Exhibit 10.1(b)


 


October 1, 2014


AR Capital Acquisition Corp.


405 Park Avenue - 2nd Floor


New York, NY 10022


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”),
and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s
units (including up to 3,600,000 Units that may be purchased to cover overallotments, if any) (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 No. 333-198014 and prospectus (the “Prospectus”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 10 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company as follows:


 


1. The undersigned
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed
Business Combination, he or she shall vote all the Founder Shares owned by him or her and any shares acquired by him or her in
the Public Offering or the secondary public market in favor of such proposed Business Combination.


 




    	 



    	 



    

 





2. The undersigned
hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement)
within 24 months from the closing of the Public Offering or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, he or she shall take all reasonable steps to cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees
that he or she will not propose any amendment to the Company’s amended and restated certificate of incorporation that would
affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within 24 months from the closing of the Public Offering, unless the Company provides its public
stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest not previously released
to the Company to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares.


 


The undersigned acknowledges
that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset
of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The undersigned hereby further
waives, with respect to any Founder Shares held by him or her, any redemption rights he or she may have in connection with the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common
Stock. The undersigned shall be entitled to redemption and liquidation rights with respect to any Offering Shares he or she holds
if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering.


 


3. During the period
commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not (i)
sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). The undersigned further agrees that the forgoing restrictions shall
be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering.


 




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4. To the extent that
the Underwriters do not exercise their over-allotment option to purchase an additional 3,600,000 Units (as described in the Prospectus),
the undersigned agrees that he or she shall return to the Company, on a pro rata basis in accordance with the percentage of Founder
Shares held by him or her, for cancellation at no cost, a number of Founder Shares equal to 900,000 multiplied by a fraction, (i)
the numerator of which is 3,600,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 3,600,000. The undersigned further agrees that to the extent that (a) the size of
the Public Offering is increased or decreased and (b) the undersigned has either purchased or sold shares of Common Stock or an
adjustment to the number of Founder Shares has been effected by way of a stock split, stock dividend, reverse stock split, contribution
back to capital or otherwise, in each case in connection with such increase or decrease in the size of the Public Offering, then
(A) the references to 3,600,000 in the numerator and denominator of the formula in the immediately preceding sentence shall be
changed to a number equal to 15% of the number of shares included in the Units issued in the Public Offering and (B) the reference
to 900,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of shares of the Common
Stock that the Sponsor and the independent directors would have to collectively return to the Company in order to hold an aggregate
of 20.0% of the Company’s issued and outstanding shares after the Public Offering.


 


5. (a) The undersigned
hereby agrees not to participate in the formation of, or become an officer or director of, any other blank check company that is
formed in the United States until the Company has entered into a definitive agreement with respect to a Business Combination or
the Company has failed to complete a Business Combination within 24 months after the closing of the Public Offering.


 


(b) The undersigned
hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of
a breach by the undersigned of his or her obligations under paragraph 5(a), (ii) monetary damages may not be an adequate remedy
for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach.


 


6. (a) On the date
of the Prospectus, the Founder Shares will be placed into an escrow account maintained in New York, New York by Continental Stock
Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, the undersigned agrees not to transfer,
assign, sell or release the shares from escrow until one year after the date of the consummation of a Business Combination or earlier
if, subsequent to a Business Combination, (i) the last sale price of the 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 the consummation of a Business Combination or (ii) the Company consummates a subsequent
liquidation, merger, stock exchange or other similar transaction 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 (the “Lock-up”).


 


(b) The undersigned
agrees that it shall not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such warrants, until
30 days after the completion of a Business Combination.


 




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(c) Notwithstanding
the provisions set forth in paragraph 5(a) and (b), Transfers of the Founder Shares are permitted to (a) 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 (b) 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; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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
shares were originally purchased; (f) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior to the completion of a Business
Combination; or (h) in the event of 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 completion of a Business Combination; provided, however, that in the case of clauses (a)
through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


7. The undersigned’s
biographical information furnished to the Company is true and accurate in all respects and does not omit any material information
with respect to the undersigned’s background. The undersigned’s questionnaire furnished to the Company is true and
accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.


 


8. Except as disclosed
in the Prospectus, neither the undersigned nor any affiliate of the undersigned shall receive any finder’s fee, reimbursement,
consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services
rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of
transaction that it is), other than the following: repayment of a loan of up to $200,000 made to the Company by AR Capital, LLC
(the “Sponsor”), pursuant to a Promissory Note dated August 1, 2014; payment of an aggregate of $10,000
per month to RCS Advisory Services, LLC, an entity under common control with the Sponsor, for office space, utilities, secretarial
support and administrative services, pursuant to an Administrative Services Agreement, dated September 8, 2014; payment to RCS
Capital, a division of an entity under common control with the Sponsor (“RCS”), of an amount equal to
1.1% of the total gross proceeds raised in the Public Offering for financial advisory services rendered to the Company in connection
with the Company’s identification, negotiation and consummation of a Business Combination; reimbursement to the Sponsor 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; reimbursement to RCS for any reasonable out-of-pocket expenses related to
identifying, investigating and completing an initial Business Combination, so long as no proceeds of the Public Offering held in
the Trust Account may be applied to the payment of such expenses prior to the consummation of a Business Combination; and repayment
of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of
the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection with an intended
initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of
the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds
from the Trust Account are used for such repayment.


 




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9. The undersigned
has full right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer
of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in
the Prospectus as an officer and/or director of the Company, as applicable.


 


10. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder Shares”
shall mean the shares of the Common Stock of the Company held by the Sponsor and the Company’s independent directors prior
to the consummation of the Public Offering; (iii) “Private Placement Warrants” shall mean the Warrants
to purchase 6,550,000 shares of Common Stock (or up to 7,270,000 shares of Common Stock if the Underwriter’s over-allotment
option is exercised in full) that are acquired by the Sponsor for an aggregate purchase price of $6.55 million (or $7.27 million
if the Underwriter’s over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (iv) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean the trust fund
into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


11. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by the parties hereto.


 




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12. Neither party hereto
may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
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 shall be binding on the undersigned
and each of his or her respective successors, heirs, personal representatives and assigns.


 


13. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


14. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


15. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December
31, 2014.


 


[Signature page follows]


 




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	 	Sincerely,
	 	 	 
	 	 	/s/ David Gong
	 	 	David Gong
	 	 	 
	Acknowledged and Agreed:	 	 
	 	 	 
	AR CAPITAL ACQUISITION CORP.	 	 
	 	 	 
	By:	 /s/ William M. Kahane	 	 
	 	Name: William M. Kahane	 	 
	 	Title: Chief Executive Officer