Unassociated Document


    


    


    LANK
      ACQUISITION CORP.

    10
      Glenville Street

    Greenwich,
      CT 06831

    


    


    


    November
      15, 2007

    


     

    Mr.
      Reuben Gutoff

    110
      East
      71st
      Street

    New
      York,
      New York 10021

     

    


    


    


    RE: Securities
      Subscription Agreement

    


    To
      whom
      it may concern:

    


    We
      are
      pleased to accept the offer you (the “Subscriber”) have made to purchase 15,625
      shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common
      Stock”) of Lank Acquisition Corp., a Delaware corporation (the “Company”). The
      terms on which the Company is willing to sell the Shares to the Subscriber,
      and
      the Company and the Subscriber’s agreements regarding such Shares, are as
      follows:

    


    1.
       Purchase
      of Shares.
      For the
      aggregate sum of $125.00 (the “Purchase Price”), which the Company acknowledges
      receiving in cash, the Company hereby sells and issues the Shares to the
      Subscriber, and the Subscriber hereby purchases the Shares from the Company,
      on
      the terms and subject to the conditions set forth in this Agreement.
      Concurrently with the Subscriber’s execution of this Agreement, the Company is
      delivering to the Subscriber a certificate registered in the Subscriber’s name
      representing the Shares, receipt of which the Subscriber hereby
      acknowledges.

    


    2. The
      Subscriber’s Representations, Warranties and Agreements.
      To
      induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
      represents and warrants to the Company on behalf of itself and on behalf of
      each
      of its members (if applicable), and agrees with the Company as
      follows:

    


    2.1. No
      Government Recommendation or Approval.
      The
      Subscriber understands that no United States federal or state agency or similar
      agency of any other country, has passed upon or made any recommendation or
      endorsement of the offering of the Shares.

    


    2.2. Experience,
      Financial Capability and Suitability.
      The
      Subscriber is sufficiently experienced in financial and business matters to
      be
      capable of evaluating the merits and risks of this investment and to make an
      informed decision relating thereto. The Subscriber is aware its investment
      in
      the Company is a speculative investment that has limited liquidity, because
      there may never be an established market for the Company’s securities. The
      Subscriber has the financial capability for making the investment and the
      investment is a suitable one for the Subscriber. The Subscriber can, without
      impairing its financial condition, hold the Shares for an indefinite period
      of
      time and can afford a complete loss of the investment. The Subscriber
      acknowledges that the Company has urged the Subscriber to seek independent
      advice from professional advisors relating to the suitability of an investment
      in the Company and in connection with this Agreement, and that the Subscriber
      has sought and received such independent professional advice with respect to
      such investment and this Agreement or, after careful consideration, the
      Subscriber has determined to waive its right to seek and/or receive such
      independent professional advice.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.3. Access
      to Information.
      Prior
      to the execution of this Agreement, the Subscriber has had the opportunity
      to
      ask questions of and receive answers from representatives of the Company
      concerning an investment in the Company, as well as the finances, operations,
      business and prospects of the Company, and the opportunity to obtain additional
      information to verify the accuracy of all information so obtained.

    


    2.4. Regulation
      D Offering.
      Subscriber represents that it is an “accredited investor” as such term is
      defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
      amended (the “Securities Act”) and acknowledges the sale contemplated hereby is
      being made in reliance on a private placement exemption to “accredited
      investors” within the meaning of Section 501(a) of Regulation D under the
      Securities Act or similar exemptions under state law; and, accordingly, such
      securities will be “restricted securities” within the meaning of Rule 144(a)(3)
      under the Securities Act, and therefore may not be offered, pledged or sold
      by
      him, directly or indirectly, in the United States without registration under
      United States federal and state securities laws and Subscriber understands
      the
      certificates representing such securities will contain a legend in respect
      of
      such restrictions.

     

    2.5.  Restrictions
      on Transfer.
      Subscriber acknowledges and understands the Shares
      are being offered in a transaction not involving a public offering within the
      meaning of the Securities Act. The Shares have not been registered under the
      Securities Act, and, if in the future the Subscriber decides to offer, resell,
      pledge or otherwise transfer the Shares, such Shares may be offered, resold,
      pledged or otherwise transferred only (A) pursuant to an effective registration
      statement filed under the Securities Act, (B) pursuant to an exemption from
      registration under Rule 144 promulgated under the Securities Act, if available,
      or (C) pursuant to any available other exemption from the registration
      requirements of the Securities Act, and in each case in accordance with any
      applicable securities laws of any state or any other jurisdiction. Subscriber
      agrees that if any transfer of its Shares or any interest therein is proposed
      to
      be made, as a condition precedent to any such transfer, Subscriber may be
      required to deliver to the Company an opinion of counsel satisfactory to the
      Company. Absent registration or an available exemption from registration, the
      Subscriber agrees that it will not resell the Shares. Subscriber explicitly
      understands and acknowledges that the Securities and Exchange Commission (the
      “SEC”) has taken the position the Subscriber would be considered a promoter
      under the Securities Act and that promoters or affiliates of a blank check
      company and their transferees, both before and after a business combination,
      would act as “underwriters” under the Securities Act when reselling the
      securities of that blank check company. Accordingly, Rule 144 promulgated under
      the Securities Act will not be available to the Subscriber for the resale of
      the
      Shares despite technical compliance with the requirements of Rule 144, in which
      event the resale transactions would need to be made through a registered
      offering.

    


    
      
         

      

      
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    3. Escrow
      of Shares.
      Upon
      consummation of the Company’s initial public offering (the “IPO”) of its
      securities pursuant to the Company’s registration statement on Form S-1 under
      the Securities Act (the “Registration Statement”), the Subscriber, and its
      designees, shall enter into a securities escrow agreement (the “Escrow
      Agreement”) with American Stock Transfer & Trust Company (the “Escrow
      Agent”), whereby the Shares (and any shares of Common Stock which may be issued
      as a dividend as a result of any stock split) shall be held in escrow and will
      not be released until one year after the consummation of the Company’s initial
      business combination, unless the Company were to engage in a transaction
      subsequent to such business combination that results in all of the Company’s
      stockholders of the combined entity having the right to exchange their shares
      of
      Common Stock for cash, securities or other property. As used herein, “Business
      Combination” shall mean an acquisition by the Company by merger, capital stock
      exchange, asset acquisition, stock purchase, reorganization or similar business
      combination of one or more operating businesses.

    


    4.
 
       Waiver
      of Liquidation Distributions; Conversion Rights.
      In
      connection with the Shares purchased pursuant to this Agreement and any other
      Company securities purchased on a private placement basis prior to or concurrent
      with the IPO, the Subscriber hereby waives any and all right, title, interest
      or
      claim of any kind in or to any distributions by the Company from the trust
      account established by the Company in connection with the IPO (the “Trust
      Account”), in the event of a liquidation of the Company upon the Company’s
      failure to timely complete a Business Combination. For purposes of clarity,
      in
      the event the Subscriber purchases shares of Common Stock in the IPO or in
      the
      aftermarket, any additional shares so purchased shall be eligible to receive
      any
      liquidating distributions by the Company. However, in no event will Subscriber
      have the right to redeem any Shares into funds held in the trust account with
      the Escrow Agent upon the successful completion of a Business
      Combination.

    


    5. Restrictions
      on Transfer.

    


    5.1  Securities
      Law Restrictions.
      In
      addition to the restrictions contained in the Escrow Agreement, Subscriber
      agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all
      or
      any part of the Shares unless, prior thereto (a) a registration statement on
      the
      appropriate form under the Securities Act and applicable state securities laws
      with respect to the Shares proposed to be transferred shall then be effective
      or
      (b) the Company shall have received an opinion from counsel reasonably
      satisfactory to the Company, that such registration is not required because
      such
      transaction complies with the Securities Act and the rules promulgated by the
      Securities and Exchange Commission thereunder and with all applicable state
      securities laws.

    


    5.2  Restrictive
      Legends.
      All
      certificates representing the Shares shall have endorsed thereon legends
      substantially as follows:

    


    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
      OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

    


    
      
         

      

      
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    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
      CONDITIONS CONTAINED IN A STOCK ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY NOT
      BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
      OF
      THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).”

    


    5.3. Additional
      Shares or Substituted Securities.
      In the
      event of the declaration of a stock dividend, the declaration of an
      extraordinary dividend payable in a form other than stock, a spin-off, a stock
      split, an adjustment in conversion ratio, a recapitalization or a similar
      transaction affecting the Company’s outstanding capital stock without receipt of
      consideration, any new, substituted or additional securities or other property
      which are by reason of such transaction distributed with respect to any Shares
      subject to this Section 5 or into which such Shares thereby become convertible
      shall immediately be subject to this Section 5 and Section 3.3. Appropriate
      adjustments to reflect the distribution of such securities or property shall
      be
      made to the number and/or class of Shares subject to this Section 5 and Section
      3.3.

    


    6. Other
      Agreements.

    


    6.1. Further
      Assurances.
      Subscriber agrees to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

    


    6.2 Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be addressed to the receiving party’s address set forth on the
      first page of this Agreement or to such other address as a party may designate
      by notice hereunder, and shall be either (a) delivered by hand, (b) sent by
      overnight courier, or (c) sent by certified mail, return receipt requested,
      postage prepaid. All notices, requests, consents and other communications
      hereunder shall be deemed to have been given either (i) if by hand, at the
      time
      of the delivery thereof to the receiving party at the address of such party
      set
      forth above, (ii) if sent by overnight courier, on the next business day
      following the day such notice is delivered to the courier service, or (iii)
      if
      sent by certified mail, on the fifth (5th)
      business day following the day such mailing is made.

    


    6.3. Entire
      Agreement.
      This
      Agreement, along with that certain letter agreement by and between the
      Subscriber and the Company, substantially in the form filed as an exhibit to
      the
      Registration Statement, embodies the entire agreement and understanding between
      the Subscriber and the Company with respect to the subject matter hereof and
      supersedes all prior oral or written agreements and understandings relating
      to
      the subject matter hereof. No statement, representation, warranty, covenant
      or
      agreement of any kind not expressly set forth in this Agreement shall affect,
      or
      be used to interpret, change or restrict, the express terms and provisions
      of
      this Agreement.

    


    
      
         

      

      
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    6.4. Modifications
      and Amendments.
      The
      terms and provisions of this Agreement may be modified or amended only by
      written agreement executed by all parties hereto.

    


    6.5. Waivers
      and Consents.
      The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      shall be deemed to be or shall constitute a waiver or consent with respect
      to
      any other terms or provisions of this Agreement, whether or not similar. Each
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent.

    


    6.6. Assignment.
      The
      rights and obligations under this Agreement may not be assigned by either party
      hereto without the prior written consent of the other party.

    


    6.7. Benefit.
      All
      statements, representations, warranties, covenants and agreements in this
      Agreement shall be binding on the parties hereto and shall inure to the benefit
      of the respective successors and permitted assigns of each party hereto. Nothing
      in this Agreement shall be construed to create any rights or obligations except
      among the parties hereto, and no person or entity shall be regarded as a
      third-party beneficiary of this Agreement.

    


    6.8. Governing
      Law.
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and governed by the law of State of New York,
      without giving effect to the conflict of law principles thereof.

    


    6.9. Severability.
      In the
      event that any court of competent jurisdiction shall determine that any
      provision, or any portion thereof, contained in this Agreement shall be
      unreasonable or unenforceable in any respect, then such provision shall be
      deemed limited to the extent that such court deems it reasonable and
      enforceable, and as so limited shall remain in full force and effect. In the
      event that such court shall deem any such provision, or portion thereof, wholly
      unenforceable, the remaining provisions of this Agreement shall nevertheless
      remain in full force and effect.

    


    6.10. No
      Waiver of Rights, Powers and Remedies.
      No
      failure or delay by a party hereto in exercising any right, power or remedy
      under this Agreement, and no course of dealing between the parties hereto,
      shall
      operate as a waiver of any such right, power or remedy of such party. No single
      or partial exercise of any right, power or remedy under this Agreement by a
      party hereto, nor any abandonment or discontinuance of steps to enforce any
      such
      right, power or remedy, shall preclude such party from any other or further
      exercise thereof or the exercise of any other right, power or remedy hereunder.
      The election of any remedy by a party hereto shall not constitute a waiver
      of
      the right of such party to pursue other available remedies. No notice to or
      demand on a party not expressly required under this Agreement shall entitle
      the
      party receiving such notice or demand to any other or further notice or demand
      in similar or other circumstances or constitute a waiver of the rights of the
      party giving such notice or demand to any other or further action in any
      circumstances without such notice or demand. 

    


    6.11. Survival
      of Representations and Warranties.
      All
      representations and warranties made by the parties hereto in this Agreement
      or
      in any other agreement, certificate or instrument provided for or contemplated
      hereby, shall survive the execution and delivery hereof and any investigations
      made by or on behalf of the parties.

     

    
      
         

      

      
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    6.12. No
      Broker or Finder.
      Each of
      the parties hereto represents and warrants to the other that no broker, finder
      or other financial consultant has acted on their behalf in connection with
      this
      Agreement or the transactions contemplated hereby in such a way as to create
      any
      liability on the other. Each of the parties hereto agrees to indemnify and
      save
      the other harmless from any claim or demand for commission or other compensation
      by any broker, finder, financial consultant or similar agent claiming to have
      been employed by or on behalf of such party and to bear the cost of legal
      expenses incurred in defending against any such claim.

    


    6.13. Headings
      and Captions.
      The
      headings and captions of the various subdivisions of this Agreement are for
      convenience of reference only and shall in no way modify or affect the meaning
      or construction of any of the terms or provisions hereof.

    


    6.14. Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
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    If
      any
      foregoing accurately sets forth our understanding and agreement, please sign
      the
      enclosed copy of this agreement and return it to us.

    


    Very
      truly yours,

    


    LANK
      ACQUISITION CORP.

    


    


    By:
      ____/s/
      Mark Davis________________

    Name:
      Mark Davis

    Title:
      Co-Chairman, Co-President and

    Co-
      Chief
      Financial Officer

    


    


    


    Accepted
      and agreed this 

    15th
      day
      of November, 2007

    


    


    


    /s/
      Reuben
      Gutoff                       


    Reuben
      Gutoff

    


    
      
         

      

      
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