L&L ACQUISITION CORP.
CODE OF CONDUCT AND ETHICS
of Conduct and Ethics (this Code) sets forth the guiding principles by which we operate our company
and conduct our daily business with our stockholders, customers, vendors and with each other. These
principles apply to all of the directors, officers and employees of L&L Acquisition Corp. and its
subsidiaries, if any (referred to in this Code as the Company).
Complying with Laws, Regulations, Policies and Procedures
All directors, officers and employees of the Company are expected to understand, respect and comply
with all of the laws, regulations, policies and procedures that apply to them in their positions
with the Company. Employees are responsible for talking to their supervisors to determine which
laws, regulations and Company policies apply to their position and what training is necessary to
understand and comply with them.
Directors, officers and employees are directed to specific policies and procedures available to
persons they supervise.
Conflicts of Interest
All directors, officers and employees of the Company should be scrupulous in avoiding any action or
interest that conflicts with, or gives the appearance of a conflict with, the Companys interests.
A conflict of interest exists whenever an individuals private or business interests interfere or
conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A
conflict situation can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her work for the Company objectively and effectively.
Conflicts of interest may also arise when a director, officer or employee or a member of his or her
family receives improper personal benefits as a result of his or her position with the Company,
whether from a third party or from the Company. Any use of the Companys products and services by
Company employees should generally be done on an arms length basis and in compliance with
All directors, officers and employees of the Company are obligated to disclose potential and actual
conflicts of interest as and when they arise. Subject to any pre-existing fiduciary duty which
exists prior to the time of becoming a director, officer or employee of the Company, all directors,
officers and employees of the Company are prohibited from participating in any transaction that is
or may pose a conflict of interest with the Company without the prior written consent of the
If a conflict of interest shall arise, our directors, officers and employees shall act in a manner
expected to advance and protect the Companys interests, subject to any pre-existing fiduciary
duties or contractual obligations. Conflicts of interest may not always be clear-cut, so if a
question arises, an officer or employee should consult with higher levels of management, the
Companys Board of Directors (the Board) or the Companys counsel. Any employee, officer or
director who becomes aware of a conflict
or potential conflict should bring it to the attention of a supervisor, manager or other
Directors, officers and employees are prohibited from (a) taking for themselves personally
opportunities that properly belong to the Company or are discovered through the use of corporate
property, information or position; (b) using corporate property, information or position for
personal gain; and (c) subject to pre-existing fiduciary obligations, competing with the Company;
provided, however, such prohibition will not extend to potential corporate opportunities reviewed
by, and rejected as unsuitable for the Company by, the independent members of the Board.
Directors, officers and employees owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.
Directors, officers and employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its suppliers, counterparties or customers, except when
disclosure is specifically authorized by the Board or required by laws, regulations or legal
proceedings. Confidential information includes all non-public information that might be material to
investors or of use to competitors of the Company or harmful to the Company or its counterparties,
customers or employees if disclosed.
We seek to outperform our competition fairly and honestly. We seek competitive advantages through
superior performance, never through unethical or illegal business practices. Stealing proprietary
information, possessing or utilizing trade secret information that was obtained without the owners
consent or inducing such disclosures by past or present employees of other companies is prohibited.
Each director, officer and employee is expected to deal fairly with the Companys customers,
suppliers, competitors, officers and employees. No one should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing.
Protection and Proper Use of the Company Assets
All directors, officers and employees should protect the Companys assets and ensure their
efficient use. All Company assets should be used only for legitimate business purposes.
Public Company Reporting
As a public company, it is of critical importance that the Companys filings with the Securities
and Exchange Commission (the SEC) be accurate and timely and not contain any known material
misrepresentation or omission. Depending on their position with the Company, an employee, officer
or director may be called upon to provide necessary information to assure that the Companys public
reports are complete, fair and understandable. The Company expects employees, officers and
directors to take this responsibility very seriously and to provide prompt accurate answers to
inquiries related to the Companys public disclosure requirements.
Inside Information and Securities Trading
The Companys directors, officers or employees who have access to material, non-public information
are not permitted to use that information for stock trading purposes or for any purpose unrelated
to the Companys business. It is also against the law to trade or to tip others who might make an
investment decision based on inside company information. For example, using non-public information
to buy or sell the Companys stock, options in the Companys stock or the stock of any Company
supplier, customer or competitor is prohibited. The consequences of insider trading violations can
be severe. These rules also apply to the use of material, nonpublic information about other
companies (including, for example, our customers, competitors and potential business partners). In
addition to employees, these rules apply to an employees spouse, children, parents and siblings,
as well as any other family members living in the employees home.
Financial Statements and Other Records
All of the Companys books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Companys transactions and must both conform to
applicable legal requirements and to the Companys system of internal controls. Unrecorded or off
the books funds or assets should not be maintained unless permitted by applicable law or
Records should always be retained or destroyed according to the Companys record retention
policies. In accordance with those policies, in the event of litigation or governmental
investigation, please consult Board or the Companys counsel.
Improper Influence on Conduct of Audits
No director or officer, or any other person acting under the direction thereof, shall directly
or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public
or certified public accountant engaged in the performance of an audit or review of the financial
statements of the Company or take any action that such person knows or should know that if
successful could result in rendering the Companys financial statements materially misleading. Any
person who believes such improper influence is being exerted should report such action to such
persons supervisor, or if that is impractical under the circumstances, to any of our directors.
Types of conduct that could constitute improper influence include, but are not limited to, directly
||offering or paying bribes or other financial incentives, including future employment or
contracts for non-audit services;
||providing an auditor with an inaccurate or misleading legal analysis;
||threatening to cancel or canceling existing non-audit or audit engagements if the
auditor objects to the Companys accounting;
||seeking to have a partner removed from the audit engagement because the partner objects
to the Companys accounting;
||making physical threats.
The Company complies with the anti-corruption laws of the countries in which it does business,
including the U.S. Foreign Corrupt Practices Act (FCPA). Directors, officers and employees will not
directly or indirectly give anything of value to government officials, including employees of
or foreign political candidates. These requirements apply both to Company employees and agents,
such as third party sales representatives, no matter where they are doing business. If you are
authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining
a written agreement to uphold the Companys standards in this area.
REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
Reporting Illegal or Unethical Behavior
Employees, officers and directors who suspect or know of violations of this Code or illegal or
unethical business or workplace conduct by employees, officers or directors have an obligation to
contact either their supervisor or superiors. If the individuals to whom such information is
conveyed are not responsive, or if there is reason to believe that reporting to such individuals is
inappropriate in particular cases, then the employee, officer or director may contact the Chief
Executive Officer or the Secretary of the Company. Such communications will be kept confidential to
the extent feasible. If the employee is still not satisfied with the response, the employee may
contact the Chairman of the Board or any of the Companys outside directors.
The Companys policy is to comply with all applicable financial reporting and accounting
regulations. If any director, officer or employee of the Company has unresolved concerns or
complaints regarding questionable accounting or auditing matters of the Company, then he or she is
encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the
Companys directors. Subject to their legal duties, the directors will treat such submissions
The Company prohibits retaliation of any kind against individuals who have made good faith reports
or complaints of violations of this Code or other known or suspected illegal or unethical conduct.
Amendment, Modification and Waiver
This Code may be amended or modified by the Board. Only the Board or a committee of the Board with
specific delegated authority may grant waivers of this Code of Conduct and Ethics. Waivers will be
disclosed to stockholders as required by the Securities Exchange Act of 1934, as amended and the
rules thereunder and the applicable rules of any exchange upon which the securities of the Company
Violation of this Code of Conduct and Ethics is grounds for disciplinary action up to and including
termination of employment. Such action is in addition to any civil or criminal liability which
might be imposed by any court or regulatory agency.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL
Attached hereto is the Code of Conduct and Ethics applicable to all directors, officers and
employees of the Company. The Chief Executive Officer and all senior financial officers, including
the Chief Financial Officer and principal accounting officer, are bound by the provisions set forth
therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition
to the Code of Conduct and Ethics, the Chief Executive Officer and all senior financial officers
are subject to the following additional specific policies:
1. Act with honesty and integrity, avoiding actual or apparent conflicts between
personal, private interests and the interests of the Company, including receiving improper personal
benefits as a result of his or her position.
2. Disclose to the Chief Executive Officer and the Board any material transaction or
relationship that reasonably could be expected to give rise to a conflict of interest.
3. Perform responsibilities with a view to causing periodic reports and documents
filed with or submitted to the SEC and all other public communications made by the Company to
contain information that is accurate, complete, fair, objective, relevant, timely and
understandable, including full review of all annual and quarterly reports.
4. Comply with laws, rules and regulations of federal, state and local governments
applicable to the Company and with the rules and regulations of private and public regulatory
agencies having jurisdiction over the Company.
5. Act in good faith, responsibly, with due care, competence and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to be compromised or
6. Respect the confidentiality of information acquired in the course of performance
of his or her responsibilities except when authorized or otherwise legally obligated to disclose
any such information; not use confidential information acquired in the course of performing his or
her responsibilities for personal advantage.
7. Share knowledge and maintain skills important and relevant to the needs of the
Company, its stockholders and other constituencies and the general public.
8. Proactively promote ethical behavior among subordinates and peers in his or her
work environment and community.
9. Use and control all corporate assets and resources employed by or entrusted to
him or her in a responsible manner.
10. Not use corporate information, corporate assets, corporate opportunities or his or
her position with the Company for personal gain; not compete directly or indirectly with the
11. Comply in all respects with the Companys Code of Conduct and Ethics.
12. Advance the Companys legitimate interests when the opportunity arises.
The Board will investigate any reported violations and will oversee an appropriate response,
including corrective action and preventative measures. Any officer who violates this Code will
face appropriate, case specific disciplinary action, which may include demotion or discharge.
Any request for a waiver of any provision of this Code must be in writing and addressed to the
Chairman of the Board. Any waiver of this Code will be disclosed promptly on Form 8-K or any other
means approved by the SEC.
It is the policy of the Company that each officer covered by this Code shall acknowledge and
certify to the foregoing annually and file a copy of such certification with the Chairman of the
I have read and understand the foregoing Code of Conduct and Ethics. I hereby certify that I
am in compliance with the foregoing Code of Conduct and Ethics and I will comply with the Code in
the future. I understand that any violation of the Code will subject me to appropriate
disciplinary action, which may include demotion or discharge.