SECURITIES ASSIGNMENT AGREEMENT
Exhibit 10.12
This Securities Assignment Agreement (this “Assignment”), dated as of October 4, 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 Xxxx X. Xxxxxxxx, an individual residing at
00000 XX 000 Xxxxxxx, Xxxxxxx, Xxxxxxx 00000 (each a “Seller” and collectively, the “Sellers”) and
the parties identified on the signature page hereto (each a “Buyer” and collectively, the
“Buyers”).
WHEREAS, on the terms and subject to the conditions set forth in this Assignment, the
Sellers wish to assign an aggregate of 71,156 shares (the “Shares”) of common stock (“Common
Stock”) of L&L Acquisition Corp. (the “Company”) to the Buyers and the Buyers wish to purchase the
Shares from the Sellers.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the
mutual covenants contained in this Assignment, and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:
Section 1. Assignment of Shares. Each Seller hereby assigns that number of
Shares set forth opposite such Seller’s name on Exhibit A attached hereto to each Buyer, of
which that number of Shares set forth on Exhibit A under the heading “First Tranche Shares”
shall be held in escrow until the first anniversary of the Company’s initial business combination
and a portion of such First Tranche Shares, as set forth on Exhibit A under the heading
“First Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent
the underwriters’ over-allotment option (as described in the Company’s registration statement on
Form S-1, as amended (File Number 333-168949) (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company
(the “Offering”)) is not exercised in full. In addition, that number of Shares set forth on
Exhibit A under the heading “Second Tranche Shares” shall be held in escrow and forfeited
on the fifth anniversary of the Company’s initial business combination unless, prior to such
time, either (x) the last sales price of the Company’s Common Stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period or (ii) a transaction is consummated
following the Company’s initial business combination in which all stockholders have the right to
exchange their Common Stock for cash consideration which equals or exceeds $18.00 per share (as
described in the Registration Statement). A portion of such Second Tranche Shares, as set forth on
Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to
forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not
exercised in full (as described in the Registration Statement). The Buyers have paid to the Sellers
$0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate
amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase
Price”).
Section 2. No Conflicts. Each party represents and warrants that neither the
execution and delivery of this Assignment by such party, nor the consummation or performance by
such party of any of transactions contemplated hereby, will with or without notice or lapse of
time, constitute, create or result in a breach or violation of, default under, loss of benefit or
right under or acceleration of performance of any obligation required under any agreement to which
it is a party.
Section 3. Investment Representations. Each Buyer represents and warrants, with
respect to himself or itself only, as the case may be as follows:
(a) Such Buyer hereby acknowledges that an investment in the Shares involves certain
significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the
foreseeable future and is able to bear the risk of that investment for an indefinite period.
(b) Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under
any circumstances unless registered by the Company in accordance with federal and state securities
laws or sold in compliance with an exemption under such laws and such transfer complies with all
applicable lock-up restrictions on such Buyer (as described in the Registration Statement). Such
Buyer further understands that any certificates evidencing the Shares bear a legend referring to
the foregoing transfer restrictions.
(c) Such Buyer also acknowledges and hereby agrees that such Buyer shall return to the Company
for cancellation, at no cost, (i) the First Tranche Forfeiture Shares and Second Tranche Forfeiture
Shares held by each such Buyer to the extent the underwriters’ over-allotment option (as described
in the Registration Statement) is not exercised in full and (ii) its Second Tranche Shares on the
fifth anniversary of the Company’s initial business combination unless, prior to such time, either
(x) the last sales price of the Company’s Common Stock equals or exceeds $18.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period or (ii) a transaction is consummated following
the Company’s initial business combination in which all stockholders have the right to
exchange their Common Stock for cash consideration which equals or exceeds $18.00 per share (as
described in the Registration Statement).
(d) The Shares are being acquired solely for such Buyer’s own account, for investment purposes
only, and are not being purchased with a view to or for the resale, distribution, subdivision or
fractionalization thereof; and such Buyer has no present plans to enter into any contract,
undertaking, agreement or arrangement for such resale, distribution, subdivision or
fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive
answers from the Seller and the Company concerning the terms and conditions of the Shares, and the
business and financial condition of the Company and (ii) obtain any additional information that the
Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist
such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the
Company. Such Buyer is not relying on any oral representation made by any person as to the Company
or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as
defined in Regulation D promulgated by the Securities and Exchange Commission under the Act.
Section 4. Miscellaneous. This Assignment, together with the certificates,
documents, instruments and writings that are delivered pursuant hereto, constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter. This Assignment
may be executed in two or more counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument. This Assignment may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto. Except as otherwise provided herein, no party hereto may assign either this
Assignment or any of its rights, interests, or obligations hereunder without the prior written
approval of the other parties.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this Securities Assignment Agreement to be
effective as of the date first set forth above.
| SELLERS: | ||||||||||
| /s/ Xxxx X. Xxxxxxxx | ||||||||||
| Xxxx X. Xxxxxxxx | ||||||||||
Address: 00000 XX 000 Xxxxxxx
Xxxxxxx, XX 00000 |
||||||||||
| LLM STRUCTURED EQUITY FUND L.P. | ||||||||||
| By: | LLM Advisors L.P., its General Partner | |||||||||
| By: | LLM Advisors LLC, its General Partner | |||||||||
| By: | LLM Capital Partners LLC, its Manager | |||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx, XX | |||||||||
| Name: Xxxxxxxxx X. Xxxxxxx, XX | ||||||||||
| Title: Managing Director | ||||||||||
Address: 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 |
||||||||||
| LLM INVESTORS L.P. | ||||||||||
| By: | LLM Advisors L.P., its General Partner | |||||||||
| By: | LLM Advisors LLC, its General Partner | |||||||||
| By: | LLM Capital Partners LLC, its Manager | |||||||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx, XX | |||||||||
| Name: Xxxxxxxxx X. Xxxxxxx, XX | ||||||||||
| Title: Managing Director | ||||||||||
Address: 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 |
||||||||||
IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement to be
effective as of the date first set forth above.
| BUYERS: | ||
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | ||
Address:
|
0000 Xxxxxxxx Xxxxxxx, #000 Xxxx, Xxxxxx 00000 |
|
| /s/ E. Xxxxx Xxxx | ||
| E. Xxxxx Xxxx | ||
Address:
|
00 Xxxxxx Xxxxxx Xxxxxxxxxxxxx, XX 00000 |
|
| /s/ Xxxx X. Xxxxxx | ||
| Xxxx X. Xxxxxx | ||
Address:
|
0 Xxxxxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 |
|
| /s/ Xxxxxxx X. Xxxxxxx | ||
| Xxxxxxx X. Xxxxxxx | ||
Address:
|
000 Xxxxx Xxxx Xxxxxxxxx, XX 00000 |
|
Exhibit A
| Sellers | Buyers | |
LLM Structured Equity Fund L.P. |
Xxxx X. Xxxxx — 19,406 |
|
| E. Xxxxx Xxxx — 14,829 | ||
LLM Investors L.P. |
E. Xxxxx Xxxx — 1,343 | |
Xxxx X. Xxxxxxxx |
E. Xxxxx Xxxx — 3,234 |
|
| Xxxx X. Xxxxxx — 19,406 |
||
| Xxxxxxx Xxxxxxx — 12,938 |
| Second | ||||||||||||||||
| First Tranche | Tranche | |||||||||||||||
| First Tranche | Forfeiture | Second | Forfeiture | |||||||||||||
| Buyers | Shares | Shares | Tranche Shares | Shares | ||||||||||||
Xxxx X. Xxxxx |
8,625 | 1,125 | 10,781 | 1,406 | ||||||||||||
E. Xxxxx Xxxx |
8,625 | 1,125 | 10,781 | 1,406 | ||||||||||||
Xxxx X. Xxxxxx |
8,625 | 1,125 | 10,781 | 1,406 | ||||||||||||
Xxxxxxx Xxxxxxx |
5,750 | 750 | 7,188 | 938 | ||||||||||||
Total |
31,625 | 4,125 | 39,531 | 5,156 | ||||||||||||
