SUPPLEMENT AND AMENDMENT TO WARRANT AGREEMENT
SUPPLEMENT AND
AMENDMENT TO WARRANT AGREEMENT
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”).
WHEREAS,
the Company and Warrant Agent are parties to that certain Warrant Agreement
dated as of October 22, 2007 (the “Warrant
Agreement”);
WHEREAS,
the Company and CAH are parties to that certain Agreement and Plan of
Reorganization (“Merger
Agreement”), dated as of September __, 2009, among the Company, CAH, CAT
Merger Sub, Inc., Cullen Agricultural Technologies Inc. and Cullen Inc. Holdings
Ltd.;
WHEREAS,
as a result of the consummation of the transactions contemplated by the Merger
Agreement, the Company’s outstanding warrants will automatically become warrants
of CAH pursuant to their terms; and
WHEREAS,
the parties desire to supplement and amend the Warrant Agreement upon the terms
and conditions herein provided.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
Capitalized terms use herein and not otherwise defined herein shall have the
meanings ascribed to them in the Warrant Agreement.
2. Amendment to Warrant
Agreement.
(a)
Section 3.1 of the Warrant Agreement is hereby amended and restated in its
entirety as follows:
“3.1.
Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common
Stock stated therein, at a Warrant Price of $12.00, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Warrant Agreement
refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date for a period of not less than 10
business days; provided, however, that any such reduction shall be identical in
percentage terms among all of the Warrants.”
(b)
Section 3.2 of the Warrant Agreement is hereby amended and restated in its
entirety as follows:
“3.2
Duration of
Warrants. A Warrant may be exercised only during the period (“Exercise
Period”) commencing on the consummation by the Company of a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination (“Business Combination”), and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) October
21, 2013 or (ii) the date fixed for redemption of the Warrants as provided
in Section 6 of this Agreement (“Expiration Date”). Except with respect to
the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at the close of business on the Expiration Date. The
Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide
notice to registered holders of the Warrants of such extension of not less than
20 days.”
(c)
Section 6.1 of the Warrant Agreement is hereby amended and restated in its
entirety as follows:
“6.1
Redemption. Subject to Section 6.4 hereof, not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at
any time while they are exercisable and so long as an effective registration
statement covering the shares of common stock issuable upon exercise of the
Warrants is current and available throughout the “30-day redemption period”
(defined below) and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2, at the price of $.01 per
Warrant (“Redemption Price”), provided that the last sales price of the Common
Stock has been at least $17.00 per share (subject to adjustment in accordance
with Section 4 hereof), on each of twenty (20) trading days within any thirty
(30) trading day period ending on the third business day prior to the date on
which notice of redemption is given.”
3. Amendment. All
references in the Warrant Agreement (and in the other agreements, documents and
instruments entered into in connection therewith) to the “Warrant Agreement”
shall be deemed for all purposes to refer to the Warrant Agreement, as amended
by this Amendment.
4. Remaining Provisions of
Warrant Agreement. Except as expressly provided herein, the provisions of
the Warrant Agreement shall remain in full force and effect in accordance with
their terms and shall be unaffected by this Amendment.
5. Counterparts. This
Amendment may be executed in counterparts, each of which when executed shall be
deemed an original and both of which when executed shall be deemed one and the
same instrument.
6. Headings. The
headings to this Amendment are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.
7. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to the principles of conflicts of law of
any jurisdiction.
8. Effective Time. This
Amendment shall be effective immediately prior to the consummation of the
transactions contemplated by the Merger Agreement.
IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
authorized officers of each of the undersigned as of the date first above
written.
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TRIPLECROWN
ACQUISITION CORP.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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