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.
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.
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.
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.”
