0001104659-07-040450 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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UNDERWRITING AGREEMENT between ARCADE ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2007
Underwriting Agreement • May 16th, 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:

WARRANT AGREEMENT
Warrant 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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 AGREEMENT
Selected 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 AGREEMENT
Securities 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 AGREEMENT
Warrant Purchase Agreement • May 16th, 2007 • Arcade Acquisition Corp. • Blank checks • New York

WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2007 among Arcade Acquisition Corp., a Delaware corporation (the “Company”) and Arcade Acquisition Investors, LLC (the “Purchaser”).

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