Churchill Ventures LTD Watch

from S-1 3 pages (1) the Subscriber Is Acquiring the Securities for the Subscriber’s Own Account (And Not for the Account of Others) for Investment and Not With a View to the Distribution or Resale Thereof. (2) the Subscriber and the Subscriber’s Representatives and Advisors Have Received All Information Regarding the Company, Its Intended Business and Operations and the Securities as the Subscriber or the Subscriber’s Representatives and Advisors Have Requested. (3) the Subscriber Is a Sophisticated Investor and May Be Deemed to Have Sufficient Business, Financial or Investment Experience to Evaluate the Risks of the Subscriber’s Investment in the Securities Pursuant Hereto. the Subscriber Is an “Accredited Investor” as Defined in Rule 501 of Regulation D Promulgated Under the Securities Act of 1933, as Amended (The “Securities Act”). the Subscriber Acknowledges That an Investment in the Securities Involves Substantial Risks, Including the Loss of the Full Amount of the Subscriber’s Investment in the Securities Pursuant Hereto. (4) the Subscriber Understands That the Securities Have Not Been Registered Under the Securities Act or Applicable State Securities Laws and That the Subscriber May Not Sell or Otherwise Dispose of the Securities Except Pursuant to Either an Effective Registration Statement Under the Securities Act and in Compliance With Applicable State Securities Laws, or Pursuant to Exemptions From the Registration Provisions of the Securities Act and Applicable State Securities Laws. the Subscriber Agrees That the Subscriber Will Not Sell or Otherwise Dispose of the Securities Except in Compliance With the Securities Laws Limitations Described in the Foregoing Sentence