PROMISSORY NOTE

PROMISSORY NOTE

FOR VALUE RECEIVED, Cullen Agricultural Holding Corp., a Delaware corporation (“Maker”), having an address at 22 Barnett Shoals Road, Watkinsville, Georgia 30677, hereby promises to pay to the order of Cullen Inc Holdings Ltd., its heirs, administrators, executors, guardians, successors and/or assigns (any of which is hereinafter referred to as “Holder” or “Payee”), at Level 9, Walker Wayland Centre, 68 Shortland Street, Auckland, New Zealand, Post Office Box 91269, in lawful money of the United States, the sum of SIX MILLION EIGHT HUNDRED SIXTY NINE THOUSAND THREE HUNDRED EIGHTY TWO DOLLARS AND SEVENTY THREE CENTS ($6,869,382.73) (“Principal Amount”) as soon as reasonably practicable (and in no event later than January 20, 2010) (the “Maturity Date”).  This Note is being issued pursuant to that certain Agreement and Plan of Reorganization (“Merger Agreement”), dated as of September 4, 2009, as amended, between Maker, Payee, Triplecrown Acquisition Corp., CAT Merger Sub, Inc. and Cullen Agricultural Technologies, Inc. as a result of there being insufficient funds to re