Unassociated Document


    STOCK
      PURCHASE AGREEMENT

    


    STOCK
      PURCHASE AGREEMENT, dated as of January 2, 2008, by and between Reuben Gutoff
      (“Purchaser”) and Lank Acquisition, LLC (“Seller”).

    


    WITNESSETH:

    


    WHEREAS,
      Purchaser desires to purchase from the Seller and the Seller desires to sell
      to
      Purchaser an aggregate of 4,375 shares (the “Shares”) of the common stock, par
      value $.0001 per share (the “Common Stock”), of Lank Acquisition Corp. (the
“Company”).

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and
      intending to be legally bound, the parties hereto agree as follows:

    


    ARTICLE
      I

    


    Purchase
      and Sale of Shares

    


    Section
      1.1. Purchase
      and Sale of Shares.
      Upon
      the terms and subject to the conditions of this Agreement and on the basis
      of
      the representations, warranties and agreements contained herein, Seller hereby
      sells, assigns, transfers and conveys to the Purchaser the Shares and the
      Purchaser hereby purchases the Shares from the Seller for a per share cash
      purchase price of $.00342 (an aggregate cash purchase price of $15.00 (the
      “Purchase Price”)). Purchaser shall pay the Purchase Price by check payable to
      the order of Seller.

    


    ARTICLE
      II

    


    Representations
      and Warranties Regarding the Seller

    


    Seller
      hereby represents and warrants to the Purchaser as follows:

    


    Section
      2.1. Authorization.
      It has
      the power and authority to execute and deliver this Agreement and to perform
      its
      obligations hereunder. This Agreement has been duly authorized, executed and
      delivered by Seller and constitutes the valid and binding obligation of Seller,
      enforceable against it in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors' rights and to general
      equity principles.

    


    Section
      2.2. No
      Consents.
      No
      notice to, filing with, or authorization, registration, consent or approval
      of
      any governmental authority or other individual, partnership, corporation, joint
      stock company, unincorporated organization or association, trust or joint
      venture, or a governmental agency or political subdivision thereof (each, a
      “Person”) is necessary for the execution, delivery or performance of this
      Agreement or the consummation of the transactions contemplated hereby by
      Seller.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      2.3. Ownership
      of the Shares.
      Seller
      owns the Shares beneficially and of record, free and clear of any liens, claims
      or encumbrances (collectively, “Encumbrances”). Seller has not entered into any
      agreement, arrangement or other understanding (i) granting any option, warrant
      or right of first refusal with respect to the Shares to any Person, (ii)
      restricting Seller’s right to sell the Shares to the Purchaser or (iii)
      restricting any other of Seller’s rights with respect to the Shares. Seller has
      the absolute and unrestricted right, power and capacity to sell, assign and
      transfer the Shares to the Purchaser free and clear of any Encumbrances. Upon
      payment in full of the Purchase Price, the Purchaser will acquire good, valid
      and marketable title to the Shares, free and clear of any Encumbrances created
      by the Seller.

    


    Section
      2.4. Brokers.
      No
      Person is or will be entitled to a broker’s, finder’s, investment banker’s,
      financial adviser's or similar fee from it in connection with this Agreement
      or
      any of the transactions contemplated hereby.

    


    ARTICLE
      III

    


    Representations
      and Warranties Regarding the Purchaser

    


    Purchaser
      hereby represents and warrants to the Seller as follows:

    


    Section
      3.1.  Authorization.
      He has
      the power and authority to execute and deliver this Agreement and to perform
      his
      obligations hereunder, all of which have been duly authorized by all requisite
      action. This Agreement has been duly authorized, executed and delivered by
      him
      and constitutes his valid and binding agreement, enforceable against him in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general equity
      principles.

    


    Section
      3.2.  Access
      to Information.
      He has
      received all information regarding the Company he deems necessary or advisable
      to evaluate the risks and merits of an investment in the Shares. He acknowledges
      that neither the Seller nor any of its authorized representatives have made
      any
      representation or warranty regarding the Company or an investment in the Shares,
      other than as contained herein.

    


    Section
      3.3.  Brokers.
      No
      person is or will be entitled to a broker’s, finder’s, investment banker’s,
      financial adviser’s or similar fee from him in connection with this Agreement or
      any of the transactions contemplated hereby.

    


    ARTICLE
      IV

    


    Survival,
      Amendment and Waiver

    


    Section
      4.1. Survival.
      The
      representations and warranties contained in this Agreement or any certificate
      delivered in connection herewith shall survive the sale of the Shares as
      contemplated hereby.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4.2. Amendments.
      This
      Agreement (including the provisions of this Section 4.2) may not be amended
      or
      modified except by an instrument in writing signed on behalf of all of the
      parties affected by such amendment or modification.

    


    Section
      4.3. Extension;
      Waiver.
      The
      parties hereto may (i) extend the time for performance of any of the obligations
      or other acts of the other parties hereto, (ii) waive any inaccuracies in the
      representations and warranties of the other parties hereto contained herein
      or
      in any document delivered pursuant hereto, and (iii) waive compliance with
      any
      of the agreements of the other parties hereto or satisfaction of any of the
      conditions to such party's obligations contained herein. Any agreement on the
      part of a party hereto to any such extension or waiver shall be valid only
      if
      set forth in an instrument in writing signed on behalf of such party. The
      failure of a party hereto to assert any of its rights hereunder shall not
      constitute a waiver of such rights.

    


    ARTICLE
      V

    


    Miscellaneous

    


    Section
      5.1. Notices.
      All
      notices, requests, claims, demands, waivers and other communications hereunder
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, when delivered by courier, three days after being deposited in the
      mail
      (registered or certified mail, postage prepaid, return receipt requested),
      or
      when received by facsimile transmission upon receipt of a confirmed transmission
      report, as follows:

    


    
      	If
              to the Purchaser:	
              Reuben
                Gutoff

            


    

    110
      East
      71st
      Street

    New
      York,
      NY 10021

    Tel:
      212-628-6534

    Fax:
      212-772-8581

    


    
      	If
              to the Seller:	
              Lank
                Acquisition, LLC

            


    

    10
      Glenville Street

    Greenwich,
      CT 06831

    Tel:
      914-925-1298

    Fax:
      [                  
]

    Attention:
      Mark C. Davis

    


    Any
      party
      hereto, by notice given to the other parties hereto in accordance with this
      Section 5.1 may change the address or facsimile transmission number to which
      such notice or other communications are to be sent to such party.

    


    Section
      5.2. Expenses.
      Each of
      the parties hereto shall pay its own expenses incident to this Agreement and
      the
      transactions contemplated herein.

    


    Section
      5.3. Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Delaware, without reference to the choice of law principles
      thereof. Each of the parties hereto irrevocably submits to the exclusive
      jurisdiction of the courts of the State of Delaware for the purpose of any
      suit,
      action, proceeding or judgment relating to or arising out of this Agreement
      and
      the transactions contemplated hereby. Service of process in connection with
      any
      such suit, action or proceeding may be served on each party hereto anywhere
      in
      the world by the same methods as are specified for the giving of notices under
      this Agreement. Each of the parties hereto irrevocably consents to the
      jurisdiction of any such court in any such suit, action or proceeding and to
      the
      laying of venue in such court. Each party hereto irrevocably waives any
      objection to the laying of venue of any such suit, action or proceeding brought
      in such courts and irrevocably waives any claim that any such suit, action
      or
      proceeding brought in any such court has been brought in an inconvenient forum.
      EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      5.4. Assignment;
      Successors and Assigns; No Third Party Rights. This
      Agreement may not be assigned by operation of law or otherwise, and any
      attempted assignment shall be null and void. This Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective heirs,
      successors, permitted assigns and legal representatives. This Agreement shall
      be
      for the sole benefit of the parties to this Agreement and their respective
      heirs, successors, permitted assigns and legal representatives and is not
      intended, nor shall be construed, to give any Person, other than the parties
      hereto and their respective heirs, successors, assigns and legal
      representatives, any legal or equitable right, remedy or claim
      hereunder.

    


    Section
      5.5. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original agreement, but all of which together shall constitute one and the
      same
      instrument.

    


    Section
      5.6. Titles
      and Headings. The
      titles and headings in this Agreement are for reference purposes only, and
      shall
      not in any way affect the meaning or interpretation of this
      Agreement.

    


    Section
      5.7. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      matters covered hereby and thereby and supersedes all previous written, oral
      or
      implied understandings among them with respect to such matters.

    


    Section
      5.8. Severability.
      The
      invalidity of any portion hereof shall not affect the validity, force or effect
      of the remaining portions hereof. If it is ever held that any restriction
      hereunder is too broad to permit enforcement of such restriction to its fullest
      extent, such restriction shall be enforced to the maximum extent permitted
      by
      law.

    


    Section
      5.9. Interpretation.
      Unless
      otherwise indicated to the contrary herein by the context or use thereof: (i)
      the words, "herein," "hereto," "hereof" and words of similar import refer to
      this Agreement as a whole and not to any particular Section or paragraph hereof;
      (ii) words importing the masculine gender shall also include the feminine and
      neutral genders, and vice versa; and (iii) words importing the singular shall
      also include the plural, and vice versa.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      5.10. No
      Strict Construction.
      Each of
      the parties hereto acknowledges that this Agreement has been prepared jointly
      by
      the parties hereto, and shall not be strictly construed against either
      party.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the day and year first above written.

     

    
      	 	 	 
	 	LANK
              ACQUISITION
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Mark C. Davis
	 	
              
Mark
              C. Davis
	 	Co-Managing
              Member
	 	 
	 	 
	 	/s/
              Reuben Gutoff
	 	
              
Reuben
              Gutoff