Exhibit 10.7 July __, 2005 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")...Warrant Purchase Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks
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 20 trading days following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full unless Morgan Joseph & Co. Inc., as representative of the underwriters ("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 • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • 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 • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
BETWEENUnderwriting Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
OFPurchase Option Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • 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 • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
