Exhibit 10.3
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 stockholder and member of the advisory board 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 11
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
dissolution and a plan of distribution in the event the
Company’s stockholders do not approve the
1
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 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.
4. 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 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.
5. 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.
6. The
undersigned agrees that his Insider Shares will be subject to
restrictions on sale or other transfer until the earlier of one
year following the date of the Business Combination; dissolution of
the Com
