Liberty Lane Acquisition Corp. Sample Contracts

Liberty Lane Acquisition Corp. One Liberty Lane Hampton, New Hampshire 03842 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company. Certain capitalized terms used herein are defined in Section 1 hereof.

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Liberty Lane Acquisition Corp. One Liberty Lane Hampton, New Hampshire 03842 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company. Certain capitalized terms used herein are defined in Section 1 hereof.

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Liberty Lane Acquisition Corp. One Liberty Lane Hampton, New Hampshire 03842 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company. Certain capitalized terms used herein are defined in Section 1 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and the persons listed in Schedule I hereto (each, an “Investor” and, collectively, the “Investors”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 7th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2008 between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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Liberty Lane Acquisition Corp. One Liberty Lane Hampton, New Hampshire 03842 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks

This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company. Certain capitalized terms used herein are defined in Section 1 hereof.

Sample 1
Liberty Lane Acquisition Corp. One Liberty Lane Hampton, New Hampshire 03842 Liberty Lane Funding LLC One Liberty Lane Hampton, New Hampshire 03842 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Initial Public Offering Ladies and...
Underwriting Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • New York

This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company. Certain capitalized terms used herein are defined in Section 1 hereof.

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FREEDOM TRAIL CORP. INITIAL SECURITIES SUBSCRIPTION AGREEMENT
Initial Securities Subscription Agreement • April 24th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • Delaware

THIS INITIAL SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14th day of March, 2008, by and between Freedom Trail Corp., a Delaware corporation (the “Company”), and Liberty Lane Funding LLC, a Delaware limited liability company (“Purchaser”).

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FREEDOM TRAIL CORP. WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • April 24th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • Delaware

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14th day of March, 2008, by and between Freedom Trail Corp., a Delaware corporation (the “Company”), and Liberty Lane Funding LLC, a Delaware limited liability company (“Purchaser”).

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LIBERTY LANE ACQUISITION CORP. One Liberty Lane Hampton, NH 03842 May [ ], 2008
Service Agreement • May 12th, 2008 • Liberty Lane Acquisition Corp. • Blank checks

This letter will confirm our agreement (the “Agreement”) between Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), and Liberty Lane Partners LLC, a Delaware limited liability company, in connection with the services to be provided by Liberty Lane Partners LLC and certain of its affiliates, not to include the Company (the “Service Provider”). For the Initial Term of this Agreement (as defined below) and for such terms as this Agreement may be renewed, the Service Provider shall:

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WARRANT AGREEMENT
Warrant Agreement • May 16th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”) is made as of the [___] day of [ ], 2008 between Liberty Lane Acquisition Corp., a Delaware corporation, with offices at One Liberty Lane, Hampton, New Hampshire 03842 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (the “Warrant Agent”).

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Liberty Lane Acquisition Corp. Units Underwriting Agreement
Underwriting Agreement • May 20th, 2008 • Liberty Lane Acquisition Corp. • Blank checks • New York

Liberty Lane Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 35,000,000 units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and one half of one warrant to purchase Common Stock (collectively, the “Warrants”). The Company also proposes to sell, at the election of the Underwriter, up to 5,250,000 additional units (the “Optional Units”) of the Company (the Firm Units and the Optional Units that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Units,” and the Units, the shares of Common Stock and the Warrants included in the Units and the shares of Common Stock issuable upon the exercise of the Warrants are herein collectively referred to as the “Securities”). The terms of the Warrants are p

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