exv10w14






Exhibit 10.14




CONTRIBUTION AGREEMENT




     This Contribution Agreement (this “Agreement”), dated as of November  , 2010, is made and
entered into by and among L&L Acquisition Corp., a Delaware corporation (the “Company”), John L.
Shermyen, an individual residing at 11715 NW 122 Terrace, Alachua, Florida 32615, 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”).



     WHEREAS, pursuant to those certain Securities Purchase Agreements, effective as of July 26,
2010, by and between the Company and each of the Sponsors (the “Securities Purchase Agreements”),
the Sponsors purchased an aggregate of 1,437,500 shares of common stock of the Company, par value
$0.0001 per share (“Common Stock”);



     WHEREAS, pursuant to that certain Securities Assignment Agreement, effective as of October 4,
2010, by and among the Sponsors and each of the Buyers (as defined therein), the Sponsors assigned
an aggregate of 71,156 shares of Common Stock to such Buyers;



     WHEREAS, pursuant to that certain Securities Assignment Agreement, effective as of November 2,
2010, by and among the Sponsors and each of the Buyers (as defined therein), the Sponsors assigned
an aggregate of 45,282 shares of Common Stock to such Buyers;



     WHEREAS, pursuant to the Company’s registration statement filed with the Securities and
Exchange Commission on Form S-1, No. 333-168798 (the “Registration Statement”), the Company is
contemplating conducting an initial public offering of units, each unit consisting of one share of
Common Stock and one warrant, and decreasing the contemplated size of such initial public offering
of units from $50,000,000 to $40,000,000; and



     WHEREAS, the Sponsors wish to return to the Company for cancellation an aggregate of 287,500
shares of Common Stock.



     NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:



     Section 1 Assignment of Shares. Each Sponsor hereby assigns and surrenders to the
Company for cancellation the number of shares indicated on Exhibit A hereto. After giving
effect to the cancellation of such shares of Common Stock, each Sponsor acknowledges that it holds
the number of shares indicated on Exhibit A hereto.



     Section 2 No Conflicts. Each party represents and warrants that neither the execution
and delivery of this Agreement by such party, nor the consummation or performance by such party of
any of transactions contemplated hereby, will with or without notice or lapse of time, constitute,
create or result in a breach or violation of, default under, loss of benefit or right under or
acceleration of performance of any obligation required under any agreement to which it is a party.



 









 





     Section 3 Miscellaneous. This Agreement, together with the certificates, documents,
instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and
understanding of the parties hereto in respect of its subject matter. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties
hereto. Except as otherwise provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written consent of the
other party.



[SIGNATURE PAGE FOLLOWS]




 









 





     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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	 	 
	 	John L. Shermyen 	 
	 	 	 
	 
	 	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 	 
	 



Signature Page to Sponsor Contribution Agreement



 









 





EXHIBIT A




ASSIGNMENT OF SPONSOR SHARES



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Shares Held After
	Name	 	Shares Cancelled	 	Cancellation
	John L. Shermyen

11715 NW 122 Terrace

Alachua, Florida 32615

Fax No.: (386) 462-1247
	 	 	143,750	 	 	 	516,781	 
	LLM Structured Equity

Fund L.P.

265 Franklin Street, 20th

Floor

Boston, MA 02110

Fax No.: (617) 330-7759
	 	 	138,325	 	 	 	497,280	 
	LLM Investors L.P.

265 Franklin Street, 20th

Floor

Boston, MA 02110

Fax No.: (617) 330-7759
	 	 	5,425	 	 	 	19,502