Unassociated Document


    

      SECURITIES
        ESCROW AGREEMENT

      


      SECURITIES
        ESCROW AGREEMENT, dated as of [     ],
        2008
        (the “Agreement”) by and among Lank Acquisition Corp., a Delaware corporation
        (the “Company”), the undersigned parties listed as the Initial Stockholders on
        the signature page hereto (each an “Initial Stockholder” and collectively, the
“Initial Stockholders”) and American Stock Transfer & Trust Company, a New
        York corporation (the “Escrow Agent”).

      


      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated [     ],
        2008
        (“Underwriting Agreement”) with Citigroup
        Global Markets Inc. (“Citi” or the
        “Representative”),
        acting
        as representative
        of the
        several underwriters (collectively, the “Underwriters”), pursuant to which,
        among other matters, the Underwriters have agreed to purchase 12,500,000
        units
        (not including the underwriters’ over-allotment option) (“Units”) of the
        Company. Each Unit consists of one share of the Company’s common stock, par
        value $.0001 per share (the “Common Stock”) and one warrant (“Warrant”), each
        Warrant to purchase one share of Common Stock, all as more fully described
        in
        the Company’s definitive Prospectus, dated [     ],
        2008
        (“Prospectus”) comprising part of the Company’s Registration Statement on Form
        S-1 (File No. 333-148001) under the Securities Act of 1933, as amended (the
        “Registration Statement”), declared effective on [     ],
        2008
        (the “Effective Date”);

      


      WHEREAS,
        the Initial Stockholders have agreed, as a condition of the Underwriters’
obligation to purchase the Units pursuant to the Underwriting Agreement and
        to
        offer them to the public, to deposit all of their respective shares of Common
        Stock, as set forth opposite their respective names on Exhibit A attached
        hereto
        (the “Escrow Shares”), in escrow as hereinafter provided;

      


      WHEREAS,
        the Company has entered into a Subscription Agreement with one of the Initial
        Stockholders (the “Initial Warrantholder”), dated November 15, 2007 (the
“Subscription Agreement”), pursuant to which the Initial Warrantholder has
        agreed to purchase 2,750,000 warrants (the “Private Warrants”) in a private
        placement transaction;

      


      WHEREAS,
        the Initial Warrantholder has agreed as a condition of the sale of the Private
        Warrants to deposit the Private Warrants (together with the Escrow Shares,
        the
“Escrow Securities”), with the Escrow Agent as hereinafter provided;
        and

      


      WHEREAS,
        the Company and the Initial Stockholders desire the Escrow Agent accept the
        Escrow Securities, in escrow, to be held and disbursed as hereinafter
        provided.

      


      IT
        IS
        AGREED:

      


      1. Appointment
        of Escrow Agent.
        The
        Company and the Initial Stockholders hereby appoint the Escrow Agent to act
        in
        accordance with and subject to the terms of this Agreement and the Escrow
        Agent
        hereby accepts such appointment and agrees to act in accordance with and
        subject
        to such terms.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.
         Deposit
        of Escrow Securities.
        On or
        before the Effective Date, the Initial Stockholders shall deliver to the
        Escrow
        Agent certificates representing their respective Escrow Securities, to be
        held
        and disbursed subject to the terms and conditions of this Agreement. The
        Initial
        Stockholders acknowledge and agree that the certificates representing the
        Escrow
        Securities will bear a legend to reflect the deposit of such Escrow Securities
        under this Agreement.

       

      3.
         Disbursement
        of the Escrow Securities.
        The
        Escrow Agent shall hold each of the Escrow Shares and the Private Warrants
        until
        the termination of their respective Escrow Period (as defined below). In
        the
        case of the Escrow Shares, the “Escrow Period” shall be the period beginning on
        the date the certificates representing the Shares are deposited with the
        Escrow
        Agent and ending on the date that is the one year following the consummation
        of
        the initial Business Combination (as such term is defined in the Registration
        Statement) or earlier 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 of the Company stockholders having
        the
        right to exchange their shares of Common Stock for cash, securities or other
        property.
        In the
        case of the Private Warrants, the “Escrow Period” shall be the period beginning
        on the date the certificates representing the Private Warrants are deposited
        with the Escrow Agent and ending on the 30th
        day
        after the date of the consummation of the initial Business Combination. On
        the
        termination date of the applicable Escrow Period, the Escrow Agent shall,
        upon
        written instructions from the Initial Stockholders, disburse the Escrow
        Securities to such Initial Stockholders; provided, however, that if the Escrow
        Agent is notified by the Company pursuant to Section 6.7 hereof that the
        Company
        is (i) being liquidated at any time during the Escrow Period, or (ii) that
        up to
        468,750 of the Escrow Shares have been forfeited, then the Escrow Agent shall
        promptly destroy the certificates representing such Escrow Securities (or
        portion thereof, as applicable). The Escrow Agent shall have no further duties
        hereunder after the disbursement or destruction of the Escrow Securities
        in
        accordance with this Section 3.

      


      4.
         Rights
        of Initial Holder in Escrow Securities.

      


      4.1. Voting
        Rights as a Stockholder.
        Subject
        to the terms of the Insider Letter described in Section 4.4 hereof and except
        as
        herein provided, the Initial Stockholders shall retain all of their rights
        as
        stockholders of the Company during the Escrow Period, including, without
        limitation, the right to vote the Escrow Shares.

      


      4.2. Dividends
        and Other Distributions in Respect of the Escrow Securities.
        During
        the Escrow Period, all dividends payable in cash with respect to the Escrow
        Securities shall be paid to the Initial Stockholders, but all dividends payable
        in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
        the Escrow Agent to hold in accordance with the terms hereof. As used herein,
        the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends
        distributed thereon, if any.

       

      
        
          
          

        

        
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      4.3. Restrictions
        on Transfer.
        During
        the Escrow Period, no offer, sale, contract to sell, pledge, transfer, hedge
        or
        other disposition may be made of any or all of the Escrow Securities except
        (i)
        upon
        the dissolution and liquidation of the Initial Warrantholder and the
        distribution of assets to its members; (ii) by gift to a immediate family
        member
        of any Initial Stockholder or such Initial Stockholder’s members or to a trust,
        the beneficiary of which is an immediate family member of such Initial
        Stockholder or a member of the immediate family of the Initial Stockholder’s
        members, (iii) by virtue of the laws of descent and distribution upon death
        of
        any Initial Stockholder or any member of the Initial Warrantholder, (iv)
        pursuant to a qualified domestic relations order, (v)
        in
        the event of the Company’s liquidation prior to completion of its initial
        Business Combination or (vi) in the event of the Company’s consummation of a
        liquidation, merger, stock exchange or other similar transaction which results
        in all of the Company’s stockholders having the right to exchange their shares
        of common stock for cash, securities or other property subsequent to the
        Company’s consummation of an initial Business Combination;
        provided, however, that such permissive transfers may be implemented only
        upon
        the respective transferee’s written agreement to be bound by the terms and
        conditions of this Agreement and of the Insider Letter signed by the Initial
        Stockholder that is transferring the Escrow Shares. Even if transferred in
        accordance with this Section 4.3, the Escrow Securities will remain subject
        to
        this agreement and may be released from escrow only in accordance with Section
        3
        hereof. During the Escrow Period, the Initial Stockholders shall not pledge
        or
        grant a security interest in the Escrow Securities or grant a security interest
        in its rights under this Agreement.

      


      4.4. Insider
        Letters.
        The
        Initial Stockholders have executed a letter agreement with the
        Representative
        and the
        Company, dated as of the Effective Date, and which is filed as an exhibit
        to the
        Registration Statement (each an “Insider Letter”), respecting the rights and
        obligations of such Initial Stockholder in certain events, including, but
        not
        limited to, the liquidation of the Company.

      


      5. Concerning
        the Escrow Agent.

      


      5.1. Good
        Faith Reliance.
        The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and 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 Escrow Agent),
        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 Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless it shall have given its prior written consent thereto.

      


      5.2. Indemnification.
        The
        Escrow Agent shall be indemnified and held harmless by the Company from and
        against any expenses, including reasonable counsel fees and disbursements,
        or
        loss suffered by the Escrow Agent in connection with any action, suit or
        other
        proceeding involving any claim which in any way, directly or indirectly,
        arises
        out of or relates to this Agreement, the services of the Escrow Agent hereunder,
        or the Escrow Securities held by it hereunder, other than expenses or losses
        arising from the gross negligence or willful misconduct of the Escrow Agent.
        Promptly after the receipt by the Escrow Agent of notice of any demand or
        claim
        or the commencement of any action, suit or proceeding, the Escrow Agent shall
        notify the other parties hereto in writing. In the event of the receipt of
        such
        notice, the Escrow Agent, in its sole discretion, may commence an action
        in the
        nature of interpleader in an appropriate court to determine ownership or
        disposition of the Escrow Securities or it may deposit the Escrow Securities
        with the clerk of any appropriate court or it may retain the Escrow Securities
        pending receipt of a final, non appealable order of a court having jurisdiction
        over all of the parties hereto directing to whom and under what circumstances
        the Escrow Securities are to be disbursed and delivered. The provisions of
        this
        Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
        pursuant to Sections 5.5 or 5.6 below.

       

      
        
          
          

        

        
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      5.3. Compensation.
        The
        Escrow Agent shall be entitled to reasonable compensation from the Company
        for
        all services rendered by it hereunder, as set forth on Exhibit B hereto.
        The
        Escrow Agent shall also be entitled to reimbursement from the Company for
        all
        expenses paid or incurred by it in the administration of its duties hereunder
        including, but not limited to, all counsel, advisors’ and agents’ fees and
        disbursements and all taxes or other governmental charges.

      


      5.4. Further
        Assurances.
        From
        time to time on and after the date hereof, the Company and the Initial
        Stockholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure itself that it is protected in acting hereunder.

       

      5.5. Resignation.
        The
        Escrow Agent may resign at any time and be discharged from its duties as
        escrow
        agent hereunder by its giving the other parties hereto written notice and
        such
        resignation shall become effective as hereinafter provided. Such resignation
        shall become effective at such time that the Escrow Agent shall turn over
        to a
        successor escrow agent appointed by the Company and approved by the
        Representative,
        the
        Escrow Securities held hereunder. If no new escrow agent is so appointed
        within
        the 60 day period following the giving of such notice of resignation, the
        Escrow
        Agent may deposit the Escrow Securities with any court it deems
        appropriate.

      


      5.6. Discharge
        of Escrow Agent.
        The
        Escrow Agent shall resign and be discharged from its duties as escrow agent
        hereunder if so requested in writing at any time by the other parties hereto,
        jointly, provided, however, that such resignation shall become effective
        only
        upon acceptance of appointment by a successor escrow agent as provided in
        Section 5.5.

      


      5.7. Liability.
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

       

      
        
          
          

        

        
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      6. Miscellaneous.

      


      6.1. Governing
        Law.
        This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York. Each of the
        parties hereby agrees that any action, proceeding or claim against it 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. Each of the parties hereby waives
        any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.

      6.2. Entire
        Agreement.
        This
        Agreement and the Insider Letters contain the entire agreement of the parties
        hereto with respect to the subject matter hereof and, except as expressly
        provided herein, may not be changed or modified except by an instrument in
        writing signed by the party to the charged.

      


      6.3. Headings.
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation thereof.

      


      6.4. Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representative, successors and
        assigns.

       

      6.5. Notices.
        Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or by private national courier
        service, or be mailed, certified or registered mail, return receipt requested,
        postage prepaid, and shall be deemed given when so delivered personally or,
        if
        sent by private national courier service, on the next business day after
        delivery to the courier, or, if mailed, two business days after the date
        of
        mailing, as follows:

      


      if
        to the
        Escrow Agent, to:

      


      American
        Stock Transfer & Trust Company

      [address]

      Attn:
        [     ]

      Fax
        No.:
        [     ]

      


      if
        to the
        Company, to:

      


      Lank
        Acquisition Corp.

      10
        Glenville Street

      Greenwich,
        CT 06831

      Attn:
        Mark C. Davis, co-Chairman and co-President

      


      if
        to any
        Initial Stockholder, to the address set forth in Exhibit A hereto.

       

      in
        either
        case with a copy to:

       

      
        
          
          

        

        
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      Citigroup
        Global Markets Inc.

      388
        Greenwich Street

      New
        York,
        NY 10013

      Attn:
        General Counsel

      Fax
        No.:
        (212) 816-7912

      


      and

      


      Ellenoff,
        Grossman & Schole LLP

      370
        Lexington Avenue

      New
        York,
        New York 10017

      Attn:
        Douglas S. Ellenoff, Esq.

      Fax
        No.:
        (212) 370-7889

      


      and

      


      Bingham
        McCutchen

      399
        Park
        Avenue

      New
        York,
        NY 10022

      Attn:
        Ann
        Chamberlain, Esq.

      Fax
        No:
        (212) 752-5378

      


      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

      


      6.6. Liquidation
        of Company; Forfeiture.
        The
        Company shall give the Escrow Agent written notification of (i) the liquidation
        of the Company in the event that the Company fails to consummate the initial
        Business Combination within the time period specified in the Prospectus or
        (ii)
        forfeiture of up to 468,750 Escrow Shares held by the Initial Warrantholder
        if
        the underwriters over-allotment option is not exercised in full, as further
        described in the Registration Statement.

      


      6.7. Trust
        Account Waiver.
        Notwithstanding anything herein to the contrary, the Escrow Agent hereby
        waives
        any and all right, title, interest or claim of any kind (“Claim”) in or to any
        distribution of the trust account (the “Trust Account”) in which the proceeds of
        the initial public offering conducted by the Company pursuant to the Prospectus
        (the “IPO”) and the proceeds of the sale of the Private Warrants will be
        deposited and held for the benefit of the holders of the securities purchased
        in
        the IPO, as described in greater detail in the Prospectus, and hereby agrees
        not
        to seek recourse, reimbursement, payment or satisfaction for any Claim against
        the Trust Account for any reason whatsoever.

      


      6.8. Counterparts.
        This
        Agreement may be executed in several counterparts each one of which shall
        constitute an original and may be delivered by facsimile transmission and
        together shall constitute one instrument.

       

      
        
          
          

        

        
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      [remainder
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      WITNESS
        the execution of this Agreement as of the date first above written.

       

      


      LANK
        ACQUISITION CORP.

      


      


      By:
        _________________________________       

            
        Name: Mark C. Davis

            
        Title: co-Chairman, co-President and co-Chief Financial Officer

      


      AMERICAN
        STOCK TRANSER & TRUST COMPANY

      


      


      
        By:
          _________________________________       
Name:

      Title:

      


      


      INITIAL
        HOLDERS

      


      


      LANK
        ACQUISITION, LLC

      


      


      By:
        ________________________________________       

      Name:

      Title:

       

      


      


      ________________________________________

      Reuben
        Gutoff

      


      


      ________________________________________

      Robert
        Rieger

      


      
        
          
          

        

        
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      EXHIBIT
        A

       

      
        	
                 

              	
                 

              	
                 

              
	
                Investor

              	
                 

              	
                Investors
                  Address

                and
                  Facsimile Number

              
	
                Name:
                  Lank Acquisition, LLC.

                 

                Number
                  of Shares: 3,593,750 (up to 468,750 of 

                which
                  are subject to forfeiture in the 

                event
                  the underwriters over-allotment option is not 

                exercised
                  in full)

                 

                Number
                  of Warrants: 2,750,000

              	
                 

              	
                Attn:
                  

                Facsimile
                  Number:

              
	
                Name:
                  Reuben Gutoff

                 

                Number
                  of Shares: 20,000

                 

                Number
                  of Warrants: 0

              	 	
                Strategy
                  Associates, Inc.

                110
                  East 71st
                  Street

                New
                  York, NY 10021

                Phone:
                  212-628-6534

                Fax:
                  212-772-8581

              
	
                Name:
                  Robert Rieger

                 

                Number
                  of Shares: 20,000

                 

                Number
                  of Warrants: 0

              	 	
                Phoenix
                  Capital Partners

                287
                  Bowman Avenue

                Purchase,
                  NY 10577

                Phone:
                  914-251-0810

                Fax:
                  914-253-8789

              


      

       

      
        
          
          

        

        
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      EXHIBIT
        B

      


      Escrow
        Agent Fees

      


      $1,800
        annually for acting agent escrow fee.

      


      First
        year agent fee to be paid at closing.

       

       

       

      
        
          
          

        

        
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