Unassociated Document


    

      EXHIBIT
        10.10

      


      LANK
        ACQUISITION CORP.

      10
        Glenville Street

      Greenwich,
        CT 06831

      


       

      November
        15, 2007

      


      Lank
        Acquisition, LLC

      10
        Glenville Street

      Greenwich,
        CT 06831

      


      


      RE: Securities
        Subscription Agreement

      


      To
        whom
        it may concern:

      


      We
        are
        pleased to accept the offer you (the “Subscriber”) have made to purchase
        3,578,125 shares (the “Shares”) of common stock, $0.0001 par value per share
        (the “Common Stock”), up to 468,750 which are subject to complete or partial
        forfeiture (the “Forfeiture”) by you if the underwriters’ of the initial public
        offering of Lank Acquisition Corp., a Delaware corporation (the “Company”) do
        not fully exercise their over-allotment option. 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 $25,000.00 (the “Purchase Price”), which the Company
        acknowledges receiving in cash, and subject to the Forfeiture, 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
        Forfeiture and other 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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      2.6. Pro-rata
        Forfeiture.
        Subscriber hereby acknowledges and understands that 468,750 of the 3,593,750
        Shares being offered herein are subject to partial or complete forfeiture
        in the
        event that the underwriters’ over-allotment option is not exercised, either
        partially or fully, as set forth in section 3.4 herein.

      


      3. Forfeiture
        of Shares; Escrow of Shares.

      


      3.1. Failure
        to Consummate Business Combination.
        All of
        the Shares initially shall be subject to forfeiture to the Company in accordance
        with this Section 3. All of the Shares shall be forfeited to the Company
        in the
        event the Company does not consummate a Business Combination, as such term
        is
        defined in the Company’s registration statement on Form S-1 under the Securities
        Act (the “Registration Statement”), with respect the Company’s initial public
        offering (the “IPO”) of its securities, after 24 months from the consummation of
        the IPO. 

      


      3.2. Termination
        of Rights as Stockholder.
        If the
        Shares are forfeited in accordance with this Section 3, then after such time
        the
        Subscriber (or successor in interest) shall no longer have any rights as
        a
        holder of such Shares, and the Company shall take such action as is appropriate
        to cancel such Shares. In addition, the Subscriber hereby irrevocably grants
        the
        Company a limited power of attorney for the purpose of effectuating the
        foregoing.

      


      3.3. Escrow.
        Upon
        consummation of the IPO, 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.

      


      3.4. Pro-Rata
        Forfeiture. If
        the
        underwriters of the IPO fail to exercise any portion or all of the
        over-allotment option granted to them within 30-days of the effective date
        of
        the Company’s Registration Statement, then Subscriber shall automatically
        forfeit to the Company, at no cost, the number of Shares held by Subscriber
        determined by multiplying the number of Shares held by the individual by
        a
        fraction (i) the numerator of which is 468,750 minus the number of Shares
        purchased by the underwriter upon the exercise of their over-allotment and
        (ii)
        the denominator of which is 468,750. 

      


      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.


      
        
          
          

        

        
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      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.”

      


      “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.


      
        
          
          

        

        
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      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.

      


      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.


      
        
          
          

        

        
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      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.

       

      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

      


      LANK
        ACQUISITION, LLC

      


      


      By: 
        /s/ Mark Davis

      
        
          

        

      

      Name:
        Mark Davis

      Its:
        co-Manager


      
        
          
          

        

        
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