Exhibit 10.11


 


AR CAPITAL ACQUISITION CORP.


405 Park Avenue – 2nd Floor


New York, NY 10022


[_____], 2014


 


AR Capital, LLC


405 Park Avenue


New York, New York 10022


 


Re: Agreement Regarding Compensation Reimbursement


 


Gentlemen:


 


This letter agreement
by and between AR Capital Acquisition Corp. (the “Company”) and AR Capital, 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) the Company shall
reimburse AR Capital, LLC for a portion of the compensation paid to its personnel, including certain of the Company’s officers,
who work on the Company’s behalf, in an amount not to exceed $15,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


(ii)
AR Capital, 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 laws principles.


 


[Signature page follows]


 




    	 



    	 



    

  


	 	Very truly yours,
	 	 
	 	AR CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: William M. Kahane
	 	 	Title: Chief Executive Officer


 





	AGREED TO AND ACCEPTED BY:	 
	 	 
	AR CAPITAL, LLC	 
	 	 
	By:	 	 
	Name: Nicholas S. Schorsch	 
	Title: Manager	 







 


[Signature
Page to Agreement REGARDING COMPENSATION REIMBURSEMENT]