Exhibit 10.2
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 stockholder 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 the 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 its 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
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 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
1
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 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 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 Combinatio
