August 17, 2010 Re: Administrative Services Agreement To Whom It May Concern:
Exhibit 10.6
L&L Acquisition Corp.
August 17, 2010
LLM Capital Partners LLC
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Administrative Services Agreement
To Whom It May Concern:
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 000 Xxxxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or any successor location of LLM
Capital Partners LLC), certain office space, general and administrative services and secretarial
support as may be reasonably required by the Company. In exchange therefore, the Company shall pay
LLM Capital Partners LLC the sum of $7,500 per month on the Effective Date and continuing monthly
thereafter until the Termination Date, with any payments in respect of a partial month pro-rated.
This letter agreement constitutes the entire agreement and understanding of the parties hereto
in respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee.
LLM Capital Partner LLC hereby acknowledges that it has no right, title, interest or claim of
any kind (“Claim”) in or to any monies in the Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee of the Trust Account), and hereby waives any Claim in or
to any monies in the Trust Account it has or may have in the future, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever.
L&L Acquisition Corp.
[Remainder of page intentionally left blank.]
This letter agreement, the entire relationship of the parties hereto, and any litigation
between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth of
Massachusetts, without giving effect to its choice of laws principles.
Very truly yours, L&L ACQUISITION CORP. |
||||
By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | C.E.O | |||
AGREED TO AND ACCEPTED BY: | ||||
LLM Capital Partners LLC | ||||
By: |
/s/ Xxxxxxxxx X. Xxxxxxx, XX | |||
Name: Xxxxxxxxx X. Xxxxxxx, XX | ||||
Title: Managing Director |
L& L Acquisition Corp.
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000
Tel: 000-000-0000 Fax: 000-000-0000
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000
Tel: 000-000-0000 Fax: 000-000-0000