WARRANT AGREEMENT L&L ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2010Warrant Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2010, is by and between L&L Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT between L&L ACQUISITION CORP. and MORGAN JOSEPH LLC Dated: November [•], 2010Underwriting Agreement • November 2nd, 2010 • L&L Acquisition Corp. • Blank checks • New York
The undersigned, L&L Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph LLC (“Morgan Joseph LLC”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph LLC is acting as representative (Morgan Joseph LLC, in its capacity as representative, is referred to herein variously as “you,” or the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • L&L Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________ ___, 2010, is made and entered into by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L. Shermyen, LLM Structured Equity Fund L.P., a Delaware limited partnership and LLM Investors L.P., a Delaware limited partnership (each a “Sponsor” collectively, the “Sponsors”) and the undersigned parties listed under “Holder” on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsors, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT L&L ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2010Warrant Agreement • October 6th, 2010 • L&L Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2010, is by and between L&L Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks • Delaware
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this __ th day of , 2010 by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 265 Franklin Street, 20th Floor, Boston, Massachusetts 02110 and each of the individuals and entities whose names are set forth on the signature pages hereto under “Subscribers” (the “Subscribers” and each, a “Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2010 • L&L Acquisition Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of July 26, 2010, is made and entered into by and between L&L Acquisition Corp., a Delaware corporation (the “Company”), and LLM Structured Equity Fund L.P., a Delaware limited partnership (“Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks • New York
Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Cynthia Jordan, V. P., Accounting Department
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ________ ___, 2010, is made and entered into by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L. Shermyen, LLM Structured Equity Fund L.P., a Delaware limited partnership and LLM Investors L.P., a Delaware limited partnership (each a “Sponsor” collectively, the “Sponsors”) and the undersigned parties listed under “Holder” on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsors, a “Holder” and collectively the “Holders”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of November 2, 2010, is made and entered into by and among LLM Structured Equity Fund L.P., a Delaware limited partnership, LLM Investors L.P., a Delaware limited partnership, and John L. Shermyen, an individual residing at 11715 NW 122 Terrace, Alachua, Florida 32615 (each a “Seller” and collectively, the “Sellers”) and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2010 (the “Agreement”) by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L. Shermyen, LLM Structured Equity Fund L.P., a Delaware limited partnership, LLM Investors L.P., a Delaware limited partnership, John A. Svahn, E. David Hetz, Alan W. Pettis and William A. Landman (collectively, the “Initial Stockholders”), the undersigned parties listed as the Underwriter Warrantholders on the signature pages hereto (collectively, the “Underwriter Warrantholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Form of Initial Stockholder LetterInitial Stockholder Letter • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between L&L Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 4,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
Form of Director and Officer LetterDirector and Officer Letter • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between L&L Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph LLC (“MJ”), as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 4,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
August 17, 2010 Re: Administrative Services Agreement To Whom It May Concern:Administrative Services Agreement • August 20th, 2010 • L&L Acquisition Corp. • Massachusetts
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) of the initial public offering (the “IPO”) of the securities of L&L Acquisition Corp. (the “Company”) and continuing until the earliest to occur of (i) the consummation by the Company of an initial business combination, (ii) the date occurring 18 months from the date of the final prospectus included in the Registration Statement or (iii) the date on which we determine to dissolve and liquidate our trust account pursuant to the Company’s Amended and Restated Certificate of Incorporation (in each case as described in the Registration Statement) (such earliest date hereinafter referred to as the “Termination Date”), LLM Capital Partners LLC shall make available to the Company, at 265 Franklin Street, 20th Floor, Boston, Massachusetts 02110 (or any successor location of LLM Capital Partners LLC), certain office space, general and
Form of Director and Officer LetterDirector and Officer Letter • October 6th, 2010 • L&L Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between L&L Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph LLC (“MJ”), as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 6th, 2010 • L&L Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2010 (the “Agreement”) by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L. Shermyen, LLM Structured Equity Fund L.P., a Delaware limited partnership, LLM Investors L.P., a Delaware limited partnership, John A. Svahn, E. David Hetz, Alan W. Pettis and William A. Landman (collectively, the “Initial Stockholders”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • October 6th, 2010 • L&L Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of ___________, 2010 by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), LLM Structured Equity Fund L.P., a Delaware limited partnership (“LLMSEF”), LLM Investors L.P., a Delaware limited partnership (“LLMI”) and LLM Capital Partners LLC, a Delaware limited liability company (“LLM Capital” and, collectively with LLMSEF and LLMI, the “LLM Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
CONTRIBUTION AGREEMENTContribution Agreement • November 23rd, 2010 • L&L Acquisition Corp. • Blank checks
This Contribution Agreement (this “Agreement”), dated as of November , 2010, is made and entered into by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L. Shermyen, an individual residing at 11715 NW 122 Terrace, Alachua, Florida 32615, LLM Structured Equity Fund L.P., a Delaware limited partnership and LLM Investors L.P., a Delaware limited partnership (each a “Sponsor” and collectively the “Sponsors”).
Form of Initial Stockholder LetterInitial Stockholder Letter • October 6th, 2010 • L&L Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between L&L Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Joseph LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
