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”).
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”).
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.
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”).
