Unassociated Document


    PROMISSORY
NOTE

    


    
      	
              $6,869,382.73

            	
              October
      22, 2009

            


    

    


    FOR VALUE RECEIVED, Cullen Agricultural
Holding Corp., a Delaware corporation (“Maker”), having an address at 22 Barnett
Shoals Road, Watkinsville, Georgia 30677, hereby promises to pay to the order of
Cullen Inc Holdings Ltd., its heirs, administrators, executors, guardians,
successors and/or assigns (any of which is hereinafter referred to as “Holder”
or “Payee”), at Level 9, Walker Wayland Centre, 68 Shortland Street, Auckland,
New Zealand, Post Office Box 91269, in lawful money of the United States, the
sum of SIX MILLION EIGHT HUNDRED SIXTY NINE THOUSAND THREE HUNDRED EIGHTY
TWO DOLLARS AND SEVENTY THREE CENTS ($6,869,382.73) (“Principal Amount”) as soon
as reasonably practicable (and in no event later than January 20, 2010) (the
“Maturity Date”).  This Note is being issued pursuant to that certain
Agreement and Plan of Reorganization (“Merger Agreement”), dated as of September
4, 2009, as amended, between Maker, Payee, Triplecrown Acquisition Corp., CAT
Merger Sub, Inc. and Cullen Agricultural Technologies, Inc. as a result of there
being insufficient funds to repay the Payee for the purchase of certain land
pursuant to the Merger Agreement.  This Note will bear interest at 8%
per annum payable in full upon payment of this Note.  Upon payment of
the Principal Amount of the Note and payment of accrued but unpaid interest on
the Note, if any, this Note and Maker’s obligations hereunder shall be
discharged and fully satisfied. This Note may be prepaid in whole or in part at
any time without penalty or premium but with payment of accrued interest to the
date of prepayment, if any.

    


    This Promissory Note shall be binding
upon the Maker and its legal representatives, heirs and assigns.

    


    
      Maker
hereby waives presentment, demand for payment, notice of dishonor, notice of
protest and protest and all other notices or demands in connection with the
delivery, acceptance, performance, default or endorsement of this Note. This
Note shall be governed by and construed and enforced in accordance with the
internal law of the State of New York, without giving effect to conflicts of
law. Maker hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Note may be brought and enforced in the
courts, located in the County of New York, 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. Maker hereby waives any objection to
such jurisdiction and that such courts represent an inconvenient forum. MAKER FURTHER WAIVES TRIAL BY JURY
AND WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE, SETOFF OR COUNTERCLAIM OF ANY
NATURE OR DESCRIPTION. Maker agrees that Holder shall be entitled to
collect from Maker all of Holder’s reasonable attorneys’ fees and expenses
relating to such action or proceeding.



    
      
        
          	 
      	
                  CULLEN
      AGRICULTURAL

                
	 
      	
                  HOLDING
      CORP.

                
	 
      	 
      
	
                  By:  

                	 
      
	 
      	
                  Name:
      Eric J. Watson

                
	 
      	
                  Title:
      Chief Executive
Officer