0001104659-07-044269 Sample Contracts

UNDERWRITING AGREEMENT between ARCADE ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: May 21, 2007
Underwriting 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:

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WARRANT PURCHASE AGREEMENT
Warrant 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”).

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