Exhibit
10.6


WARRANT PURCHASE AGREEMENT


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”).


WHEREAS, the Company has filed with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-1, as
amended (File No. 333-140814) (the “Registration Statement”), in
connection with the Company’s initial public offering (the “IPO”) of up
to 7,500,000 units (the “Units”), each unit consisting of one share of
the Company’s common stock, $.0001 par value (the “Common Stock”), and
(ii) one warrant, each warrant to purchase one share of Common Stock; and


WHEREAS, concurrently with the IPO the Company desires
to sell in a private placement to the Purchaser (the “Placement”) an
aggregate of 2,000,000 warrants (the “Placement Warrants”) substantially
identical to the warrants being issued in the IPO pursuant to the terms and
conditions hereof and as set forth in the Registration Statement, except that
the Placement Warrants to be issued in the Placement shall not be registered
under the Securities Act of 1933, as amended (the “Securities Act”); and


WHEREAS, the Purchaser is entitled to registration
rights with respect to the Placement Warrants and the Common Stock underlying
the Placement Warrants (the “Underlying Shares”) on the terms set forth
in this Agreement; and


WHEREAS, except as provided herein, the Placement
Warrants shall be governed by the Warrant Agreement filed as an exhibit to the
Registration Statement.


NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:


1.             Purchase of Placement Warrants. The Purchaser hereby agrees, directly or
through its nominees, to purchase an aggregate of 2,000,000 Placement Warrants
at a purchase price of $1.00 per Placement Warrant, or an aggregate of
$2,000,000 (the “Purchase Price”).


2.             Closing. The closing of the purchase and sale of
the Placement Warrants (the “Closing”) will take place at such time and
place as the parties may agree (the “Closing Date”), but in any event
prior to the date on which the IPO is consummated (the “IPO Consummation
Date”), provided the underwriting agreement is signed and executed with the
representative of the underwriters. Prior to the IPO Consummation Date, the
Purchaser shall pay the Purchase Price by wire transfer of funds to the trust
account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer
& Trust Company, acting as trustee (the “Trust Account”). The
certificates for the Placement Warrants shall be delivered to Purchaser
promptly after the payment of the Purchase Price.


3.             Lock-Up Agreement. Except for transfers to
members of the Purchaser in proportion to their membership interests (such
members being referred to herein as 



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“Member Transferees”).
prior to the consummation of a Business Combination (as defined in the
Registration Statement), the Purchaser shall not (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, or file
(or participate in the filing of) a registration statement with the SEC in
respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder (the “Exchange Act”) with respect to, any
Placement Warrants and the Underlying Shares, or any securities convertible
into or exercisable or exchangeable for shares, or warrants or other rights to
purchase shares or any such securities, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Placement Warrants or Underlying Shares or any
securities convertible into or exercisable or exchangeable for shares, or
warrants or other rights to purchase shares or any such securities, whether any
such transaction is to be settled by delivery of shares or such other
securities, whether any such transaction is to be settled by delivery of shares
or such other securities, in cash or otherwise (collectively “Transfer”),
provided, however, that the Member Transferees shall be allowed,
on condition that prior to such Transfer, each permitted transferee or the
trustee or legal guardian for each permitted transferee agrees in writing to be
bound by the terms of this Agreement: (a) transfers resulting from the death of
the Purchaser, (b) transfers by operation of law, (c) any transfer for estate
planning purposes to persons immediately related to the transferor by blood, marriage
or adoption, or (d) transfers to any trust solely for the benefit of such
transferor and/or the persons described in the preceding clause.


4.             Placement Warrants Non-Redeemable.  The Placement Warrants shall be
non-redeemable so long as the Purchaser or a Member Transferee hold such
Placement Warrants following their issuance by the Company to the Purchaser.


5.             Representations and Warranties of the Purchaser.
Purchaser hereby represents and warrants to the Company that:


5.1           The
execution and delivery by the Purchaser of this Agreement and the fulfillment
of and compliance with the respective terms hereof by the Purchaser do not and
shall not as of the Closing conflict with or result in a breach of the terms,
conditions or provisions of any other agreement, instrument, order, judgment or
decree to which Purchaser is subject.


5.2           The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.


5.3           The
Placement Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the
Securities Act.



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5.4           The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.


5.5           The
Purchaser understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any
recommendation or endorsement of the securities or the fairness or suitability
of the investment in the securities nor have such authorities passed upon or
endorsed the merits of the offering of the securities.


6.             Registration Rights. The Purchaser shall have
registration rights pursuant to the Registration Rights Agreement, dated as of
May 21, 2007, by and among the Company and the Investors listed on the
signature page thereto.


7.             Rescission Right Waiver.  The Purchaser understands and acknowledges
that an exemption from the registration requirements of the Securities Act
requires that there be no general solicitation of purchasers of the Placement
Warrants. In this regard, if the offering of the Units were deemed to be a
general solicitation with respect to the Placement Warrants, the offer and sale
of such Placement Warrants may not be exempt from registration and, if not, the
Purchaser may have a right to rescind its purchase of the Placement Warrants.
In order to facilitate the completion of the offering and in order to protect
the Company, its stockholders and the Trust Account from claims that may
adversely affect the Company or the interests of its stockholders, the
Purchaser hereby agrees to waive, to the maximum extent permitted by applicable
law, any claims, right to sue or rights in law or arbitration, as the case may
be, to seek rescission of his purchase of the Placement Warrants.  The Purchaser acknowledges and agrees that
this waiver is being made in order to induce the Company to sell the Placement
Warrants to the Purchaser.  The Purchaser
agrees that the foregoing waiver of rescission rights shall apply to any and
all known or unknown actions, causes of action, suits, claims, or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees,
liabilities and damages, whether compensatory, consequential or exemplary, and
expenses in connection therewith (collectively, “Losses and Expenses”)
including reasonable attorneys’ and expert witness fees and disbursements and
all other expenses reasonably incurred in investigating, preparing or defending
against any Claims, whether pending or threatened, in connection with any
present or future actual or asserted right to rescind the purchase of the
Placement Warrants hereunder or relating to the purchase of the Placement
Warrants and the transactions contemplated hereby.


8.             Waiver of Claims Against Trust Account. The
Purchaser hereby waives any and all right, title, interest or claim of any kind
in or to any distributions from the Trust Account with respect to any shares of
common stock acquired by the Purchaser in connection with the exercise of the
Placement Warrants purchased hereby pursuant to this Agreement (“Claim”) and
hereby waives any Claim the undersigned may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever.



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9.             Waiver and Indemnification. Purchaser hereby
waive any and all rights to assert any present or future claims, including any
right of rescission, against the Company or the underwriters in the IPO with
respect to its purchase of the Placement Warrants, and Purchaser agrees to
indemnify and hold the Company and the underwriters in the IPO harmless from
all losses, damages or expenses that relate to claims or proceedings brought
against the Company or such underwriters by Purchaser of the Placement
Warrants.


10.           Counterparts; Facsimile. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile transmission, and any such executed facsimile
copy shall be treated as an original.


11.           Governing Law. This Agreement
shall for all purposes be deemed to be made under and shall be construed in
accordance with the laws of the State of New York. Each of the parties hereby
agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.


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IN WITNESS WHEREOF, the undersigned have executed this
Warrant Purchase Agreement as of the 21st day of May, 2007.


	
  

  	
  ARCADE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Furer

  
	
   

  	
   

  	
  Name: Jonathan Furer

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARCADE ACQUISITION INVESTORS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Muhit Rahman

  
	
   

  	
   

  	
  Name: Muhit Rahman

  
	
   

  	
   

  	
  Title: Managing Member

  



 


[SIGNATURE
PAGE TO WARRANT PURCHASE AGREEMENT]



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