Exhibit 10.17
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 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 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 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 wi
