally judicially determined that such Liabilities resulted from the gross negligence or willful misconduct of such Indemnified
Party.


 


The Company also agrees to reimburse each
Indemnified Party for any legal and other expenses reasonably incurred in connection with investigating, preparing for, defending,
responding to third party subpoenas, preparing to serve or serving as a witness with respect to, providing evidence in, or otherwise
relating to any pending or threatened action, claim, suit, proceeding or investigation (each and collectively, an “Action”),
whether or not such Action is initiated or brought by or on behalf of the Company, relating to, arising in any manner out of or
in connection with the rendering of services pursuant to the Agreement to which this Annex A is attached (including any
related activities and services prior to the date hereof), the Transaction or an Indemnified Party’s role in connection
therewith (whether or not any Indemnified Party is a party to such Action) or in enforcing the Agreement to which this Annex
A is attached (including this Annex A), in each case as such expenses are incurred.


 


The Company further agrees that no Indemnified
Party shall have any Liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any person asserting
claims on behalf of or in right of the Company relating to, arising in any manner out of or in connection with the rendering of
services pursuant to the Agreement to which this Annex A is attached (including any related activities and services rendered
prior to the date hereof), the Transaction or an Indemnified Party’s role in connection therewith, except and solely to
the extent it is finally judicially determined that such Liability resulted from the gross negligence or willful misconduct
of such Indemnified Party.


 


If the foregoing indemnification or reimbursement
is judicially determined to be unavailable for any reason (other than due to the gross negligence or willful misconduct of an
Indemnified Party to the extent finally judicially determined), then the Company and RCS shall contribute to the Liabilities for
which such indemnification or reimbursement is held unavailable (a) in such proportion as is appropriate to reflect the relative
benefits to the Company, on the one hand, and RCS, on the other hand, in connection with the transactions to which such indemnification
or reimbursement relates or (b) if (but only if) the allocation provided by clause (a) above is judicially determined not to be
permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a), but
also the relative fault of the Company, on the one hand, and RCS, on the other hand, as well as any other relevant equitable considerations;
provided that, in no event shall the amount to be contributed by RCS pursuant to this paragraph exceed the fees actually received
by RCS as a financial advisor under the Agreement to which this Annex A is attached. For the purposes of this Annex
A, the relative benefits to the Company and RCS of the Transaction shall be deemed to be in the same proportion as (i) the
total value paid or contemplated to be paid or received or contemplated to be received by the Company or its security holders,
as the case may be, in connection with such Transaction, whether or not any such Transaction is consummated, bears to (ii) the
fees paid to RCS as financial advisor under the Agreement to which this Annex A is attached for such Strategic Alternative.


 




    	 



    	 



    

 


The Company agrees that, without RCS’s
prior written consent, it will not agree to any settlement of, compromise or consent to the entry of any judgment in or other
termination of (each and collectively, a “Settlement”) any Action in respect of which indemnification
could be sought hereunder (whether or not RCS or any other Indemnified Party is an actual or potential party to such Action),
unless (A) such Settlement includes an unconditional and irrevocable release from the party bringing such Action of all Indemnified
Parties, (B) such Settlement involves only the payment of money and does not provide for injunctive or other nonmonetary relief
affecting any Indemnified Party, and (C) does not contain any adverse statement with respect to any Indemnified Party, and
(D) the parties agree that the terms of such Settlement shall remain confidential. Prior to entering into any agreement or arrangement
with respect to any proposed transaction involving the sale of all or substantially all of the Company that does not directly
or indirectly provide for the assumption of the obligations of the Company set forth in this Annex A, the Company will
notify RCS (if not previously so notified) and, if requested by RCS, shall arrange in connection therewith a reasonable alternative
means of providing for the obligations of the Company set forth in this Annex A, which could include the assumption of
such obligations by another party, insurance, surety bonds or the creation of an escrow in each case in an amount and upon terms
and conditions reasonably satisfactory to RCS. The rights of the Indemnified Parties referred to in this Annex A shall
be in addition to any rights that any Indemnified Party may have at common law or otherwise and shall survive any termination
or completion of the engagement provided by the Agreement to which this Annex A is attached.