exv10w7





Exhibit 10.7


Form of Director and Officer Letter




                     ___, 2010




L&L Acquisition Corp.

265 Franklin Street

20th Floor

Boston, Massachusetts 02110




Morgan Joseph LLC

600 Fifth Avenue

19th Floor

New York, New York 10022





	 	Re: 	 	 Initial Public Offering




Gentlemen:




     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.



     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the Offering, the Company has entered into those certain letter agreements,
each dated as of ___, 2010, with John L. Shermyen, LLM Structured Equity Fund L.P. and LLM
Investors L.P.



     Therefore, in order to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the Offering and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:



     1. (a) The undersigned hereby agrees that: in the event that the Company fails to consummate a
Business Combination (as defined in the Underwriting Agreement) within 18 months from the closing
of the Offering, the undersigned shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible,
redeem 100% of the shares sold in the Offering (the “Offering Shares”) for cash equal to their pro
rata share of the aggregate amount then on deposit in the Trust Account (including interest), less
franchise and income taxes payable, which redemption will completely extinguish the rights of the
holders of Offering Shares (including the right to receive further liquidation distributions, if
any), subject to applicable law, and subject to the requirement that any refund of income taxes
that were paid from the Trust Account which is received after the redemption of the Offering Shares
be distributed to the former holders of record of such Offering Shares as of the date of
redemption, and (iii) as promptly as reasonably possible following such



 









 






redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate the balance of the Company’s net assets to the remaining
Public Stockholders, subject in each case to the Company’s obligations under Delaware law to
provide for claims of creditors and other requirements of applicable
law;





          (b) it
will take all reasonable action within its power, in the event the Company conducts the redemption of its Offering Shares
pursuant to a tender offer, to cause the Company or its affiliates or any dealer manager or its affiliates, or any advisors
to the Company, (i) not to purchase or arrange to purchase shares outside the tender offer while such tender offer
is open or (ii) enter into any agreement, understanding or arrangement with any other person in connection with their purchase or
arrangement to purchase shares outside the tender offer, when such offer is open; and




          (c) in
the event the Company seeks to amend the Warrants (as defined the Warrant Agreement between the Company and Continental Stock Transfer
and Trust Company, as Warrant Agent) in a manner that requires the written consent of the registered holders of 65% of the then outstanding Warrants
under the Warrant Agreement, the undersigned will not vote any Warrants owned or controlled by the undersigned in favor of such amendment unless
the registered holders of 65% of the Offering Warrants (as defined in the Warrant Agreement) vote in favor of such amendment.




     2. (a) In order to minimize potential conflicts of interest that may arise from multiple
corporate affiliations, the undersigned agrees that until the earliest of the Company’s initial
Business Combination, 18 months after the closing of the Offering or such time as the undersigned
ceases to be a director or officer of the Company, he shall present to the Company for its
consideration, prior to presentation to any other entity, any suitable opportunity to acquire an
operating business with an enterprise value of $50 million or more, subject to any pre-existing
fiduciary or contractual obligations he might have.



          (b) The undersigned understands that the Company may effect a Business Combination with a
single target business or multiple target businesses simultaneously and agrees that he shall not
participate in the formation of, or become an officer or director of, any blank check company until
the Company has entered into a definitive agreement regarding its initial Business Combination or
the Company has failed to complete an initial Business Combination within 18 months from the
closing of the Offering; provided, however, that nothing contained herein shall
override the undersigned’s fiduciary obligations to any entity with which he is currently directly
or indirectly associated or affiliated or by whom he is currently employed.





          (c) The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the
Company would be irreparably injured in the event of a breach by the undersigned of his obligations
under paragraphs 2(a) and/or 2(b) herein, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in
the event of such breach.





     3. Except as disclosed in the Prospectus, neither the undersigned, nor any affiliate of the
undersigned shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any
repayment of a loan or other compensation prior to, or in connection with any services rendered in
order to effectuate the consummation of the Company’s initial Business Combination (regardless of
the type of transaction that it is), other than the following:



          (a) repayment of a $__________ loan made to the Company by the undersigned, pursuant to a
Promissory Note dated [DATE];




          (b) payment of an aggregate of $7,500 per month to LLM Capital Partners LLC, for office space,
secretarial and administrative services, pursuant to a Letter Agreement for Administrative
Services, dated August 17, 2010;




          (c) reimbursement for any out-of-pocket expenses related to finding, identifying,
investigating and completing an initial Business Combination, so long as no proceeds of the
Offering held in the Trust Account may be applied to the payment of such expenses prior to the
consummation of a Business Combination; and




          (d) repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a






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portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.




     4. The
undersigned has full right and power, without violating any agreement
to which he is
bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and to serve as a director or
officer of the Company.



     5. The undersigned agrees to be a member of the board of directors of the Company or an
officer of the Company, as the case may be, until the earlier of the completion by the Company of
its initial Business Combination and the liquidation of the Company. The undersigned’s
biographical information furnished to the Company and MJ is true and accurate in all respects and
does not omit any material information with respect to the undersigned’s background. The
undersigned’s questionnaire furnished to the Company and MJ is true and accurate in all respects.
The undersigned represents and warrants that:



          (a) he is not subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;




          (b) he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii)
relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and he is not currently a defendant in any such criminal
proceeding; and




          (c) he has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied,
suspended or revoked.




     6. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination that involves a company which is affiliated with the undersigned unless the Company
obtains an opinion from an independent investment banking firm which is a member of FINRA that the
Business Combination is fair to the Company’s stockholders from a financial point of view.



     7. The
undersigned acknowledges that he has no right, title, interest or claim of any kind in
or to any monies held in the Trust Account or any other asset of the Company as a result of any
liquidation of the Company with respect to the Initial Shares. The undersigned hereby further
waives, with respect to any shares of the Common Stock beneficially
held by him, the right to seek
appraisal rights with respect to such shares and any redemption rights it may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination or in the
context of a tender offer made by the Company to purchase shares of the Common Stock (although the
undersigned shall be entitled to redemption and liquidation rights with respect to any shares of
the Common Stock (other than the Initial Shares) he holds if the Company fails to consummate a
Business Combination within 18 months from the date of the closing of the Offering).



     8. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) ‘Public Stockholders” shall mean the holders of securities
issued in the Offering; (iii) “Trust Account” shall mean the trust fund into which a portion of the
net proceeds of the



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Offering shall be deposited; and “Initial Shares” shall mean the [          ] shares of the
Common Stock of the Company acquired by the undersigned, prior to the consummation of the Offering.




     9. This Letter Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersede all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to
any particular provision, except by a written instrument executed by all parties hereto.






     10. No party hereto may assign either this Letter Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be
binding on the undersigned and each of his successors, heirs, personal representatives and assigns.




     11. This Letter 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. The parties hereto (i)
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of the State of New York for the
Southern District of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



     12. Any notice, consent or request to be given in connection with any of the terms or
provisions of this Letter 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
facsimile transmission.



[Signature page follows]



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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above.




	 	 	 	 	 
	 	COMPANY:



L&L ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	  	 
	 	 	Address:  	 65 Franklin Street, 20th Floor

Boston, MA 02110

Fax: (617) 330-7759
 	 
	 
	 	[OTHER PARTY]	 
	 




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