Attached files
file | filename |
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S-1 - FORM S-1 - L&L Acquisition Corp. | b81977sv1.htm |
EX-5.1 - EX-5.1 - L&L Acquisition Corp. | b81977exv5w1.htm |
EX-10.6 - EX-10.6 - L&L Acquisition Corp. | b81977exv10w6.htm |
EX-10.2 - EX-10.2 - L&L Acquisition Corp. | b81977exv10w2.htm |
EX-23.1 - EX-23.1 - L&L Acquisition Corp. | b81977exv23w1.htm |
EX-10.9.2 - EX-10.9.2 - L&L Acquisition Corp. | b81977exv10w9w2.htm |
EX-10.9.3 - EX-10.9.3 - L&L Acquisition Corp. | b81977exv10w9w3.htm |
EX-10.9.1 - EX-10.9.1 - L&L Acquisition Corp. | b81977exv10w9w1.htm |
Exhibit 10.1
PROMISSORY NOTE
Principal Amount: $37,500
|
Dated as of July 29, 2010 | |
Boston, MA |
L&L Acquisition Corp., a Delaware corporation (the Maker), promises to pay to the order of LLM
Structured Equity Fund L.P. or its registered assigns or successors in interest (the Payee), or order,
the principal sum of Thirty Seven Thousand Five Hundred Dollars ($37,500) in lawful money of the
United States of America, on the terms and conditions described below. All payments on this Note
shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in
accordance with the provisions of this Note.
1. Principal. The principal balance of this Promissory Note (this Note) shall be payable on the
earlier of (i) June 30, 2011 or (ii) the date on which Maker consummates an initial public offering
of its securities. The principal balance may be prepaid at any time.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event of default (Event of Default):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within
five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally
to pay its debts as such debts become due, or the taking of corporate action by Maker in
furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under the Federal
Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by
written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid
principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents evidencing the same to the
contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid
principal balance of this Note, and all other sums payable with regard to this Note, shall
automatically and immediately become due and payable, in all cases without any action on the part
of Payee.
6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its
liability shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Makers liability hereunder.
8. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private
or governmental express mail or delivery service providing receipted delivery or (iv) sent by
telefacsimile or (v) to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:
If to Maker:
L&L Acquisition Corp.
265 Franklin Street, 20th Floor
Boston, MA 02110
Attn: Peter Schofield, Chief Financial Officer
265 Franklin Street, 20th Floor
Boston, MA 02110
Attn: Peter Schofield, Chief Financial Officer
If to Payee:
LLM Structured Equity Fund L.P.
265 Franklin Street, 20th Floor
Boston, MA 02110
Attn: Peter Schofield, Chief Financial Officer
(617) 330-7755
265 Franklin Street, 20th Floor
Boston, MA 02110
Attn: Peter Schofield, Chief Financial Officer
(617) 330-7755
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on a telefacsimile transmission confirmation, (iii) the date reflected on a signed
delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and
all right, title, interest or claim of any kind (Claim) in or to any distribution of the trust
account in which the proceeds of the initial public offering (the IPO) conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the
warrants issued in a private placement to occur prior to the effectiveness of the IPO, as described
in greater detail in the registration statement and prospectus filed with the Securities and
Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever.
12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.
13. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may
be made by any party hereto (by operation of law or otherwise) without the prior written consent of
the other party hereto and any attempted assignment without the required consent shall be void.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly
executed by its Chief Executive Officer the day and year first above written.
L&L ACQUISITION CORP. | ||||||
By: Name: |
/s/ John L. Shermyen
|
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Title: | Chief Executive Officer |