0000950123-08-005807 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.

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.

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.

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.

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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