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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 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
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 6th, 2010 • L&L Acquisition Corp. • Blank checks
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 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”).
Form of Director and Officer LetterLetter Agreement • 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”).
Form of Initial Stockholder LetterLetter Agreement • 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.
