STOCK PURCHASE AGREEMENT
Exhibit 2
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 20th day of October, 2009 between
Triplecrown Acquisition Corp., a Delaware corporation (“Buyer” or “Triplecrown”), the signatory on
the execution page hereof (“Seller”) and solely for the purposes of Sections 4(d), 7 and 8(a)
hereof, Xxxx X. Xxxxxx (the “Insider”) and solely for the purposes of Sections 8(a) and 8(b)
hereof, Cullen Agricultural Holding Corp. (“CAH”).
WHEREAS, Buyer was organized for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition or other similar business combination, an operating business (“Business
Combination”); and
WHEREAS, Buyer consummated an initial public offering in October 2007 (“IPO”) in connection
with which it raised gross proceeds of approximately $552 million, a significant portion of which
was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer and
Trust Company (“Continental”) pending the consummation of a Business Combination, or the
dissolution and liquidation of Buyer in the event it is unable to consummate a Business Combination
on or prior to October 22, 2009; and
WHEREAS, Buyer has entered into that certain Agreement and Plan of Reorganization dated
September 4, 2009, as amended (the “Acquisition Agreement”), by and among Triplecrown, CAH, a
newly-formed Delaware corporation and wholly-owned subsidiary of Triplecrown, and CAT Merger Sub,
Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of CAH (“Merger Sub”), Cullen
Agricultural Technologies Inc. (“Cullen Agritech”), a Georgia corporation, and Cullen Inc. Holdings
Ltd. (“Cullen Holdings”), the sole stockholder of Cullen Agritech, pursuant to which (i)
Triplecrown will merge with and into CAH with CAH surviving the merger and becoming the new
publicly-traded corporation of which the present holders of Triplecrown securities will be security
holders and (ii) Triplecrown Merger Sub will merge with and into Cullen Agritech with Cullen
Agritech surviving the merger and becoming a wholly-owned subsidiary of CAH (the “Acquisition”);
and
WHEREAS, the approval of the Acquisition is contingent upon, among other things, the
affirmative vote of holders of a majority of the outstanding common shares of Triplecrown which are
present and entitled to vote at the special meeting called to approve the Acquisition; and
WHEREAS, pursuant to certain provisions in Buyer’s certificate of incorporation, a holder of
shares of Buyer’s common stock issued in the IPO may, if it votes against the Acquisition, demand
that Buyer convert such common shares into cash (“Conversion Rights”); and
WHEREAS, the Acquisition cannot be consummated if holders of 30% or more of Triplecrown common
stock issued in the IPO exercise their Conversion Rights; and
WHEREAS, Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the
common shares set forth on the execution page of this Agreement (“Shares”) for the purchase price
per share set forth therein (“Purchase Price Per Share”) and for the aggregate purchase price set
forth therein, (“Aggregate Purchase Price”) plus the fees set forth therein (the “Fees”).
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Purchase. Seller hereby agrees to sell to Buyer and Buyer hereby agrees to (i)
purchase from Seller at the Closing (as defined in Section 4(c)) the Shares at the Purchase Price
Per Share, for the Aggregate Purchase Price and (ii) pay the Fees to Seller at the Closing.
2. Agreement not to Convert; Appointment of Proxy and Attorney-in-Fact. In further
consideration of the Aggregate Purchase Price and the Fees, provided that the representations and
warranties made by Buyer in Section 6 hereof are true and correct on the date of the stockholder
meeting in connection with the approval of the Acquisition with the same effect as though made on
such date and Buyer has complied in all material respects with its obligations set forth in this
Agreement through such date, Seller hereby agrees it has not and will not exercise its Conversion
Rights or, if it has already exercised its Conversion Rights, it hereby withdraws and revokes such
exercise and will execute all necessary documents and take all actions required in furtherance of
such revocation.
3. No Right to Additional Shares. In connection with the Acquisition, Triplecrown’s
stockholders of record are entitled to receive one share of CAH common stock for each share of
Triplecrown common stock owned immediately prior to the consummation of the Acquisition (the
“Exchange”). Although Seller will be a stockholder of record immediately prior to the Acquisition,
Seller hereby acknowledges that Seller irrevocably waives any right, title or interest it may have
in receiving any such CAH common stock distributed pursuant to the Exchange. Seller hereby
acknowledges that by virtue of the sale hereunder and receipt of payment by Seller of the Aggregate
Purchase Price, Seller will not become a stockholder of CAH. Additionally, each of Buyer and
Seller hereby agree and acknowledge that this provision is material to this Agreement and a
significant consideration in Buyer’s willingness to enter into this Agreement. Notwithstanding the
foregoing, such waiver shall not be effective in the event that Seller does not timely receive the
Aggregate Purchase Price and the Fees pursuant to the terms of this Agreement.
4. Closing Matters.
(a) Within one business day of the date of this Agreement, Buyer shall send the notice
attached as Annex 1 hereto to Continental.
(b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate
instructions for book entry transfers of ownership of the Shares from Seller to Buyer.
(c) The closing of the purchase and sale of the Shares (“Closing”) will occur on the date on
which Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition,
which consummation shall occur no later than midnight on October 22, 2009 (the “Closing Date”). At
the Closing, Buyer shall pay Seller the Aggregate Purchase Price and the Fees by wire transfer from
Triplecrown’s Trust Account of immediately available funds in accordance with the Irrevocable
Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver
the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal at Custodian) System to an account specified by Buyer. It shall be a condition
to the obligation of Buyer on the one hand and Seller on the other hand, to consummate the transfer
of the Shares contemplated hereunder that the other party’s representations and warranties are true
and correct on the Closing Date with the same effect as though made on such date, unless waived in
writing by the party to whom such representations and warranties are made.
(d) In the event that the Acquisition is not consummated by midnight on October 22, 2009 and
Buyer has not dissolved and liquidated its assets and paid Seller the liquidation value of its
Shares by October 29, 2009, then Buyer shall pay to Seller in immediately available funds,
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until Buyer liquidates and distributes its assets to its stockholders, an amount equal to the
lesser of (i) 4.0% of the Purchase Price Per Share per month (pro-rated on a daily basis based on
the date when payment is required and the date such payment is made) or (ii) the highest lawful
rate, for each Share held by Seller from the date such payment was required to be made through the
date such payment is actually made. Buyer agrees to promptly dissolve and liquidate and distribute
its assets in accordance with Delaware law if the Acquisition is not consummated by 11:59 p.m.
eastern standard time on October 22, 2009.
(e) In the event that the Acquisition is consummated and Seller has not received the Aggregate
Purchase Price and the Fees by October 23, 2009, then Buyer shall pay to Seller in immediately
available funds an amount equal to the lesser of (i) 4.0% of the Purchase Price Per Share per month
(pro-rated on a daily basis based on the date when payment is required and the date such payment is
made) or (ii) the highest lawful rate, for each Share held by Seller from the date such payment was
required to be made through the date such payment is actually made.
5. Representations and Warranties of the Seller. Seller makes the following
representations and warranties to and for the benefit of Buyer on the date hereof and on the
Closing.
(a) Sophisticated Seller. Seller is sophisticated in financial matters and is able to
evaluate the risks and benefits attendant to the sale of Shares to Buyer.
(b) Independent Investigation. Seller, in making the decision to sell the Shares to
Buyer, has not relied upon any oral or written representations or assurances from Buyer or any of
its officers, directors or employees or any other representatives or agents of Buyer, except as are
contained in this Agreement. Seller has had access to all of the filings made by Triplecrown with
the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities
Act of 1933, as amended (the “Securities Act”) in each case to the extent available publicly via
the SEC’s Electronic Data Gathering, Analysis and Retrieval system.
(c) Authority. This Agreement has been validly authorized, executed and delivered by
Seller and, assuming the due authorization, execution and delivery thereof by Buyer, is a valid and
binding agreement enforceable in accordance with its terms, subject to the general principles of
equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by Seller does not and will not conflict
with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any
agreement, contract or instrument to which Seller is a party which would prevent Seller from
performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Seller
is subject.
(d) No Legal Advice from Buyer. Seller acknowledges that it has had the opportunity
to review this Agreement and the transactions contemplated by this Agreement with Seller’s own
legal counsel and investment and tax advisors. Seller is not relying on any statements or
representations of Buyer or any of its representatives or agents for legal, tax or investment
advice with respect to this Agreement or the transactions contemplated by the Agreement.
(e) Ownership of Shares. Seller is the legal and beneficial owner of the Shares and
except for the proxies described in Section 2 hereof, to its knowledge, will transfer to Buyer on
the Closing Date good title to the Shares free and clear of any liens, claims, security interests,
options, charges or any other encumbrance whatsoever, except as otherwise agreed to in writing to
Buyer. Buyer acknowledges that the Shares may be transferred without the right to vote them at the
meeting of stockholders to approve the Acquisition.
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(f) Number of Shares. The Shares being transferred pursuant to this Agreement
represent all the common stock owned by Seller as of the date hereof.
(g) Aggregate Purchase Price Negotiated. Seller represents that both the amount of
Securities and the Aggregate Purchase Price were negotiated figures by the parties and that the
terms and conditions by the parties of this Agreement may differ from arrangements entered into
with other holders of Buyer’s common stock.
6. Representations, Warranties and Covenants of Buyer. Buyer makes the following
representations, warranties and covenants to and for the benefit of Seller on the date hereof and
on the Closing.
(a) Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to
evaluate the risks and benefits attendant to the purchase of Shares from Seller.
(b) Independent Investigation. Buyer, in making the decision to purchase the Shares
from Seller, has not relied upon any oral or written representations or assurances from Seller or
any of its officers, directors, partners or employees or any other representatives or agents of
Seller, except as are contained in this Agreement.
(c) Authority. This Agreement has been validly authorized, executed and delivered by
Buyer and assuming the due authorization, execution and delivery thereof by Seller, is a valid and
binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the
general principles of equity and to bankruptcy or other laws affecting the enforcement of
creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer
does not and will not conflict with, violate or cause a breach of, constitute a default under, or
result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which
would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or
regulation to which Buyer is subject.
(d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity
to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal
counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and
not on any statements or representations of Seller or any of its representatives or agents for
legal, tax or investment advice with respect to this Agreement or the transactions contemplated by
this Agreement.
(e) Organization. Buyer has been duly organized and is validly existing under the
laws of its jurisdiction of organization, with all requisite power and authority to enter into this
Agreement, to carry out the provisions and conditions hereof, and to consummate the transactions
contemplated hereby.
(f) Liabilities. Buyer (i) has no liabilities, obligations, guarantees or commitments
of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued
or unaccrued, matured or unmatured or otherwise (“Liabilities”) other than those reflected on the
Schedule of Liabilities attached hereto, and (ii) has no outstanding Liabilities that are not
subject to an effective waiver of claims against the Trust Account, except those Liabilities set
forth on such Schedule of Liabilities and indicated as “unwaived,” which Schedule of Liabilities
includes, but is not limited to, all Liabilities that resulted from, and potential Liabilities that
could result from, target businesses, vendors and service providers that have not waived any claims
against the Trust Account.
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(g) Title and Liens. (i) Buyer has good title to the Trust Account and all assets in,
or credited to, in the Trust Account, and (ii) the Trust Account, together with all assets in, or
credited to, the Trust Account, are free and clear of any security interest, mortgage, pledge,
lien, charge, encumbrance, title retention agreement or analogous instrument or device (a “Lien”)
other than the Liens in favor of Continental for the customary fees and expenses of Continental
incurred in connection with the administration of the Trust Account and those creditors set forth
on the Schedule of Liabilities attached hereto and indicated as “unwaived”, and (iii) Buyer has not
and will not create, incur, or suffer to exist any Lien on the Trust Account or any asset in or
credited to the Trust Account, whether arising by contract or agreement or under law.
(h) Waivers of Claims Against Trust Account. Except as otherwise disclosed on the
Schedule of Liabilities described in Section 6(f) above, Buyer has not obtained and agrees that it
will not obtain, the services of any vendor or service provider unless and until such vendor or
service provider acknowledges in writing that it does not have any right, title, interest or claim
of any kind in or to any monies, securities, or other assets of the Trust Account and waives any
claim it may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with Buyer and will not seek recourse against the Trust Account for any reason
whatsoever; provided that the foregoing shall not apply to Buyer’s independent accountants. In
addition, the waiver of claims against the Trust Account agreed to by Buyer and Cullen Agritech in
the Acquisition Agreements shall remain in full force and effect.
(i) Future Indebtedness. Buyer agrees that it shall not incur any Indebtedness (as
defined below) in excess of $10,000 in the aggregate, other than Indebtedness listed on Schedule I
attached hereto, without the prior written consent of Seller prior to the Closing. “Indebtedness”
means (i) indebtedness for borrowed money or the deferred price of property, goods or services
(other than trade and other payables incurred in the ordinary course of business), such as
reimbursement and other obligations for surety bonds and letters of credit, (ii) obligations
evidenced by notes, bonds, debentures or similar instruments, (iii) capital lease obligations, (iv)
the net obligations of Buyer under derivative transactions (including, but not limited to, under
swap agreements) or commodity transactions, and (v) any other operating expenses or other
obligations incurred by Buyer; and (vi) obligations of Buyer under a guarantee of debt of others of
the kinds referred to in clauses (i) through (v) above. Notwithstanding anything to the contrary in
this Agreement, “Indebtedness” shall not mean or include (i) any contracts or arrangements of Buyer
to purchase additional shares of its common stock using proceeds held in the Trust Account, (ii)
any taxes owed to any federal, state or local taxing authority and (iii) the payment of any
Conversion Rights. The Indebtedness set forth on Schedule I shall be subordinated in payment and
performance to the obligation to pay Seller pursuant to this Agreement in a manner reasonably
acceptable to Seller.
(j) Trust Account. Buyer confirms that at least $538,796,312 is held in the Trust
Account. Buyer covenants that the value of the Trust Account, as of any date of determination,
shall not be less than $9.76 per share of Buyer common stock issued in the IPO subject to
conversion and shall grant Seller view-only Internet access to the Trust Account to confirm such
value.
(k) Irrevocable Instructions to Continental. Upon execution of this Agreement, Buyer
is delivering the Irrevocable Instructions attached as Annex 1 to Continental requiring that no
funds be released from the Trust Account unless the amounts released from the Trust Account are
used to pay in full the amount due to the Seller under this Agreement prior to release of any funds
from the Trust Account to Buyer or any other party and Continental has acknowledged and agreed to
such Irrevocable Instructions. Seller hereby agrees and consents to the terms of such irrevocable
instruction letter. Buyer shall deliver a copy of such Irrevocable Instructions to Seller upon
execution of this Agreement. Buyer agrees that it will not enter into an agreement for a replacement of
Continental as
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trustee in connection with the Trust Account unless and until Buyer, such substitute
trustee, and any other required signatory shall first deliver to the Seller fully executed
Irrevocable Instructions substantially in the form attached as Annex 1 hereto together with all
others instructions executed by Continental and Buyer in connection with transfer of any funds in
the Trust Account. Upon the replacement of Continental, all references herein to Continental will
be to the substitute trustee. Neither the Company shall provide, nor the Insider shall cause the
Company to provide, any instructions with respect to the distribution of the Trust Account that are
different from the Irrevocable Instructions without the consent of Seller and all signatories to
the Irrevocable Instructions; provided, however, upon written confirmation of
Trustee’s compliance with the irrevocable instruction letter and payment of the Aggregate Purchase
Price and the Fees to Seller, Buyer may liquidate the Trust Account without further regard to this
letter or such irrevocable instructions.
(l) Investments. From the date of this Agreement until all amounts due to the Seller
are paid, Buyer agrees to invest the monies in the Trust Account in a money market fund invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940.
(m) Filings. None of the filings and reports made by Buyer with SEC and available on
the SEC’s XXXXX system, as of their respective filing dates, will contain any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading. Prior to Closing, Buyer agrees to make all required filings with the SEC under the
federal securities laws.
7. Representations, Warranties and Covenants of Insider and CAH. The Insider makes
the following representations, warranties and covenants to and for the benefit of Seller on the
date hereof and on the Closing.
(a) The execution, delivery and performance of this Agreement by such Insider is a legal,
valid and binding agreement of such Insider, enforceable against such Insider in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
(b) Such Insider will not take any action or give any instructions that would result in Buyer
breaching this Agreement.
CAH represents and warrants to and for the benefit of Seller on the date hereof and on the
Closing that the execution, delivery and performance of this Agreement by CAH is a legal, valid and
binding agreement of CAH, enforceable against CAH in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
8. Indemnification.
(a) In the event that the Aggregate Purchase Price and the Fees are not fully paid to Seller
at (a) the Closing or (b) if the Acquisition is not consummated, upon the liquidation of Buyer
while
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Seller owns any Shares, Buyer, CAH and the Insider hereby agree, jointly and severally, to
indemnify and hold harmless Seller against any loss incurred in an amount equal to the difference
between (i) the sum of the Aggregate Purchase Price, the Fees and the Reimbursable Expenses (as
defined in Section 11 hereof), minus (ii) the amount received by Seller from Buyer, plus any
default payments incurred pursuant to Section 4(d) and 4(e) hereof. Buyer, CAH and the Insider
agree, jointly and severally, to pay any and all costs, fees and expenses (including counsel fees
and expenses) incurred by Seller in enforcing its rights under this Section 8(a).
(b) Buyer and CAH (together with their successors) hereby agree, jointly and severally, to
indemnify and hold harmless Seller and each of its partners, principals, members, officers,
directors, employees, agents, representatives and affiliated or managed funds from and against any
and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature
whatsoever, and any and all actions, inquiries, proceedings and investigations in respect thereof
(including any proceeding by any government subdivision and any claim by any former or current
securityholder of Buyer), whether pending or threatened, to which any such party may become
subject, arising in any manner out of or in connection with this Agreement or the transactions
contemplated herein to the fullest extent permitted under applicable law, regardless of whether any
of such parties is a party hereto, and immediately upon request reimburse such party for such
party’s legal and other expenses as they are incurred in connection with investigating, preparing,
defending, paying, settling or compromising any such action, inquiry, proceeding or investigation
(including, without limitation, usual and customary per diem compensation for any such party’s
involvement in discovery proceedings or testimony); provided that Buyer and CAH shall not be liable
for any such loss, liability, claim, damage or expense resulting from actions taken by Seller in
bad faith or as a result of its gross negligence or willful misconduct.
9. Termination of Purchase Obligation. The obligation of Seller and Buyer to sell and
purchase, respectively, the Shares under this Agreement shall become null and void and of no force
and effect upon the earlier of (i) the termination of the Acquisition Agreement or abandonment of
the Acquisition or (ii) 11:59 p.m. eastern standard time on October 22, 2009 if the Acquisition has
not been consummated by such date. Notwithstanding any provision in this Agreement to the
contrary, Buyer’s obligation to purchase the Shares from Seller and Seller’s obligation to sell the
Shares to Buyer shall be conditioned on the consummation of the Acquisition.
10. Covenant of Seller. After the execution of this Agreement and prior to Closing,
Seller shall not acquire any common stock, warrants or other securities of Triplecrown or effect
any derivative transactions with respect thereto.
11. Expenses. All costs and expenses incurred in connection with the transactions
contemplated by this Agreement, including, without limitation, legal fees and expenses and all
other out-of-pocket costs and expenses of third parties incurred by a party in connection with the
negotiation and effectuation of the terms and conditions of this Agreement and the transactions
contemplated thereby, shall be the obligation of the respective party incurring such fees and
expenses; provided that Buyer shall pay up to $50,000 of the documented costs and expenses incurred
by Seller in connection with the transactions contemplated by this Agreement (the “Reimbursable
Expenses”).
12. Counterparts; Facsimile. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. This Agreement or any counterpart may
be executed via facsimile or electronic transmission, and any such executed facsimile or
electronic copy shall be treated as an original.
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13. Governing Law. This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State of New York. Each of the parties
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts 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, which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and
irrevocably waives trial by jury.
14. Remedies. Each of the parties hereto acknowledges and agrees that, in the event
of any breach of any covenant or agreement contained in this Agreement by the other party, money
damages may be inadequate with respect to any such breach and the non-breaching party may have no
adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be
entitled, in addition to any other remedy to which they may be entitled at law or in equity, to
seek injunctive relief and/or to compel specific performance to prevent breaches by the other party
hereto of any covenant or agreement of such other party contained in this Agreement.
15. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives, successors and permitted
assigns. This Agreement shall not be assigned by either party without the prior written consent of
the other party hereto, except that Seller may assign any of its rights and interests to any person
or entity, with Buyer’s prior written consent (which consent will not be unreasonably withheld)
provided that the performance required of Seller hereunder will not be impaired.
16. Headings. The descriptive headings of the Sections hereof are inserted for
convenience only and do not constitute a part of this Agreement.
17. Entire Agreement; Changes in Writing. This Agreement constitutes the entire
agreement among the parties hereto and supersedes and cancels any prior agreements,
representations, warranties, whether oral or written, among the parties hereto relating to the
transaction contemplated hereby. Neither this Agreement not any provision hereof may be changed or
amended orally, but only by an agreement in writing signed by the other party hereto.
18. Maximum Payments. Nothing contained herein shall be deemed to establish or
require the payment of a rate of interest or other charges in excess of the maximum rate permitted
by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum rate permitted by applicable law, any payments in excess of such
maximum rate shall be credited against amounts owed by Buyer or the Insider to the Seller and thus
refunded to Buyer or the Insider, as applicable.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on
the first page of this Agreement.
| TRIPLECROWN ACQUISITION CORP. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Executive Officer | |||
| SELLER: VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. |
||||
| By: | Victory Park Capital Advisors, LLC, its | |||
| investment manager | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | General Counsel | |||
| Address: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 |
||||
| The undersigned joins as a party to the foregoing Agreement for the limited purposes provided in Sections 8(a) and 8(b) of the Agreement: |
||||
| CULLEN AGRICULTURAL HOLDING CORP. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | ||||
| Title: | ||||
| The undersigned joins as party to the foregoing Agreement for the limited purposes provided in Sections 4(d), 7 and 8(a) of the Agreement: |
||||
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx | ||||
Purchase Price Per Share: $9.76
Number of Shares: 6,784,609
Aggregate Purchase Price: $66,217,783.84
Fees: $506,696.35
Number of Shares: 6,784,609
Aggregate Purchase Price: $66,217,783.84
Fees: $506,696.35
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Annex I
TRIPLECROWN ACQUISITION CORP.
000 XXXX XXXXXXXX, XXX 000
XXXXXXX, XXXXXXX 00000
000 XXXX XXXXXXXX, XXX 000
XXXXXXX, XXXXXXX 00000
October 20, 2009
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:
Re: Trust Account No. 530-151936 (the “Trust Account”)
Gentlemen:
Triplecrown Acquisition Corp. (the “Company”) is providing these irrevocable instructions to
you in connection with the above described Trust Account established in connection with and
pursuant to an Investment Management Trust Agreement dated as of October 22, 2007 between the
Company and Continental Stock Transfer & Trust Company as Trustee (the “Trust Agreement”).
Capitalized terms used herein shall have the meanings ascribed to such terms in the Trust
Agreement.
In the event the Company delivers to you a Termination Letter substantially in the form of
Exhibit A to the Trust Agreement, in addition to the other documents required to be delivered
pursuant to Exhibit A of the Trust Agreement, then on the date the Trust Account is liquidated, you
are hereby irrevocably instructed by the Company to immediately deliver from the Trust Account an
aggregate amount equal to USD $151,985,548.30 (the “Aggregate Amount”) in consideration for the
delivery (through the DWAC System to the Company’s account) of an aggregate of 15,454,036 shares of
the Company’s common stock (the “Shares”) beneficially owned by Victory Park Credit Opportunities
Master Fund, Ltd., Victory Park Special Situations Master Fund, Ltd., Platinum Partners Value
Arbitrage Fund, LP, Xxxxx Family, LP and Harrier Capital Partners, LP (each an “Investor” and,
collectively, the “Investors”) which shall be distributed to such Investors contemporaneously in
the amounts indicated on Schedule A hereto prior to the release of any funds from the Trust Account
to the Company or any other third party. Such amounts shall be delivered to the Investors in
accordance with the bank wire instructions delivered to you by each of the Investors. To the
extent there is less than the Aggregate Amount remaining in the Trust Account upon distribution to
the Investors, then such lesser amount shall be allocated to the Investors pari passu.
The funds distribution described above is for the benefit of the Investors, each of whom is hereby
made a third party beneficiary of these irrevocable instructions with rights of enforcement.
Each of the Company and Trustee acknowledges that the instructions contained herein may not be
amended, modified, waived or otherwise changed by the Company, Trustee or any other person without
the prior written consent of all the Investors.
In order to expedite payment, attached is Victory Park’s Form W-8.
Kindly acknowledge where indicated below, your receipt and understanding of these instructions and
return a copy to Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, PC, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, attention: Xxxxxxx X. Xxxxxxx, Esq., Fax Number: (000) 000-0000; Phone Number: (212)
692-
10
6732; to Xxxxxxxx Xxxxxx, attn: Xxxxx Xxxx Xxxxxx, Esq. facsimile number (000)-000-0000; and to
Grushko & Xxxxxxx, P.C., 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, attention: Xxxxxx X.
Xxxxxxx, Esq., Fax Number: (000) 000-0000; Phone Number: (000) 000-0000.
A facsimile signed and electronically delivered copy of this letter shall be deemed an original.
| Very truly yours, TRIPLECROWN ACQUISITION CORP. |
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| By: | ||||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Executive Officer | |||
| Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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