REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among Arcade China Acquisition Corp., a Delaware corporation (the “Company”), Arcade China Investment Partners, LLC, a Delaware limited liability company and Kravis Capital Limited, a British Virgin Islands company (each an “Insider” and collectively, the “Insiders”) and Morgan Joseph TriArtisan LLC (“MJ” or the “Representative”) acting as representative of the several underwriters (collectively, the “Underwriter Warrantholders”).
WARRANT AGREEMENTWarrant Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of __________, 2011, by and between Arcade China Acquisition Corp., a Delaware corporation with offices at 62 LaSalle Road, Suite 304, West Hartford, Connecticut 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 CHINA ACQUISITION CORP. and MORGAN JOSEPH TRIARTISAN LLC Dated: ●, 2011Underwriting Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • New York
The undersigned, Arcade China Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph TriArtisan LLC (“Morgan Joseph”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph is acting as representative (Morgan Joseph, in its capacity as representative, is referred to herein variously as “you,” or the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of ___________, 2011 by and between Arcade China Acquisition Corp., a Delaware corporation with offices located at 62 LaSalle Road, Suite 304, West Hartford, Connecticut 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 “Trustee”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • Delaware
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this __ th day of , 2011 by and among Arcade China Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 62 LaSalle Road, Suite 304, West Hartford, CT 06107 and each of the persons and entities whose names are set forth on the signature pages hereto under “Subscribers” (the “Subscribers” and each, a “Subscriber”).
Form of Director and Officer LetterDirector and Officer Letter • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arcade China Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph TriArtisan LLC (“MJ”), as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public IPO (the “IPO”), of 4,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the IPO shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 10hereof.
Form of Initial Stockholder LetterInitial Stockholder Letter • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arcade China Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph TriArtisan LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”), of 4,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the IPO shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 25th, 2011 • Arcade China Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of ________, 2011 (the “Agreement”) by and among Arcade China Acquisition Corp., a Delaware corporation (the “Company”), Arcade China Investment Partners, LLC and Kravis Capital Limited (collectively, the “Initial Stockholders”), the undersigned parties listed as the Underwriter Warrantholders on the signature pages hereto (the “Underwriter Warrantholders”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent ”).
