(c)           This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.  Except for paragraph 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.  Furthermore, this Agreement or any provision hereof may only be changed, amended or modified pursuant to this paragraph 7(c) hereof with the Consent of the Public Stockholders; provided, however, that no such change, amendment or modification may be made to paragraph 1(i) hereof (which may not be amended under any circumstances), it being the specific intention of the parties hereto that each Public Stockholder is, and shall be, a third party beneficiary of this paragraph 7(c) with the same right and power to enforce this Section 6(c) as the other parties hereto.  For purposes of this paragraph 7(c), the “Consent of the Public Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (a) 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, who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock, have voted in favor of such change, amendment or modification, or (b) the Public Stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock, have delivered to such entity a signed writing approving such change, amendment or modification.  Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposes amendment in reliance thereon.

 

 

 

 

 

 

 

 

 

	By:
		Name:
		Title:
ARCADE CHINA ACQUISITION CORP.
	By:
		Name:
		Title:

 

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 closing date of the IPO by wire transfer or check		$5,000
Transaction processing fee for disbursements to Company under paragraphs 2(a) or 2(b)		Deduction by Trustee from accumulated income following disbursement made to Company under paragraph 2		$250
Paying agent services for distributions made to shareholders pursuant to paragraphs 1(i) and 2(c)		Liquidation of trust pursuant to 1(i) and distribution of tax refunds, as directed by the Company pursuant to letter instruction in the form of Exhibit F		Usual and customary service fees from time to time applicable to Paying Agent services.

 

 

 

 

 

 

 

 

 

 

 

	Very truly yours,
	ARCADE CHINA ACQUISITION CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:

 

 

 

 

 

 

 

		Very truly yours,
	ARCADE CHINA ACQUISITION CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:

 

 

 

 

 

 

 

 

	Very truly yours,
	ARCADE CHINA ACQUISITION CORP.
	By:
		Name:
		Title
	By:
		Name:
		Title:

 

 

 

 

 

 

 

 

	ARCADE CHINA ACQUISITION CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:

 

 

 

 

 

 

 

 

	ARCADE CHINA ACQUISITION CORP.
		By:
			Name:
			Title:
		By:
			Name:
			Title:

 

 

 

AUTHORIZED INDIVIDUAL(S)		AUTHORIZED
FOR TELEPHONE CALL BACK		TELEPHONE NUMBER(S)
Company:
Arcade China Acquisition Corp.
62 LaSalle Road, Suite 302
West Hartford, Connecticut  06107
Attn:  John Chapman, Chief Financial Officer		(860) ____________
Trustee:
Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn:  Frank Di Paolo, CFO		(212) 845-3270