Unassociated Document


    Exhibit
      10.1

    FORM
      OF INVESTMENT MANAGEMENT TRUST AGREEMENT

     

    This
      Investment Management Trust Agreement is made as of _____, 2008 by and between
      Lank Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, File No. 333-148001
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective on [_____], 2008 by the Securities and
      Exchange Commission (“Effective Date”); and

     

    WHEREAS,
      the Company has issued securities in a private placement (the “Placement”);
      and

    


    WHEREAS,
      Citigroup Global Markets Inc. (“Citi”) is acting as the representative of the
      underwriters (“Underwriters”) in the IPO pursuant to an underwriting agreement
      dated on or about the date hereof between the Company and Citi (“Underwriting
      Agreement”); and

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      amended and restated certificate of incorporation, upon execution of this
      Agreement or as promptly thereafter as practicable, the Company shall deliver
      to
      the Trustee an amount equal to the sum of (i) $115,437,500 of the net proceeds
      of the IPO ($132,875,000 if the underwriters’ over-allotment option is exercised
      in full) (the “IPO Proceeds”) and (ii) $2,750,000 the gross proceeds of the
      Placement in accordance with the Subscription Agreement, dated as of November
      15, 2007, among the Company and certain purchasers (together with the IPO
      Proceeds, the “Base Deposit”), to be deposited and held in a trust account for
      the benefit of the Company and the holders of the Company’s common stock, par
      value $0.0001 per share, included as part of the units of the Company’s
      securities issued in the IPO (“Common Stock”). The amount to be delivered to the
      Trustee is referred to herein as the “Property”, and the parties for whose
      benefit the Trustee shall hold the Property are referred to together with the
      Company as the “Beneficiaries”; and

    


    WHEREAS,
      pursuant to the Underwriting Agreement, a portion of the Property equal to
      $4,062,500 (or $4,671,875 if the underwriters’ over-allotment option is
      exercised in full, subject to proportional adjustment pursuant to the
      Underwriting Agreement if the underwriters’ over-allotment is exercised in part,
      but not in full, prior to its expiration as specified in a notice pursuant
      to
      Section 3(h)) is attributable to deferred underwriting commissions that will
      become payable by the Company to the underwriters upon the consummation of
      an
      initial business combination (“Deferred Fee”); and

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, the parties hereto agree as follows:

     

    1.
 
      Agreements
      and Covenants of Trustee
      . The
      Trustee hereby agrees and covenants to:

     

    (a)
         Hold the Property in trust for the Beneficiaries in accordance with
      the terms of this Agreement, in segregated trust accounts (“Trust Account”)
      established by the Trustee with JPMorgan Chase, N.A.;

      

    (b)
         Manage, supervise and administer the Trust Account subject to the
      terms and conditions set forth herein;

     

    (c)
         In
      a
      timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security” within
      the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having
      a
      maturity of 180 days or less, or in money market funds meeting certain
      conditions under Rule 2a-7 promulgated under the Investment Company Act of
      1940,
      that only invest in government securities having a maturity of 180 days or
      less;

    


    (d)
         Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the “Property,” as such term is
      used herein;

     

    (e)   
      Promptly notify the Company and Citi of all communications received by it with
      respect to any Property requiring action by the Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f)
         Supply any necessary information or documents as may be requested
      by the Company in connection with the Company’s preparation of the tax returns
      for the Trust Account or the Company;

     

    (g)
         Participate in any plan or proceeding for protecting or enforcing
      any right or interest arising from the Property if, as and when instructed
      by
      the Company and/or Citi to do so;

     

    (h)
         Render to the Company and to Citi, and to such other person as the
      Company may instruct, monthly written statements of the activities of and
      amounts in the Trust Account reflecting all receipts and disbursements of the
      Trust Account; 

     

    (i)
         Commence liquidation of the Trust Account only upon receipt of the
      Officers Certificate signed by any President and any Chief Financial Officer
      of
      the Company in accordance with the terms of a letter (“Termination Letter”), in
      a form substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B
      , signed
      on behalf of the Company by either of its Presidents and either of its Chief
      Financial Officers, and complete the liquidation of the Trust Account and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein , as part of the Company’s
      plan of dissolution and liquidation approved by the Company’s stockholders;
provided,
      however,
      that the
      Trustee shall (1) from time to time as may be necessary, timely pay any taxes
      incurred as a result of interest or other income earned on the Property held
      in
      the Trust Account (or to reimburse the Company for previous payments thereof),
      upon receipt and in accordance with the terms of a letter in form substantially
      similar to that attached hereto as Exhibit C (a “Tax Disbursement Letter”),
      signed on behalf of the Company by a duly authorized executive officer of the
      Company and copied to Authorized Counsel, requesting Trustee distribute such
      funds to the person or persons indicated on the Schedule of Tax Payments
      attached to the Tax Disbursement Letter, and (2) from time to time, only upon
      receipt and in accordance with the terms of a letter in form substantially
      similar to that attached hereto as Exhibit D (a “Disbursement Letter”), signed
      on behalf of the Company by a duly authorized executive officer of the Company
      and copied to Authorized Counsel, distribute to the Company such amount as
      may
      be requested by the Company for working capital requirements as directed in
      the
      Disbursement Letter and the other documents referred to therein, provided,
      however, that the aggregate amount distributed by the Trustee to the Company
      pursuant to this Section 1(i)(2) may not exceed the lesser of (y) the aggregate
      amount of interest and any other income actually received or paid on amounts
      in
      the Trust Account less an amount equal to estimated taxes that are or will
      be
      due on such income at an assumed rate of 40% and (z) $1,750,000, subject to
      proportional adjustment in the event that the underwriters’ over allotment
      option is exercised in full or in part, up to a maximum of $2,000,000. In
      addition, if as of the date of a Termination Letter in form substantially
      similar to that attached hereto as Exhibit B, should the Company have received
      the full amount of its disbursements pursuant to the preceding sentence, and
      should such funds be insufficient to cover the Company’s costs and expenses
      incurred in connection with the adoption and implementation of its plan of
      dissolution and its liquidation, to the extent there is any interest accrued
      in
      the Trust Account not required to be used to pay income taxes on interest income
      earned on the Trust Account balance, the Company may request in the Termination
      Letter that the Trustee release to it an additional amount of up to $50,000
      of
      such accrued interest to pay costs and expenses incurred in connection with
      its
      dissolution and liquidation. For purposes of this Agreement, “Authorized
      Counsel” shall mean, at any date, the attorney retained and authorized by the
      Company to perform such functions. The Trustee understands and agrees that,
      except as provided in Section 3(i) and Section 2 hereof, disbursements from
      the
      Trust Account shall be made only pursuant to a duly executed Termination Letter,
      together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the stockholder vote in favor of the Business Combination (as
      hereinafter defined). In all cases, the Trustee shall provide Citi with a copy
      of any Termination Letters, Officers Certificates and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. As used in this Agreement, the
      term “Business Combination” means the acquisition by the Company, through a
      merger, capital stock exchange, asset acquisition, stock purchase,
      reorganization or similar business combination, of one or more businesses or
      assets in the general industrial sectors; and

    


    (j) Not
      seek
      reimbursement or otherwise make any claim against the Trust Account. The Trustee
      acknowledges and agrees it has no right, title, interest, or claim of any kind
      in or to any monies in the Trust Account, and hereby waives any claim in or
      to
      any monies in the Trust Account it may have in the future and hereby agrees
      not
      to seek recourse, reimbursement, payment or satisfaction for any claim against
      the Trust Account for any reason whatsoever.

    


    2.
 
      Limited
      Distributions of Income on Property.

     

    (a)
         If there is any income tax obligation relating to the income from
      the Property in the Trust Account, then, at the written instruction of the
      Company, the Trustee shall disburse to the Company or the Internal Revenue
      Service by wire transfer or check (as directed by the Company in its instruction
      letter), out of the Property in the Trust Account, the amount indicated by
      the
      Company as required to pay income taxes.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
         Upon written request from the Company containing certification that
      such distribution pursuant to this Section 2(b) shall only be used to fund
      the
      working capital requirements of the Company and the costs related to
      identifying, researching and acquiring a prospective target businesses, in
      each
      case as described in the prospectus that forms a part of the Registration
      Statement, the Trustee shall distribute to the Company an aggregate amount
      that
      may not exceed the lesser of (y) the aggregate amount of interest and any other
      income actually received or paid on amounts in the Trust Account less an amount
      equal to estimated taxes that are or will be due on such income at an assumed
      rate of 40% and (z) $1,750,000, subject to proportional adjustment in the event
      that the underwriters’ over allotment option is exercised in full or in part, up
      to a maximum of $2,000,000.

     

    (c)    
      Upon receipt by the Trustee of a written instruction from the Company for
      distributions from the Trust Account in connection with a plan of dissolution
      and distribution, accompanied by an Officers Certificate signed by the Chief
      Executive Officer or any President and any Chief Financial Officer of the
      Company certifying as true, accurate and complete (i) a statement of the amount
      of actual expenses incurred or, where known with reasonable certainty,
      imminently to be incurred by the Company in connection with its dissolution
      and
      distribution, including any fees and expenses incurred or imminently to be
      incurred by the Company in connection with seeking stockholder approval of
      the
      Company’s plan of dissolution and distribution, (ii) any amounts due to pay
      creditors or required to reserve for payment to creditors, and (iii) the sum
      of
      (i) and (ii), the Trustee shall distribute to the Company an amount, as directed
      by the Company in the instruction letter, up to the sum of (i) and (ii) as
      indicated in the instruction letter.

    


    (d)   Except
      as provided in this Section 2, no other distributions from the Trust Account
      shall be permitted except in accordance with Sections 1(i) and 3(i)
      hereof.

     

    3.
 
      Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)
         To provide all instructions to the Trustee hereunder in writing,
      signed by the Company’s Chief Executive Officer or any President and any Chief
      Financial Officer. In addition, except with respect to its duties under
      paragraph 1(i) and 3(i), the Trustee shall be entitled to rely on, and shall
      be
      protected in relying on, any verbal or telephonic advice or instruction which
      it
      in good faith believes to be given by any one of the persons authorized above
      to
      give written instructions, provided that the Company and/or Citi shall promptly
      confirm such instructions in writing;

     

    (b)
         To hold the Trustee harmless and indemnify the Trustee from and
      against any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any action,
      suit or other proceeding brought against the Trustee involving any claim, or
      in
      connection with any claim or demand which in any way arises out of or relates
      to
      this Agreement, the services of the Trustee hereunder, or the Property or any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the “Indemnified
      Claim”). The Company shall have the right to conduct and manage the defense
      against such Indemnified Claim, provided that the Company shall obtain the
      consent of the Trustee with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Company may not agree to
      settle any Indemnified Claim without the prior written consent of the Trustee.
      The Trustee may participate in such action with its own counsel at its own
      expense;

     

    (c)
         Pay the Trustee an initial acceptance fee, an annual fee and a
      transaction processing fee for each disbursement made pursuant to Sections
      2(a)
      and 2(b) as set forth on Schedule
      A
      hereto,
      which fees shall be subject to modification by the parties from time to time.
      It
      is expressly understood that the Property shall not be used to pay such fees
      and
      further agreed that said transaction processing fees shall be deducted by the
      Trustee from the disbursements made to the Company pursuant to Section 2(b).
      The
      Company shall pay the Trustee the initial acceptance fee and first year’s fee at
      the consummation of the IPO and thereafter on the anniversary of the Effective
      Date. The Trustee shall refund to the Company the annual fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as set forth in this Section 3(c) and as may be provided in Section
      3(b)
      hereof (it being expressly understood that the Property shall not be used to
      make any payments to the Trustee under such Sections);

     

    (d)
         That, in the event the Company consummates a Business Combination
      and the Trust Account is liquidated in accordance with Section 1(i) hereof,
      the
      Trustee or another independent party designated by Citi shall act as the
      inspector of election to certify the results of the stockholder
      vote;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e)
         That the Officers Certificate referenced in Section 1(i) hereof
      shall require the Company’s Chief Executive Officer or any President, together
      with any Chief Financial Officer of the Company to each certify the following:
      (1) prior to the Termination Date, the Company has entered into a Business
      Combination with a target business, the terms of which are consistent with
      the
      requirements set forth in the Registration Statement and (2) the Board of
      Directors (the “Board”), pursuant to the written consent of the Board, has
      approved the Business Combination. A copy of such consent and the definitive
      agreement relating to the Business Combination so approved shall be attached
      as
      exhibits to the Officers Certificate;

     

    (f)
      In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, to provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination;

     

    (g)
      In
      connection with any vote of the Company’s stockholders regarding a dissolution
      and liquidation, to provide to the Trustee an affidavit or certificate of a
      firm
      regularly engaged in the business of tabulating stockholder votes (which firm
      may be the Trustee) verifying the vote of the Company’s stockholders regarding
      such dissolution and liquidation;

     

    (h)
      Within five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, to provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Deferred Fee, which shall in no event be less than
      $4,062,500;

     

     (i)
      ( i
      )    Subject to the limitation and condition set forth in
      paragraph ( ii
      ) of
      this section 3(i), as soon as practicable after the date which is 24 months
      from
      the date of this Agreement (the “Termination Date”), instruct the Trustee to
      commence liquidation of the Trust Account as part of the Company’s plan of
      dissolution and liquidation approved by the Company’s stockholders. The Trustee,
      upon receiving written instruction from the Company and Citi, shall deliver
      a
      notice to Public Stockholders of record as of the Termination Date by U.S.
      mail
      or via the Depository Trust Company (“DTC”), within five days of receiving
      instructions from the Company to do so, notifying the Public Stockholders of
      such event. The Trustee shall deliver to each Public Stockholder its ratable
      share of the Property against satisfactory evidence of delivery of the stock
      certificates by the Public Stockholders to the Company through DTC, its Deposit
      Withdraw Agent Commission (DWAC) system or as otherwise presented to the
      Trustee.

     

    (
      ii
      )   Paragraph ( i
      ) of
      this Section 3(i) shall be subject to the following condition and
      limitation:

     

    On
      the
      date on which the Trustee is to begin delivery to each Public Stockholder of
      its
      ratable share of the Property, the Company shall provide written instructions
      to
      the Trustee to deliver the Property according to the following schedule:
First,
      to each
      Public Stockholder an amount equal to $9.78 for each share represented by
      certificates delivered by such Public Stockholder to the Company or the Trustee
      as prescribed in Paragraph ( i
      ) of
      Section 3(i) of this Agreement, and Second,
      to
      deliver to each Public Stockholder the remainder, if any, of its ratable share
      of the Property.

    


    4.
 
      Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)
         Take any action with respect to the Property, other than as
      directed in Sections 1 and 2 hereof and the Trustee shall have no liability
      to
      any party except for liability arising out of its own gross negligence or
      willful misconduct;

     

    (b)
         Institute any proceeding for the collection of any principal and
      income arising from, or institute, appear in or defend any proceeding of any
      kind with respect to, any of the Property unless and until it shall have
      received written instructions from the Company given as provided herein to
      do so
      and the Company shall have advanced or guaranteed to it funds sufficient to
      pay
      any expenses incident thereto;

     

    (c)
         Change the investment of any Property, other than in compliance
      with Section 1(c);

     

    (d)
         Refund any depreciation in principal of any Property;

     

    (e)
         Assume that the authority of any person designated by the Company
      to give instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company shall have delivered a written
      revocation of such authority to the Trustee;

     

    (f)
         The other parties hereto or to anyone else for any action taken or
      omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and in the exercise of its own best judgment, except for its gross
      negligence or willful misconduct. The Trustee 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 Trustee), 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
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee shall not be bound by any notice or
      demand, or any waiver, modification, termination or rescission of this agreement
      or any of the terms hereof, unless evidenced by a written instrument delivered
      to the Trustee signed by the proper party or parties and, if the duties or
      rights of the Trustee are affected, unless it shall give its prior written
      consent thereto;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

      

    (g)
         Verify the correctness of the information set forth in the
      Registration Statement or to confirm or assure that any acquisition made by
      the
      Company or any other action taken by it is as contemplated by the Registration
      Statement; and

     

    (h)
         Pay any taxes on behalf of the Trust Account (it being expressly
      understood that the Trustee’s sole obligation with respect to taxes shall be to
      issue the checks with respect thereto provided for by Section 2(a)
      hereof).

    


    5.
 
      Certain
      Rights Of Trustee.

     

    (a)
         Before the Trustee acts or refrains from acting, it may require an
      Officers Certificate or opinion of Company counsel or both. The Trustee shall
      not be liable for any action it takes or omits to take in good faith in reliance
      on such Officers Certificate or opinion of counsel.

     

    (b)
         The Trustee may act through its attorneys and agents and shall not
      be responsible for the misconduct or negligence of any agent appointed with
      due
      care.

     

    (c)
         The Trustee shall not be responsible for and makes no
      representation as to the validity or adequacy of this Agreement. The Trustee
      shall not be accountable for the Company’s use of the proceeds from the Trust
      Account. Notwithstanding the effective date of this Agreement or anything to
      the
      contrary contained in this Agreement, the Trustee shall have no liability or
      responsibility for any act or event relating to this Agreement or the
      transactions related thereto which occurs prior to the date of this Agreement,
      and shall have no contractual obligations to the Beneficiaries until the date
      of
      this Agreement.

     

    6.
 
      Termination.
      This
      Agreement shall terminate as follows:

     

    (a)
         If the Trustee gives written notice to the Company that it desires
      to resign under this Agreement, the Company shall use its reasonable efforts
      to
      locate a successor trustee during which time the Trustee shall continue to
      act
      in accordance with the terms of this Agreement. At such time as the Company
      notifies the Trustee that a successor trustee has been appointed by the Company
      and has agreed to become subject to the terms of this Agreement, the Trustee
      shall transfer the management of the Trust Account to the successor trustee,
      including, but not limited to, the transfer of copies of the reports and
      statements relating to the Trust Account, whereupon this Agreement shall
      terminate; provided, however, in the event the Company does not locate a
      successor trustee within ninety (90) days of receipt of the resignation notice
      from the Trustee, the Trustee may, but shall not be obligated to, submit an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit;

      

    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(i) hereof, and
      distributed the Property in accordance with the provisions of the Termination
      Letter, this Agreement shall terminate except with respect to Section 3(b);
      or

     

    (c)
         At such time that the Trustee has completed the liquidation of the
      Trust Account and distributed the Property in accordance with Sections 1(i)
      and
      3(i) hereof, this Agreement shall terminate except with respect to Section
      3(b).

     

    7.
 
      Miscellaneous.

     

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      follow the security procedures set forth below with respect to funds transferred
      from the Trust Account. Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit
      E.
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided it has accurately transmitted the numbers
      provided.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Delaware, without giving effect to
      conflict of laws. It may be executed in several counterparts, each one of which
      shall constitute an original, and together shall constitute but one instrument.
      Facsimile signatures shall constitute original signatures for all purposes
      of
      this Agreement.

     

    (c)
         This Agreement contains the entire agreement and understanding of
      the parties hereto with respect to the subject matter hereof. This Agreement
      or
      any provision hereof may only be changed, amended or modified by a writing
      signed by each of the parties hereto; provided, however, that no such change,
      amendment or modification may be made without the prior written consent of
      Citi,
      who, along with each other Underwriter, the parties specifically
      agree, is and shall be a third party beneficiary for purposes of this
      Agreement; and provided further, any amendment to Section 3(i) shall require
      the
      consent of all of the Public Stockholders. As to any claim, cross-claim or
      counterclaim in any way relating to this Agreement, each party waives the right
      to trial by jury.   

     

    


    (d)
         The parties hereto consent to the jurisdiction and venue of any
      state or federal court located in the State and County of New York for purposes
      of resolving any disputes hereunder. The parties hereto irrevocably submit
      to
      such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
      any
      objection to such exclusive jurisdiction and accept such venue, and waive any
      objection that such courts represent an inconvenient forum.

     

    (e)
         Any notice, consent or request to be given in connection with any
      of the terms or provisions of this Agreement shall be in writing and shall
      be
      sent by express mail or similar private courier service, by certified mail
      (return receipt requested), by hand delivery or by facsimile
      transmission:

     

    if
      to the
      Trustee, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane, Plaza Level

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

    Fax
      No.:
      (718) 331-1852

     

    if
      to the
      Company, to:

     

    Lank
      Acquisition Corp.

    10
      Glenville Street

    Greenwich,
      CT 06831

    Attn:
      Mark C. Davis

    Fax
      No.:
      [ ]

     

    in
      either
      case with a copy to:

     

    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

    Fax
      No.:
      (212) 370-7889

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    and

     

    Bingham
      McCutchen LLP

    399
      Park
      Avenue

    New
      York,
      NY 10022

    Attn:
      Ann
      Chamberlain

    Fax
      No.:
      (212) 752-5378

    


    (f)
         This Agreement may not be assigned by the Trustee without the prior
      written consent of the Company and Citi.

     

    (g)
         Each of the Trustee and the Company hereby represents that it has
      the full right and power and has been duly authorized to enter into this
      Agreement and to perform its respective obligations as contemplated hereunder.
      The Trustee acknowledges and agrees that it shall not make any claims or proceed
      against the Trust Account, including by way of set-off, and shall not be
      entitled to any funds in the Trust Account under any circumstance.

    


    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

     

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY, as Trustee

     

    


    By:
      ______________________________________

    Name:
       

    Title:
         

     

    


    LANK
      ACQUISITION CORP.

    


     

    By:
      ______________________________________
      

    Name:
      Mark C. Davis

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

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Lank
      Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
      (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), this is to advise
      you that the Company has entered into an agreement (“Business Agreement”) with
      __________________ (“Target Business”) to consummate a business combination with
      Target Business (“Business Combination”) on or about [_______]. The Company
      shall notify you at least 48 hours in advance of the actual date of the
      consummation of the Business Combination (“Consummation Date”). Capitalized
      words used herein and not otherwise defined shall have the meanings ascribed
      to
      them in the Trust Agreement.

     

    In
      accordance with paragraph B of Article 6 of the Amended and Restated Certificate
      of Incorporation of the Company, the Business Combination has been approved
      by
      the stockholders of the Company and by the Public Stockholders holding a
      majority of the IPO Shares cast at the meeting relating to the Business
      Combination, and Public Stockholders holding less than 30% of the IPO Shares
      have voted against the Business Combination and given notice of exercise of
      their redemption rights described in paragraph C of Article 6 of the Amended
      and
      Restated Certificate of Incorporation of the Company. Pursuant to Section 2(c)
      of the Trust Agreement, we are providing you with [an affidavit] [a certificate
      ] of __________, which verifies the vote of the Company’s stockholders in
      connection with the Business Combination. In accordance with the terms of the
      Trust Agreement, we hereby authorize you to commence liquidation of the Trust
      Account to the effect that, on the Consummation Date, all of funds held in
      the
      Trust Account will be immediately available for transfer to the account or
      accounts that the Company shall direct in writing on the Consummation
      Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated or will,
      concurrently with your transfer of funds to the accounts as directed by the
      Company, be consummated, (ii) the Company shall deliver to you written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”) and (iii) Citi shall deliver to you written instructions
      for delivery of the deferred discount. You are hereby directed and authorized
      to
      transfer the funds held in the Trust Account immediately upon your receipt
      of
      the counsel’s letter and the Instruction Letter, (a) to holders of IPO Shares
      who voted against the Business Combination and exercised their conversion rights
      in connection therewith, in an amount equal to their pro rata share of the
      amounts in the Trust Account as of two business days prior to the Consummation
      Date (including the deferred discount and any income actually received on the
      Trust Account balance and held in the Trust Account, but less an amount equal
      to
      the estimated taxes that are or will be due on such income at an assumed rate
      of
      40%); (b) to Citi in an amount equal to the deferred discount as so directed
      by
      them, and (c) the remainder in accordance with the terms of the Instruction
      Letter. In the event certain deposits held in the Trust Account may not be
      liquidated by the Consummation Date without penalty, you will notify the Company
      of the same and the Company shall direct you as to whether such funds should
      remain in the Trust Account and be distributed after the Consummation Date
      to
      the Company or be distributed immediately and the penalty incurred. Upon the
      distribution of all the funds in the Trust Account pursuant to the terms hereof,
      the Trust Agreement shall be terminated.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    In
      the
      event the Business Combination is not consummated on the Consummation Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

    


    


    LANK
      ACQUISITION CORP.

    


    


     

    By:
      ______________________________________
      

    Name:
      Mark C. Davis

    Title:
      co-President and co-Chief Financial Officer

     

    cc:
      Citigroup Global Markets Inc.    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraphs 1(i) and 2(e) of the Investment Management Trust Agreement between
      Lank Acquisition Corp. (“Company”) and American Stock Transfer & Trust
      Company (“Trustee”), dated as of _____________, 2008 (“Trust Agreement”), this
      is to advise you that the Board of Directors of the Company and the
      stockholders of the Company have voted to dissolve the Company and
      liquidate the Trust Account (as defined in the Trust Agreement). Attached hereto
      is a copy of the minutes of the meeting of the Board of Directors of the Company
      relating thereto, certified by any co-President or the Secretary of the Company
      as true and correct and in full force and effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you:
      (i)
      to the extent there is any interest accrued in the Trust Account not required
      to
      be used to pay income taxes on interest income earned on the Trust Account
      balance in accordance with the Tax Disbursement Letter included herewith, which
      provides a full account of Tax Payments (as defined therein) made by the Company
      through the date of this letter but not yet reimbursed by distributions from
      the
      Trust, release to us an amount of $__________ (which amount shall not exceed
      $50,000) to pay costs and expenses incurred in connection with its dissolution
      and liquidation and (ii) to commence liquidation of the Trust Account as part
      of
      the Company’s plan of dissolution and liquidation. In connection with this
      liquidation, you are hereby authorized to establish a record date for the
      purposes of determining the stockholders of record entitled to receive their
      per
      share portion of the Trust Account. The record date shall be within ten (10)
      days of the liquidation date, or as soon thereafter as is practicable. You
      will
      notify the Company in writing as to when all of the funds in the Trust
      Account will be available for immediate transfer (“Transfer Date”) in accordance
      with the terms of the Trust Agreement and Amended and Restated Certificate
      of
      Incorporation of the Company. You shall commence distribution of such funds
      in
      accordance with the terms of the Trust Agreement and the Amended and Restated
      Certificate of Incorporation of the Company and you shall oversee the
      distribution of such funds. Upon the payment of all the funds in the Trust
      Account, the Trust Agreement shall be terminated.

    


    


    LANK
      ACQUISITION CORP.

    


     

    By:
      ______________________________________
      

    Name:
      Mark C. Davis

    Title:
      co-President and co-Chief Financial Officer

    


    cc:
      Citigroup Global Markets Inc.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      C

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Tax Disbursement Letter

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to the Investment Management Trust Agreement between Lank Acquisition Corp.
      (“Company”) and American Stock Transfer & Trust Company dated as of [ ]
      (“Trust Agreement”), this is to advise you that the Trust Account, as defined in
      the Trust Agreement, has incurred a total of $ ____________ in taxes (“Tax
      Payments”) for the period from _______ to ________ (“Tax Period”) as a result of
      interest and other income earned on the Property, as defined in the Trust
      Agreement, during the Tax Period.

    


    [The
      Company has previously paid a total of $ ___________ of such Tax Payments with
      respect to such Tax Period (“Previously Paid Tax Payments”).] In accordance with
      the terms of the Trust Agreement, we hereby authorize you to distribute from
      the
      Trust Account proceeds from the Property equal to the aggregate Tax Payments
      on
      such dates, in such amounts and to such person or persons [, including the
      Company for reimbursement of Previously Paid Tax Payments,] as indicated on
      the
      Schedule of Tax Payments attached hereto as Schedule 1.

    


    


    


    LANK
      ACQUISITION CORP.

    


     

    By:
      ______________________________________
      

    Name:
      Mark C. Davis

    Title:
      co-President and co-Chief Financial Officer

     

    


    


    


    cc:
      Citigroup Global Markets Inc.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      D 

    [Letterhead
      of Company] 

    [Insert
      date] 

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    Attn:
      [ ]
      

    Re:
      Trust
      Account No. [ ] Disbursement Letter 

    Ladies
      and Gentlemen: 

    Pursuant
      to the Investment Management Trust Agreement between Lank Acquisition Corp.
      (the
“Company”)
      and
      American Stock Transfer & Trust Company dated as of [ , 2008] (the
“Trust
      Agreement”),
      we
      hereby authorize you to disburse from the Trust Account proceeds from the
      Property, as defined in the Trust Agreement, equal to $[ ], to [ ] via wire
      transfer on , 200 .
      

    


    


    LANK
      ACQUISITION CORP.

    


     

    By:
      ______________________________________
      

    Name:
      Mark C. Davis

    Title:
      co-President and co-Chief Financial Officer

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      E

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
               

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Company:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Lank
                Acquisition Corp.

              10
                Glenville Street

              Greenwich,
                CT 06831

              Attn:
                Mark C. Davis, co-President

            	
               

            	
               

               

              [     ]    

            
	
               

            	
               

            	
               

            
	
              Citi: 

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Citigroup
                Global Markets Inc.

              388
                Greenwich Street

              New
                York, NY 10013

              Attn:
                [     ] 

            	
               

            	
              [    
                ]

            
	
               

            	
               

            	
               

            
	
              Trustee:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              American
                Stock Transfer

              &
                Trust Company

              59
                Maiden Lane

              Plaza
                Level

              New
                York, New York 10038

              Attn:
                Herb Lemmer, Vice President

            	
               

            	
               (718)
                921-8209

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      Lank Acquisition Corp. and 

    American
      Stock Transfer & Trust Company

     

    


    
      	
              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 effective date of the IPO by wire transfer or
                check

            	
              $3,000

            
	
              Transaction
                processing fee for disbursements to Company under Sections 2(a) and
                2(b)

            	
              Deduction
                by Trustee from disbursement made to Company under Section
                2(b)

            	
              $250

            


    

    


     

    Agreed:

    Dated:
      [___], 2008

    Lank
      Acquisition Corp. 

    


    By:_______________________________

    Mark
      C.
      Davis

    co-President

    


    


    American
      Stock Transfer & Trust Co.

    


    


    By:
      _______________________________

    Authorized
      Officer