Lock-Up and Voting Agreement between Churchill Ventures Ltd. and Advisory Board Member Regarding IPO

Summary

This agreement is between Churchill Ventures Ltd. and a stockholder/advisory board member, made in connection with Deutsche Bank Securities Inc.'s underwriting of Churchill's initial public offering (IPO). The stockholder agrees to vote their shares in line with public shareholders on key transactions, waive rights to certain distributions, and restrict the sale or transfer of their shares for a specified period. The agreement also limits compensation and prohibits certain fees or benefits before a business combination is completed, with specific conditions for company dissolution if no business combination occurs within set timeframes.

EX-10.3 11 c43311_ex10-3.htm

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: INITIAL PUBLIC OFFERING

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

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 Company; or the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to consummating a Business Combination with a target business.

7. The undersigned shall not, with respect to those Insider Shares owned directly or indirectly by him, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any

option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other rights to purchase shares of Common Stock or any such securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other rights to purchase shares of Common Stock or any such securities, whether any such transaction is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii) until with respect to his Insider Shares, one year following the consummation of the Business Combination (the “Lock-Up Period”). Notwithstanding the foregoing, the undersigned may transfer his Insider Shares during the Lock-Up Period (i) by gift to a member of the undersigned’s immediate family or to a trust, the beneficiary of which is a member of an undersigned’s immediate family, an affiliate of the undersigned or to a charitable organization, (ii) by virtue of the laws of descent and distribution upon death of the undersigned, (iii) pursuant to a qualified domestic relations order, or (iv) in the event of a liquidation of the Company prior to a Business Combination or the consummation of a liquidation, merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s consummating a Business Combination with a target business; provided, however, that the permissive transfers pursuant to clauses (i) - (iii) may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this letter agreement, including with respect to the voting requirements pertaining to the Insider Shares. During the Lock-Up Period, the undersigned shall not grant a security interest in his Insider Shares.

8. The undersigned is a member of the advisory board of the Company and agrees to provide advisory services as requested on the Company’s operations and potential business combinations on and from the effective date of the IPO. The Company agrees to use its best efforts to obtain an insurance policy that will cover the undersigned in his advisory role. The Company agrees to indemnify and hold the undersigned harmless for his actions while an advisor (including his legal fees and expenses). The undersigned will not owe any fiduciary duties to the Company of any kind, and will simply be available to consult as requested on the Company operations and potential business combinations. The undersigned’s biographical information furnished to the Company and Deutsche Bank and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company and Deutsche Bank and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that:

(a) he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b) he has never been convicted of or pleaded guilty to any crime: (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as a member of the advisory board of the Company.

10. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to Deutsche Bank and its legal representatives or agents (including any investigative search firm retained by Deutsche Bank) any information they may have about the undersigned’s background and finances (the “Information”). Neither Deutsche Bank nor its agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that connection.

11. As used herein, (i) a “Business Combination” shall mean the initial acquisition or concurrent acquisitions, as the case may be, by the Company, whether by merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, of an operating business or businesses, as the case may be, in the communications, media or technology industries; (ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company owned by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO; and (v) “Sponsor Warrants” shall mean warrants to purchase 4,000,000 shares of Common Stock that shall be purchased by the Related Party from the Company at a price of $1.00 per warrant, for a total of $4 million, in a private placement prior to completion of the IPO.

12. The undersigned acknowledges and understands that the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

13. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of the Business Combination and (ii) the

Liquidation Date; provided that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

14. This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

[Signature page follows]

The undersigned hereby executes this letter agreement as of July 6, 2006.



	Thomas Baxter

EXHIBIT A

Thomas Baxter has served as a member of the advisory board since our inception. Mr. Baxter is a private investor. From October 2001 until January 2005, Mr. Baxter served as President of Time Warner Cable, a division of Time Warner Inc. (NYSE: TWX). From 2000 to January 2001, Mr. Baxter was the President and Chief Executive of Audible, Inc. (NASDAQ: ADBL), an internet company focused on audio programming. From 1998 until 2000, Mr. Baxter was an operating partner at Evercore Partners, an investment banking and private equity firm. From 1989 until 1998, Mr. Baxter was the President of Comcast Cable. Mr. Baxter is also a director of Dycom Industries Inc. (NYSE: DY), a provider of specialty contracting services to the telecommunications industry.