Exhibit 10.1
[Form of Letter Agreement among the
Registrant, Morgan Joseph & Co. Inc. and each Initial
Stockholder]
,
2007
Arcade Acquisition Corp.
c/o Arcade Partners, LLC
62 La Salle Road, Suite 304
West Hartford, Connecticut 06107
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020
Re:
Initial Public Offering
Gentlemen:
The undersigned stockholder, officer
and director of Arcade Acquisition Corp. (“Company”),
in consideration of Morgan Joseph & Co. Inc. (“Morgan
Joseph”) entering into a letter of intent (“Letter of
Intent”) to underwrite an initial public offering of the
securities of the Company (“IPO”) and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms
used herein are defined in paragraph 12 hereof):
1.
If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by
him in accordance with the majority of the votes cast by the
holders of the IPO Shares and will vote all shares of Common Stock
of the Company acquired by him in the IPO or aftermarket in favor
of any Business Combination negotiated by the officers of the
Company.
2.
In the event that the Company fails to consummate a Business
Combination within 24 months from the effective date
(“Effective Date”) of the registration statement
relating to the IPO, the undersigned will (i) cause the Trust
Account (as defined in the Letter of Intent) to be liquidated and
distributed to the holders of IPO Shares and (ii) take all
reasonable actions within his power to cause the Company to
liquidate as soon as reasonably practicable. The undersigned hereby
waives any and all right, title, interest or claim of any kind in
or to any distribution of the Trust Account (as defined in the
Letter of Intent) and any remaining net assets of the Company as a
result of such liquidation with respect to his Insider Shares
(“Claim”) and will not seek recourse against the Trust
Account for any reason whatsoever. In the event of the liquidation
of the Trust Account, the undersigned agrees to indemnify and hold
harmless the Company jointly and severally with [Jonathan Furer,
John Chapman, the Asif Rahman Trust, the Deena Rahman Trust, the
Rahman Family Trust and Arcade Acquisition Investors, LLC,] against
any and all loss, liability, claims, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any
claim by any third party if such third party did not execute a
valid and enforceable waiver of claims against the Trust Account,
but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the
1
amount in the
Trust Account. The foregoing section is not for the benefit of any
third party beneficiaries of the Company and does not create any
contract right in favor of any person other than the
Company.
3.
In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees (i) not to
become an officer, director or principal shareholder of entities,
including but not limited to blank check companies, which are
engaged in, or in the event of a Business Combination, will be
engaged in, business activities similar to those intended to be
conducted by the Company until the earlier of completion of a
business combination or the Company’s dissolution, and (ii)
to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of
the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned
ceases to be an officer or director of the Company, subject to any
pre-existing fiduciary and contractual obligations the undersigned
might have.
4.
The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which
is affiliated with any of the Insiders unless the Company obtains
an opinion from an independent investment banking firm which is a
member of the National Association of Securities Dealers, Inc. and
is reasonably acceptable to Morgan Joseph, that the Business
Combination is fair to the Company’s stockholders from a
financial perspective.
5.
Prior to a Business Combination, neither the undersigned, any
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