Exhibit 10.1
July 6, 2006
Churchill Ventures Ltd.
50 Revolutionary Road
Scarborough, New York 10510
Deutsche Bank Securities Inc.
60 Wall Street, NYC60-1015
New York, NY 10005
Re: I
NITIAL P UBLIC O FFERING
Gentlemen:
The
undersigned officer and director of Churchill Ventures Ltd., a
Delaware corporation (the “ Company ”), in
consideration of Deutsche Bank Securities Inc. (“ Deutsche
Bank ”) entering into a letter of intent (the “
Letter of Intent ”) to underwrite an initial public
offering (the “ IPO ”) of the Company’s
units (the “ Units ”), each composed of one
share of the Company’s common stock, par value $.001 per
share (the “ Common Stock ”), and one warrant
which is exercisable for one share of Common Stock (a “
Warrant ”) and embarking on the IPO process, hereby
agrees as follows (certain capitalized terms used herein are
defined in paragraph 12 hereof):
1. If
the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all his Insider Shares in
accordance with the majority of the votes cast by the holders of
the IPO Shares. The undersigned hereby waives any and all rights to
convert his Insider Shares in connection with a Business
Combination. If the Company solicits approval of its stockholders
for dissolution and a plan of distribution of assets, the
undersigned will vote all shares of common stock owned by him in
favor of such plan.
2. In
the event that the Company fails to consummate a Business
Combination within (i) 18 months from the effective date
(“ Effective Date ”) of the registration
statement relating to the IPO (the “ Registration
Statement ”) or (ii) 24 months after the
Effective Date, if a letter of intent, agreement in principle or
definitive agreement has been executed with respect to a Business
Combination within 18 months after the Effective Date, but the
Business Combination has not been consummated within such
18 month period (the date of the first such failure to occur,
the “ Transaction Failure Date ”), the
undersigned will take all reasonable actions within his or its
power to (i) cause the Trust Account to be liquidated and
distributed to the holders of the IPO Shares as soon as practicable
and (ii) cause the Company to dissolve and liquidate as soon
as practicable (the earliest date on which the conditions in
clauses (i) and (ii) are both satisfied being the “
Liquidation Date ”). The undersigned agrees,
(i) if the Company seeks approval of the Company’s
stockholders to consummate a Business Combination more than 18
months after the date of the IPO, the undersigned will vote to
adopt and recommend to the Company’s stockholders a plan of
distribution to be included in the proxy statement related to the
Business Combination and such proxy statement will seek stockholder
approval for
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dissolution and a plan of
distribution in the event the Company’s stockholders do not
approve the Business Combination, and (ii) if no proxy
statement seeking the approval of the Company’s stockholders
for a Business Combination has been filed more than 18 months after
the date of the IPO (unless the date has been extended), the
undersigned shall vote to adopt and recommend to the
Company’s stockholders the Company’s dissolution. The
undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distributions of the trust account
with JPMorgan Chase Bank, NA (the “ Trust Account
”), or to any other amounts distributed in connection with a
liquidating distribution of the Company including with respect to
his Insider Shares (“ Claim ”) and hereby waives
any Claim the undersigned may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason
whatsoever.
3. The
undersigned agrees to indemnify and hold harmless the Company,
jointly and severally with the other officers of the Company,
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or
any claim whatsoever) to which the Company may become subject as a
result of (i) any claim by any vendor or other person who is
owed money by the Company for services rendered or products sold,
or (ii) any claim by any prospective target that the Company
did not pay or reimburse such target for the fees and expenses of
third party providers of services (such as accountants, consultants
and attorneys) to the target that the Company agreed in writing
with the target to be liable for, in accordance with the terms of
such agreement, if such person or entity does not provide a valid
and enforceable waiver to rights or claims to the Trust Account so
as to ensure that the proceeds in the Trust Account are not reduced
by the claims of such persons that are owed money by the Company
for services rendered or products sold to the Company, but in each
case only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount in
the Trust Account (or, in the event that such claim arises after
the distribution of the Trust Account, to the extent necessary to
ensure that the Company’s former stockholders, other than the
officers of the Company, are not liable for any amount of such
loss, liability, claim, damage or expense).
4. The
undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which
is affiliated with any of the Insiders unless the Company obtains
an opinion from an independent investment banking firm reasonably
acceptable to Deutsche Bank that the business combination is fair
to the Company’s stockholders from a financial
perspective.
5. Neither
the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive and
will not accept any compensation for services rendered to the
Company prior to the consummation of the Business Combination;
provided , that until the earlier of (i) the completion of
the Business Combination and (ii) dissolution of the Company,
Churchill Capital Partners LLC, a Delaware limited liability
company (the “ Related Party ”), shall be
entitled to a fee of $7,500 per month, to compensate it for the
Company’s use of the Related Party’s offices, utilities
and personnel. The Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a
Business
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Combination. In addition, the
Related Party has advanced to the Company a loan of $240,000, which
shall be used to pay a portion of the expenses related to the IPO.
The loan is due and payable on the consummation of the IPO and will
be repaid out of the net proceeds of the IPO not placed in the
trust account.
6. Neither
the undersigned, any member of the family of the undersigned, nor
any Affiliate of any of the foregoing will be entitled to receive
and will not accept a finder’s fee or any other compensation
from the Company or any other person or entity in the event the
undersigned, any member of the family of the undersigned or any
Affiliate of any of the foregoing originates a Business
Combination.
7. The
undersigned agrees that his Insider Shares will be subject to
restr
