Exhibit 10.12 

WARRANT PURCHASE AGREEMENT




          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”).

WHEREAS:


          A.  The Company has filed a registration statement (the “Registration Statement”) for the initial public offering (the
“IPO”) of units (the “Units”), each unit consisting of one share of the Company’s Common Stock (a
“Share”) and one four year warrant (the “Warrants”) to purchase one Share at an exercise price of $6.00 per
Share exercisable on the later of the Company’s completion of a business combination and one year from the date of the IPO.


          B. The Company and Sponsor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) and by Regulation D (“Regulation D”)
promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);
and


          C. Sponsor had entered into a Unit Purchase Agreement, dated as of July 11, 2006 (the “Unit Purchase Agreement”), with the Company
to purchase 500,000 Units for an aggregate purchase price of Four Million Dollars ($4,000,000) (the “Sponsor Purchase Price”). Sponsor and the Company desire to terminate the
Unit Purchase Agreement and enter into this Agreement whereby Sponsor will acquire warrants to purchase 4,000,000 shares of the Company’s Common Stock (each a “Sponsor Warrant”), each to purchase one share of Common Stock (each a “Warrant Share”) on the terms and conditions described herein.


          NOW THEREFORE, the Company and Sponsor hereby agree as follows:


          1.           PURCHASE AND SALE OF SPONSOR WARRANTS.


                        (a)           Purchase
of Sponsor Warrants. On the Closing Date (as defined
below), the Company shall issue and sell to Sponsor and Sponsor shall  purchase
from the Company the Sponsor Warrants for the Sponsor Purchase Price.


                        (b)           Form
of Payment. On the Closing Date (as defined below),
(i) Sponsor shall pay the Sponsor Purchase Price for the Sponsor Warrants by
 wire transfer of immediately available funds to the Company, in accordance with
the Company’s written wiring instructions, against delivery of the Sponsor
Warrants, and (ii) immediately prior to the closing of the IPO, the Company shall
deposit  the Sponsor Purchase Price into the trust account described in the Registration
Statement (the “Trust Account”).


                        (c)           Closing
Date. Subject to the satisfaction (or written waiver)
of the conditions thereto set forth in Section 6 and Section 7 below, the  date
and time of the issuance and sale of the Sponsor Warrants pursuant to this Agreement
(the “Closing Date”)
shall be no later than 12:00 noon, Eastern Standard Time on the date  (the “Closing
Date”) that the Company 










enters into an underwriting agreement with the underwriter for the IPO. The closing of the transactions contemplated by this Agreement (the “Closing”) shall
occur on the Closing Date at such location as may be agreed to by the parties.


          2.           SPONSOR REPRESENTATIONS AND WARRANTIES.


                        (a)          Sponsor represents and warrants to the Company as follows:


                                      (i)          Sponsor is purchasing the Sponsor Warrants for its own account and for investment
purposes and not with the view towards distribution;


                                      (ii)          Sponsor acknowledges that the Sponsor Warrants, and the Warrant Shares issued
upon exercise of the Sponsor Warrants, will bear a legend in substantially the
following form:


  
    
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE
      ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

  




                                     (iii)          Sponsor understands that the Sponsor Warrants are being offered and sold to it
in reliance on specific exemptions from the registration requirements of Federal
and State securities laws and that  the Company is relying upon the truth and
accuracy of the representations, warranties and agreement herein in order to
determine the applicability of such exemptions and the suitability of Sponsor
to acquire the Sponsor Warrants;


                                      (iv)          Sponsor acknowledges that, in making the decision to purchase the Sponsor Warrants,
Sponsor has relied solely upon independent investigations made by it and materials
provided by the Company and  not upon any separate representations made by the
Company with respect to the Company or the Sponsor Warrants;


                                       (v)          Sponsor has had a reasonable opportunity to ask questions of and receive answers
from the Company concerning the Company and this offering and all such questions,
if any, have been answered to the  full satisfaction of Sponsor; 


                                      (vi)          Sponsor
has such knowledge and expertise in financial and business matters that the undersigned
is capable of evaluating the merits and risks involved in an investment in the
Sponsor Warrants;  and 










                                      (vi)           Each of Sponsor and its equity holders is an accredited investor as such term is defined in Rule 501 of Regulation D.


                       (b)           No
Government Recommendation or Approval. Sponsor
understands that no Federal or State agency has passed on or made any recommendation
or  endorsement of the Sponsor Warrants.


                       (c)            Status of Sponsor Warrants. Sponsor acknowledges that:


                                      (i)           The
Sponsor Warrants will be subject to a lock-up as referred to in the Registration
Statement. Subject to certain limited exceptions, the Sponsor Warrants are not
transferable until the closing  of the initial business combination as described
in the Registration Statement.


                                      (ii)          In the event that the Company distributes to its public shareholders the amount
in the trust account as described in the Registration Statement pursuant to the
dissolution of the Company, Sponsor  will lose its entire investment as Sponsor
shall have no right to participate in such distribution.


                                      (iii)          In
the event that a Registration Statement with respect to the Shares underlying
the Warrants, including the Warrant Shares underlying the Sponsor Warrants, is
not effective under the Securities  Act or a current Prospectus is not on file
with the SEC, the Sponsor shall not be entitled to exercise the Sponsor Warrants.
For the avoidance of doubt, the Sponsor shall not be entitled to exercise the
Sponsor Warrants, unless the Warrants are  currently exercisable. 


          3.           REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. The Company represents and warrants to Sponsor that:


                        (a)          The execution, delivery and performance of this Agreement has been or will be
duly and validly authorized by the Company and will be a valid and binding agreement
of the Company, enforceable in  accordance with its respective terms, except
to the extent that (i) the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in effect
and affecting the rights of creditors  generally, (ii) the enforceability hereof
is subject to general principles of equity or (iii) the indemnification provisions
hereof may be held to violate public policy. The securities to be issued pursuant
to the transactions contemplated by this  Agreement have been duly authorized
and, when issued and paid for in accordance with (x) this Agreement and (y) the
certificates/instruments representing such securities, will be valid and binding
obligations of the Company, enforceable in  accordance with their respective
terms, except to the extent that (i) the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws from time
to time in effect and affecting the rights of creditors  generally, (ii) the
enforceability thereof is subject to general principles of equity, or (iii) the
indemnification provisions thereof may be held to violate public policy. All
corporate action required to be taken for the authorization, issuance  and sale
of the Sponsor Warrants has been duly and validly taken









by the Company.


                        (b)          The Warrant Shares issuable upon exercise of the Sponsor Warrants, will be duly
authorized and when issued and paid for in accordance with this Agreement and
proper exercise of such Sponsor  Warrants, respectively, and the certificates/instruments
representing such Common Stock, will be validly issued, fully-paid and non-assessable;
and such securities are not and will not be subject to the preemptive rights
of any holder of any  security of the Company.


                        (c)          The Company is organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware. The Company is duly qualified or licensed
and in good standing as a  foreign corporation in each jurisdiction in which
the character of its operations requires such qualification or licensing and
where failure to so qualify would have a material adverse effect on the Company.
The Company has all requisite power and  authority, and all material and necessary
authorizations, approvals, orders, licenses, certificates and permits of and
from all governmental regulatory officials and bodies (domestic and foreign)
(“Approvals”) to conduct its business
and the Company is doing business in material compliance with all such Approvals
except where the failure to have such Approvals would not have a material adverse
 effect on the Company. The Company has all power and authority to enter into
this Agreement, to carry out the provisions and conditions hereof, and all consents,
authorizations, and approvals required in connection herewith have been obtained
or  will be obtained prior to the Closing. No consent, authorization or order
of, and no filing with, any court, government agency or other body is required
by the Company for the issuance of the securities except for applicable federal
and state  securities laws.


          4.           COVENANTS.


                        (a)           Best
Efforts. The parties shall use their best efforts
to satisfy timely each of the conditions described in Sections 6 and 7 of this
 Agreement.


                        (b)           Authorization
and Reservation of Warrant Shares. The Company
shall at all times have authorized, and reserved for the purpose of  issuance,
a sufficient number of shares of Common Stock to provide for the full exercise
of the outstanding Sponsor Warrants.


          5.           REGISTRATION RIGHTS.
Sponsor (and its assignees and transferees) shall be granted demand registrations pursuant to a Registration Rights Agreement reasonably acceptable to Sponsor and the Company. 


          6.           CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the



Company hereunder to issue and sell the Sponsor Warrants to Sponsor at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


                        (a)          Sponsor shall have executed this Agreement and delivered the same to the Company. 










                        (b)          Sponsor shall have delivered the Sponsor Purchase Price in accordance with Section
1(b) above. 


                        (c)          The representations and warranties of Sponsor shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of
a specific date), and Sponsor shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied  or complied with by Sponsor at
or prior to the Closing Date. 


                        (d)          No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of  competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which prohibits
the consummation of any of the transactions contemplated by this Agreement.


          7.           CONDITIONS TO THE SPONSOR’S OBLIGATION TO PURCHASE. The obligation of Sponsor hereunder to purchase the Sponsor Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for
Sponsor’s sole benefit and may be waived by Sponsor at any time in its sole discretion:


                        (a)          The Company shall have executed this Agreement and delivered the same to Sponsor.


                        (b)          The Company shall have delivered to Sponsor duly executed certificates for the
Sponsor Warrants (in such denominations as Sponsor shall request) in accordance
with Section 1(b) above. 


                        (c)          The representations and warranties of the Company shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at such time (except for  representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed,  satisfied or complied with by the Company
at or prior to the Closing Date. 


                        (d)          No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of  competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which prohibits
the consummation of any of the transactions contemplated by this Agreement. 


                        (e)          No event shall have occurred which could reasonably be expected to have a material
adverse effect on the Company. 










                        (f)          The Company shall have executed an Underwriting Agreement with the underwriter
for the IPO.


          8.           GOVERNING LAW; MISCELLANEOUS.


                        (a)           Governing
Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW  YORK
CITY, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM  TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE
THAT SERVICE OF PROCESS UPON A PARTY MAILED BY REGISTERED FIRST CLASS MAIL SHALL
BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY
SUCH SUIT OR  PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT
A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED  IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY
OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING
UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS’ FEES,
INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


                        (b)           Counterparts;
Signatures by Facsimile. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an  original
but all of which shall constitute one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party. This Agreement, once executed by a party, may be delivered to the
 other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement. 


                        (c)           Headings.
The headings of this Agreement are for convenience of reference only and shall
not form part of, or affect the interpretation  of, this Agreement. 


                        (d)           Severability.
In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law,  then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall  not affect the validity
or enforceability of any other provision hereof. 










                        (e)           Entire
Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with  respect
to the matters covered herein and therein and supercede all prior agreements,
including without limitation the Unit Purchase Agreement, and, except as specifically
set forth herein or therein, neither the Company nor Sponsor makes any  representation,
warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement. 


                        (f)           Notices.
Any notices required or permitted to be given under the terms of this Agreement
shall be sent by certified or registered mail  (return receipt requested) or
delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five days after being placed
in the mail, if mailed by regular United States mail, or upon  receipt, if delivered
personally or by courier (including a recognized overnight delivery service)
or by facsimile, in each case addressed to a party. The addresses for such communications
shall be:

	                        	
If to the Company: 
		
Churchill Ventures Ltd. 
	
	 	 

		
50 Revolutionary Road 
	
	 	 

		
Scarborough, New York 10510 
	
	 	 

		
Attention: Chief Executive Officer 
	
	 	 

		
Facsimile: 914-762-1128 
	
	 

	
	 	
With a copy to: 
		
Reitler Brown & Rosenblatt LLC 
	
	 	 

		
800 Third Avenue 
	
	 	 

		
21st Floor 
	
	 	 

		
New York, NY 10022 
	
	 	 

		
Attention: Robert S. Brown 
	
	 	 

		
Facsimile: 212-371-5500 
	
	 

	
	 	
If to Sponsor: 
		
Churchill Capital Partners LLC 
	
	 	 

		
50 Revolutionary Road 
	
	 	 

		
Scarborough, New York 10510 
	
	 	 

		
Attention: Chief Executive Officer 
	
	 	 

		
Facsimile: 914-762-1128 
	





Each party shall provide notice to the other party of any change in address.


                        (g)           Waiver
of Claims; Indemnification. Sponsor hereby waives
any and all rights to assert any present or future claims, including any right
 of rescission, against the Company and Deutsche Bank Securities Inc. (the “Underwriter”)
 with respect to its purchase of the Sponsor Warrants, and agrees to indemnify
 and hold the Company and the Underwriter in the IPO harmless from all  losses,
 damages or expenses that relate to claims or proceedings brought against the
 Company, or such Underwriter by Sponsor of the Sponsor Warrants or its transferees,
 assigns or any subsequent holder of the Sponsor Warrants. 










                        (h)           Successors
and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and assigns,  provided,
however, that Sponsor shall not have the right to assign any of its rights hereunder
to purchase Sponsor Warrants to any other person. 


                        (i)           Third
Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and  assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person; provided that Section 8(g) is intended to benefit
the Underwriter and shall be enforceable against Sponsor by the Underwriter.


                        (j)           Further
Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions  contemplated hereby. 


                        (k)           No
Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their  mutual intent, and no rules of strict construction will be applied against
any party. 


                        (l)           Further
Agreement. Sponsor agrees to enter into an agreement
or execute a letter confirming the voting obligations and other restrictions
 pertaining to the Sponsor Warrants upon request of the Underwriter for the IPO.


  * * *











          IN WITNESS WHEREOF, the
undersigned Sponsor and the Company have caused this Agreement to be duly executed as of the date first above written.

 

	 	 CHURCHILL VENTURES LTD. 	
	 	 	 

	
	 	 	 

	
	 	 	 

	
	 	 By: 	 

	 	 	 Name: 
	
	 	 	 Title: 
	
	 	 	 

	
	 	 	 

	
	 	 	 

	
	 	 	 

	
	 	
      CHURCHILL CAPITAL PARTNERS, LLC 
      

	 	 	 

	
	 	 	 

	
	 	 	 

	
	 	 By:	 

	 	 	 Name:  
	 	 	 Title: