exv4w4






Exhibit 4.4




WARRANT AGREEMENT




L&L ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent



 




WARRANT AGREEMENT




Dated as of                , 2010



 




 









 





     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”).



     WHEREAS, the Company has entered into that certain Sponsor Warrants Purchase Agreement, dated
as of                     , 2010 (the “Sponsor Warrants Purchase Agreement”), with 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” and, collectively, the “Sponsors”), pursuant to which the
Sponsors will purchase an aggregate of 5,000,000 Warrants bearing the legend set forth in
Exhibit B hereto (the “Sponsor Warrants”) at a purchase price of $0.50 per Sponsor Warrant,
to be sold to the Sponsor simultaneously with the closing of the Offering (as defined below); and



     WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the
Company’s equity securities, each such unit comprised of one share of the Common Stock (as defined
below) and one Offering Warrant (as defined below) (the “Units”) and, in connection therewith, has
determined to issue and deliver up to 5,000,000 warrants to public investors in the Offering (the
“Offering Warrants” and, together with the Sponsor Warrants, the “Warrants”), each such Warrant
evidencing the right of the holder thereof to purchase one share of the common stock of the
Company, par value $0.0001 per share (the “Common Stock”), for $11.50 per share, subject to
adjustment as described herein; and



     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-1, No. 333-168949 (the “Registration Statement”) and prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Units, the Offering Warrants and the Common Stock included in the Units;
and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



     1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act
as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement



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     2. Warrants



          2.1. Form of Warrant. Each Warrant shall be issued in registered form only and shall
be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board,
President, Chief Executive Officer, Secretary or other principal officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.




          2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.




          2.3. Registration




               2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”), for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.



               2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the
Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.



          2.4. Detachability of Warrants. The Common Stock and Offering Warrants comprising the
Units shall begin separate trading on the fifth (5th) day following the earlier to occur of (i)
expiration of the underwriters’ Over-allotment Option (as defined below), (ii) exercise in full of
the underwriters’ Over-allotment Option or (iii) announcement by the underwriters of their
intention not to exercise all or any remaining portion of the Over-allotment Option, provided that,
if such fifth (5th) day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of
Morgan Joseph LLC (“MJ”), as representative of the several underwriters, but in no event shall the
Common Stock and the Offering Warrants comprising the Units be separately traded until (A) the
Company has filed a current report on Form 8-K with the Commission containing an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the
proceeds received by the Company from the exercise by the underwriters of their right to purchase
additional shares of the Common Stock in the Offering (the “Over-allotment Option”), if the
Over-allotment Option is exercised prior to the filing of the Form 8-K and (B) the Company issues a
press release and files with the Commission a current report on Form 8-K announcing when such
separate trading shall begin.




          2.5. Warrant Attributes.




               2.5.1. Sponsor Warrants. The Sponsor Warrants shall be identical to the Offering
Warrants, except that so long as they are held by the Sponsors, or any of their Permitted



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Transferees (as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a
cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination (as defined below), and (iii) shall not be redeemable by the Company; provided,
however, that in the case of (ii), the Sponsor Warrants and any shares of the Common Stock
held by the Sponsors and issued upon exercise of the Sponsor Warrants may be transferred by the
Sponsors: (a) to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors or any affiliate of the Sponsors or to any limited partner(s) of
the Sponsors; (b) in the case of John L. Shermyen, by gift to a member of his immediate family or
to a trust, the beneficiary of which is a member of his immediate family or to a charitable
organization; (c) in the case of John L. Shermyen, by virtue of the laws of descent and
distribution upon the death of John L. Shermyen; (d) in the case of John L. Shermyen, pursuant to a
qualified domestic relations order; (e) by virtue of the laws of the state of Delaware or a
Sponsor’s limited partnership agreement upon dissolution of a Sponsor; (f) in the event of the
Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (g)
in the event that the Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction that results in all of the holders of the Company’s equity securities issued in
the Offering having the right to exchange their shares of the Common Stock for cash, securities or
other property subsequent to the consummation of the Company’s initial Business Combination;
provided, however, that, in the case of clauses (a) through (d), these transferees
(the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions in this Agreement.




     3. Terms and Exercise of Warrants.



          3.1. Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of the Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in
this Warrant Agreement shall mean the price per share at which shares of the Common Stock may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less
than twenty (20) Business Days, provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided further that any such reduction shall be identical among all of the Warrants.




          3.2. Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the later of: (i) the date that is thirty (30) days after the
first date on which the Company completes a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or
more businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the
earlier to occur of: (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company, or (z) other than
with respect to the Sponsor Warrants, the Redemption Date (as defined below) as provided in
Section 6.2 hereof (the “Expiration Date”); provided, however, that the
exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set
forth in subsection 3.3.2 below with respect to an effective registration statement. Except
with respect to the right to receive the Redemption Price (other than with respect to a Sponsor
Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant
(other than a Sponsor Warrant in the event of a redemption) not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by delaying






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the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior
written notice of any such extension to Registered Holders of the Warrants and, provided further
that any such extension shall be identical in duration among all the Warrants.




     3.3. Exercise of Warrants.



               3.3.1. Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full
share of the Common Stock as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of the
Common Stock and the issuance of such Common Stock, as follows:




     (a) in lawful money of the United States, in good certified check or good bank
draft payable to the order of the Warrant Agent;




     (b) in the event of a redemption pursuant to Section 6 hereof in which
the Company’s board of directors (the “Board”) has elected to require all holders of
the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the
Warrants for that number of shares of the Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of the Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price and
the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and
Section 6.3, the “Fair Market Value” shall mean the average last sale price
of the Common Stock for the ten (10) trading days ending on the
third
(3rd) trading day
prior to the date on which the notice of redemption is sent to the holders of the
Warrants, pursuant to Section 6 hereof;




     (c) with respect to any Sponsor Warrant, so long as such Sponsor Warrant is
held by a Sponsor or its Permitted Transferees, by surrendering the Warrants for
that number of shares of the Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of the Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.3.1(c), by (y) the Fair Market Value. Solely
for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean
the average last sale price of the Common Stock for the ten (10) trading days ending
on the third trading day prior to the date on which notice of exercise of the
Warrant is sent to the Warrant Agent; or




     (d) as provided in Section 7.4 hereof.



               3.3.2. Issuance of Shares of Common Stock on Exercise. As soon as practicable after
the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if
payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a certificate or certificates for the number of full shares of the Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of the
Common Stock pursuant to the exercise of a Warrant and shall have



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no obligation to settle such Warrant exercise unless a registration statement under the
Securities Act with respect to the shares of the Common Stock underlying the Offering Warrants is
then effective and a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall
not be obligated to issue shares of the Common Stock upon exercise of a Warrant unless the Common
Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the Registered Holder of the Warrants. In
the event that the conditions in the two immediately preceding sentence are not satisfied with
respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and
such Warrant may have no value and expire worthless. In no event shall the Company be required to
net cash settle any Warrant. In the event that a registration statement is not effective for the
exercised Offering Warrants, the purchaser of a Unit containing such Offering Warrant shall have
paid the full purchase price for the Unit solely for the shares of the Common Stock underlying such
Unit.




               3.3.3. Valid Issuance. All shares of the Common Stock issued or issuable upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.



               3.3.4. Date of Issuance. Each person in whose name any certificate for shares of the
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares of the Common Stock on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the share transfer books of the Company are
closed, such person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the share transfer books are open.



               3.3.5. Maximum Percentage. A holder of a Warrant may notify the Company in writing in
the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such
Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of
9.8% (the “Maximum Percentage”) of the shares of the Common Stock outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of the Common Stock beneficially owned by such person and its affiliates shall include the
number of shares of the Common Stock issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude shares of the Common Stock that
would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by
such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in
determining the number of outstanding shares of the Common Stock, the holder may rely on the number
of outstanding shares of the Common Stock as reflected in (1) the Company’s most recent Form 10-K,
Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
Continental Stock Transfer & Trust Company (the “Transfer Agent”) setting forth the number of
shares of the Common Stock outstanding. For any reason at any time, upon the written request of the
holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in
writing to such holder the number of shares of the Common



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Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by
the holder and its affiliates since the date as of which such number of outstanding shares of the
Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other
percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the
Company.




     4. Adjustments



          4.1. Stock Dividends.




               4.1.1. Split-Ups. If after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of the Common Stock is increased by a
stock dividend payable in shares of the Common Stock, or by a split-up of shares of the Common
Stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of the Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in the outstanding shares of the Common Stock. A rights
offering to holders of the Common Stock entitling holders to purchase shares of the Common Stock at
a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a
number of shares of the Common Stock equal to the product of (i) the number of shares of the Common
Stock actually sold in such rights offering (or issuable under any other equity securities sold in
such rights offering that are convertible into or exercisable for the Common Stock) multiplied by
(ii) the quotient of (x) the price per share of the Common Stock paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the
rights offering is for securities convertible into or exercisable for the Common Stock, in
determining the price payable for the Common Stock, there shall be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of the Common Stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.



               4.1.2. Extraordinary Dividends. If the Company, at any time while the Warrants are
outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other
assets to the holders of the Common Stock on account of such shares of Common Stock (or other
shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to
satisfy the redemption rights of the holders of the Common Stock in connection with a proposed
initial Business Combination, (d) as a result of the repurchase of shares of Common Stock by the
Company if a proposed initial Business Combination is presented to the stockholders of the Company
for approval or (e) in connection with the Company’s liquidation and the distribution of its assets
upon its failure to consummate a Business Combination (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of the Common Stock in respect of such Extraordinary Dividend. For purposes of
this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share of the Common Stock basis, with the per share
amounts of all other cash dividends and cash distributions paid on the Common Stock during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to
appropriately reflect any of the events referred to in other subsections of this Section 4
and excluding cash dividends or cash distributions that resulted in an



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adjustment to the Warrant Price or to the number of shares of the Common Stock issuable on
exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the
Company’s Offering).




          4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6 hereof, the number of outstanding shares of the Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of the Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of shares of the Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.




          4.3. Adjustments in Exercise Price. Whenever the number of shares of the Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
be the number of shares of the Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of
shares of the Common Stock so purchasable immediately thereafter.




          4.4. Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of the Common Stock (other than a
change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that
solely affects the par value of such shares of the Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of the Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the
holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in the Warrants and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event
(the “Alternative Issuance”); provided, however, that (i) if the holders of the
Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make
such election, and (ii) if a tender, exchange or redemption offer shall have been made to and
accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by stockholders of the Company as provided
for in the Company’s certificate of incorporation or as a result of the repurchase of shares of
Common Stock by the Company if a proposed initial Business Combination is presented to the
stockholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and
any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the






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outstanding shares of the Common Stock, the holder of a Warrant shall be entitled to receive
as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such Warrant holder had exercised the
Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of
the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4; provided
further, however, that if more than 30% of the consideration receivable by the holders of the
Common Stock in the applicable event is payable in the form of common stock in the successor entity
that is not listed for trading on a national securities exchange or on the OTC Bulletin Board, or
is not to be so listed for trading immediately following such event, then the Warrant Price shall
be reduced by an amount (in dollars) equal to the quotient of (x) $18 (subject to adjustment in
accordance with Section 6.1 hereof) minus the Per Share Consideration (as defined below)
(but in no event, less than zero), and (y): if the applicable event is announced on or prior to the
third anniversary of the closing date of the initial Business Combination, 2; if the applicable
event is announced after the third anniversary of the closing date of the initial Business
Combination and on or prior to the fourth anniversary of the closing date of the initial Business
Combination, 2.5; if the applicable event is announced after the fourth anniversary of the closing
date of the initial Business Combination and on or prior to the Expiration Date, 3. “Per Share
Consideration” means (i) if the consideration paid to holders of the Common Stock consists
exclusively of cash, the amount of such cash per share of the Common Stock, and (ii) in all other
cases, the volume weighted average price of the Common Stock as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event.
If any reclassification or reorganization also results in a change in shares of the Common Stock
covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers.




               4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of such event.



               4.6. No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up to the nearest whole number, the number of the
shares of the Common Stock to be issued to such holder.



               4.7. Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in
its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.



9









 





               4.8. Other Events: In case any event shall occur affecting the Company as to which
none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing, which shall give its opinion as to
whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is
necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a
manner that is consistent with any adjustment recommended in such opinion.



     5. Transfer and Exchange of Warrants.



          5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.




          5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend (as in the case of the Sponsor Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of
counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.




          5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which shall result in the issuance of a warrant certificate
for a fraction of a warrant.




          5.4. Service Charges: No service charge shall be made for any exchange or registration
of transfer of Warrants.




          5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.




          5.6. Transfer of Warrants. Prior to the Detachment Date, the Offering Warrants may be
transferred or exchanged only together with the Unit in which such Warrant is included, and only
for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this
Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.




     6. Redemption



10









 





          6.1. Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time while they are
exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the
Registered Holders of the Warrants, as described in Section 6.2 below, at the price of
$0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock
reported has been at least $17.50 per share (subject to adjustment in compliance with Section
4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending
on the third Business Day prior to the date on which notice of the redemption is given and provided
that there is an effective registration statement covering the shares of Common Stock issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the
30-day Redemption Period (as defined in Section 6.2 below).




          6.2. Date Fixed for, and Notice of, Redemption. In the event that the Company elects
to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than thirty (30) days prior to the Redemption Date to the Registered Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the Registered Holder received such notice.




          6.3. Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or
on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event that the Company determines to require all
holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number
of shares of the Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and
after the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.




          6.4. Exclusion of Sponsor Warrants. The Company agrees that the redemption rights
provided in this Section 6 shall not apply to the Sponsor Warrants if at the time of the
redemption such Sponsor Warrants continue to be held by the Sponsor or its Permitted Transferees.
However, once such Sponsor Warrants are transferred (other than to Permitted Transferees under
subsection 2.5.1), the Company may redeem the Sponsor Warrants, provided that the criteria
for redemption are met, including the opportunity of the holder of such Sponsor Warrants to
exercise the Sponsor Warrants prior to redemption pursuant to Section 6.3. Sponsor Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to
be Sponsor Warrants and shall become Offering Warrants under this Agreement.




     7. Other Provisions Relating to Rights of Holders of Warrants.



          7.1. No Rights as Stockholder. A Warrant does not entitle the Registered Holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.




          7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include






11









 







the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.




          7.3. Reservation of the Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of the Common Stock that shall be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.




          7.4. Registration of the Common Stock. The Company agrees that as soon as practicable,
but in no event later than fifteen (15) Business Days after the closing of its initial Business
Combination, it shall use its best efforts to file with the Commission a post-effective amendment
to the Registration Statement, or a new registration statement, for the registration, under the
Securities Act, of the shares of the Common Stock issuable upon exercise of the Warrants, and it
shall use its best efforts to take such action as is necessary to qualify for sale, in those states
in which the Warrants were initially offered by the Company, the shares of the Common Stock
issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to
become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions
of this Agreement. If any such post-effective amendment or registration statement has not been
declared effective by the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such
post-effective amendment or registration statement being declared effective by the Commission, and
during any other period when the Company shall fail to have maintained an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9)
of the Act or another exemption) for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of the Common Stock underlying the
Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as
defined below) by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair
Market Value” shall mean the volume weighted average price of the Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or
intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be
conclusively determined by the Warrant Agent. The Company shall provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law
experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with
this Section 7.4 is not required to be registered under the Securities Act and (ii) the
shares of the Common Stock issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act) of the Company and, accordingly, shall not be required to bear a
restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been
exercised on a cashless basis, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this Section 7.4. In addition,
the Company agrees to use its best efforts to register the shares of the Common Stock issuable upon
exercise of a Warrant under the blue sky laws of the states of residence of the exercising Warrant
holder to the extent an exemption is not available.




     8. Concerning the Warrant Agent and Other Matters.



          8.1. Payment of Taxes. The Company shall from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or






12









 







delivery of shares of the Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.




          8.2. Resignation, Consolidation, or Merger of Warrant Agent.




               8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



               8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
Transfer Agent for the Common Stock not later than the effective date of any such appointment.



               8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.



          8.3. Fees and Expenses of Warrant Agent.




               8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its
obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.



               8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.



          8.4. Liability of Warrant Agent.







13









 








               8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.



               8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.



               8.4.3. Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any
shares of the Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether
any shares of the Common Stock shall, when issued, be valid and fully paid and nonassessable.



          8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the
purchase of shares of the Common Stock through the exercise of the Warrants.




          8.6. Waiver. The Warrant Agent has no right of set-off or any other right, title,
interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as
defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and
between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.




     9. Miscellaneous Provisions.



          9.1. Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.




          9.2. Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:







14









 







L&L Acquisition Corp

265 Franklin Street

20th Floor

Boston, Massachusetts 02110

Attention: Chief Executive Officer



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attention: Compliance Department




          9.3. Applicable Law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by 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 Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.




          9.4. Persons Having Rights under this Agreement. Nothing in this Agreement shall be
construed to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns
and of the Registered Holders of the Warrants.




          9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.




          9.6. Counterparts. This Agreement may be executed in any number of original or
facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.




          9.7. Effect of Headings. The section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.




          9.8. Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered
Holders. All






15









 







other modifications or amendments, including any amendment to increase the Warrant Price or
shorten the Exercise Period and any amendment to the terms of only the Sponsor Warrants, shall
require the written consent of the Registered Holders of 65% of the then outstanding Offering
Warrants. Further, the Sponsor shall not vote any Warrants owned or controlled by it in favor of
such amendment unless the Registered Holders of 65% of the Offering Warrants vote in favor of such
amendment. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.




          9.9. Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.




Exhibit A: Form of Warrant Certificate

Exhibit B: Legend — Sponsor’s Warrants







16









 








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



	 	 	 	 	 
	 	L&L ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Patrick J. Landers 	 
	 	 	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER &
 TRUST
COMPANY, as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



17









 





Exhibit A




WARRANT CERTIFICATE



			
	 	 	 
	NUMBER
	 	WARRANTS
	W-	 	 
	 	 	 
	                    	 	 






(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, FIVE YEARS FROM THE DATE OF CONSUMMATION OF THE

COMPANY’S INITIAL BUSINESS COMBINATION)




L&L ACQUISITION CORP.




CUSIP [_________]




WARRANT



THIS WARRANT CERTIFIES THAT, for value received




or registered agents, is the registered holder of a Warrant or Warrants expiring on a date which is
five (5) years from the date of the Company’s consummation of its initial business combination (the
“Warrant”) to purchase one (1) fully paid and non-assessable share of Common Stock, par value $.0001
per share (the “Shares”), of L&L ACQUISITION CORP., a Delaware corporation (the “Company”), for
each Warrant evidenced by this Warrant Certificate.





The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of
(i) thirty (30) days after the Company’s completion of a business combination through a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share
transaction or other similar business combination or (ii) [   ], 2011 [INSERT DATE THAT IS
TWELVE MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC
OFFERING], such number of Shares at the price of $11.50 per share (the “Warrant Price”), upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check
made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event
shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement, Shares
or other consideration in lieu of physical settlement in Shares of the Company. The Warrant
Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to
certain conditions. The term “Warrant Price” as used in this Warrant Certificate refers to the
price per Share at which Shares may be purchased at the time the Warrant is exercised.




This Warrant will expire on the date first above written if it is not exercised prior to such
date by the registered holder pursuant to the terms of the Warrant Agreement or if it is not
redeemed by the Company prior to such date.



No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of Shares to be issued to the
Warrant holder.






18









 







Upon any exercise of the Warrant for less than the total number of full Shares provided for herein,
there shall be issued to the registered holder(s) hereof or its assignee(s) a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder(s) hereof in person or by attorney duly authorized in writing, may be exchanged
in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any applicable tax or other governmental charge.



The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the
registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.



This Warrant does not entitle the registered holder(s) to any of the rights of a stockholder of the
Company.



The Company reserves the right to call the Warrant at any time prior to its exercise, with a notice
of call in writing to the holder(s) of record of the Warrant, giving 30 days’ notice of such call
at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at
least $17.50 per share on each of twenty (20) trading days within a
thirty (30) trading day period ending on the
third business day prior to the date on which notice of such call is given. The call price of the
Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled on the books of
the Company and have no further value except for the $.01 call price.




COUNTERSIGNED:

CONTINTENTAL STOCK TRANSFER & TRUST COMPANY

WARRANT AGENT

BY:

AUTHORIZED OFFICER



DATED:




(Signature)

CHIEF EXECUTIVE OFFICER



(Seal)




(Signature)

SECRETARY




19









 





[REVERSE OF CERTIFICATE]




SUBSCRIPTION FORM



To Be Executed by the Registered Holder(s) in Order to Exercise Warrants


The undersigned Registered Holder(s) irrevocably elect(s) to exercise _________ Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name(s) of




	 	 	 

	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))
	 
	 	 
	and be delivered to
	 	 
	 

	 	 
 (PLEASE
PRINT OR TYPE NAME(S) AND ADDRESS)




 
 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder(s) at the address(es) stated below:




	 	 	 

	Dated:
	 	 
	 
	 	 
	 

(SIGNATURE(S))

	 	 
	 
	 	 
	(ADDRESS(ES))
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	(TAX IDENTIFICATION NUMBER(S))
	 	 






ASSIGNMENT




To Be Executed by the Registered Holder in Order to Assign Warrants


For Value Received,_____________________hereby sell(s), assign(s), and transfer(s) unto






20









 








	 	 	 

	 

(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

	 	 







			
	and be delivered to	 	 

(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))




of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and
appoint______________________Attorney to transfer this Warrant Certificate on the books of the
Company, with full power of substitution in the premises.



Dated:



                                                            

(SIGNATURE(S))



Notice: The signature(s) to this assignment must correspond with the name(s) as written upon the
face of the certificate in every particular, without alteration or enlargement or any change
whatever.



Signature(s) Guaranteed:




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 SIGNATURE(S) TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME(S)
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY
OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.





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EXHIBIT
B




LEGEND


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH L&L ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.



SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF THE COMMON STOCK OF THE COMPANY ISSUED UPON
EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.




			
	 	 	 
	No.          
           
	 	        
             Warrants






Exhibit B






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	 	L&L ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Patrick J. Landers 	 
	 	 	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST

COMPANY, as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory 	 
	 




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