Exhibit 4.5


THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MORGAN JOSEPH & CO.
INC  (“MORGAN JOSEPH”), OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE
LATER OF THE CONSUMMATION BY ARCADE ACQUISITION CORP. (“COMPANY”) OF A SHARE
CAPITAL EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT
(DEFINED HEREIN)) OR
                       ,
2008.  VOID AFTER 5:00 P.M.  NEW YORK CITY LOCAL TIME,
                         ,
2012.


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


625,000 UNITS


OF


ARCADE ACQUISITION CORP.


1.             PURCHASE OPTION.


THIS CERTIFIES THAT, in
consideration of $100.00 duly paid by or on behalf of Morgan Joseph or its
designee (“HOLDER”), as registered owner of this Purchase Option, to Arcade
Acquisition Corp. (“COMPANY”), Holder is entitled, at any time or from time to
time upon the later of the consummation of a Business Combination or                      , 2008 (“COMMENCEMENT
DATE”), and at or before 5:00 p.m., New York City local time,
                    ,
2012 (“EXPIRATION DATE”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to 625,000 units (“UNITS”) of the Company,
each Unit consisting of one share of common stock of the Company, par value
$0.0001 per share (“COMMON SHARE(S)”), and one warrant (“WARRANT(S)”) expiring
four years from the effective date (“EFFECTIVE DATE”) of the registration
statement (“REGISTRATION STATEMENT”) pursuant to which Units are offered for
sale to the public (“OFFERING”).  Each
Warrant is the same as the warrants included in the Units being registered for
sale to the public by way of the Registration Statement (“PUBLIC WARRANTS”),
except that the exercise price of the Warrant is $7.00 per share.  If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein.  During
the period ending on the Expiration Date, the Company agrees not to take any
action that would terminate the Purchase Option.  This Purchase Option is initially exercisable
at $10.00 per Unit so purchased; provided, however, that upon the occurrence of
any of the events specified in Section 6 hereof, the rights granted by this
Purchase Option, including the exercise price per Unit and the number of Units
(and Common Shares and Warrants) to be received upon such exercise, shall be
adjusted as therein specified.  The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context.


2.             EXERCISE.


2.1           EXERCISE FORM.  In order to exercise this Purchase Option,
the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase 













Option
and payment of the Exercise Price for the Units being purchased payable in cash
or by certified check or official bank check. 
If the subscription rights represented hereby shall not be exercised at
or before 5:00 p.m., New York City local time, on the Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.


2.2           LEGEND.  Each certificate for the securities purchased
under this Purchase Option shall bear a legend as follows unless such
securities have been registered under the Securities Act of 1933, as amended (“ACT”):


“The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended (“Act”) or
applicable state law.  The securities may
not be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an exemption
from registration under the Act and applicable state law.”


2.3           CASHLESS EXERCISE.


2.3.1         DETERMINATION OF AMOUNT. 
In lieu of the payment of the Exercise Price multiplied by the number of
Units for which this Purchase Option is exercisable (and in lieu of being
entitled to receive Common Shares and Warrants) in the manner required by
Section 2.1, the Holder shall have the right (but not the obligation) to
convert any exercisable but unexercised portion of this Purchase Option into
Units (the “CONVERSION RIGHT”) as follows: upon exercise of the Conversion
Right, the Company shall deliver to the Holder (without payment by the Holder
of any of the Exercise Price in cash) that number of Common Shares and Warrants
comprising that number of Units equal to the quotient obtained by dividing (x)
the “Value” (as defined below) of the portion of the Purchase Option being
converted by (y) the Current Market Value (as defined below) of the portion of
the Purchase Option being converted.  The
“VALUE” of the portion of the Purchase Option being converted shall equal the
remainder derived from subtracting (a) (i) the Exercise Price multiplied by
(ii) the number of Units underlying the portion of this Purchase Option being
converted from (b) the CURRENT MARKET VALUE of a Unit multiplied by the number
of Units underlying the portion of the Purchase Option being converted.  As used herein, the term “CURRENT MARKET
VALUE” per Unit at any date means: (A) in the event that neither the Units nor
Warrants are still trading, the remainder derived from subtracting (x) the
exercise price of the Warrants multiplied by the number of Common Shares
issuable upon exercise of the Warrants underlying one Unit from (y) (i) the
Current Market Price of the Common Shares multiplied by (ii) the number of
Common Shares underlying one Unit, which shall include the Common Shares
underlying the Warrants included in such Unit; (B) in the event that the Units,
Common Shares and Warrants are still trading, (i) if the Units are listed on a
national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin
Board Exchange), the last sale price of the Units in the principal trading
market for the Units as reported by the exchange, Nasdaq or the NASD, as the
case may be, on the last trading day preceding the date in question; or (ii) if
the Units are not listed on a national securities exchange or quoted on the
Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or
successor exchange), but is traded in the residual over-the-counter market, the
closing bid price for Units on the last trading day preceding the date in
question for which such quotations are reported by the Pink Sheets, LLC or similar
publisher of such quotations; and (C) in the event that the Units are not still
trading but the Common Shares and Warrants underlying the Units are still
trading, the Current Market Price of the Common Shares plus the product of (x)
the Current Market Price of the Warrants and (y) the number of Common Shares
underlying the Warrants included in one Unit. 
The “CURRENT MARKET PRICE” shall mean (i) if the Common Shares (or
Warrants, as the case may be) are listed on a national securities exchange or
quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin
Board (or successor such as the Bulletin Board Exchange), the last sale price
of the Common Shares (or Warrants) in the principal trading market for the
Common Shares as reported by the exchange, Nasdaq or 



 2
 









the NASD, as the case may be, on the last
trading day preceding the date in question; (ii) if the Common Shares (or
Warrants, as the case may be) are not listed on a national securities exchange
or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC
Bulletin Board (or successor exchange), but are traded in the residual
over-the-counter market, the closing bid price for the Common Shares (or
Warrants) on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (iii) if the fair market value of the Common Shares cannot be
determined pursuant to clause (i) or (ii) above, such price as the Board of
Directors of the Company shall determine, in good faith.


2.3.2        MECHANICS OF CASHLESS EXERCISE.  The Cashless Exercise Right may be exercised
by the Holder on any business day on or after the Commencement Date and not
later than the Expiration Date by delivering the Purchase Option with the duly
executed exercise form attached hereto with the cashless exercise section
completed to the Company, exercising the Cashless Exercise Right and specifying
the total number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.


3.             TRANSFER.


3.1           GENERAL RESTRICTIONS. 
The registered Holder of this Purchase Option, by its acceptance hereof,
agrees that it will not sell, transfer, assign, pledge or hypothecate this
Purchase Option for a period of one year following the Effective Date to anyone
other than (i) Morgan Joseph or an underwriter or a selected dealer in
connection with the Offering, or (ii) a bona fide officer or partner of Morgan
Joseph or of any such underwriter or selected dealer.  On and after the first anniversary of the
Effective Date, transfers to others may be made subject to compliance with or
exemptions from applicable securities laws. 
In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith.  The
Company shall within five business days transfer this Purchase Option on the
books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable
hereunder or such portion of such number as shall be contemplated by any such
assignment.


3.2           RESTRICTIONS IMPOSED BY THE ACT.  The securities evidenced by this Purchase
Option shall not be transferred unless and until (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred
pursuant to an exemption from registration under the Act and applicable state
securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of
Kramer Levin Naftalis & Frankel LLP shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a
post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission (the “COMMISSION”) and compliance with
applicable state securities law has been established.


4.             NEW PURCHASE
OPTIONS TO BE ISSUED.


4.1           PARTIAL EXERCISE OR TRANSFER.  Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in
part.  In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and
except in the case of an exercise of this Purchase Option contemplated by
Section 2.3 hereof, funds sufficient to pay any Exercise Price and/or transfer
tax, the Company shall cause to be delivered to the Holder without charge a new
Purchase Option of like tenor to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units purchasable
hereunder as to which this Purchase Option has not been exercised or assigned.



 3
 









4.2           LOST CERTIFICATE. 
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Purchase Option and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall
execute and deliver a new Purchase Option of like tenor and date.  Any such new Purchase Option executed and
delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


5.             REGISTRATION
RIGHTS.


5.1           DEMAND REGISTRATION.


5.1.1        GRANT OF RIGHT.  The
Company, upon written demand (“INITIAL DEMAND NOTICE”) of the Holder(s) of at
least 51% of the Purchase Options and/or the underlying Units and/or the
underlying securities (“MAJORITY HOLDERS”), agrees to register (the “DEMAND
REGISTRATION”) under the Act on one occasion, all or any portion of the
Purchase Options requested by the Majority Holders in the Initial Demand Notice
and all of the securities underlying such Purchase Options, including the
Units, Common Shares, the Warrants and the Common Shares underlying the
Warrants (collectively, the “REGISTRABLE SECURITIES”).  On such occasion, the Company will file a
registration statement or a post-effective amendment to the Registration
Statement covering the Registrable Securities within sixty days after receipt
of the Initial Demand Notice and use its best efforts to have such registration
statement or post-effective amendment declared effective as soon as possible
thereafter.  The demand for registration
may be made at any time during a period of five years beginning on the
Effective Date.  The Initial Demand
Notice shall specify the number of shares of Registrable Securities proposed to
be sold and the intended method(s) of distribution thereof.  The Company will notify all holders of the
Purchase Options and/or Registrable Securities of the demand within ten days
from the date of the receipt of any such Initial Demand Notice.  Each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in
the Demand Registration (each such holder including shares of Registrable
Securities in such registration, a “DEMANDING HOLDER”) shall so notify the
Company within fifteen (15) days after the receipt by the holder of the notice
from the Company.  Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 5.1.4.


5.1.2        EFFECTIVE REGISTRATION. 
A registration will not count as a Demand Registration until the
registration statement filed with the Commission with respect to such Demand
Registration has been declared effective and the Company has complied with all
of its obligations under this Agreement with respect thereto; provided, however,
that if, after such registration statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration is
interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the registration statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
elect to continue the offering.


5.1.3        UNDERWRITTEN OFFERING. 
If the Majority Holders so elect and such holders so advise the Company
as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering.  In such event,
the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such
underwriting and the inclusion of such holder’s Registrable Securities in the
underwriting to the extent provided herein. 
All Demanding Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by the
Majority Holders.



 4
 









5.1.4        REDUCTION OF OFFERING. 
If the managing underwriter or underwriters for a Demand Registration
that is to be an underwritten offering advises the Company and the Demanding
Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with all
other Common Shares or other securities which the Company desires to sell and
the Common Shares, if any, as to which registration has been requested pursuant
to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar
amount or maximum number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar
amount or maximum number of shares, as applicable, the “MAXIMUM NUMBER OF
SHARES”), then the Company shall include in such registration: (i) first, the
Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders (pro rata in accordance with the number of shares that
each such Person has requested be included in such registration, regardless of
the number of shares held by each such Person (such proportion is referred to
herein as “PRO RATA”)) that can be sold without exceeding the Maximum Number of
Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the Common Shares or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (iii) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i) and (ii),
the Common Shares or other securities registrable pursuant to the terms of the
Registration Rights Agreement between the Company and the initial investors in
the Company, dated as of
                        ,
2007 (the “REGISTRATION RIGHTS AGREEMENT” and such registrable securities, the “INVESTOR
SECURITIES”) as to which “piggy-back” registration has been requested by the
holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i), (ii), and (iii),
the Common Shares or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of
Shares.


5.1.5        WITHDRAWAL.  If a
majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to the Company and the underwriter
or underwriters of their request to withdraw prior to the effectiveness of the
registration statement filed with the Commission with respect to such Demand
Registration.  If the
majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 5.1.


5.1.6        TERMS.  The Company
shall bear all fees and expenses attendant to registering the Registrable
Securities, including the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities,
but the Holders shall pay any and all underwriting commissions.  The Company agrees to use its reasonable best
efforts to qualify or register the Registrable Securities in such states as are
reasonably requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable Securities in a
state in which such registration would cause (i) the Company to be obligated to
qualify to do business in such state, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the
principal shareholders of the Company to be obligated to escrow their shares of
share capital of the Company.  The
Company shall cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 5.1.1 to remain
effective for a period of nine consecutive months from the effective date of
such registration statement or post-effective amendment.



 5
 









5.2           PIGGY-BACK REGISTRATION.


5.2.1        PIGGY-BACK RIGHTS.  If
at any time during the seven year period commencing on the Effective Date the
Company proposes to file a registration statement under the Act with respect to
an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for shareholders of the Company for their
account (or by the Company and by shareholders of the Company including,
without limitation, pursuant to Section 5.1), other than a registration
statement (i) filed in connection with any employee share option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to
the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date,
which notice shall describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the
proposed managing underwriter or underwriters, if any, of the offering, and (y)
offer to the holders of Registrable Securities in such notice the opportunity
to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such
notice (a “PIGGY-BACK REGISTRATION”). 
The Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same
terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. 
All holders of Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an underwriter or underwriters
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such Piggy-Back Registration.


5.2.2        REDUCTION OF OFFERING. 
If the managing underwriter or underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number
of Common Shares which the Company desires to sell, taken together with Common
Shares, if any, as to which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which registration has
been requested under this Section 5.2, and the Common Shares, if any, as to
which registration has been requested pursuant to the written contractual
piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such
registration:


(a)           If
the registration is undertaken for the Company’s account: (A) first, the Common
Shares or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause
(A), the Common Shares or other securities, if any, comprised of Registrable
Securities and Investor Securities, as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; and (C) third, to the extent that the Maximum Number
of shares has not been reached under the foregoing clauses (A) and (B), the
Common Shares or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding
the Maximum Number of Shares;


(b)           If
the registration is a “demand” registration undertaken at the demand of holders
of Investor Securities, (A) first, the Common Shares or other securities for
the account of the 



 6
 









demanding persons, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A),
the Common Shares or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (C) third, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata,
as to which registration has been requested pursuant to the terms hereof, that
can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the Common Shares or other securities for
the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares; and


(c)           If
the registration is a “demand” registration undertaken at the demand of persons
other than either the holders of Registrable Securities or of Investor
Securities, (A) first, the Common Shares or other securities for the account of
the demanding persons that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Common Shares or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B),
collectively the Common Shares or other securities comprised of Registrable
Securities and Investor Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof and of the Registration Rights
Agreement, as applicable, that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the Common
Shares or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares.


5.2.3        WITHDRAWAL.  Any holder
of Registrable Securities may elect to withdraw such holder’s request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the
effectiveness of the registration statement. 
The Company (whether on its own determination or as the result of a
withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a registration statement at any time prior to the
effectiveness of the registration statement. 
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 5.2.4.


5.2.4        TERMS.  The Company
shall bear all fees and expenses attendant to registering the Registrable
Securities, including the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities but
the Holders shall pay any and all underwriting commissions related to the
Registrable Securities.  In the event of
such a proposed registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than fifteen days written
notice prior to the proposed date of filing of such registration
statement.  Such notice to the Holders
shall continue to be given for each applicable registration statement filed
(during the period in which the Purchase Option is exercisable) by the Company
until such time as all of the Registrable Securities have been registered and
sold.  The Holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving
written notice, within ten days of the receipt of the Company’s notice of its
intention to file a registration statement. 
The Company shall cause any registration statement filed pursuant to the
above “piggyback” rights to remain effective for at least nine months from the
date that the Holders of the Registrable Securities are first given the
opportunity to sell all of such securities.



 7
 









5.3           NO NET-CASH SETTLEMENT OR DAMAGES UPON FAILURE OF
REGISTRATION.  In no event shall the
registered Holder of this Purchase Option be entitled to (i) net-cash
settlement of this Purchase Option, regardless of whether any or all of the
Registrable Securities have been registered by the Company pursuant to an
effective registration statement, or (ii) receive any damages if any or all of
the Registrable Securities have not been registered by the Company pursuant to
an effective registration statement, subject to the requirement that the Company
use its best efforts to have a registration statement or post-effective
amendment filed pursuant to this Section declared effective as soon as possible
after receiving the Initial Demand Notice. 
In the event there is no effective registration statement related to the
issuance or exercise of the Warrants contained within the Units, that portion
of the Units may not be exercised by the Holder and therefore may expire and be
worthless.


5.4           GENERAL TERMS.


5.4.1        INDEMNIFICATION.  The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“EXCHANGE ACT”),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any
claim whatsoever whether arising out of any action between the underwriter and
the Company or between the underwriter and any third party or otherwise) to
which any of them may become subject under the Act, the Exchange Act or
otherwise, arising from such registration statement but only to the same extent
and with the same effect as the provisions pursuant to which the Company has
agreed to indemnify the underwriters contained in Section 5 of the Underwriting
Agreement between the Company, Morgan Joseph and the other underwriters named
therein dated the Effective Date.  The
Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders, or
their successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the
provisions contained in Section 5 of the Underwriting Agreement pursuant to
which the underwriters have agreed to indemnify the Company.


5.4.2        EXERCISE OF PURCHASE OPTIONS. 
Nothing contained in this Purchase Option shall be construed as
requiring the Holder(s) to exercise their Purchase Options or Warrants
underlying such Purchase Options prior to or after the initial filing of any
registration statement or the effectiveness thereof.


5.4.3        DOCUMENTS DELIVERED TO HOLDERS.  The Company shall furnish Morgan Joseph, as
representative of the Holders participating in any of the foregoing offerings,
a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement
related thereto), and (ii) a “cold comfort” letter dated the effective date of
such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a
report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case 



 8
 









of such accountants’ letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in
underwritten public offerings of securities. 
The Company shall also deliver promptly to Morgan Joseph, as
representative of the Holders participating in the offering, the correspondence
and memoranda described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the
registration statement and permit Morgan Joseph, as representative of the
Holders, to do such investigation, upon reasonable advance notice, with respect
to information contained in or omitted from the registration statement as it
deems reasonably necessary to comply with applicable securities laws or rules
of the National Association of Securities Dealers, Inc.  (“NASD”). 
Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as Morgan Joseph, as representative of the Holders, shall
reasonably request.  The Company shall
not be required to disclose any confidential information or other records to
Morgan Joseph, as representative of the Holders, or to any other person, until
and unless such persons shall have entered into reasonable confidentiality
agreements (in form and substance reasonably satisfactory to the Company), with
the Company with respect thereto.


5.4.4        UNDERWRITING AGREEMENT. 
The Company shall enter into an underwriting agreement with the managing
underwriter(s), if any, selected by any Holders whose Registrable Securities
are being registered pursuant to this Section 5, which managing underwriter
shall be reasonably acceptable to the Company. 
Such agreement shall be reasonably satisfactory in form and substance to
the Company, each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms
as are customarily contained in agreements of that type used by the managing
underwriter.  The Holders shall be
parties to any underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such
Holders.  Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution.  Such
Holders, however, shall agree to such covenants and indemnification and contribution
obligations for selling shareholders as are customarily contained in agreements
of that type used by the managing underwriter. 
Further, such Holders shall execute appropriate custody agreements and
otherwise cooperate fully in the preparation of the registration statement and
other documents relating to any offering in which they include securities
pursuant to this Section 5.  Each Holder
shall also furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
the Registrable Securities.


5.4.5        RULE 144 SALE. 
Notwithstanding anything contained in this Section 5 to the contrary,
the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
registration of Registrable Securities held by any Holder (i) where such Holder
would then be entitled to sell under Rule 144 within any three-month period (or
such other period prescribed under Rule 144 as may be provided by amendment thereof)
all of the Registrable Securities then held by such Holder, and (ii) where the
number of Registrable Securities held by such Holder is within the volume
limitations under paragraph (e) of Rule 144 (calculated as if such Holder were
an affiliate within the meaning of Rule 144).


5.4.6        SUPPLEMENTAL PROSPECTUS. 
Each Holder agrees, that upon receipt of any notice from the Company of
the happening of any event as a result of which the prospectus included in the
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, such Holder will immediately discontinue 



 9
 









disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of
the copies of a supplemental or amended prospectus, and, if so desired by the
Company, such Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.


6.             ADJUSTMENTS.


6.1           ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF
SECURITIES.  The Exercise Price and the
number of Units underlying the Purchase Option shall be subject to adjustment
from time to time as hereinafter set forth:


6.1.1        SHARE DIVIDENDS - SPLIT-UPS. 
If after the date hereof, and subject to the provisions of Section 6.3
below, the number of outstanding Common Shares is increased by a share dividend
payable in Common Shares or by a split-up of Common Shares or other similar
event, then, on the effective date thereof, the number of Common Shares
underlying each of the Units purchasable hereunder shall be increased in
proportion to such increase in outstanding shares.  In such case, the number of Common Shares,
and the exercise price applicable thereto, underlying the Warrants underlying
each of the Units purchasable hereunder shall be adjusted in accordance with
the terms of the Warrants.  For example,
if the Company declares a two-for-one share dividend and at the time of such
dividend this Purchase Option is for the purchase of one Unit at $10.00 per
whole Unit (each Warrant underlying the Units is exercisable for $6.00 per
share), upon effectiveness of the dividend, this Purchase Option will be adjusted
to allow for the purchase of one Unit at $10.00 per Unit, each Unit entitling
the holder to receive two Common Shares and two Warrants (each Warrant
exercisable for $5.00 per share).


6.1.2        EXTRAORDINARY DIVIDEND.  If the Company, at any time while this Purchase
Option is outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of Common Stock
(or other shares of the Company’s capital stock receivable upon exercise of the
Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or
6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection
with the conversion rights of the holders of Common Stock upon consummation of
the Company’s initial Business Combination or (iv) in connection with the
Company’s liquidation and the distribution of its assets upon its failure to
consummate a Business Combination (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Exercise Price shall be
decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by
the Company’s Board of Directors, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary
Dividend.


6.1.3        AGGREGATION OF SHARES. 
If after the date hereof, and subject to the provisions of Section 6.3,
the number of outstanding Common Shares is decreased by a consolidation,
combination or reclassification of Common Shares or other similar event, then,
on the effective date thereof, the number of Common Shares underlying each of
the Units purchasable hereunder shall be decreased in proportion to such
decrease in outstanding shares.  In such
case, the number of Common Shares, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder
shall be adjusted in accordance with the terms of the Warrants.


6.1.4        REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC.  In case of any reclassification or
reorganization of the outstanding Common Shares other than a change covered by
Section 6.1.1 or 6.1.3 hereof or that solely affects the par value of such Common
Shares, or in the case of any merger or consolidation of the Company with or
into another corporation (other than a 



 10
 









consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding Common Shares), or in the case of any sale or conveyance to
another corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon
the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares or other securities
or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, by a Holder of the number of Common Shares of the
Company obtainable upon exercise of this Purchase Option and the underlying
Warrants immediately prior to such event; and if any reclassification also
results in a change in Common Shares covered by Section 6.1.1 or 6.1.3, then
such adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this
Section 6.1.4.  The provisions of this
Section 6.1.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


6.1.5        CHANGES IN FORM OF PURCHASE OPTION.  This form of Purchase Option need not be
changed because of any change pursuant to this Section, and Purchase Options
issued after such change may state the same Exercise Price and the same number
of Units as are stated in the Purchase Options initially issued pursuant to this
Agreement.  The acceptance by any Holder
of the issuance of new Purchase Options reflecting a required or permissive
change shall not be deemed to waive any rights to an adjustment occurring after
the Commencement Date or the computation thereof.


6.1.6        ADJUSTMENTS OF WARRANTS. 
To the extent the price of the Warrants are lowered pursuant to Section
3.1 of the Warrant Agreement, dated
                     ,
2007, between the Company and Continental Stock Transfer & Trust Company
(the “WARRANT AGREEMENT”) the price of the Warrants underlying the Purchase
Option shall be reduced on identical percentage terms.  To the extent the duration of the Warrants is
extended pursuant to Section 3.2 of the Warrant Agreement, the duration of the
Warrants underlying the Purchase Option shall be extended on identical terms.


6.2           SUBSTITUTE PURCHASE OPTION.  In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Shares), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase
Option then outstanding or to be outstanding shall have the right thereafter
(until the stated expiration of such Purchase Option) to receive, upon exercise
of such Purchase Option, the kind and amount of shares and other securities and
property receivable upon such consolidation or merger, by a holder of the
number of Common Shares of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, merger, sale or
transfer.  Such supplemental Purchase
Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6.  The
above provision of this Section shall similarly apply to successive
consolidations or mergers.


6.3           ELIMINATION OF FRACTIONAL INTERESTS.  The Company shall not be required to issue
certificates representing fractions of Common Shares or Warrants upon the
exercise of the Purchase Option, nor shall it be required to issue scrip or pay
cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up
or down to the nearest whole number of Warrants, Common Shares or other
securities, properties or rights.


7.             RESERVATION AND
LISTING.  The Company shall at all times
reserve and keep available out of its authorized Common Shares, solely for the
purpose of issuance upon exercise of the Purchase 



 11
 









Options or the Warrants underlying the Purchase Option, such number of
Common Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof.  The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, all Common Shares and other securities issuable
upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any shareholder.  The Company further covenants and agrees that
upon exercise of the Warrants underlying the Purchase Options and payment of
the respective Warrant exercise price therefor, all Common Shares and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any
shareholder.  As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and Common Shares issuable upon exercise of the Purchase Options,
(iii) Warrants issuable upon exercise of the Purchase Options and (iv) Common
Shares issuable upon exercise of the Warrants included in the Units issuable
upon exercise of the Purchase Option to be listed (subject to official notice
of issuance) on all securities exchanges (or, if applicable on the Nasdaq
Global Market, Capital Market, OTC Bulletin Board or any successor trading market)
on which the Units, the Common Shares or the Public Warrants issued to the
public in connection herewith may then be listed and/or quoted.


8.             CERTAIN NOTICE
REQUIREMENTS.


8.1           HOLDER’S RIGHT TO RECEIVE NOTICE.  Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a shareholder for the election
of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company.  If, however,
at any time prior to the expiration of the Purchase Options and their exercise,
any of the events described in Section 8.2 shall occur, then, in one or more of
said events, the Company shall give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the shareholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale.  Such notice shall specify
such record date or the date of the closing of the transfer books, as the case
may be.  Notwithstanding the foregoing,
the Company shall deliver to each Holder a copy of each notice given to the
other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.


8.2           EVENTS REQUIRING NOTICE. 
The Company shall be required to give the notice described in this
Section 8 upon one or more of the following events: (i) if the Company shall
take a record of the holders of its Common Shares for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a
cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on
the books of the Company, or (ii) the Company shall offer to all the holders of
its Common Shares any additional shares of share capital of the Company or
securities convertible into or exchangeable for shares of share capital of the
Company, or any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business shall be proposed.


8.3           NOTICE OF CHANGE IN EXERCISE PRICE.  The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send
notice to the Holders of such event and change (“PRICE NOTICE”).  The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as
being true and accurate by the Company’s President and Chief Financial Officer.


8.4           TRANSMITTAL OF NOTICES. 
All notices, requests, consents and other communications under this
Purchase Option shall be in writing and shall be deemed to have been duly 



 12
 









made when hand delivered, or mailed by express mail or private courier
service: (i) if to the registered Holder of the Purchase Option, to the address
of such Holder as shown on the books of the Company, or (ii) if to the Company,
to the following address or to such other address as the Company may designate
by notice to the Holders:


Arcade Acquisition Corp.

c/o Arcade Partners, LLC

62 LaSalle Road, Suite 304

West Hartford, CT 06107

Attn:  John Chapman, Chief Financial
Officer

Facsimile:  (860) 236-6325


9.             MISCELLANEOUS.


9.1           AMENDMENTS.  The
Company and Morgan Joseph may from time to time supplement or amend this Purchase
Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising hereunder that the
Company and Morgan Joseph may deem necessary or desirable and that the Company
and Morgan Joseph deem shall not adversely affect the interest of the
Holders.  All other modifications or
amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


9.2           HEADINGS.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any
of the terms or provisions of this Purchase Option.


9.3           ENTIRE AGREEMENT. 
This Purchase Option (together with the other agreements and documents
being delivered pursuant to or in connection with this Purchase Option)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof.


9.4           BINDING EFFECT. 
This Purchase Option shall inure solely to the benefit of and shall be
binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.


9.5           GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Purchase Option shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflict of laws. 
The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Purchase Option shall be brought
and enforced in the courts of the State of New York or of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive.  The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient
forum.  Any process or summons to be
served upon the Company may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.  The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the 



 13
 









other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


9.6           WAIVER, ETC.  The failure
of the Company or the Holder to at any time enforce any of the provisions of
this Purchase Option shall not be deemed or construed to be a waiver of any
such provision, nor to in any way affect the validity of this Purchase Option
or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Purchase Option.  No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Purchase Option shall be
effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non- fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach or
non-compliance.


9.7           EXECUTION IN COUNTERPARTS. 
This Purchase Option may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more
counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.


9.8           EXCHANGE AGREEMENT. 
As a condition of the Holder’s receipt and acceptance of this Purchase
Option, Holder agrees that, at any time prior to the complete exercise of this
Purchase Option by Holder, if the Company and Morgan Joseph enter into an
agreement (“EXCHANGE AGREEMENT”) pursuant to which they agree that all
outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a
party to the Exchange Agreement.


9.9           UNDERLYING WARRANTS. 
At any time after exercise by the Holder of this Purchase Option, the
Holder may exchange its Warrants (with an initial exercise price of $7.00) for
Public Warrants (with an initial exercise price of $6.00) upon payment to the
Company of the difference between the exercise price of its Warrant and the
exercise price of the Public Warrants. 
Any such Public Warrants and the Common Stock underlying such Public
Warrants shall constitute Registrable Securities.



 14
 









IN WITNESS WHEREOF, the Company has
caused this Purchase Option to be signed by its duly authorized officer as of
the        day of
                      
2007.


	
  

  	
  ARCADE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  




 15
 









Form to be used to exercise Purchase Option:


Arcade
Acquisition Corp.

c/o Arcade Partners, LLC

62 LaSalle Road, Suite 304

West Hartford, CT 06107

Attn:  John Chapman, Chief Financial
Officer

Facsimile:  (860) 236-6325


Date:                          ,
20   


The undersigned hereby elects
irrevocably to exercise all or a portion of the within Purchase Option and to
purchase ____ Units of Arcade Acquisition Corp. and hereby makes payment of
$                 
(at the rate of $         per Unit) in
payment of the Exercise Price pursuant thereto. 
Please issue the Common Shares and Warrants as to which this Purchase
Option is exercised in accordance with the instructions given below.


or


The undersigned hereby elects
irrevocably to convert its right to purchase
                    
Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” of
$                 
based on a “Market Price” of
$                    ).  Please issue the securities comprising the
Units as to which this Purchase Option is exercised in accordance with the
instructions given below.


NOTICE:
The signature to this assignment must correspond with the name as written upon
the face of the purchase option in every particular, without alteration or
enlargement or any change whatever.


	
  Signature(s) Guaranteed:

  	
   

  



 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C.  RULE 17Ad-15).


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print in Block
  Letters)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  




 16
 









Form to be used to assign Purchase Option:


ASSIGNMENT


(To be executed by the registered Holder
to effect a transfer of the within Purchase Option):


FOR VALUE RECEIVED,
                                                                            
does hereby sell, assign and transfer unto
                                                                                                         
the right to purchase
                       
Units of Arcade Acquisition Corp. (“COMPANY”) evidenced by the within Purchase
Option and does hereby authorize the Company to transfer such right on the
books of the Company.


Dated:                         ,
20     


	
  Signature

  	
   

  



 


NOTICE:
The signature to this assignment must correspond with the name as written upon
the face of the purchase option in every particular, without alteration or
enlargement or any change whatever.


	
  Signature(s) Guaranteed:

  	
   

  



 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.  RULE 17Ad-15).


 



 17