Exhibit 10.3


 





 


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


 


October 1, 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:	/s/ Brian D. Jones	 
	 	Name: Brian D. Jones	 
	 	Title: Chief Financial Officer	 


 


Acknowledged and Agreed to


as of the date first above written:


 


AR Capital Acquisition Corp.


 


	By:	
        /s/ Nicholas Radesca
	 
	 	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.