0000930413-06-005250 Sample Contracts

UNIT PURCHASE AGREEMENT
Unit 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”).

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CHURCHILL VENTURES LTD. July 6, 2006
Office Space and Administrative Services Agreement • July 13th, 2006 • Churchill Ventures LTD

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.

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