[       
       ], 2008

    


    Lank
      Acquisition Corp.

    10
      Glenville Street

    Greenwich,
      CT 06831

     

    Citigroup
      Global Markets Inc.

    388
      Greenwich Street

    New
      York,
      NY 10013

    


    


    
      	Re:	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    This
      letter agreement is being delivered to you in accordance with the underwriting
      agreement entered into by and between Lank Acquisition Corp.
      (the
“Company”)
      and
      Citigroup Global Markets, Inc. (“Citi”
or
      the
“Representative”),
      as
      representative of the several underwriters relating to an initial public
      offering (the “IPO”)
      of
      12,500,000 units (14,375,000 if the over-allotment option is exercised in full),
      each unit comprised of one share of the Company’s common stock, par value $.0001
      per share (the “Common
      Stock”)
      and
      one warrant exercisable for one share of Common Stock. The undersigned 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: (i) vote all Insider Shares owned by the undersigned in the
      same manner as a majority of the votes cast by the Public Stockholders who
      vote
      at the special or annual meeting called for the purpose of approving the
      Business Combination, (ii) vote any shares of Common Stock acquired in or
      following the IPO in favor of the Business Combination and (iii) vote all
      Insider Shares and all shares he may acquire in or following the IPO in favor
      of
      an amendment to the Company’s Amended and Restated Certificate of Incorporation
      to provide for perpetual existence of the Company in the event the Business
      Combination is approved.

     

    2. (a)  In
      the
      event the Company fails to consummate a Business Combination within 24 months
      after the effective date of the prospectus (the “Effective
      Date”)
      of the
      registration statement relating to the IPO, file number 333-148001, as amended
      from time to time (the “Termination
      Date”),
      the
      undersigned shall, in accordance with all applicable requirements of the
      Delaware General Corporation Law, take all action reasonably within his power
      to
      liquidate the Company and distribute all funds held in the Trust Account to
      the
      Public Stockholders as soon as reasonably practicable following the Termination
      Date in the manner and subject to the deductions set forth in the Prospectus.
      In
      addition, from and after the Termination Date, the undersigned will, in
      accordance with the Company’s Amended and Restated Certificate of Incorporation,
      take all action reasonably within his power to limit the Company’s activities to
      winding up its affairs and liquidating the Trust Account. 

     

    (b) Except
      with respect to any of the IPO Shares acquired by the undersigned in connection
      with or following the IPO, the undersigned hereby irrevocably: (i) waives
      any and all right, title, interest, cause of action or claim of any kind (a
      “Claim”)
      in or
      to all funds in the Trust Account and any remaining net assets of the Company
      upon liquidation of the Company; (ii) waives any Claim the undersigned may
      have in the future as a result of, or arising out of, any contracts or
      agreements with the Company, which Claim would reduce, encumber or otherwise
      adversely affect the amounts held in the Trust Account; and (iii) agrees
      the undersigned will not seek recourse (legal, equitable or otherwise) against
      the Trust Account for any reason whatsoever. The undersigned hereby agrees
      it
      shall promptly reimburse the Trust Account for any distribution of amounts
      in
      the Trust Account received by the undersigned in respect of its Insider Shares.
      For clarity, the undersigned may receive liquidating distributions from the
      Trust Account in respect of IPO Shares.

     

    
      
         

      

      
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    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees, until the earlier of the Company’s
      consummation of a Business Combination or its liquidation, to present to the
      Company for its consideration, prior to presentation to any other person or
      entity (subject to the pre-existing fiduciary obligations that the undersigned
      has as described in the registration statement relating to the IPO), any
      business combination opportunity if such opportunity has a fair market value
      of
      $100 million or more. The undersigned also agrees not to (i) pursue such a
      business combination opportunity described above, separate from the Company,
      unless and until the Board of Directors of the Company, acting by a majority
      of
      disinterested, independent directors, has determined that the Company will
      not
      pursue such business combination opportunity or (ii) enter into a similar
      agreement with another entity that may conflict with the undersigned's
      obligations pursuant to this paragraph. The undersigned hereby agrees and
      acknowledges that (i) the Representative and the Company could be irreparably
      harmed in the event of a breach by the undersigned of his obligations under
      this
      paragraph 3 and monetary damages may not be an adequate remedy for such breach,
      (ii) the non-breaching party shall be entitled to injunctive relief, in addition
      to any other remedy such party may have in the event of such breach.


     

    4. The
      undersigned acknowledges and agrees the Company will not consummate any Business
      Combination involving a company affiliated with any of the Insiders, unless
      the
      Company obtains an opinion from an independent third party appraiser, which
      may
      or may not be an investment banking firm that is a member of the Financial
      Industry Regulatory Authority, Inc., reasonably acceptable to the Representative
      that the Business Combination is fair to the Company’s stockholders from a
      financial perspective.

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive and will not accept any
      compensation for services rendered to the Company prior to the consummation
      of
      the Business Combination; provided the undersigned shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    6. The
      undersigned agrees that neither the undersigned, any member of the family of
      the
      undersigned, nor any Affiliate of the undersigned will be entitled to receive
      or
      accept, and the undersigned, on behalf of the undersigned and the aforementioned
      parties, hereby waives any rights to, a finder’s fee, cash payment or any other
      compensation payable by the Company in the event the undersigned, any member
      of
      the family of the undersigned or any Affiliate of the undersigned originates
      a
      Business Combination or otherwise renders services on behalf of the Company
      prior to or in connection with a Business Combination.

     

    7. The
      undersigned will escrow his Insider Shares, if any, for the period commencing
      on
      the Effective Date and
      ending one year from the date of the Company’s initial Business Combination, or
      such earlier date if, subsequent to the Business Combination, (i) the closing
      price of the Common Stock equals or exceeds $16.00 per share for any 20 trading
      days within any 30-trading day period commencing 90 days after the Business
      Combination or (ii) the Company consummates a subsequent liquidation, merger,
      stock exchange or other similar transaction which results in all Company
      stockholders having the right to exchange their shares of Common Stock for
      cash,
      securities or other property, subject in all respects to the terms of a Stock
      Escrow Agreement which the Company will enter into with the undersigned and
      an
      escrow agent acceptable to the Company.

     

    
      
         

      

      
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    8. The
      undersigned agrees to be a director of the Company until the earlier of the
      consummation by the Company of a Business Combination or the liquidation of
      the
      Company.  The undersigned’s biographical information furnished to the
      Company and attached hereto as Exhibit
      A
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Section 401 of Regulation S-K,
      promulgated under the Securities Act of 1933, as amended.  The
      undersigned’s Questionnaire furnished to the Company and the Representative is
      true and accurate in all material respects.  The undersigned further
      represents and warrants to the Company and the Representative that:

     

    (a) No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer has been
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two (2) years
      prior to the date hereof;

     

    (b) The
      undersigned has not been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

     

    (c) The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities: 

     

    (i) Acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; 

     

    (ii) Engaging
      in any type of business practice; or 

     

    (iii) Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of Federal or State securities
      laws or Federal commodities laws; 

     

    (d) The
      undersigned has not been the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State authority
      barring, suspending or otherwise limiting for more than sixty (60) days the
      right of the undersigned to engage in any activity described in paragraph (c)(i)
      above, or to be associated with persons engaged in any such activity;


     

    (e) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Securities and Exchange Commission to have violated any Federal
      or State securities law, and the judgment in such civil action or finding by
      the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended, or vacated;

     

    (f) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Commodity Futures Trading Commission to have violated any
      Federal commodities law, and the judgment in such civil action or finding by
      the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated; 

     

    
      
         

      

      
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    (g) The
      Securities Subscription Agreement dated November 15, 2007 by and between the
      undersigned and the Company has been duly authorized, executed and delivered
      by
      the undersigned, is a valid and binding agreement of the undersigned,
      enforceable against the undersigned in accordance with its terms except as
      the
      enforceability thereof may be limited by bankruptcy, insolvency, or similar
      laws
      affecting creditors’ rights generally from time to time in effect and by
      equitable principles of general applicability;

    


    (h) The
      Stock
      Purchase Agreement dated January 2, 2008 by and between the undersigned and
      the
      Company has been duly authorized, executed and delivered by the undersigned,
      is
      a valid and binding agreement of the undersigned, enforceable against the
      undersigned in accordance with its terms except as the enforceability thereof
      may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of
      general applicability; and

    


    (i) This
      letter agreement has been duly authorized, executed and delivered by the
      undersigned and is a valid and binding agreement of the undersigned, enforceable
      against it in accordance with its terms except as enforceability thereof may
      be
      limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights
      generally from time to time in effect and by equitable principles of general
      applicability.

     

    9. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement and to serve
      as a
      director of the Company.

    


    10. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Representative and its legal representatives
      or agents (including any investigative search firm retained by the
      Representative) any information they may have about the undersigned’s background
      and finances (the “Information”). 
      Neither the Representative nor its agents shall be violating the undersigned’s
      right of privacy in any manner in requesting and obtaining the Information
      and
      the undersigned hereby releases them from liability for any damage whatsoever
      in
      that connection.

     

    11. The
      undersigned hereby agrees not to propose or vote in favor of, any amendment
      to
      the Company’s Amended and Restated Certificate of Incorporation prior to the
      consummation of the Company’s initial Business Combination other than in
      connection with the proposal to approve the Business Combination. This paragraph
      may not be modified or amended under any circumstances.

     

    12. As
      used
      herein: (i) “Affiliate”
shall
      mean a person who, directly or indirectly, through one or more intermediaries,
      controls, or is controlled by, or is under common control with, the undersigned.
      The term “control” means the possession, direct or indirect, of the power to
      direct the undersigned, whether by contract or otherwise; (ii) a
      “Business
      Combination”
shall
      mean an acquisition, by merger, capital stock exchange, asset acquisition,
      stock
      purchase, reorganization or similar business combination and as otherwise
      described in the registration statement relating to the IPO, of one or more
      businesses or assets selected by the Company; (iii) “Common
      Stock”
shall
      mean the common stock, par value $.0001 per share, of the Company; (iv)
“Insiders”
shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (v) “Insider
      Shares”
shall
      mean all of the shares of Common Stock owned by an Insider prior to the IPO;
      (vi) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO or purchased on the
      open market any time thereafter; (vii) “Private
      Placement”
shall
      mean the private placement of 2,750,000 warrants of the Company prior to the
      IPO; (viii) “Prospectus”
shall
      mean the prospectus contained in the registration statement relating to the
      IPO;
      (ix) “Public
      Stockholders”
shall
      mean the holders of the securities issued by the Company in the IPO; and (x)
      “Trust
      Account”
means
      the trust account in which the proceeds to the Company of the IPO will be
      deposited and held for the benefit of the holders of the IPO shares, as
      described in greater detail in the Registration Statement.

     

    
      
         

      

      
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    13. The
      undersigned hereby agrees any action, proceeding or claim against the
      undersigned arising out of or relating in any way to this Agreement shall be
      brought and enforced in the courts of the State of New York or the United States
      District Court for the Southern District of New York, and irrevocably submits
      to
      such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenience forum.

     

     

    
      	 	
              Name:
                Reuben Gutoff

            
	 	 
	 	 
	 	 
	 	   

	 	
              Signature

            


    

     

     

     

     

    
      
         

      

      
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    EXHIBIT
      A

    


    


    


    
 

     

     

    
      
         

      

      
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