Exhibit 10.5


 





SECURITIES ASSIGNMENT AGREEMENT


 


This Securities Assignment
Agreement is dated as of October 1, 2014 (this “Assignment”), by and among AR Capital, LLC, a Delaware limited
liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”
and collectively, the “Buyers”).


 


WHEREAS, on
the terms and subject to the conditions set forth in this Assignment, the Seller wishes to assign to the Buyers an aggregate of
60,000 shares (the “Shares”) of common stock (“Common Stock”) of AR Capital Acquisition Corp.
(the “Company”), and the Buyers wish to purchase and receive the Shares from the Seller.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section 1 Assignment
of Shares. Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject
to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the
Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the
Company (the “Public Offering”)) is not exercised in full. The Buyers have paid to the Seller an aggregate amount
of Two Hundred Seventeen Dollars and Thirty Nine Cents ($217.39) (the “Purchase Price”), in consideration of
the assignment of the Shares.


 


Section 2 No Conflicts.
Each party represents and warrants that neither the execution and delivery of this Assignment by such party, nor the consummation
or performance by such party of any of the transactions contemplated hereby, will, with or without notice or lapse of time, constitute,
create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any
obligation required under any agreement to which it is a party.


 


Section 3 Investment
Representations. Each Buyer represents and warrants, with respect to himself or herself only, as follows: such Buyer hereby
acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in his or
her investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period.
Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by
the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such
transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s Registration Statement
relating to the Public Offering). Such Buyer further understands that any certificates evidencing the Shares bear a legend referring
to the foregoing transfer restrictions.


 




    	 



    	 



    

  


The Shares are being
acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or
for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract,
undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given
the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions
of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller
possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability
of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any
person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor”
as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not
join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of
the Company or such Buyer for any reason), then such Buyer shall promptly return the Shares to the Company.


 


Section 4 Miscellaneous.
This Assignment, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter. This Assignment may be executed
in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same
instrument. This Assignment may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Assignment or any of
its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Assignment to be effective as of the date first set forth above.


 


	 	AR CAPITAL, LLC
	 	 	 
	 	By:	/s/ Nicholas S. Schorsch
	 	 	Name: Nicholas S. Schorsch
	 	 	Title:  Manager
	 	 	 
	 	BUYERS:
	 	 
	 	/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 ASSIGNMENT AGREEMENT]