Unassociated Document


    Exhibit 4.3


    
      
        	
                NUMBER

                ________-

              	 
      	
                (SEE
      REVERSE SIDE FOR LEGEND)

                THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

                5:00 P.M.
      NEW YORK CITY TIME, OCTOBER 21, 2013

              	 
      	
                WARRANTS

              


      

    

     

    CULLEN
AGRICULTURAL HOLDING CORP.

    CUSIP
229894
118            

    WARRANT

    


    THIS
CERTIFIES THAT, for value received  

    


    is the
registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City
time, on October 21, 2013 (the “Warrant”) to purchase one fully paid and
non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of
Cullen Agricultural Holding Corp., a Delaware corporation (the “Company”), for
each Warrant evidenced by this Warrant Certificate.  The Warrant
entitles the holder thereof to purchase from the Corporation such number of
Shares of the Corporation at the price of $12.00 per share, upon surrender of
this Warrant Certificate and payment of the Warrant Price at the office or
agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”),
but only subject to the conditions set forth herein and in the Warrant
Agreement, made as of October 22, 2007, between Triplecrown Acquisition Corp., a
Delaware corporation (“Triplecrown”), and the Warrant Agent, as amended by the
Supplement and Amendment to Warrant Agreement, dated as
of                 ,
2009, among Triplecrown, the Corporation and the Warrant Agent (as the same may
be amended from time to time, the “Warrant Agreement”). The Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant and
shall have no obligation to settle a Warrant exercise unless a registration
statement under the Securities Act of 1933, as amended, (the “Act”) with respect
to the Common Stock is effective, subject to the Company satisfying its
obligations under Section 7.4 of the Warrant Agreement to use its best efforts.
In the event that a registration statement with respect to the Common Stock
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event will the Company be required to net cash
settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted.   The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.

    No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.

    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    The
Company reserves the right to call the Warrant at any time prior to its
exercise, with a notice of call in writing to the holders of record of the
Warrant, giving 30 days’ notice of such call at any time after the Warrant
becomes exercisable if the last sale price of the Shares has been at least
$17.00 per share on each of 20 trading days within any 30 trading day period
ending on the third business day prior to the date on which notice of such call
is given.  The call price of the Warrants is to be $.01 per
Warrant.  Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $.01 call
price.  If the Company calls the Warrant for redemption as discussed
above, it will have the option to require the holder that wishes to exercise the
Warrant to do so on a cashless basis. In such event, each holder would pay the
exercise price by surrendering the Warrant for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrant, multiplied by the difference
between the exercise price of the Warrant and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the
average reported last sale price of the Common Stock for the 10 trading days
ending on the third trading day prior to the date on which the notice of
redemption is sent to the holder.

    


    
      
        
          
            
              	
                      By

                    	 
      	 
      
	 	 
      	 
      	 
      
	 
      	
                      Secretary

                    	 
      	
                      Chairman of the
      Board

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
FORM

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that Certificates for such shares shall be issued in the name
of


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      
	
                                    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                                  
	 
	 
      
	 
      
	 
	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    
      
        
          
            	
                    and be delivered to 

                  	 
      


          

        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

     

    
      
        

      

      and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

    

    


    
      
        
          
            
              
                
                  
                    	
                            Dated:
      _____________________

                          	 
      
	 
      	
                            (SIGNATURE)

                          
	 
      	 
      
	 
      	
                            (ADDRESS)

                          
	 
      	 
      
	 
      	 
      
	 	 
	 
      	
                            (TAX
      IDENTIFICATION
NUMBER)

                          


                  

                

              

            

          

        

      

    

    


    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, _______________________ hereby sell, assign, and transfer
unto

    


    
      
        
          
            
              
                
                  
                    
                      	 
      
	
                              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                            
	 
      
	 
      
	 
	 
	 


                    

                  

                

              

            

          

        

      

    

     (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    
      
        
          	
                  and be delivered to 

                	 
      


        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    


    
      
        
          
            	
                    Dated:
      _________________________

                  	 
      
	 
      	
                    (SIGNATURE)

                  


          

        

      

    

    


    The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.