Common Stock Warrants Underwriting AgreementUnderwriting Agreement • October 5th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
Triplecrown Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 6,000,000 Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The offer and sale of the Securities by the Underwriters is referred to herein as the “Offering.” Certain capitalized terms used in this agreement and not otherwise defined are defined in Section 20 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Triplecrown Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Triplecrown Acquisition Corp. Jackson, Wyoming 83001 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Triplecrown Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Triplecrown Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUPPLEMENT AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 11th, 2009 • Triplecrown Acquisition Corp. • Dairy products • New York
This Supplement and Amendment to the Warrant Agreement dated as of , 2009 (the “Amendment”), is executed by Triplecrown Acquisition Corp., a Delaware corporation (the “Company”), Cullen Agricultural Holding Corp. (“CAH”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AGREEMENTMerger Agreement • October 19th, 2009 • Triplecrown Acquisition Corp. • Dairy products • New York
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”).
WARRANT AGREEMENTWarrant Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
Agreement made as of , 2007 between Triplecrown Acquisition Corp., a Delaware corporation, with offices at 970 West Broadway, PMB 402, Jackson, Wyoming 83001 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among TRIPLECROWN ACQUISITION CORP., a Delaware corporation (“Company”), SUMMIT TRUST, JONATHAN J. LEDECKY, HAT TRICKS LLC, ROBERT B. HERSOV, EDWARD J. MATHIAS, KERRY KENNEDY, RICHARD Y. ROBERTS, JIMMIE LEE SOLOMON, JR., JAY H. NUSSBAUM, JIM GRAY, RICHARD A. STEIN and CORONET GROUP LIMITED (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2009 • Triplecrown Acquisition Corp. • Dairy products
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TRIPLECROWN ACQUISITION CORP., CULLEN AGRICULTURAL HOLDING CORP., CAT MERGER SUB, INC., CULLEN AGRICULTURAL TECHNOLOGIES, INC. and CULLEN INC HOLDINGS LIMITED DATED AS OF SEPTEMBER 4, 2009Agreement and Plan of Reorganization • September 11th, 2009 • Triplecrown Acquisition Corp. • Dairy products • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of September 4, 2009, by and among Triplecrown Acquisition Corp., a Delaware corporation (“Parent”), Cullen Agricultural Holding Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Holdco”), CAT Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Cullen Agricultural Technologies, Inc., a Georgia corporation (“Company”), and Cullen Inc Holdings Limited, a New Zealand limited company and the sole stockholder of the Company ( “Stockholder”).
Subscription AgreementSubscription Agreement • September 24th, 2007 • Triplecrown Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 2,500,000 Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsors’ Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Triplecrown Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $2,500,000 (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). The Sponsors’ Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
ESCROW AGREEMENTEscrow Agreement • September 11th, 2009 • Triplecrown Acquisition Corp. • Dairy products • New York
