exv10w8






Exhibit 10.8




RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT




     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”).



RECITALS




     WHEREAS, because each of the Company and the LLM Funds will be seeking business opportunities
in the healthcare industry, the parties have made this Agreement to clarify the business
opportunities for which each party shall have the right of first refusal.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Right of First Refusal. For the term specified in Section 2 of this
Agreement and subject to subsections (b), (c) and (e) of this Section 1, each of the LLM
Funds hereby grants to the Company a right of first refusal as follows:



          (a) Each of the LLM Funds shall first present any investment or acquisition opportunity in a
business or businesses in the healthcare industry whose aggregate enterprise value is at least
equal to $50 million, to a committee of the Company’s independent directors, and will not enter
into any agreement to purchase or invest in such business or businesses until the Company’s
committee of independent directors determines, within the time frame and manner specified below,
whether or not to pursue such business opportunity.



          (b) Notwithstanding anything to the contrary in this Agreement, the Company agrees that any
such business entity with respect to which any of the LLM Funds has initiated any contacts or
entered into any discussions or negotiations, formal or informal, regarding the LLM Funds’
acquisition of, or investment in, such business prior to the completion of the Company’s offering,
as set forth in the Registration Statement, will not be a potential acquisition target for the
Company, unless the LLM Funds decline to pursue such business opportunity and notify the Company of
the same in writing.



          (c) After review of any potential corporate opportunity, the Company may release the right
of first refusal set forth in this Section 1 with respect to such corporate opportunity. Decisions
by the Company to release any of the LLM Funds to pursue such corporate opportunity within the
healthcare industry will be made by a majority of the Company’s independent directors.



          (d) As used herein, the term “Business Combination” (as described more fully in the
Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, or other
similar business combination between the Company and one or more operating businesses in the
healthcare industry.



 









 





          (e) Each of the LLM Funds whose general partner, principals, directors, officers or
employees become aware of a corporate opportunity which is subject to this Agreement shall provide
written notice of the business opportunity to the Company pursuant to this right of first refusal
within ten (10) business days of its identification of the corporate opportunity. Any right of
first refusal granted shall expire ninety (90) days from the date of the written notice, provided
that, during such ninety (90) - day period, the Company has failed to commence discussions with any
third party regarding a Business Combination.



     2. Term. This Agreement shall become effective on its execution and shall remain in
effect for a period to expire upon the earlier of (i) the consummation by the Company of a Business
Combination or (ii) eighteen (18) months following the consummation of the Company’s offering pursuant to the
Registration Statement.



     3. Notices. All notices or communications hereunder shall be in writing, addressed as
follows:



To the Company:




L&L Acquisition Corp.

265 Franklin Street

20th Floor

Boston, Massachusetts 02110

Attn: John L. Shermyen




with copies to:




Michael D. Maline

Goodwin Procter LLP

620 8th Avenue

New York, New York 10018




If to LLM Funds:




LLM Structured Equity Fund L.P.

265 Franklin Street

20th Floor

Boston, Massachusetts 02110

Attn: Samuel Kenna




LLM Investors L.P.

265 Franklin Street

20th Floor

Boston, Massachusetts 02110

Attn: Samuel Kenna




LLM Capital Partners LC

265 Franklin Street

20th Floor

Boston, Massachusetts 02110

Attn: Samuel Kenna




     Any such notice or communication shall be delivered by hand or by courier or sent certified or
registered mail, return receipt requested, postage prepaid, addressed as above (or to such other
address as



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such party may designate in a notice delivered as described above), and the third business day
after the actual date of mailing shall constitute the time at which notice was given.




     4. Severability. If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof which shall remain in full force and effect.



     5. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by any of the parties hereto.



     6. Amendment. This Agreement may only be amended by written agreement of the parties
hereto.



     7. Survival. The respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement to the extent necessary to the intended preservation of
such rights and obligations. The provisions of this Section 7 are in addition to the
survivorship provisions of any other section of this Agreement.



     8. Governing Law. This Agreement shall be construed, interpreted, and governed in
accordance with the laws of the State of New York, without reference to rules relating to conflicts
of law.



     9. Effect on Prior Agreements. This Agreement contains the entire understanding
between the parties hereto and supersedes in all respects any prior or other agreement or
understanding concerning the subject matter hereof between the Company and the LLM Funds.



     10. Counterparts. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which, taken together, shall be deemed one document.



     11. Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER
THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.



     12. Waiver. Each party acknowledges and permanently and irrevocably waives any and all
claims against the other parties hereto in respect of any business opportunities not received by it
pursuant to the terms of this Agreement.



[Signatures Follow on Next Page]







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     IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal and Corporate
Opportunities Agreement as of the date first specified above.



	 	 	 	 	 
	L&L ACQUISITION CORP.

 	 	 
	By:  	 	 	 
	 	Name:  	Patrick J. Landers 	 	 
	 	Title:  	President 	 	 
	 



	 	 	 	 	 
	 	LLM STRUCTURED EQUITY FUND L.P.



By: LLM Advisors L.P., its General Partner



By: LLM Advisors LLC, its General Partner



By: LLM Capital Partners LLC, its Manager

 	 
	 	By:  	 	 
	 	 	Name:  	Frederick S. Moseley, IV 	 
	 	 	Title:  	Managing Director 	 
	 
	 	LLM INVESTORS L.P.



By: LLM Advisors L.P., its General Partner



By: LLM Advisors LLC, its General Partner



By: LLM Capital Partners LLC, its Manager

 	 
	 	By:  	 	 
	 	 	Name:  	Frederick S. Moseley, IV 	 
	 	 	Title:  	Managing Director 	 
	 
	 	LLM CAPITAL PARTNERS

 	 
	 	By:  	 	 
	 	 	Name:  	Frederick S. Moseley, IV 	 
	 	 	Title:  	Managing Director 	 
	 




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