exv10w3






Exhibit 10.3




INVESTMENT MANAGEMENT TRUST AGREEMENT




          This Agreement is made effective as of      , 2010 by and between L&L Acquisition
Corp. (the “Company”), [_____], a wholly-owned subsidiary of the Company (the “Subsidiary”) and
Continental Stock Transfer & Trust Company (the “Trustee”).




          WHEREAS, the Company’s registration statement on Form S-1, No. 333-168949 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s
units (the “Units”), which consist of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) and one warrant to purchase the Company’s Common Stock (the
“Warrants”), (such initial public offering hereinafter referred to as the “Offering”) has been
declared effective as of the date hereof (the “Effective Date”) by the Securities and Exchange
Commission; and




          WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Morgan Joseph LLC (“Morgan Joseph”), as representative of the several underwriters of the
Offering named therein (the “Underwriters”); and




          WHEREAS, as described in the Registration Statement, $49,250,000 of the gross proceeds of the
Offering and sale of the Sponsor Warrants (as defined in the Underwriting Agreement) (or
$56,525,000 if the Underwriters’ over-allotment option is exercised in full) will be contributed by
the Company to the Subsidiary, which is intended to qualify as a security corporation under
Massachusetts General Laws Ch. 63, sec. 38B, and delivered by the Subsidiary to the Trustee to be
deposited and held in a segregated trust account (the “Trust Account”) for the benefit of the
Subsidiary, the Company and the holders of the Company’s Common Stock included in the Units issued
in the Offering as hereinafter provided (the amount to be delivered to the Trustee will be referred
to hereinafter as the “Property,” the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Stockholders,” and the Public Stockholders, the
Subsidiary and the Company will be referred to together as the “Beneficiaries”); and




          WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to contingent
fees of up to 4.0% of the gross proceeds of the IPO (the “Contingent Fees”) shall be payable to
Morgan Joseph or the Underwriters or other potential parties solely upon the consummation of the
Company’s initial business combination (as further defined in the Registration Statement, the
“Business Combination”) and pursuant to the terms of the Underwriting Agreement; and




          WHEREAS, pursuant to the Underwriting Agreement and certain letter agreements between the
Company, LLM Structured Equity Fund, L.P., LLM Investors, L.P. and John L. Shermyen (collectively,
the “Sponsors”), any tax refund received by the Subsidiary on its income tax obligation will be
delivered to the Trustee for deposit in the Trust Account, whereupon it will become a portion of
the Property; and




          WHEREAS, the Company, the Subsidiary and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the Property;




          NOW, THEREFORE, IT IS AGREED:




          1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:




                    (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in the Trust Account at JP Morgan Chase, N.A. and at a brokerage institution selected by
the Trustee that is satisfactory to the Company;



 









 





                    (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;



                    (c) In a timely manner, upon the written instruction of the Subsidiary, invest and reinvest
the Property in United States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money
market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined by the Subsidiary;
except, however, that any portion of the Property constituting a tax refund of the Company’s income
tax payments shall not be invested as otherwise set forth in this paragraph 1(c); in this regard,
it is understood that the Trust Account will earn no interest while account funds are uninvested
awaiting Company instructions hereunder;



                    (d) Collect and receive, when due, all interest and other income arising from the Property,
which shall become part of the “Property,” as such term is used herein;



                    (e) Promptly notify the Subsidiary and Morgan Joseph of all communications received by the
Trustee with respect to any Property requiring action by the Subsidiary;



                    (f) Supply any necessary information or documents as may be requested by the Subsidiary (or
its authorized agents) in connection with the Subsidiary’s preparation of the tax returns relating
to assets held in the Trust Account;



                    (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Subsidiary to do so, so long as the
Company or the Subsidiary shall have advanced funds sufficient to pay the Trustee’s expenses
incident thereto;



                    (h) Render to the Subsidiary monthly written statements of the activities of, and amounts in,
the Trust Account reflecting all receipts and disbursements of the Trust Account;



                    (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of,
and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf
of the Subsidiary by its Chief Executive Officer or Chairman of the Board of Directors or other
authorized officer of the Subsidiary, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account only as directed in the Termination Letter and the
other documents referred to therein or (y)                     1, if a Termination Letter has not been received by the Trustee prior to such date,
in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property in the Trust Account
distributed to the Public Stockholders of record as of such date; provided,
however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the
Property because it has received no such Termination Letter by                     2,  the Trustee shall keep the Trust Account open until the earliest to
occur of (i) twelve (12) months following the date the Property has been distributed to the Public
Stockholders; (ii) the Trustee’s receipt of a letter in a form substantially similar to Exhibit
D hereto and the completion by the Trustee of the distribution of the amounts specified
therein; and (iii) the Trustee’s receipt of a written notice from the Company’s independent
registered public accountants stating that the Company will not be receiving any tax refund on its
income tax payments;





 




			
	1	 	Insert date that is 18 months from the
closing of the Offering.
	 
	2	 	Insert date that is 18 months from the
closing of the Offering.




 









 










                    (j) Upon written request from the Subsidiary, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
Instruction”), withdraw from the Trust Account and distribute to the Subsidiary the amount
requested by the Subsidiary that is equal to the amount of any franchise tax obligation of the
Subsidiary or the Company or any income tax obligation owed by the Subsidiary as a result of
interest or other income earned on the Property, which amount shall be delivered directly to the
Subsidiary by electronic funds transfer or other method of prompt payment, and the Subsidiary shall
forward such payment to the relevant taxing authority (in the case of the Company’s franchise
taxes, on behalf of the Company); provided, however, that (i) any withdrawal
pursuant to this clause (j) shall be solely from income earned on the Property and shall not cause
the amount in the Trust Account to fall below the amount initially deposited in the Trust Account,
(ii) to the extent there is not sufficient cash in the Trust Account to pay any such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Subsidiary in writing to make such distribution and (iii) if the tax to be paid
is a franchise tax, the written request by the Subsidiary to make such distribution shall be
accompanied by a copy of the franchise tax bill from the State of Delaware and a written statement
from the principal financial officer of the Subsidiary or the Company, as applicable, setting forth
the actual amount payable; and provided, further, that it is understood and agreed
that the written request of the Subsidiary referenced above shall constitute presumptive evidence
that the Subsidiary is entitled to receive said funds, and the Trustee shall have no responsibility
to look beyond said request;



                    (k) Upon written request from the Subsidiary given after distribution of the Property to the
Public Stockholders, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D (a “Tax Refund Instruction”), distribute to the Company’s
Public Stockholders amounts deposited by the Subsidiary into the Trust Account that the Subsidiary
has represented to be tax refund(s) of the Company’s income tax payments; and



                    (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(i), (j) or (k) above.



          2. Agreements and Covenants of the Subsidiary. Each of the Company and the Subsidiary
hereby agrees and covenants to:




                    (a) Give all instructions to the Trustee hereunder in writing, signed by the Subsidiary’s
Chairman of the Board, President, Chief Executive Officer or Chief Financial Officer. In addition,
except with respect to its duties under Sections 1(i) through 1(k) hereof, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be
given by any one of the persons authorized above to give written instructions, provided
that the Subsidiary shall promptly confirm such instructions in writing;



                    (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee
from and against any and all expenses, including reasonable counsel fees and disbursements, or
losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand, which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or
willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the Subsidiary in writing of such
claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Subsidiary with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without



 









 




the prior written consent of the Subsidiary, which such consent shall not be unreasonably withheld.
The Subsidiary may participate in such action with its own counsel;




                    (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance
fee, an annual fee and a transaction processing fee for each disbursement made pursuant to
Sections 1(j), and the usual and customary service fees of the Trustee as paying agent (the
“Paying Agent”) pursuant to Section 1(k) hereof, which fees shall be subject to
modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees unless and until it is distributed to the Subsidiary pursuant to
Sections 1(j) and 1(k) hereof. The Subsidiary shall pay the Trustee the initial
acceptance fee and the first annual fee at the consummation of the Offering and thereafter on the
anniversary of the Effective Date. The Trustee shall refund to the Subsidiary the annual fee (on a
pro rata basis) with respect to any period after the liquidation of the Trust Account. The
Subsidiary shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c) and as may be provided in Section 2(b) hereof;



                    (d) In connection with any vote of the Company’s Public Stockholders regarding the Company’s
Business Combination, provide to the Trustee an affidavit or certificate of the inspector of
elections for the stockholder meeting verifying the vote of the Public Stockholders regarding such
Business Combination;



                    (e) Provide Morgan Joseph with a copy of any Termination Letter(s) and/or any other
correspondence that the Subsidiary sends to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;



                    (f) Promptly after the Contingent Fees shall become determinable on a final basis, to provide
the Trustee notice in writing (with a copy to Morgan Joseph) of the total amount of the Contingent
Fees;



                    (g) In the event the Subsidiary is entitled to receive a tax refund on its income tax
obligation, and promptly after the amount of such refund is determined on a final basis, provide
the Trustee with notice in writing (with a copy to Morgan Joseph) of the amount of such income tax
refund; and



                    (h) Instruct the Trustee to make only those distributions that are permitted under this
Agreement, and refrain from instructing the Trustee to make any distributions that are not
permitted under this Agreement.



          3. Limitations of Liability. The Trustee shall have no responsibility or liability
to:




                    (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions
of any agreement or document other than this Agreement and that which is expressly set forth herein
and the letter agreement, dated August 11, 2010, between the Company and the Trustee;



                    (b) Take any action with respect to the Property, other than as directed in Section
1 hereof, and the Trustee shall have no liability to any party except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct;



                    (c) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Subsidiary given as provided herein
to do so and the Subsidiary shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;



                    (d) Refund any depreciation in principal of any Property;



 









 





                    (e) Assume that the authority of any person designated by the Subsidiary to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Subsidiary shall have delivered a written revocation of such authority to the Trustee;



                    (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be Subsidiary’s
counsel), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;



                    (g) Verify the accuracy of the information contained in the Registration Statement,



                    (h) Provide any assurance that any Business Combination entered into by the Company or any
other action taken by the Company is as contemplated by the Registration Statement;



                    (i) File information returns with respect to the Trust Account with any local, state or
federal taxing authority or provide periodic written statements to the Subsidiary documenting the
taxes payable by the Subsidiary, if any, relating to any interest income earned on the Property;



                    (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with
respect to any income generated by, and activities relating to, the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Subsidiary, including, but not limited to,
income tax obligations, except pursuant to Section 1(j) hereof; or



                    (k) Verify calculations, qualify or otherwise approve the Subsidiary’s written requests for
distributions pursuant to Sections 1(j) and 1(k) hereof.



          4. Trust Account Waiver. The Trustee has no right of set-off or any right, title,
interest or claim of any kind (a “Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in the
future. In the event the Trustee has any Claim against the Subsidiary under this Agreement,
including, without limitation, under Section 2(b) hereof, the Trustee shall pursue such
Claim solely against the Subsidiary and not against the Property or any monies in the Trust
Account.




          5. Termination. This Agreement shall terminate as follows:




                    (a) If the Trustee gives written notice to the Subsidiary that it desires to resign under this
Agreement, the Subsidiary shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Subsidiary notifies the Trustee that a successor trustee has been appointed by the Subsidiary and
has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Subsidiary does not
locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the



 









 




Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or




                    (b) At such time that the Trustee has completed the liquidation of the Trust Account and its
obligations in accordance with the provisions of Section 1(i) hereof (which section may not
be amended under any circumstances) and distributed the Property in accordance with the provisions
of the Termination Letter, thereafter this Agreement shall terminate except with respect to
Section 2(b).



          6. Miscellaneous.




                    (a) The Subsidiary and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. The Subsidiary
and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such confidential information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely
upon all information supplied to it by the Subsidiary, including, account names, account numbers,
and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.



                    (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. It may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.



                    (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. Except for Section 1(i) hereof (which section may not
be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended or modified (other than to correct a typographical error) by a writing signed by each of
the parties hereto. Furthermore, this Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Public
Stockholders; provided, however, that no such change, amendment or modification may
be made to Section 1(i) hereof (which section may not be amended under any circumstances),
it being the specific intention of the parties hereto that each Public Stockholder is, and shall
be, a third party beneficiary of this Section 6(c) with the same right and power to enforce
this Section 6(c) as the other parties hereto. For purposes of this Section 6(c),
the “Consent of the Public Stockholders” means receipt by the Trustee of a certificate from the
inspector of elections of the stockholder meeting certifying that either (a) the Public
Stockholders of record as of a record date established in accordance with Section 213(a) of the
Delaware General Corporation Law, as amended (the “DGCL”) who hold sixty-five percent (65%)
or more of all then outstanding shares of the Common Stock, have voted in favor of such change,
amendment or modification, or (b) the Public Stockholders of record as of the record date who hold
sixty-five percent (65%) or more of all then outstanding shares of the Common Stock, have delivered
to such entity a signed writing approving such change, amendment or modification. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
may rely conclusively on the certification from the inspector or elections referenced above and
shall be relieved of all liability to any party for executing the proposes amendment in reliance
thereon.



                    (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH
PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



 









 





                    (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:




if to the Trustee, to:


Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attn: Frank DiPaolo, CFO and Steven G. Nelson, Pres.

Fax No.: (212) 509-5150


if to the Subsidiary, to:


L&L Acquisition Corp.

265 Franklin Street, 20th Floor

Boston, MA 02110

Attn: John L. Shermyen

Fax No.: (617) 330-7759


and a copy, which shall not constitute notice, to:


Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

Attn: Michael D. Maline, Esq.

Fax No.: (212) 355-3333


if the to the Underwriters, to:


Morgan Joseph LLC

600 Fifth Avenue, 19th Floor

New York, NY 10020

Attn: Tina Pappas

Fax No.: (212) 218-3760


with a copy, to:


McDermott Will & Emery LLP

340 Madison Avenue

New York, New York 10173

Attn: Joel L. Rubinstein, Esq.

Fax No.: (212) 547-5444



                    (f) Each of the Trustee and the Subsidiary hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.



                    (g) Each of the Subsidiary and the Trustee hereby acknowledge and agree that Morgan Joseph on behalf of the Underwriters, is a third party beneficiary of this Agreement.



 









 





                    (h) The Company agrees to cause the Subsidiary to take all actions required of the Subsidiary
pursuant to this Agreement and shall ensure that the Subsidiary remains at all times during the
term of this Agreement a wholly-owned subsidiary of the Company.



                    (i) Except as specified herein, no party to this Agreement may assign its rights or delegate
its obligations hereunder to any other person or entity, provided that if the Subsidiary
distributes its rights in and to the Property to the Company, the Subsidiary may assign its rights
and delegate its obligations hereunder to the Company in connection therewith.



[Signature Page Follows]






 









 








     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 	 	 	 	 

	 	 	Continental Stock Transfer & Trust Company, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	L&L Acquisition Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	John L. Shermyen	 	 
	 

	 	 	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	John L. Shermyen	 	 
	 

	 	 	 	 	 	Chief Executive Officer	 	 







 











 






SCHEDULE A




	 	 	 	 	 
	 	 	Time and method of	 	 
	Fee Item	 	payment	 	Amount
	Initial acceptance fee.

	 	Initial closing of
Offering by wire
transfer.
	 	$0 
	 
	 	 	 	 
	Annual fee.

	 	First year, initial
closing of Offering
by wire transfer;
thereafter on the
anniversary of the
effective date of
the Offering by
wire transfer or
check.
	 	$10,000 
	 
	 	 	 	 
	Transaction processing
fee for disbursements
to Subsidiary under
Sections 1(j) and
1(k).

	 	Deduction by
Trustee from
accumulated income
following
disbursement made
to Subsidiary under
Section 2.
	 	$250 
	 
	 	 	 	 
	Paying Agent services
for distributions made
to shareholders
pursuant to Section
1(k).

	 	Liquidation of the
Trust Account
pursuant to Section
1(i) and
distribution of
income tax refunds,
as directed by the
Subsidiary pursuant
Section 1(k) and
letter instruction
in the form of
Exhibit D.
	 	Usual and customary
service fees from time to
time applicable to Paying
Agent services of
Trustee.






 









 





EXHIBIT A




[Letterhead of Subsidiary]



[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman

     Frank A. Di Paolo. C.F.O.




Re: Trust Account No. Termination Letter



Gentlemen:




     Pursuant to Section 1(i) of the Investment Management Trust Agreement between L&L
Acquisition Corp. (the “Company”), [_____] (the “Subsidiary”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of                     , 2010 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with
                    (the “Target Business”) to consummate a business combination with
Target Business (a “Business Combination”) on or about [insert date]. The Subsidiary shall notify
you at least forty-eight (48) hours in advance of the actual date of the consummation of the
Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds
into the trust checking account at JP Morgan Chase, N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the
account or accounts that the Subsidiary shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust checking account at JP Morgan Chase,
N.A. awaiting distribution, the Company and Subsidiary will not earn any interest or dividends.



     On the Consummation Date, (i) counsel for the Company shall deliver to you written
notification that the Business Combination is in the process of being consummated (the
“Notification”) and (ii) the Subsidiary shall deliver to you a written instruction signed by the
Subsidiary and Morgan Joseph LLC with respect to the transfer of the funds held in the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Subsidiary in writing of the same and the Subsidiary shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the Consummation Date to the
Subsidiary. Upon the distribution of all the funds, your obligations under the Trust Agreement
shall be terminated.



     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the
Subsidiary, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of
the Trust Agreement on the business day immediately following the Consummation Date as set forth in
the notice as soon thereafter as possible.



A-1









 





	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






cc: Morgan Joseph LLC






 









 








EXHIBIT B




[Letterhead of Subsidiary]



[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman

     Frank A. Di Paolo. C.F.O.




     Re: Trust Account No. Termination Letter


Gentlemen:




     Pursuant to Section 1(i) of the Investment Management Trust Agreement between L&L
Acquisition Corp. (the “Company”), [____] (the “Subsidiary”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of                     , 2010 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business (a “Business Combination”) within the time frame specified in
the Company’s Certificate of Incorporation, as described in the Company’s Prospectus relating to
the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate
all of the assets in the Trust Account on                     20___and to transfer the
total proceeds into the trust checking account at JP Morgan Chase, N.A. to await distribution to
the Public Stockholders. The Company has selected                     20 ___3 as
the record date for the purpose of determining the Public Stockholders entitled to receive their
share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Certificate of
Incorporation of the Company, charging your customary fees. Upon the distribution of all the funds,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(k) of the Trust Agreement.




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 








 




			
	3	 	Insert date that is 18 months from the
closing of the Offering.




 









 










EXHIBIT C

[Letterhead of Subsidiary]

[Insert date]




Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Cynthia Jordan, V. P., Accounting Department




          Re: Trust Account No.




Gentlemen:




     Pursuant to Section 1(j) of the Investment Management Trust Agreement between L&L
Acquisition Corp. (the “Company”), [____] (the “Subsidiary”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of                                         , 2010
(the “Trust Agreement”), the Subsidiary hereby requests that you deliver to the Subsidiary
$                                         of the interest income earned on the Property as
of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.



     The Subsidiary needs such funds to pay for the tax obligations as set forth on the
attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Subsidiary’s operating account at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 





cc: Morgan Joseph LLC






C-1









 








EXHIBIT D

[Letterhead of Subsidiary]




[Insert date]



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Cynthia Jordan, V. P., Accounting Department




          Re: Trust Account No.



Gentlemen:




     Pursuant to Section 1(k) of the Investment Management Trust Agreement between L&L
Acquisition Corp. (the “Company”), [____] (the “Subsidiary”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of                                         , 2010
(the “Trust Agreement”), this is to advise you that the Subsidiary will be receiving a refund in
the amount of $                                         representing a portion of the taxes
it paid to satisfy its income tax obligations. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit
the proceeds of such tax refund into the Trust Account, and to transfer the total proceeds to the
trust checking account at JP Morgan Chase, N.A. for immediate distribution, to the Company’s Public
Stockholders of record as of the date on which the Company redeemed the shares of common stock sold
in the Offering; provided, that $                     shall instead be disbursed
to the Subsidiary to cover accrued expenses. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Public
Stockholders in accordance with the terms of the Trust Agreement and the Certificate of
Incorporation of the Company and in accordance with your customary fees. Upon the
distribution of all the funds, net of any payments for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






cc: Morgan Joseph LLC