Unassociated Document


    Exhibit 10.6

     

     

    
      	
              Deed
      of Acknowledgement relating to Intellectual
  Property

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    Date:  September
3, 2009

     

    PARTIES

     

    Between

     

    Cullen Investments Limited, a
company incorporated in New Zealand with registered company number 663610 and
its wholly owned subsidiary Cullen Inc Holdings Limited, a
company incorporated in New Zealand with registered company number 967310
(together,
Cullen).

     

    Cullen Agricultural Technologies, Inc
(CAT), a
company incorporated in Georgia, United States of America with control number
09039534.

     

    Natural Dairy, Inc (NDI), a
company incorporated in Georgia, United States of America with control number
09039543.

     

    Hart Acquisitions, LLC (Hart), a
company incorporated in Georgia, United States of America with control number
07048137.

     

    Richard Hart Watson (Watson),
an individual of Georgia, United States of America being the sole member of Hart
and, at or about the date of this Deed, an employee of NDI having previously
been an employee of Cullen.

     

    BACKGROUND

     

    
      	
              A

            	
              Watson,
      Hart and Cullen have together been collectively involved in the
      procurement, development, ownership and use of the Intellectual
      Property.

            


    

     

    
      	
              B

            	
              Watson,
      Hart and Cullen have agreed to enter into this Deed to acknowledge
      assignments and transfers of the Intellectual Property completed as
      between any of them thereby establishing Cullen as the current owner of
      the Intellectual Property.

            


    

     

    
      	
              C

            	
              Cullen,
      CAT and NDI have agreed to enter into this Deed to acknowledge a future
      assignment and transfer of ownership from Cullen to CAT for the benefit
      also of NDI with effect from the Effective
Date.

            


    

     

    BY
THIS DEED THE PARTIES AGREE AS FOLLOWS:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    
      
        	
                1

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

    

     

    
      	
              1.1

            	
              DEFINITIONS

            


    

     

    In this
Deed, unless the context otherwise requires:

     

    Business means the business
operations to which the Intellectual Property is applied or is otherwise
deployed at from time to time.

     

    Effective Date means the date
the signed merger agreement with Triplecrown Acquisition Corp pertaining to CAT
and NDI is consummated, provided that unless otherwise extended by the parties
to that merger agreement, that date can be no later than October 22,
2009.

     

    Intellectual Property means
all intellectual property (whether registered or unregistered) that subsists in
the constituent components of the proprietary farming system (including forage
growth and yields, animal genetics and milking systems) that has been developed
by adapting established grazing science, processes, technology and genetics to
liquid milk production in the South East of the United States of America, held
by or licensed to Cullen immediately prior to the Effective
Date.  This includes (to the extent that the same may exist) all
inventions (whether patented, patentable or not), know how, methodology, trade
secrets, techniques, trademarks (whether registered or not) and associated
goodwill, and copyrights (whether registered or not), together with the domain
names www.cullenagritech.com
and www.naturaldairy.com,
but does not include any information which is part of the public domain or where
use by Cullen unknowingly amounts to an infringement of the rights, title or
interest of a third party.

     

    
      	
              1.2

            	
              INTERPRETATION

            


    

     

    In the
interpretation of this Deed, unless the context otherwise requires:

     

    
      	
               
      

            	
              (a)

            	
              references
      to the parties include their respective executors, administrators,
      successors and permitted assigns;

            


    

     

    
      	
               
      

            	
              (b)

            	
              words
      in the singular shall include the plural and vice
  versa;

            


    

     

    
      	
               
      

            	
              (c)

            	
              use
      of the word “includes” or “including” in any form is not a word of
      limitation; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              headings
      have been inserted for convenience only and shall not affect the
      construction of this Deed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    
      	
              2

            	
              OWNERSHIP AND TRANSFERABILITY
      OF INTELLECTUAL PROPERTY

            


    

     

    
      	
              2.1

            	
              At
      the date of this Deed, Cullen is the absolute owner of the Intellectual
      Property and holds all rights, title and interest in the Intellectual
      Property free and clear of any security interests or claims of any other
      person in accordance with the terms and conditions of this
      Deed.  That ownership has arisen from assignments and transfers
      to Cullen by and on account of each of Hart and Watson, and otherwise upon
      procurement and development initiatives undertaken by Cullen and its
      representatives (including research and development
      activities).  For the purposes of completeness, if settlement of
      such assignments and transfers has not previously settled for any reason
      whatsoever, those assignments and transfers are acknowledged as having
      settled by execution of this Deed.

            


    

     

    
      	
              2.2

            	
              Subject
      to the terms and conditions of this Deed, ownership of the Intellectual
      Property can be assigned and transferred absolutely in respect of all
      rights, title and interest free and clear of any security interests or
      claims of any other person.

            


    

     

    
      	
              3

            	
              COVENANTS

            


    

     

    
      	
              3.1

            	
              Each
      of Hart and Watson covenant with Cullen
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              they
      had at the time of the assignment and transfer to Cullen, the full power
      to assign and transfer the Intellectual Property to
  Cullen;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      assignment and transfer was taken by Cullen free and clear of any
      mortgages, pledges, liens, charges or other security interests or claims
      on interest of any other person;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              they
      will upon request before the Effective Date, promptly and without
      additional compensation but at Cullen’s expense for costs necessarily
      incurred do all acts and things necessary, including the execution of all
      such documents and the giving of all such notices, as may be required by
      Cullen to give effect to the assignment and transfer of Intellectual
      Property acknowledged by this Deed, and hereby irrevocably appoints Cullen
      to be its or his attorney in fact in the name of and on behalf of him or
      it to execute all such instruments and do all such things for the purposes
      of assuring to Cullen (or its nominee) the full benefit of its rights
      under this paragraph.  For the avoidance of doubt, the
      appointment made under this paragraph does not extend to provide for the
      incurrence of a liability to meet any
cost.

            


    

     

    
      	
              3.2

            	
              Subject
      to the terms and conditions of this Deed, Cullen covenants with CAT
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      has the full power to assign and transfer the Intellectual Property to CAT
      at the Effective Date; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    
      	
               
      

            	
              (b)

            	
              such
      assignment and transfer can be taken by CAT free and clear of any
      mortgages, pledges, liens, charges or other security interests or claims
      on interest of any other person.

            


    

     

    
      	
              3.3

            	
              Cullen
      covenants with CAT that with effect from the Effective Date, it will
      promptly and without additional compensation but at CAT’s expense for
      costs necessarily incurred do all acts and things necessary, including the
      execution of all such documents and the giving of all such notices, as may
      be required by CAT to give effect to the assignment and transfer of
      Intellectual Property by Cullen contemplated by this Deed, and hereby
      irrevocably appoints CAT to be its or his attorney in fact in the name of
      and on behalf of him or it to execute all such instruments and do all such
      things for the purposes of assuring to CAT (or its nominee) the full
      benefit of its rights under this paragraph.  For the avoidance
      of doubt, the appointment made under this paragraph does not extend to
      provide for the incurrence of a liability to meet any
  cost.

            


    

     

    
      	
              4

            	
              USE OF INTELLECTUAL
      PROPERTY

            


    

     

    
      	
              4.1

            	
              The
      parties acknowledge that Hart currently conducts business activities
      amounting to the operation of dairy farms owned and/or managed by Hart
      where such activities may involve the deployment of the Intellectual
      Property.  Each of Watson, Hart and CAT agree that should Hart
      desire to continue to deploy the Intellectual Property from the Effective
      Date, it will require the express written consent of CAT.  CAT
      and Hart shall engage in good faith discussions to achieve the provision
      and receipt of that consent effective from the Effective Date on terms as
      agreed between CAT and Hart.  Those terms will be no more or
      less favourable than the terms offered by CAT to any third party under
      clause 4.2.

            


    

     

    
      	
              4.2

            	
              From
      the Effective Date, CAT shall be unreservedly free to grant rights of use
      to third parties selected by CAT and upon terms agreed between CAT and
      such third party without recourse to Cullen, Hart or
      Watson.  This clause 4.2 is subject to clause
    4.1.

            


    

     

    
      	
              5

            	
              ASSIGNMENT AND TRANSFER OF
      INTELLECTUAL PROPERTY AT THE EFFECTIVE
  DATE

            


    

     

    
      	
              5.1

            	
              Cullen
      agrees that upon the Effective Date and subject to clauses 5.2 and 6.2,
      the assignment and transfer of the Intellectual Property to CAT
      contemplated by this Deed shall automatically be effected without any
      requirement for future action as between Cullen and CAT or any other
      person.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

         

      

    

    
      
        	
                5.2

              	
                For
      the avoidance of doubt, the Effective Date is a condition precedent to the
      assignment and transfer contemplated by clause 5.1 and comprises
      conditionality.  In the absence of the Effective Date, Cullen
      shall retain ownership of the Intellectual Property without obligation to
      CAT or any other person and the terms and conditions of this Deed shall
      survive except any provision pertaining or otherwise applying to the
      assignment and transfer contemplated by clause 5.1 which shall
      automatically be deleted from this
Deed.

              


      

    

     

    
      	
              6

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

    
      	
              6.1

            	
              Hart
      and Watson each represent and warrant that no amount of consideration is
      outstanding in respect of the assignment and transfer of Intellectual
      Property from either of them to Cullen.  Good and valuable
      consideration was provided (the receipt and sufficiency of which are
      hereby acknowledged by Cullen) and accordingly, no amount of consideration
      remains due or payable.  In this clause 6.1, the rights
      preserved by clause 4.1 form part of the consideration provided to and
      received by Hart and Watson.

            


    

     

    
      	
              6.2

            	
              Cullen
      represents and warrants that an assignment and transfer of the
      Intellectual Property to CAT as contemplated by clause 5.1 shall require
      the contemporaneous payment by CAT to Cullen of an amount of
      US$10.  That payment shall in the circumstances when taken
      together with other consideration passing between the parties, constitute
      good and valuable consideration for that assignment and
      transfer.

            


    

     

    
      	
              6.3

            	
              Despite
      each of Cullen, Hart and Watson concluding that the ownership and
      transferability provisions of this Deed relevant to the Intellectual
      Property are accurately stated having each conducted good faith
      assessments involving the exercise of reasonable judgement, no party makes
      any representation or warranty to any person that the Intellectual
      Property is registered or capable of registration or that its use will not
      infringe existing intellectual property rights of
      others.  Conversely, it is possible that third parties may
      infringe the Intellectual Property and there can be no guarantee that
      attempts to protect the Intellectual Property initiated against those
      third parties will be successful.  This clause 6.3 is necessary
      because of the rapid rate of technological advances in the agricultural
      science industry and the prevalence of unregistered rights to intellectual
      property much of which is in the public domain in one form or
      another.

            


    

     

    
      	
              6.4

            	
              Each
      of Cullen, Hart and Watson represent and warrant to each of CAT and NDI,
      that from the Effective Date they will not retain Intellectual Property
      contemplated to be assigned and transferred to CAT upon the Effective Date
      except as provided for herein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    
      
        	
                6.5

              	
                Subject
      to clause 4.1 as it applies to Hart, each of Cullen, Hart and Watson
      represent and warrant to each of CAT and NDI, that for a period of three
      years from the Effective Date they will not by themselves or in
      partnership with any other person seek to operate a business that competes
      in any substantive way with the principal business objectives of CAT in
      any cities, countries or states of the United States of America and all
      other countries in which CAT is conducting business at the time in
      question (whether or not it has an actual physical presence in such
      location).

              


      

    

     

    
      	
              6.6

            	
              The
      parties consider the agreements and restraints in this clause 6 to be fair
      and reasonable in all the circumstances, and reasonably required as
      between the parties.

            


    

     

    
      	
              6.7

            	
              Cullen
      represents and warrants to CAT
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              until
      the Effective Date, it shall not transfer ownership of the Intellectual
      Property to any party other than CAT, or otherwise encumber the
      Intellectual Property by procuring any other person to hold any right,
      title or interest in the Intellectual Property
  whatsoever;

            


    

     

    
      	
               
      

            	
              (b)

            	
              until
      the Effective Date, it shall not grant rights of use to any person other
      than those persons already holding rights of use or where discussions
      regarding such rights are in progress, thereby preserving as much as
      possible the commercial value of the Intellectual Property for the benefit
      of CAT; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              pursuant
      to clause 5, at the Effective Date, it shall be deemed to have assigned
      and transferred the Intellectual Property to CAT absolutely in respect of
      all of its right, title and interest, free and clear of any security
      interests or claims by or on account of
Cullen.

            


    

     

    
      	
              7

            	
              FURTHER
      ASSURANCES

            


    

     

    Subject
to any limitations stated herein which shall prevail, each party is, at its own
expense and at the request of any other party and without additional
compensation, to execute and deliver or cause its successors and permitted
assigns to do all things as may be reasonably requested by that other party to
obtain the full benefit of this Deed according to its true
intent.  This obligation continues after the Effective
Date.

     

    
      	
              8

            	
              CONFIDENTIALITY

            


    

     

    
      	
              8.1

            	
              No
      party may reveal any information concerning this Deed or its subject
      matter to any third party other
than:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    
      	
               
      

            	
              (a)

            	
              in
      good faith and in proper furtherance of the objects of this
      Deed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              as
      required by law or relevant stock exchange listing rules;
    or

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      its professional advisors.

            


    

     

    
      	
              9

            	
              SEVERABILITY

            


    

     

    
      	
              9.1

            	
              If
      any part of this Deed is held by any court or administrative or regulatory
      body of competent jurisdiction to be illegal, void or unenforceable, such
      determination shall not impair the enforceability of the remaining parts
      of this Deed which shall remain in full
force.

            


    

     

    
      	
              10

            	
              AMENDMENTS TO THIS
      DEED

            


    

     

    An
amendment to this Deed will only be effective if it is in writing and signed by
each party.

     

    
      	
              11

            	
              COSTS

            


    

     

    Each
party is to pay its own costs (including legal expenses) in entering into and
implementing this Deed.

     

    
      	
              12

            	
              COUNTERPARTS

            


    

     

    This Deed
may be executed in any number of counterparts (including facsimile
counterparts), each of which when so executed and delivered shall be deemed to
be an original.  All executed counterparts will be taken together to
constitute the same instrument.

     

    
      	
              13

            	
              GOVERNING LAW AND
      JURISDICTION

            


    

     

    This Deed
is deemed to have been made in the State of New York of the United States of
America and the parties hereto agree that this Deed shall be construed and
enforced in accordance with and governed by the laws of the State of New York of
the United States of America, without reference to conflict of law principles.
The parties agree and consent to be subject to the jurisdiction of the United
States District Court for the Southern District of New York and in the absence
of such Federal Jurisdiction, the parties consent to be subject to the
jurisdiction of the courts of the State of New York.  The parties
agree that venue for any claims regarding this Deed is proper in the Southern
District of New York. The parties further agree to accept service by registered
mail of any process relating to any claims brought with regard to this Deed and
hereby waive the right to contest the validity of such service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      DEED OF
ACKNOWLEDGEMENT RELATING TO INTELLECTUAL PROPERTY

       

    

    EXECUTED
as a deed

     

     

    
      
        
          	
                  Signed
      as a deed by

                  Cullen
      Investments Limited

                   

                  /s/ Eric Watson

                  Director

                   

                  /s/

                  Director

                   

                  Signed
      as a deed by

                  Cullen
      Inc Holdings Limited

                   

                  /s/ Eric Watson

                  Director

                   

                  /s/

                  Director

                   

                  Signed
      as a deed by

                  Cullen
      Agricultural Technologies, Inc

                   

                  By:
      /s/ Eric Watson

                   

                  Signed
      as a deed by

                  Natural
      Dairy, Inc.

                   

                  By:
      /s/ Eric Watson

                   

                	
                  Signed
      as a deed by

                  Hart
      Acquisitions, LLC

                   

                  /s/ Richard Hart Watson

                  Chief
      Executive Officer

                   

                  Signed
      as a deed by

                  Richard
      Hart Watson

                   

                  /s/ Richard Hart Watson

                   

                  in
      the presence of:

                   

                  /s/ Belinda Watson

                   

                  Name:
      Belinda Watson

                   

                  Occupation:
      Teacher

                   

                  Address:
      1035 Moores Grove Road

                   

                  Winterville,
      Georgia 30683