[          
      ], 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 11 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 it 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. 
      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 Trust Account and dissolution 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.

     

    3. The
      undersigned acknowledges and agrees the Company will not consummate any Business
      Combination involving a company or any person 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.

     

    
      
         

      

      
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    4. Neither
      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 its out of pocket expenses
      incurred in connection with seeking and consummation a Business
      Combination.

     

    5. The
      undersigned agrees that neither the undersigned, nor any Affiliate of the
      undersigned will be entitled to receive or accept, and the undersigned, on
      behalf of the undersigned and its Affiliates, hereby waives any rights to,
      a
      finder’s fee, cash payment or any other compensation payable by the Company in
      the event 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.

     

    6. (a) The
      undersigned will escrow its Insider Shares for the period commencing on the
      effective
      date of the prospectus (the “Effective
      Date”)
      of the
      registration statement relating to the IPO, file number 333-148001, and
      ending one year after 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. 

     

    (b) The
      undersigned will
      escrow its Insider Warrants for the period commencing on the Effective Date
      and
      ending thirty (30) days after the date of the Company’s initial Business
      Combination, 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. 

     

    7. The
      undersigned’s information furnished to the Company and the Representative 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 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; 

     

    
      
         

      

      
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    (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; 

    


    (g) The
      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
      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;

    


    (i) Upon
      execution thereof, the Registration Rights Agreement referred to in the
      Prospectus will be duly authorized, executed and delivered by the undersigned
      and will constitute 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;

    


    (j) The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement. 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; and

    


    
      
         

      

      
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    (k) The
      undersigned will not amend its limited liability operating agreement dated
      as of
      November 17, 2007 prior to the time its Insider Shares and Insider Warrants
      are
      released from escrow pursuant to the Securities Escrow Agreement entered into
      by
      and among the Company, American Stock Transfer & Trust Company and the
      Insiders. 

     

    8. 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.

     

    9. To
      the
      extent the Representative does not exercise its over-allotment option to
      purchase up to an additional 1,875,000 units of the Company, the undersigned
      agrees it shall return to the Company for cancellation, at no cost to the
      undersigned, a number of Insider Shares held by the undersigned determined
      by
      multiplying 468,750 by a fraction, (i) the numerator of which is 1,875,000
      minus
      the number of shares of Common Stock included as part of the Units purchased
      by
      the Representative upon exercise of its over-allotment option and (ii) the
      denominator of which is 1,875,000.

     

    10. 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.

     

    11. 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) “Insider
      Warrants”
shall
      mean all of the common stock purchase warrants purchased by the undersigned
      pursuant to the Private Placement; (vii) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO or purchased on the
      open market any time thereafter; (viii) “Private
      Placement”
shall
      mean the private placement of 2,750,000 warrants of the Company prior to the
      IPO; (ix) “Prospectus”
shall
      mean the prospectus contained in the registration statement relating to the
      IPO;
      (x) “Public
      Stockholders”
shall
      mean the holders of the securities issued by the Company in the IPO; and (xi)
      “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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    12. 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:
                Lank Acquisition, LLC

            
	 	 
	 	 
	 	 
	 	
              By:
                ___________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    
 

     

     

    
      
         

      

      
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