Unassociated Document


     

    AGREEMENT

     

    THIS
AGREEMENT (this “Agreement”), dated as of
October 19, 2009, is made by and among TRIPLECROWN ACQUISITION CORP., a Delaware
corporation (“Triplecrown”), and VICTORY
PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts
as investment manager and other purchasers acceptable to Victory Park Capital
Advisors, LLC and Triplecrown (“Victory Park”).

     

    WHEREAS,
Triplecrown was organized for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar business combination,
an operating business (“Business
Combination”);

     

    WHEREAS,
Triplecrown consummated an initial public offering in August 2007 (“IPO”) in connection with which
it raised gross proceeds of approximately $552 million, a significant portion of
which was placed in a trust account maintained by Continental Stock Transfer and
Trust Company pending the consummation of a Business Combination, or the
dissolution and liquidation of Triplecrown in the event it is unable to
consummate a Business Combination on or prior to October 22, 2009;

     

    WHEREAS,
Buyer has entered into that certain Agreement and Plan of Reorganization dated
September 4, 2009, as amended (the “Acquisition Agreement”), by
and among Triplecrown, Cullen
Agricultural Holding Corp. (“CAH”), a newly-formed Delaware
corporation and wholly-owned subsidiary of Triplecrown, and CAT Merger Sub,
Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of CAH
(“Merger Sub”), Cullen
Agricultural Technologies Inc. (“Cullen Agritech”), a Georgia
corporation, and Cullen Inc. Holdings Ltd. (“Cullen Holdings”), the sole
stockholder of Cullen Agritech, pursuant to which (i) Triplecrown will merge
with and into CAH with CAH surviving the merger and becoming the new
publicly-traded corporation of which the present holders of Triplecrown
securities will be security holders and (ii) Triplecrown Merger Sub will merge
with and into Cullen Agritech with Cullen Agritech surviving the merger and
becoming a wholly-owned subsidiary of CAH (the “Acquisition”);
and

     

    WHEREAS,
the approval of the Acquisition is contingent upon, among other things, the
affirmative vote of holders of a majority of the outstanding common shares of
Triplecrown which are present and entitled to vote at the meeting called to
approve the Acquisition;

     

    WHEREAS,
pursuant to certain provisions in Triplecrown’s certificate of incorporation, a
holder of shares of Triplecrown’s common stock issued in the IPO may, if it
votes against the Acquisition, demand that Triplecrown convert such common
shares into cash (“Conversion
Rights”);

     

    WHEREAS,
the Acquisition cannot be consummated if holders of 30% or more of the
Triplecrown common stock issued in the IPO exercise their Conversion
Rights.

     

    NOW,
THEREFORE, the undersigned parties agree as follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.

            	
              Agreement to Make
      Purchases of Triplecrown Common Stock.  Victory Park (and
      any other purchasers acceptable to Victory Park and Triplecrown) agrees to
      use its reasonable best efforts to make simultaneous privately negotiated
      purchases of up to approximately 15.2 million shares of Triplecrown
      common stock at purchase prices not to exceed $9.76 per share on or prior
      to October 20, 2009, provided that Triplecrown agrees to enter into the
      form of forward contract (“Forward Contract”)
      attached hereto as Annex A with
      the purchaser of such shares of common stock in connection therewith.
      Purchases by Victory Park shall not begin until at least one business day
      after Triplecrown publicly announces the entering into of this Agreement
      with respect to the Forward
Contract.

            


    

     

    
      	
               
      

            	
              2.

            	
              Fees.  In
      addition, in exchange for its services in aggregating blocks of shares for
      purchase by Victory Park from Triplecrown stockholders that have indicated
      an intention to convert their shares of Triplecrown common stock and or
      vote against the Acquisition, Triplecrown shall pay to Victory Park the
      following fees on the Closing Date (as defined in the Forward
      Contract):

            


    

     

    (a)           a
fee equal to 1.0% of the cost to Victory Park of all Triplecrown shares
purchased by Victory Park from third parties up to $50 million;

     

    (b)           a
fee equal to 0.80% of the cost to Victory Park of all Triplecrown shares
purchased by Victory Park from third parties between $50 million and $100
million; and

     

    (c)           a
fee equal to 0.50% of the cost to Victory Park of all Triplecrown shares
purchased by Victory Park from third parties above $100 million;

     

    provided
that in no event shall the fees paid by Triplecrown be less than
$450,000.

     

    Notwithstanding
the foregoing, if the Acquisition is not consummated, Triplecrown shall pay
Victory Park 90% of the fees set forth in (a), (b) and (c) above no later than
October 29, 2009.

     

    
      	
               
      

            	
              3.

            	
              Expenses. All
      reasonable costs and expenses incurred in connection with the transactions
      contemplated by this Agreement, including, without limitation, legal fees
      and expenses and all other out-of-pocket costs and expenses of third
      parties incurred by a party in connection with the negotiation and
      effectuation of the terms and conditions of this Agreement and the
      transactions contemplated thereby, shall be the obligation of the
      respective party incurring such fees and expenses; provided that
      Triplecrown shall pay up to $50,000 of the costs and expenses incurred by
      Victory Park in connection with the transactions contemplated by this
      Agreement, it being understood that Triplecrown has, prior to the date
      hereof, deposited $25,000 of such $50,000 maximum amount with Victory Park
      in furtherance of the foregoing.

            


    

     

    
      	
               
      

            	
              4.

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Governing Law;
      Jurisdiction.  This Agreement shall for all purposes be
      deemed to be made under and shall be construed in accordance with the laws
      of the State of New York.  Each of the parties hereby agrees
      that any action, proceeding or claim against it arising out of or relating
      in any way to this Agreement shall be brought and enforced in the courts
      of the State of New York or the United States District Court for the
      Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive.  Each of
      the parties hereby waives any objection to such exclusive jurisdiction and
      that such courts represent an inconvenient forum and irrevocably waive
      trial by jury.

            


    

    [Signature
page to follow]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.


     

    
      
        
          
            
              
                
                  	 
      	
                          TRIPLECROWN
      ACQUISITION CORP.

                        
	 
      	 
      
	 
      	
                          By:

                        	/s/
      Eric J. Watson  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          Name:

                        	Eric
      J. Watson  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          Title:

                        	Chairman
      & Treasurer  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          VICTORY
      PARK CAPITAL ADVISORS, LLC

                        
	 
      	 
      
	 
      	
                          By:

                        	/s/
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          Name:

                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          Title: