EXHIBIT 10.1 12,500,000 Units Churchill Ventures Ltd. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 14th, 2007 • Churchill Ventures LTD • Blank checks • New York
EXHIBIT 10.2Warrant Agreement • March 14th, 2007 • Churchill Ventures LTD • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ______, 2006, by and among, Churchill Ventures Ltd., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Exhibit 1.1 12,500,000 Units Churchill Ventures Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2007 • Churchill Ventures LTD • Blank checks • New York
12,500,000 Units Churchill Ventures Ltd. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 12th, 2007 • Churchill Ventures LTD • Blank checks • New York
Exhibit 4.5 WARRANT AGREEMENT Agreement made as of [_____], 2007 between Churchill Ventures Ltd., a Delaware corporation, with offices at 50 Revolutionary Road, Scarborough, New York 10510 ("COMPANY"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • February 12th, 2007 • Churchill Ventures LTD • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
Agreement made as of [_____], 2006 between Churchill Ventures Ltd., a Delaware corporation, with offices at 50 Revolutionary Road, Scarborough, New York 10510 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this "AGREEMENT") is made as of February 28, 2007, by and between Churchill Ventures Ltd., a Delaware corporation (the "COMPANY"), and JPMorgan Chase Bank,...Investment Management Trust Agreement • March 14th, 2007 • Churchill Ventures LTD • Blank checks • New York
Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the ____ day of ______, 2007, by and among, Churchill Ventures Ltd., a Delaware corporation (the "COMPANY"); and the undersigned...Registration Rights Agreement • February 12th, 2007 • Churchill Ventures LTD • Blank checks • New York
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ______________________________Subscription Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
WARRANT AGREEMENTWarrant Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
Agreement made as of [_____], 2006 between Churchill Ventures Ltd., a Delaware corporation, with offices at 50 Revolutionary Road, Scarborough, New York 10510 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 7th, 2006 • Churchill Ventures LTD • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2006, is entered into by and among Churchill Ventures Ltd., a Delaware corporation (the “Company”), and Churchill Capital Partners LLC, a Delaware limited liability company (“Sponsor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of __________ , 2006, by and between Churchill Ventures Ltd., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, NA (the “Trustee”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
RESTRICTED STOCK AGREEMENT CHURCHILL VENTURES LTD.Restricted Stock Agreement • March 18th, 2008 • Churchill Ventures LTD • Blank checks • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is executed and delivered as of February 29, 2008 by and between Churchill Ventures Ltd., a Delaware corporation (the “Company”), and ___________ (the “Recipient”).
WHEREAS:Supplemental Warrant Purchase Agreement • February 12th, 2007 • Churchill Ventures LTD • Blank checks • New York
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 13th, 2006 • Churchill Ventures LTD • New York
UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 11, 2006, is entered into by and among Churchill Ventures Ltd., a Delaware corporation (the “Company”), and Churchill Capital Partners LLC, a Delaware limited liability company (“Buyer”).
CHURCHILL VENTURES LTD. 50 REVOLUTIONARY ROAD SCARBOROUGH, NEW YORK 10510Churchill Ventures LTD • September 12th, 2006 • Blank checks
Churchill Ventures Ltd., a Delaware corporation (the “Company”) and Churchill Capital Partners LLC, a Delaware limited liability company (the “Subscriber”) entered into an amended and restated subscription agreement, dated as of July 6, 2006 (the “Amended and Restated Subscription Agreement”), whereby the Subscriber purchased 3,160,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company for an aggregate purchase price of US$15,800. Effective as of September 5, 2006, the Company agrees to purchase 125,000 shares (the “Shares”) of Common Stock held by the Subscriber, retire the Shares and return $625 to the Subscriber in order to effect a reduction in capital of the Company.
CHURCHILL VENTURES LTD. July 6, 2006Churchill Ventures LTD • July 13th, 2006
This letter will confirm our agreement that commencing on June 1, 2006 Churchill Capital Partners LLC (“CP”) shall make available to Churchill Ventures Ltd. (“CVL”) certain office space and general and administrative services as may be required by CVL, situated at 50 Revolutionary Road, Scarborough, New York, 10510. In exchange therefore, CVL shall pay CP the sum of $7,500 per month. CVL will pay CP the $7,500 monthly fee each month until the earlier of (i) the completion of CVL’s initial business combination and (ii) CVL’s dissolution.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 18th, 2008 • Churchill Ventures LTD • Blank checks • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into this 29th day of February, 2008, by and between ___________ (“Buyer”) and Churchill Ventures Limited, a Delaware corporation (“Company”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ______________________________Subscription Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of __________, 2006, by and between Churchill Ventures Ltd., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, NA (the “Trustee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Churchill Ventures LTD • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Churchill Ventures Ltd. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
12,500,000 Units Churchill Ventures Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2006 • Churchill Ventures LTD • Blank checks • New York
Churchill Ventures Ltd., a Delaware corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (the “Underwriter”) an aggregate of 12,500,000 units (the “Units”), with each unit consisting of one share of the Company’s common stock, $.001 par value (the “Common Stock”), and one warrant (the “Warrants”) to purchase Common Stock (the “Firm Units”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 1,250,000 additional units of the Company (the “Option Units” and together with the Firm Units, the “Units”) as set forth below. The terms of the Warrants are provided for in the form of the Warrant Agreement (defined herein). The Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants are herein collectively called the “Securities.”
