Exhibit 10.2


INVESTMENT MANAGEMENT TRUST AGREEMENT


This Agreement is made as of              ,
2007 by and between Arcade Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


WHEREAS, the Company’s Registration Statement on Form
S-1, No. 333-140814 (as amended from time to time) (“Registration Statement”),
for its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof by the Securities and Exchange Commission (“Effective
Date”); and


WHEREAS, Morgan Joseph & Co. Inc. is acting as the
representative (the “Representative”) of the underwriters in the IPO; and


WHEREAS, the Company has agreed to issue securities in
a private placement that will occur immediately prior to the IPO (the “Placement”);
and


WHEREAS, as described in the Company’s Registration
Statement, and in accordance with the Company’s Certificate of Incorporation, $1,750,000
of the proceeds of the IPO, net of all discounts and commissions including the
Deferred Compensation (as defined below) and expenses of the IPO ($54,725,000
if the underwriters’ over-allotment option is exercised in full), will be
delivered to the Trustee to be deposited and held in a trust account (the “Trust
Account”) for the benefit of the Company and the holder’s of the Company’s
Common Stock, par value $.0001 per share, issued in the IPO as hereinafter
provided, and in the event the Units are registered in Colorado, pursuant to
Section 11-51-302(6) of the Colorado revised statutes (the “CRS”). A copy of
Section 11-51-302(6) of the CRS is attached hereto and made a part hereof; and


WHEREAS, pursuant to the Warrant Purchase Agreement,
dated as of                  ,
2007, among the Company and certain purchasers, the entire proceeds of the
private placement of warrants with the Company’s purchasers, equal to
$2,000,000, will be delivered to the Trustee to be deposited in the Trust
Account; and


WHEREAS, pursuant to the Underwriting Agreement, an
additional $1,750,000, (or the amount specified in the notice delivered
pursuant to Section 2(d) hereof), representing a portion of the underwriters’
discount (the “Deferred Compensation”) which the Representative, on behalf of
the underwriters, has agreed to deposit into the Trust Account; and


WHEREAS, the amount to be delivered to the Trustee,
including the proceeds of the IPO and the private placement and the Deferred
Compensation, will be referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders;” and the Public Stockholders, the Representative and
the Company will be referred to together as the “Beneficiaries;” and the
Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property; and



 1
 









WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property;


IT IS AGREED:


1.             Agreements and Covenants of Trustee. The
Trustee hereby agrees and covenants to:


(a)           Hold the Property in trust for the Beneficiaries in
accordance with the terms of this Agreement, including without limitation, the
terms of Section 11-51-302(6) of the CRS, in segregated trust accounts
established by the Trustee at JPMorgan Chase N.A. [and at Morgan Stanley];


(b)           Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


(c)           In a timely manner, upon the instruction of the
Company, to invest and reinvest the Property in any “Government Security.” As
used herein, Government Security means any Treasury Bill issued by the United
States, having a maturity of 180 days or less or any open ended investment
company selected by the Company and registered under the Investment Company Act
of 1940 that holds itself out as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
Investment as determined by the Company;


(d)           Collect and receive, when due, all principal and
income arising from the Property, which shall become part of the “Property,” as
such term is used herein;


(e)           Notify the Company and the Representative of all
communications received by it with respect to any Property requiring action by
the Company;


(f)            Supply any necessary information or documents as
may be requested by the Company in connection with the Company’s preparation of
its tax returns;


(g)           Participate in any plan or proceeding for
protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company and/or the Representative to do so;


(h)           Render to the Company and to the Representative,
and to such other person as the Company may instruct, monthly written
statements of the activities of and amounts in the Trust Account reflecting all
receipts and disbursements of the Trust Account; and


(i)            If there is any income or other tax obligation
relating to the income from the Property in the Trust Account as determined by
the Company, then, from time to time, at the written instruction of the
Company, the Trustee shall promptly, to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, liquidate such assets held in
the Trust Account as shall be designated by the Company in writing, and
disburse to the Company by wire transfer, out of the Property in the Trust
Account, the amount indicated by the Company as owing in respect of such income
tax obligation; and



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(j)            Commence liquidation of the Trust Account promptly
after receipt of and only in accordance with the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, signed on behalf of the Company by its (i) Chief
Executive Officer or Chairman of the Board and (ii) Chief Financial Officer and
complete the liquidation of the Trust Account and disburse the Property in the
Trust Account (which disbursement shall include, in the event of a Business
Combination, payment of the Deferred Compensation to the Representative) only
as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event a Termination Letter has not been
received by the 24-month anniversary of the effective date of the Registration
Statement (the “Last Date”), the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached
hereto as Exhibit B to the stockholders of record on the Last Date.  In all cases, the Trustee shall provide the
Representative with a copy of any Termination Letters and/or any other
correspondence that it receives with respect to any proposed withdrawal from
the Trust Account promptly after it receives same. The provisions of this
Section 1(i) may not be modified, amended or deleted under any
circumstances.  The Trustee understands
and agrees that, except as provided in paragraphs 1(i), 1(k) and 6(a) hereof,
disbursements from the Trust Account shall be made only pursuant to a duly
executed Termination Letter, together with the other documents referenced
herein; and


(k)           Upon one or more written requests from the Company,
which may be given not more than once in any calendar month period, the Trustee
shall distribute to the Company interest earned on the Trust Account, net of
taxes payable, up to a maximum of $2,000,000. The distributions requested by
the Company may be for any amount, provided that (i) in the aggregate, all
distributions under this Section 1(k) may not exceed $2,000,000 (subject to the
limitation imposed by Section (1)(l) below and (ii) that such distributions may
only be made if and to the extent that interest has been earned, net of taxes,
on the amount initially deposited into the Trust Account; and


(l)            Permit or effect no distribution from the Trust
Account except in accordance with Sections 1(i), 1(j) and 1(k).


2.             Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


(a)           Provide all instructions to the Trustee hereunder
in writing, signed by the Company’s Chief Executive Officer, President,
Chairman of the Board or Chief Financial Officer. In addition, except with
respect to its duties under Section 1(i) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of
the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


(b)           Subject to the provisions of Section 4 hereof, hold
the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for



 3
 









expenses and
losses resulting from the Trustee’s gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company. The Company
may participate in such action with its own counsel;


(c)           Pay the Trustee an initial acceptance fee, an
annual fee and a transaction processing fee for each disbursement made pursuant
to Sections 1(i) and 1(k) as set forth on Schedule A hereto, which fees shall
be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further
agreed that said transaction processing fees shall be deducted by the Trustee
from the disbursements made to the Company pursuant to Section 1(k). The
Company shall pay the Trustee the initial acceptance fee and first year’s fee
at the consummation of the IPO and shall thereafter pay the annual fee on the
anniversary of the Effective Date. The Trustee shall refund to the Company the
fee (on a pro rata basis) with respect to any period after the liquidation of
the Trust Account. The Company shall not be responsible for any other fees or
charges of the Trustee except as set forth in this Section 2(c) and as may be
provided in Section 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
Section);


(d)           Within five business days after the Representative’s
over-allotment option (or any unexercised portion thereof) expires or is
exercised in full, provide the Trustee notice in writing (with a copy to the
Representative) of the total amount of the Deferred Compensation, which shall
in no event be less than $1,750,000;


(e)           Provide to the Trustee any letter of intent,
agreement in principle or definitive agreement that is executed in connection
with a Business Combination, together with a certified copy of a unanimous
resolution of the Board of Directors of the Company affirming that such letter
of intent, agreement in principle or definitive agreement is in effect; and


(f)            In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of
soliciting proxies and tabulating stockholder votes verifying the vote of the
Company’s stockholders regarding such Business Combination.


3.             Limitations of Liability. The Trustee shall
have no responsibility or liability to:


(a)           Take any action with respect to the Property, other
than as directed in Section 1 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or willful
misconduct;


(b)           Institute any proceeding for the collection of any
principal and income arising from, or institute, appear in or defend any
proceeding of any kind with respect to, any of the Property unless and until it
shall have received written instructions from the Company given as



 4
 









provided
herein to do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto;


(c)           Change the investment of any Property, other than
in compliance with Section 1(c);


(d)           Refund any depreciation in principal of any
Property;


(e)           Assume that the authority of any person designated
by the Company or the Representative to give instructions hereunder shall not
be continuing unless provided otherwise in such designation, or unless the
Company or the Representative shall have delivered a written revocation of such
authority to the Trustee;


(f)            The other parties hereto or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for
its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which is
believed by the Trustee, in good faith, to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


(g)           Verify the correctness of the information set forth
in the Registration Statement or to confirm or assure that any acquisition made
by the Company or any other action taken by it is as contemplated by the
Registration Statement, unless an officer of the Trustee has actual knowledge
thereof, written notice of such event is sent to the Trustee or as otherwise
required under Section 1(j) hereof;


(h)           Pay any taxes on behalf of the Trust Account (it
being expressly understood that, as set forth in Section 1(i), if there is any
income tax obligation relating to the income of the Property in the Trust
Account, then, at the written instruction of the Company, the Trustee shall
disburse to the Company the amount indicated by the Company as owing in respect
of such income tax obligation); and


(i)            Verify calculations, qualify or otherwise approve
Company requests for distributions pursuant to Section 1(i) or 1(k).


4.             No Right of Set-Off. The Trustee waives any right of set-off or any right, title, interest or
claim of any kind that the Trustee may
have against the Property held in the Trust Account. In the event that the
Trustee has a claim against the Company under this Agreement, including,
without limitation, under Section 3(b), the Trustee will pursue such claim
solely against the Company and not against the Property held in the Trust
Account.



 5
 









5.             Termination. This Agreement shall terminate as
follows:


(a)           If the Trustee gives written notice to the Company that it desires to
resign under this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that,
in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with the United States
District Court for the Southern District of New York and upon such deposit, the
Trustee shall be immune from any liability whatsoever that arises due to any
actions or omissions to act by any party after such deposit; or


(b)           At such time that the Trustee has completed the liquidation of the Trust
Account in accordance with the provisions of Section 1(j) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


6.             Miscellaneous.


(a)           The Company and the Trustee each acknowledge that the Trustee will follow
the security procedures set forth below with respect to funds transferred from
the Trust Account. Upon receipt of written instructions, the Trustee will
confirm such instructions with an Authorized Individual at an Authorized
Telephone Number listed on the attached Exhibit C. The Company and the
Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary’s bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided.


(b)           This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. It may be executed in several
counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


(c)           This Agreement contains the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof. This Agreement or any
provision hereof may only be changed, amended or modified by a writing signed
by each of the parties hereto; provided, however, that no such change, amendment
or modification (other than to correct a typographical or similar technical
error) may be made to Sections 1(i), 1(j), 1(k) and 1(l) hereof without the
consent of 95% of the Public Stockholders, it being the specific intention of
the parties hereto that each Public Stockholder is and shall be a third-party
beneficiary of this



 6
 









Section 6(c) with the
same right and power to enforce this Section 6(c) as either of the parties hereto. For purposes of this Section 6(c), the “consent of 95% of the Public Stockholders”
shall mean receipt by the Trustee of a certificate from an entity certifying
that (i) such entity regularly engages in the business of serving as inspector
of elections for companies whose securities are publicly traded, and (ii)
either (a) 95% of the Public Stockholders of record as of a record date
established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (the “DGCL”), have voted in favor of such amendment
or modification or (b) 95% of the Public Stockholders of record as of a record
date established in accordance with Section 213(b) of the DGCL has delivered to
such entity a signed writing approving such amendment or modification.


(d)           As to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.


(e)           The parties hereto consent to the jurisdiction and venue of any state or
federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.


(f)            Any notice, consent or request to be given in connection with any of the
terms or provisions of this Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery or by facsimile transmission:


if to
the Trustee, to:


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steve Nelson

Fax No.: (212) 509-4000


if to
the Company, to:


Arcade Acquisition Corp.

c/o Arcade Partners, LLC


62 La Salle Road, Suite 304


West Hartford, CT  06107


Phone: 860-236-6320

Attn: John Chapman, Chief Financial Officer


Fax: (860) 236-6325


in
either case with a copy to:


Morgan
Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, NY 10020

Attn:  Tina Pappas

Fax No.: (212) 218-3719



 7
 









and


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas


New York, New York 10036

Attn:  Christopher Auguste, Esq.

Fax No.: (212) 715- 8000


and


Loeb
& Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:  Fran Stoller, Esq.

Fax No.: (212) 407-4990


(g)           This Agreement may not be assigned by the Trustee without the prior written
consent of the Company.


(h)           Each of the Trustee and the Company hereby represents that it has the full
right and power and has been duly authorized to enter into this Agreement and
to perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against
the Trust Account, including by way of set-off, and shall not be entitled to
any funds in the Trust Account under any circumstance.


(i)            The Trustee
hereby consents to the inclusion of Continental Stock Transfer & Trust
Company in the Registration Statement and other materials relating to the IPO.


(j)            The underwriters
shall be third party beneficiaries of this Agreement and this Agreement may not
be modified or changed without the prior written consent of the Representative.


[Signature page follows]



 8
 









IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust Agreement as of the date first written above.


	
  

  	
  CONTINENTAL STOCK TRANSFER &
  TRUST COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ARCADE ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Jonathan Furer

  
	
   

  	
  Title: Chief Executive Officer

  



 



 9














SCHEDULE
A


Schedule of fees
pursuant to Section 2(c) of Investment Management Trust Agreement

between Arcade Acquisition Corp. and Continental Stock Transfer & Trust
Company


	
  Fee Item

  	
   

  	
  Time and method of payment

  	
   

  	
  Amount

  
	
  Initial acceptance fee

  	
   

  	
  Initial closing of IPO by wire
  transfer

  	
   

  	
  $

  	
  1,000

  
	
  Annual fee

  	
   

  	
  First year, initial closing of IPO
  by wire transfer; thereafter on the anniversary of the effective date of the
  IPO by wire transfer or check

  	
   

  	
  $

  	
  3,000

  
	
  Transaction processing fee for 

  disbursements to Company under Sections 1(i) and 1(k)

  	
   

  	
  Deduction by Trustee from
  disbursement made to Company under Section 1(k)

  	
   

  	
  $

  	
  250

  



Agreed:


Dated: 
                   ,
2007


	
  ARCADE ACQUISITION CORP.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Jonathan Furer

  
	
  Title: Chief Executive Officer

  
	
   

  
	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: Authorized Officer

  



 
















EXHIBIT A


[Letterhead of Company]


[Insert
date]


Continental
Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn:


Re:          Trust Account No. [               ] Termination Letter


Gentlemen:


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Arcade Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of
              ,
2007 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement (“Business Agreement”) with
                      
(“Target Business”) to consummate a business combination with Target Business (“Business
Combination”) on or about [insert date]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”) and shall provide you with a certificate or
affidavit in accordance with Section 2(f) of the Trust Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Trust Agreement.


In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence liquidation of the Trust
Account to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date.


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the Business
Combination has been consummated and [(b) the provisions of Section
11-51-302(6) and Rule 51-3.4 of the CRS have been met,] and (ii) the Company
and Morgan Joseph & Co. Inc., as representative of the underwriters of the
Company’s IPO (the “Representative”) shall deliver to you joint written
instructions with respect to the transfer of the funds held in the Trust
Account, including the Deferred Compensation (“Instructions”). You are hereby
directed and authorized to transfer the funds, including the Deferred
Compensation, held in the Trust Account immediately upon your receipt of the
counsel’s letter, evidence of delivery of the Stock Certificates, the Officer’s
Certificate and the Instructions, in accordance with the terms of the
Instructions. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the
Company and the Representative of the same. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.













In the event that the Business
Combination is not consummated on the Consummation Date described in the notice
thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall
be reinvested as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ARCADE ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


















EXHIBIT
B


[Letterhead of Company]


[Insert
date]


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:


Re:          Trust Account No. [ ]
Termination Letter


Gentlemen:


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Arcade Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of
                 ,
2007 (“Trust Agreement”), this is to advise you that the Company has
been unable to effect a Business Combination with a Target Company within the
time frame specified in the Company’s Certificate of Incorporation, as
described in the Company’s prospectus relating to its IPO.


In accordance with the terms of the
Trust Agreement, we hereby (a) certify to you that, if applicable, the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have
been met and (b) authorize you, to commence liquidation of the Trust Account
as promptly as practicable to the stockholders of record on the Last Date (as
defined in the Trust Agreement). The Company
will establish a record date for the purposes of determining the stockholders
entitled to receive their share of liquidation proceeds. The record date shall
be within ten (10) days of the date of this letter or as soon thereafter as is
reasonably practicable and legally permissible. You will notify the Company in
writing as to when all of the funds in the Trust Account will be available for
immediate transfer (“Transfer Date”) in accordance with the terms of the Trust
Agreement and the Certificate of Incorporation of the Company. You shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Certificate of Incorporation of the Company and you shall
oversee the distribution of the funds. 
Upon the distribution of all the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ARCADE ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
  

  	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



Agreed:


Dated: 
                      ,
200  


	
  ARCADE ACQUISITION CORP.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: Authorized Officer

  



 


 

















EXHIBIT C


	
  AUTHORIZED INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
   

  	
   

  	
   

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Arcade Acquisition Corp.

  	
   

  	
  ( )

  
	
  c/o Arcade Partners, LLC

  	
   

  	
   

  
	
  62 LaSalle Road, Suite 304

  	
   

  	
   

  
	
  West Hartford, Connecticut 06107

  	
   

  	
   

  
	
  Attn: Jonathan Furer, Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental Stock Transfer & Trust Company 

  17 Battery Place 

  New York, New York 10004 

  Attn: Steve Nelson

  	
   

  	
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