Exhibit 4.1
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
here
