EXHIBIT 10.2 PROMISSORY NOTE $________________ As of April __, 2005 Chicago, Illinois Stone Arcade Acquisition Corporation (the "Maker") promises to pay to the order of ____________ (the "Payee") the principal sum of ________________ ($___________) in...Promissory Note • May 3rd, 2005 • Stone Arcade Acquisition CORP
Stone-Kaplan Investments, LLC One Northfield Plaza Suite 480 Northfield, IL 60093 Gentlemen: This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering...Administrative Services Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among Stone Arcade Acquisition Corporation, a Delaware corporation (the "Company"), and the...Registration Rights Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
Exhibit 10.7 Morgan Joseph & Co. Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Re: Stone Arcade Acquisition Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Stone Arcade...Warrant Purchase Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Stone Arcade Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless Morgan Joseph & Co. Inc. ("Morgan Joseph") informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2005 by and between Stone Arcade Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
EXHIBIT 10.4 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 ("Agreement") by and among Stone Arcade Acquisition Corporation, a Delaware corporation ("Company"), the undersigned parties listed as Initial Stockholders...Stock Escrow Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of Morgan Joseph & Co. Inc., 600 Fifth Avenue, 19th Floor, New York,...Selected Dealers Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
BETWEENUnderwriting Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
OFPurchase Option Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") made as of _________ __, 2005, by and between Stone Arcade Acquisition Corp., a Delaware corporation, with offices at c/o Stone-Kaplan Investments, LLC, One Northfield Plaza,...Warrant Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
