8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2016
 

AXAR ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36669	47-1434549
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1330 Avenue of the Americas, Sixth Floor, New York, New York 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 212-356-6130

AR Capital Acquisition Corp.

405 Park Avenue, 14th Floor, New York, New York 10022
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 7, 2016, following the approval of the proposals at the Special Meeting of Stockholders and Special Meeting of Public Warrantholders (each as defined herein), the transactions contemplated by the Agreement by and among Axar Acquisition Corp. (f/k/a AR Capital Acquisition Corp.) (the “Company” or “we”), AR Capital, LLC (“ARC”) and Axar Master Fund Ltd. (“Axar”), dated September 16, 2016 (as amended, the “Agreement”), relating to ARC’s transfer of all of its shares of Company common stock and warrants to Axar, closed (the “Closing”). In connection with the Closing, the Company entered into the following agreements or amendments to agreements, as applicable (collectively, the “Closing Agreements”).

· Letter agreement with Axar, in substantially the form as was entered into between the Company and ARC in connection with the Company’s initial public offering (“IPO”), pursuant to which Axar will be, subject to certain exceptions and limitations, liable to the Company if and to the extent any claims by a vendor for services rendered (other than the Company’s independent public accountants) or products sold to the Company, or a prospective target business with which the Company has entered into an acquisition agreement, reduce the amount of funds in the Trust Account (as defined below).

· Amendment to the letter agreement among the Company, ARC, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld, pursuant to which the insider letter agreement among the foregoing parties entered into in connection with the IPO was terminated with respect to ARC, Mr. Schorsch, Mr. Radesca and Mr. Kahane.

· Amendment to the Trust Agreement (as defined below) to extend the date by which the Trustee (as defined below) must commence liquidating the Trust Account if the Company has not consummated a business combination (the “Termination Date”) from October 7, 2016 (the “Current Termination Date”) to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the “Extended Termination Date”).

· Amendment to the Warrant Agreement, dated as of October 1, 2014 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, providing for the conversion of all of the 12,000,000 outstanding public warrants into the right to receive $0.15 per public warrant, payable in cash or shares of common stock (valued at $10.00 per share), at the discretion of the Company, automatically upon the consummation of a business combination, and (ii) to increase the exercise price of the warrants issued in a private placement concurrently with the IPO (“Private Placement Warrants”) from $11.50 to $12.50 (subject to further adjustment as provided therein).

· Amendment to the compensation reimbursement agreement providing for the termination, effective as of the Closing, of the compensation reimbursement agreement between ARC and the Company.

· Dividend waiver letter, pursuant to which the Company’s independent directors have waived their right to receive the dividend described in Item 8.01.

· Joinder to the registration rights agreement, pursuant to which Axar became a party to the registration rights agreement entered into by the Company and the other signatories thereto at the time of the IPO.

· Escrow letter agreement, pursuant to which Axar agreed to be bound by the terms of the securities escrow agreement that was entered into by ARC, the Company, the Company’s independent directors and Continental Stock Transfer & Trust Company in connection with the IPO.

The foregoing summaries of the Closing Agreements are qualified in their entirety by reference to the text of the Closing Agreements, which are filed as Exhibits 10.1 through 10.8 and incorporated herein by reference.

2

At the Closing, Axar owned 85.8% of the Company’s outstanding common stock, consisting of (i) 5,947,827 shares of common stock acquired from ARC and (ii) 1,350,000 shares of common stock that Axar purchased from stockholders who indicated an intention to redeem such shares in connection with the Extension Amendment (as defined in Item 5.07). Axar also owns 6,550,000 Private Placement Warrants. In consideration for the transfer of the shares and Private Placement Warrants described in this paragraph, Axar has agreed to pay ARC $1,000,000 upon the closing of the Company’s initial business combination in addition to the $10.00 paid on the date of the Closing.

In connection with the Closing, Axar has agreed to lend us on January 1, 2017 and on the first business day of each of the following three fiscal quarters commencing thereafter (or, if the Extended Termination Date is October 1, 2017, the following two fiscal quarters commencing thereafter) approximately $125,300 (the “Trust Loans”), which amounts will be deposited in the Trust Account. Axar has also agreed to lend us up to $2 million for working capital and other expenses (together with the Trust Loans, the “Loans”). The Loans will be non-interest bearing and repayable by us to Axar upon consummation of an initial business combination.

Reference is made to the disclosure set forth in Item 1.01 of the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on September 19, 2016 (File No. 001-36669) and Item 1.01 of the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on September 27, 2016 (File No. 001-36669), which are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

Reference is made to the description of the amendment to the Warrant Agreement in Item 5.07 under the caption “Special Meeting of Public Warrantholders,” which is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure set forth in Item 1.01 and Item 5.02 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed by the Company, effective upon the Closing, Andrew Axelrod was appointed as Chief Executive Officer and Executive Chairman of the Board of Directors, Lionel Benichou was appointed as Chief Financial Officer, Nicholas S. Schorsch and William Kahane each resigned from their positions as officers and directors and Nicholas Radesca resigned as Chief Financial Officer of the Company.

Reference is made to the disclosure set forth in Item 1.01 herein and in Item 5.02 of the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on September 19, 2016 (File No. 001-36669), which are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the Closing and the approval of the proposals at the Special Meeting of Stockholders and Special Meeting of Public Warrantholders (each as defined in Item 5.07), on October 7, 2016, we filed an Amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to effectuate the Extension Amendment and Name Change Amendment (both as defined in Item 5.07).

Reference is made to the disclosure set forth in Item 5.07, which is incorporated herein by reference.

The foregoing summary of the Amendment is not intended to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 6, 2016, we held a special meeting of stockholders (the “Special Meeting of Stockholders”) and a special meeting of public warrantholders (the “Special Meeting of Public Warrantholders”).

3

We set forth below a summary of the final voting results for the proposals that our stockholders and public warrantholders considered and voted on at the Special Meeting of Stockholders and Special Meeting of Public Warrantholders.

Special Meeting of Stockholders

1. Extension Amendment

The Company’s stockholders approved a proposal to amend the Charter to extend the Termination Date from the Current Termination Date to the Extended Termination Date (such Charter amendment, the “Extension Amendment”). We set forth below the results of the stockholder vote on this proposal:

Votes For	Votes Against	Abstentions
23,871,886	3,585,403	2,371,008

2. Reverse Stock Split/Withdrawal Amendment

The Company’s stockholders approved a proposal to amend the Charter (i) to effect a reverse stock split of our common stock, only if there are greater than 10,000,000 shares of our common stock initially sold as part of the units (“public shares”) in the IPO outstanding immediately after the completion of any redemptions of public shares in connection with the Extension Amendment, using a ratio, to be established by the board of directors of the Company in its sole discretion not to exceed 1:2.4, that would reduce the total number of public shares to 10,000,000 (the “Reverse Stock Split”), and (ii) to permit the withdrawal of funds from the trust account established in connection with the IPO (the “Trust Account”) to pay the cash dividend described in the Trust Dividend Withdrawal Amendment proposal below (the “Reverse Stock Split/Withdrawal Amendment”). We set forth below the results of the stockholder vote on this proposal:

Votes For	Votes Against	Abstentions
23,880,524	3,576,765	2,371,008

3. Name Change Amendment

The Company’s stockholders approved a proposal to amend the Charter to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.” (the “Name Change Amendment”). We set forth below the results of the stockholder vote on this proposal:

Votes For	Votes Against	Abstentions
23,884,228	3,573,061	2,371,008

4. Trust Extension Amendment

The Company’s stockholders approved a proposal to amend the Investment Management Trust Agreement, dated as of October 1, 2014 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the date on which the Trustee must commence liquidation of the Trust Account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date and to permit the withdrawal of funds from the Trust Account to pay holders of public shares (“public stockholders”) who properly exercise their redemption rights in connection with the Extension Amendment (the “Trust Extension Amendment”). We set forth below the results of the stockholder vote on this proposal:

Votes For	Votes Against	Abstentions
23,871,886	3,585,403	2,371,008

4

5. Trust Dividend Withdrawal Amendment

The Company’s stockholders approved a proposal to amend the Trust Agreement to permit the withdrawal of funds from the Trust Account to pay a cash dividend to be declared by our board of directors on the common stock outstanding, which will be payable immediately after and only if the Reverse Stock Split is effected, in an amount per outstanding share equal to (i) the amount of cash held in the Trust Account in excess of $100,000,000 after giving effect to redemptions in connection with the Extension Amendment, divided by (ii) 10,000,000 (the “Trust Dividend Withdrawal Amendment”). We set forth below the results of the stockholder vote on this proposal:

Votes For	Votes Against	Abstentions
23,876,590	3,580,699	2,371,008

Redemptions

At the Special Meeting of Stockholders, holders of 21,493,889 public shares elected to exercise their redemption rights, which resulted in 2,506,111 public shares remaining outstanding following the Special Meeting of Stockholders. As a result, the Reverse Stock Split/Withdrawal Amendment and the Trust Dividend Withdrawal Amendment, which were approved, will not be effected because the implementation of such proposals was conditioned upon there being more than 10,000,000 public shares outstanding immediately after the completion of redemption of public shares in connection with the Extension Amendment.

Special Meeting of Public Warrantholders

Extension Amendment

The Company’s public warrantholders approved a proposal to amend to the Warrant Agreement to provide for (i) the conversion, upon the consummation of a business combination, of all of the 12,000,000 outstanding public warrants into the right to receive $0.15 per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the public warrants, and (ii) the increase in the exercise price of the Private Placement Warrants from $11.50 to $12.50 per share (subject to further adjustment as provided therein) (the “Warrant Amendment Proposal”). We set forth below the results of the public warrantholder vote on this proposal:

Votes For	Votes Against	Abstentions
7,984,708	1,155,155	75,000

Item 8.01. Other Events.

On October 7, 2016 and following approval of the proposals at the Special Meeting of Stockholders and Special Meeting of Public Warrantholders, the Company’s Board of Directors declared a dividend (the “Dividend”) on the Company’s common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock at $12.50 per share (each a “new warrant”). The new warrants will be issued on October 17, 2016 to stockholders of record on October 11, 2016. Each holder of the Company’s common stock will receive one-half of one new warrant for every share owned as of the record date (with the number of warrants rounded down to the nearest whole number). The new warrants will not be exercisable until the later of (i) the date that is 30 days after the first date on which the Company completes an initial business combination and (ii) October 17, 2017. The new warrants are expected to be quoted on the OTC market. Only a whole new warrant may be exercised at any given time by a warrantholder. A warrantholder will not be able to exercise any one-half of one new warrant unless it is combined with another one-half of one new warrant. The Company will issue the new warrants pursuant to a warrant agreement which will be attached as an exhibit to the Company’s Current Report on Form 8-K that will be filed with the U.S. Securities and Exchange Commission prior to the date of issuance of the new warrants.

5

On October 7, 2016, the Company issued a press release announcing, among other things, the results of the Special Meeting of Stockholders and the Special Meeting of Public Warrantholders and the declaration of the Dividend. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.

6

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AXAR ACQUISITION CORP.
By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title: Chief Executive Officer

Dated: October 13, 2016

7

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to the Amended and Restated Certificate of Incorporation.
10.1	Letter Agreement, dated October 7, 2016, by and between Axar Master Fund Ltd. and the Company.
10.2	Amendment to the Letter Agreement, dated October 7, 2016, by and among the Company, AR Capital, LLC, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld.
10.3	Amendment No. 1 to the Investment Management Trust Agreement, dated as of October 7, 2016, by and between Continental Stock Transfer & Trust Company and the Company.
10.4	Amendment No. 1 to the Warrant Agreement, dated as of October 7, 2016, by and between the Company and Continental Stock Transfer & Trust Company.
10.5	Amendment to the Compensation Reimbursement Agreement, dated as of October 7, 2016, by and between the Company and AR Capital, LLC.
10.6	Dividend Waiver Letter, dated October 7, 2016, by and among Dr. Robert J. Froehlich, David Gong, P. Sue Perrotty, Axar Master Fund Ltd. and the Company.
10.7	Joinder to Registration Rights Agreement, dated October 7, 2016, by Axar Master Fund Ltd.
10.8	Escrow Letter Agreement, dated October 7, 2016, by and among AR Capital, LLC, the Company, Axar Master Fund Ltd. and Continental Stock Transfer & Trust Company.
99.1	Press Release.

8

EX-3.1

Exhibit 3.1

AMENDMENT

TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AR CAPITAL ACQUISITION CORP.

Pursuant to Section 242 of the
Delaware General Corporation Law

The undersigned, being a duly authorized officer of AR CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

1. The name of the Corporation is “AR Capital Acquisition Corp.”

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 25, 2014, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 1, 2014.

3. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware (the “GCL”).

5. ARTICLE I is hereby amended and restated as follows:

The name of the Corporation is “Axar Acquisition Corp.” (the “Corporation”).

6. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on August 11, 2014, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of (a) interest to pay income taxes and franchise taxes and (b) funds from the Trust Account to pay Public Stockholders (as defined below) who properly exercise their redemption rights in connection with the a stockholder vote to amend this Article IX, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination and (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017. Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of AR Capital, LLC. (the “Sponsor”)) are referred to herein as “Public Stockholders.”

7. The text of Section 9.2(d) is hereby amended and restated to read in full as follows:

“(d) In the event that the Corporation has not consummated a Business Combination by (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay franchise and income taxes and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public 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 remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”

8. The text of Section 9.3(a) is hereby amended to insert “9.1(b),” immediately before “9.2(a),”.

9. The text of Section 9.7 is hereby amended and restated to read in full as follows:

“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated a Business Combination by (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the 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 Corporation to pay franchise and income taxes, divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.”

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 7^th day of October, 2016.

By:	/s/ William Kahane
	Name: William Kahane
	Title:   CEO

[Signature Page to Amendment to the Amended and Restated Certificate of Incorporation]

EX-10.1

Exhibit 10.1

October 7, 2016

AR Capital Acquisition Corp.

405 Park Avenue, 14^th Floor

New York, New York 10022

Re: Agreement of New Sponsor

Ladies and Gentlemen:

In connection with the consummation of the transactions contemplated by that certain Agreement, dated September 16, 2016, by and among the undersigned, AR Capital Acquisition Corp. (the “Company”) and AR Capital, LLC (“ARC LLC”), as amended by the First Amendment to the Agreement, dated September 27, 2016, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 8 hereof):

1. If the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, the undersigned will vote all Founder Shares and any shares acquired by it in 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 by October 1, 2017 or if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Outside Date”), the undersigned 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 public 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 to 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 by the Outside Date, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares.

The undersigned agrees that it 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 shares of the Common Stock held by it, him or her, any redemption rights it, 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 (although the undersigned shall be entitled to redemption and liquidation rights with respect to any shares of Common Stock (other than the Founder Shares) it holds if the Company fails to consummate a Business Combination by the Outside Date).

3. In the event of the liquidation of the Trust Account, the undersigned (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account, provided, further, that such indemnification of the Company by the Indemnitor shall apply only if such third party or Target has not executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible for any liability as a result of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the Company by the Indemnitor shall not apply as to any claims under the Company’s obligation to indemnify the underwriters of the Public Offering (the “Underwriters”) against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

4. 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 by the Outside Date.

2

5. (a) The undersigned acknowledges that the Founder Shares are held in 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 Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) 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 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 (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.

(c) Notwithstanding the provisions set forth in paragraphs 6(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock underlying the Private Placement Warrants are permitted (a) 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 undersigned or its affiliates, or any affiliates of the undersigned, (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 securities were originally purchased; (f) by virtue of the laws of the state of Delaware or the undersigned’s limited liability company agreement upon dissolution of the undersigned; (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.

6. Neither the undersigned nor any affiliate of the undersigned, nor any director or officer of the Company, 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 reimbursement 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 undersigned or an affiliate of the undersigned 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.

3

7. The undersigned has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer) to enter into this Letter Agreement.

8. 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 issued 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 that were acquired by ARC LLC for an aggregate purchase price of $6.55 million, or $1.00 per Warrant, in a private placement that occurred simultaneously with the consummation of the Public Offering; (iv) “Public Offering” means the initial public offering of the Company that closed on October 7, 2014; (v) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; 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).

9. 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 all parties hereto.

10. No 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 its successors, heirs and assigns.

11. 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) all 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.

4

12. 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.

13. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company.

[Signature Page Follows]

5

Sincerely,
AXAR MASTER FUND LTD.
By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title: Director

[Signature Page to Letter Agreement]

Acknowledged and Agreed:
AR CAPITAL ACQUISITION CORP.
By:	/s/ William Kahane
	Name: William Kahane
	Title: CEO

[Signature Page to Letter Agreement]

EX-10.2

Exhibit 10.2

October 7, 2016

AR Capital Acquisition Corp.

405 Park Avenue, 14th Floor

New York, New York 10022

AR Capital, LLC

405 Park Avenue, 14th Floor

New York, New York 10022

Re: Termination Letter

Gentlemen:

Reference is made to that certain letter agreement dated as of October 1, 2014 (the “Insider Letter Agreement”), by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (“AR Capital”), Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld (collectively, the “Parties”).

Based on the due execution and delivery of (i) that certain transfer agreement dated as of September 16, 2016, by and among AR Capital, Axar Master Fund Ltd., a Cayman Islands exempted company (“Axar”), and the Company, as amended by the First Amendment to the Agreement, dated September 27, 2016, and (ii) that certain insider letter agreement dated as of even date herewith, by and between Axar and the Company, the Parties hereby agree that the Insider Letter Agreement is terminated effective as of the date hereof with respect to Nicholas S. Schorsch, William M. Kahane and Nicholas Radesca; provided however, that the Insider Letter Agreement shall remain in full force and effect with respect to Yoav Wiegenfeld.

[Signature Page Follows]

Very truly, yours,
AR CAPITAL ACQUISITION CORP.
By:	/s/ William Kahane
	Name: William Kahane Title: CEO

[Signature Page to Insider Letter Amendment]

ACKNOWLEDGED AND AGREED:

AR CAPITAL, LLC

By:	/s/ Edward Michael Weil Jr
	Name: Edward Michael Weil Jr
	Title: CEO
By:	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch

By:	/s/ William M. Kahane
	Name: William M. Kahane
By:	/s/ Nicholas Radesca
	Name: Nicholas Radesca

By:	/s/ Yoav Wiegenfeld
	Name: Yoav Wiegenfeld

[Signature Page to Insider Letter Amendment]

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 7, 2016, by and between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on October 7, 2014, the Company consummated an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant, each warrant entitling the holder thereof to purchase one-half of one share of Common Stock;

WHEREAS, the Company entered into an Underwriting Agreement with Citigroup Global Markets Inc. as representative of the several underwriters named therein (the “Underwriting Agreement”);

WHEREAS, $240,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of October 1, 2014 by and between the Company and the Trustee (the “Original Agreement”);

WHEREAS, the Company has sought the approval of its Public Stockholders at a meeting of its stockholders to: (i) extend the date before which the Company must complete a business combination from October 7, 2016 to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the “Extension Amendment”) and (ii) extend the date on which the Trustee must commence liquidation of the Trust Account if the Company has not completed a business combination from October 7, 2016 to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the “Trust Extension Amendment”);

WHEREAS, holders of at least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the Trust Extension Amendment; and

WHEREAS, the parties desire to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Extension Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment of Trust Agreement.

1.1. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”

1.2. A new Section 1(k) is hereby added to the Original Agreement as follows:

“(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders in the event that the Company’s stockholders approve an amendment to the Company’s amended and restated certificate of incorporation to extend the time period in which the Company must complete its initial Business Combination or commence liquidation of the Trust Account. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request.”

1.3. A new Section 1(m) is hereby added to the Original Agreement as follows:

“(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and”

1.4. Exhibit B of the Original Agreement is hereby amended and restated in its entirety as follows:

“EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson or Sharmin Carter

Re: Trust Account No. 530-400227 Termination Letter

Gentlemen:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 1, 2014 (as amended from time to time, the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In acco rdance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________, 20__ and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [October 1, 2017] [December 31, 2017] as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Very truly yours,

Axar Acquisition Corp.

By:
	Name:
	Title:

cc: Citigroup Global Markets Inc.”

1.5. A new Exhibit D is hereby added to the Original Agreement as follows:

“EXHIBIT D

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Sharmin Carter

Re: Trust Account No. 530-400227 Stockholder Redemption Withdrawal Instruction

Gentlemen:

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Axar Acquisition Corp. (formerly AR Capital Acquisition Corp.) (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 1, 2014 (the “Trust Agreement”), the Company hereby requests that you deliver on behalf of the Company $_______ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay its public stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with the stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the time in which the Company must complete a Business Combination or commence liquidation of the Trust Account. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,

Axar Acquisition Corp.

By:
	Name:
	Title:

cc: Citigroup Global Markets Inc.”

2. Miscellaneous Provisions.

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3. Applicable Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

2.4. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Trustee

By:	/s/ Francis E. Wolf
	Name: Francis E. Wolf
	Title:  Vice President

[Signature Page to Amendment to Investment Management Trust Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

AXAR ACQUISITION CORP.

By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title:  Director

[Signature Page to Amendment to Investment Management Trust Agreement]

EX-10.4

Exhibit 10.4

Execution Version

AMENDMENT NO. 1 TO WARRANT AGREEMENT

THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this “Amendment”) is made as of October 7, 2016, by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Warrant Agreement (as defined below).

WHEREAS, on October 7, 2014, the Company consummated an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one-half of one Warrant (as defined below) and, in connection therewith, issued and delivered 12,000,000 warrants to public investors in the Offering (each a “Public Warrant” and collectively, the “Public Warrants”);

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 1, 2014, and filed by the Company with the United States Securities and Exchange Commission on October 7, 2014 as an exhibit to a current report on Form 8-K (the “Warrant Agreement”), which governs the Public Warrants;

WHEREAS, on September 16, 2016, the Company entered into that certain Agreement (as may be amended), by and among the Company, Axar Capital Management L.P., a Delaware limited partnership and AR Capital, LLC, a Delaware limited liability company (the “Transfer Agreement”);

WHEREAS, the Company and the Warrant Agent seek to amend the Warrant Agreement to provide that (i) the Public Warrants, upon the consummation of an initial business combination as contemplated by the Transfer Agreement (the “Business Combination”), automatically convert into $0.15 per Public Warrant, payable in cash or shares of Common Stock (valued at $10.00 per share), at the discretion of the Company and (ii) the exercise price of the Private Placement Warrants is $12.50 per share (subject to adjustment as provided therein);

WHEREAS, pursuant to Section 9.8 of the Warrant Agreement, the Company has obtained the consent of at least 50% of the Registered Holders of the outstanding Public Warrants to this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment of Warrant Agreement.

(a) Section 3.1 is amended and restated in its entirety as follows:

“3.1 Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of (i) $11.50 per share in the case of Public Warrants or (ii) $12.50 per share in the case of Private Placement Warrants, in each case subject to the adjustments provided in Section 3 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.”

(b) A new Section 6.5 is added to the Warrant Agreement as follows:

“6.5 Mandatory Exchange of Public Warrants upon Consummation of a Business Combination. Notwithstanding anything to the contrary in this Agreement, not less than all of the outstanding Public Warrants shall be automatically converted upon the consummation of a Business Combination (the “Public Warrant Conversion Date”), into the right to receive $0.15 per Public Warrant (the “Business Combination Redemption Price”), payable in cash or shares of Common Stock (valued at $10.00 per share), at the option of the Company. On and after the Public Warrant Conversion Date, the record holder of the Pubic Warrants shall have no further rights except to receive, upon surrender of the Public Warrants to the Warrant Agent, the Business Combination Redemption Price.”

2. Miscellaneous Provisions.

(a) Effectiveness of Amendment. Each of the parties hereto acknowledges and agrees that this Amendment shall be terminated and shall be null and void if the Transfer Agreement is terminated.

(b) Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

(c) Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

(d) Applicable Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

(e) Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(f) Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

(g) Entire Agreement. The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Remainder of page intentionally left blank; signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

AR CAPITAL ACQUISITION CORP.

By:	/s/ William Kahane
	Name: William Kahane
	Title: CEO

[Signature Page to Amendment to Warrant Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY

By:	/s/ Kevin Jennings
	Name: Kevin Jennings
	Title: Vice President

[Signature Page to Amendment to Warrant Agreement]

EX-10.5

Exhibit 10.5

TERMINATION

Reference is made to that certain Compensation Reimbursement Agreement dated as of October 1, 2014 (the “Agreement”), by and between AR Capital Acquisition Corp., a Delaware corporation (the “Company”) and AR Capital, LLC, a Delaware limited liability company (“AR Capital” and together with the Company, the “Parties”), pursuant to which the Company agreed to pay AR Capital, as the sponsor of the Company, an amount not to exceed $15,000.00 per month as reimbursement for a portion of the compensation paid to its personnel, including certain of the Company’s officers who work on the Company’s behalf, commencing on the date the Company’s securities were first listed on NASDAQ.

The Parties hereby agree that the Agreement is terminated effective as of the date hereof and that any amounts accrued as of the date hereof pursuant to the Agreement, if any, shall be forgiven.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this termination to be executed as of October 7, 2016.

AR CAPITAL ACQUISITION CORP.
By:	/s/ William Kahane
	Name: William Kahane
	Title: CEO

[Signature Page to Compensation Reimbursement Termination]

IN WITNESS WHEREOF, the undersigned have caused this termination to be executed as of October 7, 2016.

AR CAPITAL, LLC
By:	/s/ Edward Michael Weil Jr
	Name: Edward Michael Weil Jr
	Title: CEO

[Signature Page to Compensation Reimbursement Termination]

EX-10.6

Exhibit 10.6

October 7, 2016

AR Capital Acquisition Corp.

405 Park Avenue, 14th Floor

New York, New York 10022

Facsimile: (212) 421-4799

Re: Dividend Waiver Letter

Ladies and Gentlemen:

In connection with the consummation of the transactions contemplated by that certain Agreement dated as of September 16, 2016 (as amended, the “Agreement”, capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement), by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), Axar Master Fund Ltd., a Cayman Islands exempted company (“Axar”), and AR Capital, LLC, a Delaware limited liability company (“AR Capital”), each of Axar and the undersigned independent directors of the Company hereby waives with respect to their respective Founder Shares to be held following the Closing, any right to receive the Warrant Dividends. Axar further waives, with respect to the Founder Warrants to be held by it following the Closing, any rights or adjustments under the Warrant Agreement in respect of the Warrant Dividends.

[Signature Page Follows]

Sincerely,
By:	/s/ Dr. Robert J. Froehlich
	Dr. Robert J. Froehlich
By:	/s/ David Gong
	David Gong
By:	/s/ P. Sue Perrotty
	P. Sue Perrotty
AXAR MASTER FUND LTD.
By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title: Director

[Signature Page to Dividend Waiver]

ACKNOWLEDGED BY:
AR CAPITAL ACQUISITION CORP.
By:	/s/ William Kahane
	Name: William Kahane
	Title: CEO

[Signature Page to Dividend Waiver]

EX-10.7

Exhibit 10.7

JOINDER TO REGISTRATION RIGHTS AGREEMENT

This JOINDER (this “Joinder”) is made this 7^th day of October, 2016 by Axar Master Fund Ltd., a Cayman Islands exempted company (the “Joining Party”), pursuant to that certain Registration Rights Agreement (the “Agreement”) dated as of October 1, 2014, by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company (“AR Capital”) and the other individuals party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, pursuant to Section 5.2 of the Agreement, other persons or entities may become a party to the Agreement upon execution of a certificate of joinder to the Agreement; and

WHEREAS, concurrently with the execution and delivery of this Joinder, the Joining Party shall become a party to the Agreement and a Holder thereunder.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.          The Joining Party acknowledges and agrees that by execution and delivery of this Joinder, the Joining Party becomes a party to the Agreement and a Holder thereunder, subject to the terms, conditions, restrictions, representations, warranties, obligations, agreements and covenants set forth therein. The Joining Party hereby acknowledges that the Joining Party has received a copy of the Agreement.

2.          Notwithstanding the place where this Joinder may be executed by the undersigned, the Joining Party expressly agrees that this Joinder shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law provisions of such jurisdiction.

3.          If any provision herein, or the application thereof to any circumstance of this Joinder, is held to be unenforceable, invalid or illegal by any court, arbitration tribunal, government agency or regulatory body of competent jurisdiction, such provision shall be deemed deleted from this Joinder or not applicable to such circumstance, as the case may be, and the enforceability, validity and legality of the other provisions of this Joinder shall not be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has entered into this Joinder as of the date first above stated.

JOINING PARTY:
AXAR MASTER FUND LTD.
a Cayman Islands exempted company
By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title: Director

[Signature Page to Joinder to Registration Rights Agreement]

EX-10.8

Exhibit 10.8

October 7, 2016

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Frank Di Paolo

Fax No.: (212) 509-5150

Re: Transfer of Common Stock of AR Capital Acquisition Corp.

Gentleman:

Pursuant to that certain Securities Escrow Agreement (the “Escrow Agreement”) dated as of October 1, 2014, by and among AR Capital Acquisition Corp., a Delaware corporation (the “Company”), AR Capital, LLC, a Delaware limited liability company ( “AR Capital”), David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich (together with AR Capital, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”), the Escrow Agent is currently holding in escrow the ordinary shares of the Company owned by each of the Initial Holders in the amounts identified in Schedule A (the “Escrow Shares”).

AR Capital has executed an agreement (the “Transfer Agreement”), dated as of September 16, 2016 and amended on September 27, 2016, pursuant to which it has transferred its Escrow Shares in a private transaction to Axar Master Fund Ltd., a Cayman Islands exempted company (the “Sponsor”), for the consideration described therein. The Escrow Shares will remain in escrow with you pursuant to the terms of the Escrow Agreement, but will be transferred to the name of the Sponsor. As Escrow Agent, you acknowledge and agree not to enter into any control or other agreement relating to, or deliver possession of, the Escrow Shares to any third party, other than the Sponsor, that could create or perfect a security interest in the Escrow Shares.

Further, in connection with our agreement to transfer the Escrow Shares to the Sponsor, we are attaching executed instruments of transfer with respect to the Escrow Shares. Please kindly effect the transfer of the Escrow Shares to the Sponsor. The Sponsor agrees to be bound by the terms and conditions of the Escrow Agreement and will deliver the appropriate instruments of transfer to the Escrow Agent.

[Signature Pages Follow]

This letter shall serve as irrevocable instructions from AR Capital to you as the Escrow Agent with respect to the transfer of the Escrow Shares and may not be altered by any of us in the future, except upon termination of the Transfer Agreement in accordance with its terms

Very truly yours,

AR CAPITAL, LLC
By:	/s/ Edward Michael Weil Jr
	Name: Edward Michael Weil Jr
	Title: CEO

[Signature Page to Escrow Letter Agreement]

The undersigned acknowledge and consent to the foregoing terms.

THE COMPANY:

AR CAPITAL ACQUISITION CORP.
By:	/s/ William Kahane
	Name: William Kahane
	Title: CEO

[Signature Page to Escrow Letter Agreement]

The undersigned acknowledge and consent to the foregoing terms.

THE SPONSOR:

AXAR MASTER FUND LTD.
By:	/s/ Andrew Axelrod
	Name: Andrew Axelrod
	Title: Director

[Signature Page to Escrow Letter Agreement]

The undersigned acknowledge and consent to the foregoing terms.

ESCROW AGENT:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Kevin Jennings
	Name: Kevin Jennings
	Title: Vice President

[Signature Page to Escrow Letter Agreement]

SCHEDULE A

LIST OF INITIAL HOLDERS

Name	Escrow Shares		Warrants
AR Capital, LLC 405 Park Avenue — 14th Floor New York, New York 10022 Fax No.: (212) 421-5799		6,840,000		6,550,000
David Gong 5 Charles Street Lafayette, CA 94549		17,391		0
P. Sue Perrotty 5 Wyndham Hill Drive Reading, PA 19606		17,391		0
Dr. Robert J. Froehlich 504 Ridgemoor Drive Willowbrook, IL 60527		17,391		0

EX-99.1

Exhibit 99.1

   

FOR IMMEDIATE RELEASE

AR Capital Acquisition Corp. Announces Approval of all Proposals Submitted at Special Meeting

· Time to complete business combination extended

· Company now named “Axar Acquisition Corp.”

· Board of Directors declares warrant dividend on common stock

NEW YORK, NEW YORK, October 7, 2016 – AR Capital Acquisition Corp. (NASDAQ: AUMA) (the “Company”) announced that its stockholders and public warrantholders approved all proposals submitted for a vote at the special meeting of stockholders and special meeting of public warrantholders held on October 6, 2016. The Company also announced that its Board of Directors has declared a dividend on the Company’s common stock consisting of one-half of one warrant for each share of common stock, as described below, payable to stockholders of record as of October 11, 2016.

In addition, the Company announced the closing today of the transactions contemplated by the agreement among the Company, AR Capital, LLC (“ARC”) and Axar Master Fund Ltd. (“Axar”) relating to ARC’s transfer of all of its shares of Company common stock and warrants to Axar (“Transfer Agreement”). In connection with the closing, the Company changed its name to “Axar Acquisition Corp.” The Company’s common stock, units and warrants will continue to trade on The Nasdaq Capital Market under the symbols “AXAR,” “AXARU” and “AXARW.”

At the special meeting of stockholders, the Company’s stockholders approved the following proposals, among others:

(1) to extend the date by which the Company must complete a business combination from October 7, 2016 (the “Current Termination Date”) to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the “Extended Termination Date”) (the “Extension Amendment”);

(2) to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.”; and

(3) to extend the date on which the trustee must commence liquidation of the Company’s trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date.

At the special meeting of stockholders, holders of 21,493,889 shares of common stock initially included as part of the units sold in the Company’s initial public offering (“public shares”) elected to exercise their redemption rights, which resulted in 2,506,111 public shares remaining outstanding following the special meeting of stockholders. As a result, the other proposals submitted for stockholder approval, including proposals for a reverse stock split and cash dividend, which were approved, will not be effected because the implementation of such proposals was conditioned upon there being more than 10,000,000 public shares outstanding immediately after the completion of redemption of public shares in connection with the Extension Amendment.

At the special meeting of public warrantholders, the Company’s public warrantholders approved a proposal to convert, upon the consummation of a business combination, all of the 12,000,000 outstanding warrants included as part of the units sold in the IPO (the “public warrants”) into the right to receive $0.15 per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, and to increase the exercise price of the warrants issued in a private placement concurrently with our IPO from $11.50 to $12.50 per share, subject to adjustment.

Following the approval of the foregoing proposals, the Company’s Board of Directors declared a dividend on the Company’s common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock at $12.50 per share (each a “new warrant”). The new warrants will be issued on October 17, 2016 to stockholders of record on October 11, 2016. Each holder of the Company’s common stock will receive one-half of one new warrant for every share owned as of the record date (with the number of warrants rounded down to the nearest whole number). The new warrants will not be exercisable until the later of (i) the date that is 30 days after the first date on which the Company completes an initial business combination and (ii) October 17, 2017. The new warrants are expected to be quoted on the OTC market. Only a whole new warrant may be exercised at any given time by a warrantholder. A warrantholder will not be able to exercise any one-half of one new warrant unless it is combined with another one-half of one new warrant. The Company will issue the new warrants pursuant to a warrant agreement which will be attached as an exhibit to the Company’s Current Report on Form 8-K that will be filed with the U.S. Securities and Exchange Commission prior to the date of issuance of the new warrants.

 ABOUT AR CAPITAL ACQUISITION CORP.

AR Capital Acquisition Corp. was formed for the purpose of acquiring one or more businesses through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

ABOUT AXAR CAPITAL MANAGEMENT LP

Axar Capital Management LP is an investment manager focused on value-oriented and opportunistic investing. Headquartered in New York City, the firm was founded by Andrew Axelrod, the former co-head of North America for Mount Kellett Capital Management.

FORWARD-LOOKING STATEMENTS

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. With respect to the pending transactions described herein, forward-looking statements include, but are not limited to, statements regarding the expected timing of the completion of proposed transactions; the ability to complete proposed transactions; the benefits of any such transactions and their impact on the Company's business; and any statements of assumptions underlying any of the foregoing. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “pursue,” “plan” or “continue” or the negative thereof or variations thereon or similar terminology. Because forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this press release. Unless otherwise required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, including estimates, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK UNDERLYING THE NEW WARRANTS. ANY SUCH OFFER WILL ONLY BE MADE BY MEANS OF A PROSPECTUS FOLLOWING REGISTRATION OF THE UNDERLYING COMMON STOCK WITH THE COMMISSION.