Exhibit 10.4


 


SECURITIES ESCROW AGREEMENT


 


SECURITIES ESCROW AGREEMENT,
dated as of October 1, 2014 (the “Agreement”) by and among AR Capital Acquisition Corp., a Delaware corporation
(the “Company”), AR Capital, LLC, a Delaware limited liability company (the “Sponsor”), David
Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with the Sponsor, the “Initial Holders”), and Continental
Stock Transfer & Trust Company (the “Escrow Agent”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated October 1, 2014 (the “Underwriting Agreement”), with Citigroup
Global Markets Inc. (the “Representative”), acting as representative of the several underwriters (collectively,
the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase in a public
offering (the “IPO”) 24,000,000 units (plus up to 3,600,000 units to cover over-allotments, if any) (the “Units”)
of the Company’s securities, each Unit consisting of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), and one-half of one warrant (a “Warrant”), each whole Warrant
entitling the holder to purchase one share of Common Stock, all as more fully described in the Company’s Prospectus dated
October 1, 2014 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File
No. 333-198014) under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective
on October 1, 2014 (the “Effective Date”);


 


WHEREAS, the Initial
Holders have agreed, as a condition to the Underwriters’ obligation to purchase the Units pursuant to the Underwriting Agreement
and to offer them to the public, to deposit all of their shares of Common Stock, as set forth opposite its name on Exhibit A
attached hereto, in aggregate 6,900,000 shares (up to 900,000 of which will be forfeited if the Underwriters’ over-allotment
option is not exercised in full) (the “Escrow Shares”), which includes all shares of Common Stock outstanding
prior to the Closing Date (as defined below);


 


WHEREAS, on October
1, 2014, the Company and the Sponsor entered into that certain Amended and Restated Private Placement Warrants Purchase Agreement,
pursuant to which the Sponsor has agreed to purchase an aggregate of 6,550,000 warrants (or 7,270,000 if the Underwriters’
over-allotment option is exercised in full) (the “Private Warrants” and, together with the Escrow Shares, the
“Escrow Securities”) in a private placement transaction to occur simultaneously on the date of the closing of
the IPO (the “Closing Date”);


 


WHEREAS, the Sponsor
has agreed as a condition of the sale of the Private Warrants to deposit all of its Private Warrants, as set forth opposite its
name on Exhibit A attached hereto, in escrow with the Escrow Agent as hereinafter provided; and


 


WHEREAS, the Company
and the Initial Holders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1.           Appointment
of Escrow Agent. The Company and the Initial Holders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.


 




    	 



    	 



    

 


2.           Deposit
of Escrow Securities. On or before the Closing Date, the Initial Holders shall deliver to the Escrow Agent certificates representing
their respective Escrow Securities, in proper transfer order with Medallion guaranteed stock powers, to be held and disbursed subject
to the terms and conditions of this Agreement.  The Initial Holders acknowledge and agree that the certificates representing
the Escrow Securities will bear a legend to reflect the deposit of such Escrow Securities under this Agreement.


 


3.           Disbursement
of the Escrow Securities. The Escrow Agent shall hold each of the Escrow Shares and the Private Warrants until the termination
of the Escrow Period (as defined below).  In the case of the Escrow Shares, the “Escrow Period” shall be
the period beginning on the date the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending
on the earlier of (x) the first anniversary of the completion of the Company’s initial business combination (as such term
is defined in the Registration Statement), (y) such time subsequent to the Company’s initial business combination as the
last sales price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination, or (z) the date on which the Company completes a liquidation, merger, stock exchange
or other similar transaction after the Company’s initial business combination that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


In the case of Private
Warrants, the “Escrow Period” shall be 30 days after completion of the initial business combination. Subject to Section
4.3, the Private Warrants will not be transferable, assignable or saleable until such time.


 


On the termination
date of the Escrow Period, the Escrow Agent shall, upon written instructions from the Company, disburse the Escrow Securities to
the Initial Holders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 that
up to an aggregate of 900,000 of the Escrow Shares have been forfeited because the Underwriters did not exercise their over-allotment
option in full, then the Escrow Agent shall promptly destroy the certificates representing such Escrow Securities (or portion thereof,
as applicable).  In addition, notwithstanding anything to the contrary contained herein, the Escrow Agent shall disburse
the Escrow Securities to the Initial Holders upon being notified by the Company that the trust account into which substantially
all of the proceeds of the IPO and the sale of the Private Warrants has been deposited as described in the Prospectus (the “Trust
Account”) is being liquidated because the Company has been unable to consummate its initial business combination within
the required time frame.  The Escrow Agent shall have no further duties hereunder after the disbursement or destruction
of the Escrow Securities in accordance with this Section 3.


 


4.           Rights
of Initial Holders in Escrow Securities.


 


4.1           Voting
Rights as a Stockholder.  Subject to the terms of the Insider Letter described in Section 4.4 hereof and except
as herein provided, the Initial Holders shall retain all of their rights as stockholders of the Company during the Escrow Period,
including, without limitation, the right to vote the Escrow Shares.


 




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4.2           Dividends
and Other Distributions in Respect of the Escrow Securities.  During the applicable Escrow Period, all dividends
payable in cash with respect to the Escrow Securities shall be paid to the Initial Holders, but all dividends payable in stock
or other non-cash property with respect to the Escrow Securities (“Non-Cash Dividends”) shall be delivered to
the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Securities”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3           Restrictions
on Transfer.  During the applicable Escrow Period, no sale, transfer or other disposition may be made of any or all
of the Escrow Securities except (i) to the Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor, (ii) in
the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in
the case of an individual, by virtue of laws of descent and distribution upon the death of the individual; (iv) in the case of
an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of the state of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; (vi) by private sales or transfers made in connection with
the consummation of a business combination at prices no greater than the price at which the Escrow Securities were originally purchased;
(vii) in the event of the Company’s liquidation prior to the Company’s completion of our initial business combination;
or (viii) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the Company’s completion of the Company’s initial business combination; provided, however,
that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement agreeing to be bound
by these transfer restrictions.  Even if transferred in accordance with this Section 4.3, the Escrow Securities
will remain subject to this Agreement and may be released from escrow only in accordance with Section 3 hereof.  During
the applicable Escrow Period, the Sponsor shall not pledge or grant a security interest in the Escrow Securities or grant a security
interest in its rights under this Agreement. The Escrow Shares and Private Warrants each shall bear the respective legend provided
on Exhibit B attached hereto.


 


4.4           Insider
Letters.  Each Initial Holder has executed a letter agreement with the Company, dated as of the Effective Date, a
form of which is filed as an exhibit to the Registration Statement (each an “Insider Letter”), which contains
certain rights and obligations of such Initial Holder with respect to the Company, including, but not limited to, certain voting
obligations in respect of the Escrow Shares.


 




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5.           Concerning
the Escrow Agent.


 


5.1           Good
Faith Reliance.  The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in
the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent, which counsel may be company counsel),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow
Agent to be genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.


 


5.2           Indemnification.  The
Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action taken by it hereunder, action, suit
or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from
the gross negligence, willful misconduct or bad faith of the Escrow Agent.  Promptly after the receipt by the Escrow
Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the
other parties hereto in writing.  In the event of the receipt of such notice, the Escrow Agent, in its sole discretion,
may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow
Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities
pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom
and under what circumstances the Escrow Securities are to be disbursed and delivered.  The provisions of this Section
5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3           Compensation.  The
Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder, as set forth
on Exhibit C hereto.  The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable
expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’
and agents’ fees and disbursements and all taxes or other governmental charges.


 


5.4           Further
Assurances.  From time to time on and after the date hereof, the Company and the Initial Holders shall deliver or
cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 




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5.5           Resignation.  The
Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided.  Such resignation shall become
effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved
by the Representative, which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Securities held hereunder.  If
no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Securities with any court it reasonably deems appropriate in the State of New York.


 


5.6           Discharge
of Escrow Agent.  The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective
only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7           Liability.  Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence,
fraud or willful misconduct.


 


6.           Miscellaneous.


 


6.1           Governing
Law.  This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with
the laws of the State of New York without reference to its principles of conflicts of law which would require the application of
the laws of another jurisdiction.  Each of the parties hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such personal jurisdiction,
which jurisdiction shall be exclusive.  Each of the parties hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.


 


6.2           Entire
Agreement.  This Agreement and the Insider Letters contain the entire agreement of the parties hereto with respect
to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in
writing signed by the party to be charged.  In connection with any proposed amendment, the Escrow Agent may request an
opinion of the Company’s counsel as to the validity of the proposed amendment as a condition to its execution of said amendment.


 


6.3           Headings.  The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.4           Binding
Effect.  This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their
legal representative, successors and assigns.


 


6.5           Notices.  Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or
by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and
shall be deemed given when so delivered personally or by private national courier service, or, if mailed, four business days after
the date of mailing, as follows:


 




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if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson or Frank Di Paolo


Fax No.: (212) 509-5150


 


if to the Company, to:


 


AR Capital Acquisition Corp.


405 Park Avenue — 2nd Floor


New York, New York 10022


Attn: Nicholas S. Schorsch


Fax No.: (212) 421-5799


 


and a copy, which shall not constitute notice, to:


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, New York 10173


Attn: Joel L. Rubinstein, Esq.


Fax No.: (212) 547-5444


 


if to the Initial Holders, to the address set forth
in Exhibit A hereto.


 


if to the Underwriters, to:


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, NY 10013


Attn: General Counsel


Fax No.: (212) 816-7912


 


with a copy, to:


 


Akin Gump Strauss Hauer & Feld LLP


One Bryant Park


New York, New York 10036


Attn: Bruce S. Mendelsohn, Esq.


Fax No.: (212) 872-1002


 


The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.6           Liquidation
of Company; Forfeiture.  The Company shall give the Escrow Agent prompt written notification of (i) the liquidation
of the Trust Account or (ii) forfeiture of up to an aggregate of 900,000 Escrow Shares held by the Initial Holders to the extent
the Underwriters’ over-allotment option is not exercised in full, as further described in the Registration Statement.


 




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6.7           Trust
Account Waiver.  Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives any and all right,
title, interest, demand, damages, action, causes of action or claim of any kind whatsoever, known or unknown, foreseen or unforeseen,
in law or equity (a “Claim”) that it has or may have against the Company or in or to any distribution of the
Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.


 


6.8           Third-Party
Beneficiaries.  Each Initial Holder hereby acknowledges that the Underwriters, including, without limitation, the
Representative, are third-party beneficiaries of this Agreement and this Agreement cannot be modified or changed without the prior
written consent of the Representative.


 


6.9           Counterparts.  This
Agreement may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile
transmission and together shall constitute one instrument.


 


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IN WITNESS WHEREOF,
the Company has caused the execution of this Agreement as of the date first above written.


 


	 	AR CAPITAL ACQUISITION CORP.,
	 	 	 	 
	 	By:	/s/ William M. Kahane
	 	 	Name:	William M. Kahane
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Jeanne Schaffer
	 	 	Name:	Jeanne Schaffer
	 	 	Title:	Vice President
	 	 	 	 
	 	AR CAPITAL, LLC
	 	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	 	Name:	Nicholas S. Schorsch
	 	 	Title:	Manager
	 	 	 	 
	 	/s/ David Gong
	 	Name:	David Gong
	 	 	 
	 	/s/ P. Sue Perrotty
	 	Name:	P. Sue Perrotty
	 	 	 
	 	/s/ Dr. Robert J. Froehlich
	 	Name:	Dr. Robert J. Froehlich


 


[Signature Page to Securities Escrow Agreement]


 




    	 



    	 



    

 


EXHIBIT A


 


LIST OF INITIAL HOLDERS


 


	Name	 	Founder Shares	 	Warrants
	 	 	 	 	 
	
        AR Capital, LLC

        405 Park Avenue — 2nd Floor

        New York, New York 10022

        Fax No.: (212) 421-5799
	 	6,840,000 (up to 892,173 of which will be forfeited if the Underwriters’ over-allotment option is not exercised in full)	 	6,550,000 warrants1
	 	 	 	 	 
	
        David Gong

        5 Charles Street

        Lafayette, CA 94549

        
	 	20,000 shares (up to 2,609 of which will be forfeited if the Underwriters’ over-allotment option is not exercised in full)	 	 
	 	 	 	 	 
	
        P. Sue Perrotty

        5 Wyndham Hill Drive

        Reading, PA 19606
	 	20,000 shares (up to 2,609 of which will be forfeited if the Underwriters’ over-allotment option is not exercised in full)	 	 
	 	 	 	 	 
	
        Dr. Robert J. Froehlich

        504 Ridgemoor Drive

        Willowbrook, IL 60527
	 	20,000 shares (up to 2,609 of which will be forfeited if the Underwriters’ over-allotment option is not exercised in full)	 	 


 





 



1 or 7,270,000 if the Underwriters’ over-allotment
option is exercised in full.


 




    	 



    	 



    

 


EXHIBIT B


 


LEGENDS


 


The following legend shall be included
on the certificates representing the Founder Shares:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND, SUBJECT TO
ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE SECURITIES ESCROW AGREEMENT BY AND AMONG AR CAPITAL ACQUISITION CORP.,
(THE “COMPANY”), AR CAPITAL, LLC AND THE OTHER PARTIES THERETO, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN THE LETTER AGREEMENT DATED AS OF OCTOBER 1,
2014 BY AND BETWEEN THE HOLDER AND THE COMPANY.”


 


The following legend shall be included
on the certificates representing the Private Warrants:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE SECURITIES ESCROW AGREEMENT BY AND AMONG AR CAPITAL ACQUISITION CORP., (THE “COMPANY”), AR CAPITAL,
LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    	 



    	 



    

 


EXHIBIT C


 


ESCROW AGENT FEES


 


$200 escrow agent fee per month to be billed on the Closing
Date.