REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Arcade Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2007, by and between Arcade Acquisition Corp., a Delaware corporation with offices, c/o Arcade Partners, LLC, at 62 La Salle Road, Suite 304, West Hartford, CT 06107 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
UNDERWRITING AGREEMENT between ARCADE ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: May 21, 2007Underwriting Agreement • May 31st, 2007 • Arcade Acquisition Corp. • Blank checks • New York
The undersigned, Arcade Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Arcade Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
ARCADE ACQUISITION CORP. SELECTED DEALER AGREEMENTSelected Dealer Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York
Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 7,500,000 units (the “Units”)(1) of Arcade Acquisition Corp., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves such signatory as a Selected Dealer in connection with the Offering.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2007 (this “Agreement”) by and among Arcade Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 31st, 2007 • Arcade Acquisition Corp. • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 21st day of May, 2007 among Arcade Acquisition Corp., a Delaware corporation (the “Company”) and Arcade Acquisition Investors, LLC (the “Purchaser”).
Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and each Initial Stockholder]Letter Agreement • February 21st, 2007 • Arcade Acquisition Corp. • New York
The undersigned stockholder, officer and director of Arcade Acquisition Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof):
ARCADE ACQUISITION CORP.Arcade Acquisition Corp. • February 21st, 2007
This letter will confirm our agreement, that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Arcade Acquisition Corp. (the “Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Registration Statement), Arcade Partners, LLC and its principals (collectively, the “Firm”) shall make available to the Company certain technology and administrative services, as well as the use of certain limited office space and equipment, as may be required by the Company from time to time, situated at 62 La Salle Road, Suite 304, West Hartford, Connecticut 06107 (or any other locations or successor location). In exchange therefor, the Company shall pay to the Firm the sum of $7,500 per month.
BY AND AMONGMembership Interest Purchase and Sale Agreement • September 22nd, 2008 • Arcade Acquisition Corp. • Blank checks • New York
This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”) is made and entered into as of this 19th day of September, 2008, by and among (i) Arcade Acquisition Corp., a Delaware corporation (“Arcade”), (ii) Palmosa Shipping Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (“Palmosa”); and (iii) TDB SPV LLC, a Marshall Islands limited liability company and a wholly-owned Subsidiary of Palmosa (“TDB”).
PALMOSA SUPPLEMENTAL AGREEMENTPalmosa Supplemental Agreement • September 22nd, 2008 • Arcade Acquisition Corp. • Blank checks • New York
This Palmosa Supplemental Agreement is entered into as of this 19th day of September, 2008 by and among (i) Arcade Acquisition Corp. (“Arcade “), a Delaware corporation, (ii) TDB SPV LLC (“TDB”), a Marshall Islands limited liability company, (ii) each of the Palmosa Sellers (as defined in Schedule 1) and (iv) Palmosa Shipping Corporation, a Marshall Islands corporation, the 100% percent owner of each of the Palmosa Sellers ( “Palmosa”).
