exv4w2






Exhibit 4.2




SPECIMEN COMMON STOCK CERTIFICATE




			
	 	 	 
	NUMBER
	 	SHARES
	 	 	 
	CS- _________	 	 






L&L ACQUISITION CORP.




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



COMMON STOCK



			
	 
	 	SEE REVERSE FOR

CERTAIN DEFINITIONS
	 	 	 
	THIS CERTIFIES THAT
	 	CUSIP [__________]
	 	 	 
	IS THE OWNER OF	 	 






FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

$.0001 PER SHARE, OF THE COMMON STOCK OF




L&L ACQUISITION CORP.


transferable on the books of L&L ACQUISITION CORP.

(the “Company”) in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. The Company will be forced to redeem shares of Common Stock sold in the
Company’s initial public offering if it is unable to complete a business combination by [________],
2012 [INSERT DATE THAT IS 18 MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S
INITIAL PUBLIC OFFERING]. This certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of
its duly authorized officers.



Dated:




L&L ACQUISITION CORP.




DELAWARE

SEAL

2010



AUTHORIZED OFFICER




(Signature)

CHIEF EXECUTIVE OFFICER



(Seal)



(Signature)





 









 







SECRETARY




COUNTERSIGNED AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

BY:




(Reverse of Certificate)




L&L ACQUISITION CORP.



The Company will furnish without charge to each stockholder who so requests, the powers,
designations, preferences and relative participating, optional or other special rights of each
class of shares or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Certificate of Incorporation and
all amendments thereto and resolutions of the Board of Directors providing for the issue of
securities (copies of which may be obtained from the secretary of the Company), to all of which the
holder of this certificate by acceptance hereof assents.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common




UNIF GIFT MIN ACT —      
          
             
            
 Custodian             
         
     
              

(Cust)(Minor)

under Uniform Gifts to Minors

Act              
             
         
           
              

(State)



Additional abbreviations may also be used though not in the above list.



For value received     
                  
                   
                   , hereby sell(s), assign(s) and transfer(s)
unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)



 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))



 




 

shares of the capital stock represented by the within certificate, and do hereby irrevocably
constitutes and appoints



 







 









 







Attorney to transfer the said stock on the books of the within named Company with full power of
substitution in the premises.



Dated:




 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



Signature(s) Guaranteed:



By ______________________



THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).



The holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds then on
deposit in the trust account (including interest), less franchise and income taxes payable, only in
the event that (i) the Company redeems the shares of Common Stock sold in its initial public
offering because it does not consummate a business combination by [____________], 2012 [INSERT DATE
THAT IS EIGHTEEN MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL
PUBLIC OFFERING], (ii) if the holder(s) seek(s) to redeem for cash his, her or its respective
shares of Common Stock in connection with a tender offer (or proxy, soley in the event the Company
seeks stockholder approval of the proposed initial business combination), provided that
stockholders voting against such business combination and electing to exercise their redemption
rights shall be entitled to receive cash equal to their pro rata share of the aggregate amount then
on deposit in the trust account excluding any amounts representing interest earned on the trust
account, less franchise and income taxes payable or (iii) upon completion of the Company’s initial
business combination. In no other circumstances shall the holder(s) have any right or interest of
any kind in or to the trust account.