SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

CULLEN AGRICULTURAL HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

229894 100

(CUSIP Number)

Eric J. Watson

1431 N. Jones Plantation Road

Millen, Georgia 30442

(706) 621-6737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  229894 100 SCHEDULE 13D Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Eric J. Watson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    ¨ (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Zealand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,500,000
	8	SHARED VOTING POWER 11,206,148
	9	SOLE DISPOSITIVE POWER 2,500,000
	10	SHARED DISPOSITIVE POWER 11,206,148

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,706,148
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No.  229894 100 SCHEDULE 13D Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Cullen Inc Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)    ¨ (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Zealand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,206,148
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 11,206,148
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,206,148
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No.  229894 100 SCHEDULE 13D Page 4 of 7 Pages

This Amendment No. 1 amends the original Schedule 13D (“Schedule 13D”) previously filed by Eric J. Watson (“Watson”) and Cullen Inc. Holdings Ltd. (“Cullen Holdings”) with respect to ownership of the Common Stock, par value $0.0001 per share (“Common Stock”), of Cullen Agricultural Holding Corp., a Delaware corporation ("Issuer").  Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC.

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 19,630,714 shares of Common Stock outstanding as of March 24, 2011 (as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 25, 2011).

Item 1.  Security and Issuer.

Item 1 is hereby amended in its entirety to read as follows:

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer.  The Issuer’s principal executive offices are located at 1431 N. Jones Plantation Road, Millen, Georgia 30442.

Item 2.  Identity and Background.

The first paragraph of Item 2 is hereby amended in its entirety to read as follows:

Mr. Watson’s business address is 1431 N. Jones Plantation Road, Millen, Georgia 30442.  Mr. Watson has been Chief Executive Officer, Secretary, Treasurer and a member of the Board of Directors of the Issuer since its inception.

Item 3.  Sources of Funds.

Item 3 of the Schedule 13D is hereby amended to add the following:

On March 31, 2011, Cullen Holdings entered into agreements with each of Gallo Holdings Limited, Leonie Investments Limited and Neroli Holdings Limited pursuant to which Cullen Holdings sold 975,000 shares of the Issuer’s Common Stock, 900,000 shares of the Issuer’s Common Stock and 900,000 shares of the Issuer’s Common Stock, respectively, to the purchasers at a purchase price of $0.07 per share.  The agreements provided that the purchasers would pay for the shares through the issuance of promissory notes to Cullen Holdings.  The promissory notes are due on the close of business on March 30, 2013 and bear no interest.  To secure the payment of the promissory notes, each of the purchasers granted to Cullen Holdings a security interest in and to the shares of Common Stock sold and the proceeds thereof.

Also on March 31, 2011, Cullen Holdings entered into agreements with each of Munil Development Inc. and Tim Connell pursuant to which Cullen Holdings sold 950,000 shares of the Issuer’s Common Stock to each of the purchasers at a purchase price of $0.07 per share.  Pursuant to the agreements, the sales will close on May 31, 2011 at which time the purchasers will pay the purchase price in cash to Cullen Holdings.

CUSIP No.  229894 100 SCHEDULE 13D Page 5 of 7 Pages

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended in its entirety to read as follows:

After the sale of shares referred to in Item 3, Watson is the beneficial owner of 13,706,148 shares of the Issuer’s Common Stock, representing 11,206,148 shares of Common Stock held by Cullen Holdings and 2,500,000 shares of Common Stock issuable upon exercise of the Insider Warrants held directly by Watson.  Watson is the beneficial owner of 61.9% of the Issuer’s outstanding Common Stock.  Watson has shared voting and dispositive power over the 11,206,148 shares of Common Stock held by Cullen Holdings and sole voting and dispositive power over the 2,500,000 shares of Common Stock issuable upon exercise of the Insider Warrants.  The foregoing amounts do not include 6,630,000 shares of Common Stock issuable upon the exercise of Initial Warrants that are not currently exercisable and will not become exercisable within 60 days.

After the sale of shares referred to in Item 3, Cullen Holdings is the beneficial owner of 11,206,148 shares of Common Stock.  Cullen Holdings is the beneficial owner of 57.1% of the Issuer’s outstanding Common Stock.  Cullen Holdings has shared voting and dispositive power over the 11,206,148 shares of Common Stock.

In the past 60 days, Watson and Cullen Holdings effected the transactions described under Item 3 above and such transactions are incorporated by reference herein.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

In connection with the sales in March 2011 described under Item 3 above, Cullen Holdings and each of Gallo Holding Limited, Leonie Investments Limited and Neroli Holdings Limited entered into a pledge and escrow agreement in order to secure the payment of the promissory notes referred to in Item 3.  If any of Gallo Holding Limited, Leonie Investments Limited or Neroli Holdings Limited fails to satisfy its obligations under the promissory notes, Cullen Holdings shall have the right to satisfy such obligations through the return and/or subsequent sale of the shares of the Issuer’s Common Stock sold to such party.

CUSIP No.  229894 100 SCHEDULE 13D Page 6 of 7 Pages

Item 7.  Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following:

6. Form of Purchase Agreement between Cullen Inc. Holdings Limited and each of Gallo Holding Limited, Leonie Investments Limited and Neroli Holdings Limited

7. Form of Pledge and Escrow Agreement between Cullen Inc. Holdings Limited and each of Gallo Holding Limited, Leonie Investments Limited and Neroli Holdings Limited

8. Form of Purchase Agreement between Cullen Inc. Holdings Limited and each of Munil Development Inc. and Tim Connell

CUSIP No.  229894 100 SCHEDULE 13D Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated April 8, 2011

	/s/ Eric J. Watson Eric J. Watson Cullen Inc Holdings Ltd.
By:	/s/ Eric J. Watson
	Name: Eric J. Watson
	Title: Authorized Person

EX-99.6

AGREEMENT

AGREEMENT, dated March 31, 2011, among Cullen Inc. Holdings Ltd. (“Seller”) and ________ (“Purchaser”).

RECITALS:

A.           Seller desires to sell ______ shares of common stock, par value $0.0001 per share (the “Shares”), of Cullen Agricultural Holding Corp. (the “Company”) to Purchaser; and

B.           Purchaser desires to purchase the Shares from Seller on the terms and conditions set forth in this Agreement; and

C.           The Shares are subject to certain restrictions on transferability.

IT IS AGREED:

1.           Purchase and Sale of Shares.  Subject to the terms and conditions herein, Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase the Shares from Seller for an aggregate purchase price of $______ (“Purchase Price”).  Simultaneously with the execution of this Agreement:

(a)           Seller shall deliver to Continental Stock Transfer & Trust Company, transfer agent and registrar for the Company’s Shares (“Continental”), a certificate representing the Shares, registered in Seller’s name, together with an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed or accompanied by an appropriate waiver form addressed to Continental, so that the Shares may be transferred to the name of Purchaser.  Once transferred, the shares shall be delivered by Continental to Graubard Miller, acting as Escrow Agent (“Escrow Agent”) pursuant to a separate Pledge and Escrow Agreement dated of even date herewith, to hold pending repayment of the Note (defined below) or a default thereunder.

(b)           Purchaser shall pay the Purchase Price to Seller by delivery of a promissory note in the amount of $__________ (“Note”) to be dated of even date herewith.  To secure Purchaser’s obligation to repay the Note, Purchaser hereby grants to Seller a security interest in and to the Shares and the proceeds thereof.  Accordingly, Purchaser shall also deliver to the Escrow Agent an instrument of transfer executed in blank with original signature from Purchaser, medallion guaranteed or accompanied by an appropriate waiver form addressed to Continental, so that the Shares may be transferred back to the name of Seller in the event Purchaser defaults in its payment obligations under the Note.

2.           Representations and Warranties of Seller.  Seller represents and warrants to Purchaser as follows:

(a)           This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)           Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions.  Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares.  No other person or entity has any interest in the Shares of any nature.

3.           Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)           This Agreement and the Note each constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)           Purchaser has reviewed the documents of the Company filed with the Securities and Exchange Commission (“Company Filings”) and Purchaser understands the content of the Company Filings and the risks described about an investment in the Company, including the fact that the Company currently has insufficient funds to implement its business plan as currently contemplated, that it may never have sufficient funds to implement its business plan as currently contemplated and that it may be forced to completely suspend operations if financing or another alternative is not available to it.

(c)           Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”).

(d)           Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and has sufficient information about the Company to evaluate the merits and risks of an investment in the Company.

(e)           Purchaser understands that the Shares are not registered under the Securities Act or in any state and that the Shares may not be able to be sold unless they are subsequently registered or an exemption from such registration is available.  Purchaser further understands that a new holding period will start upon transfer of the Shares from Seller and that he may be required to hold the Shares for at least 6 months before reselling the Shares.  Purchaser understands the certificate representing the Shares will bear a legend indicating the restrictions on transferability.

(f)           The Shares are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

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(g)           Purchaser understands that Seller is the Chairman of the Board, Chief Executive Officer, Secretary and Treasurer of the Company and that in his positions with the Company, Seller regularly becomes aware of material, non-public information with respect to the business operations, financial condition and prospects of the Company of which the Purchaser is not aware.  Purchaser further understands that some of the material, non-public information of which Seller is aware and Purchaser is not (“Excluded Information”) could be negative in nature and, if released to the public, could have a negative impact on the market price of the shares of the Company.  Notwithstanding the foregoing, Purchaser is still desirous of purchasing the Shares from Seller.  Furthermore, Purchaser is not requesting the Excluded Information and agrees that neither Seller nor the Company is obligated to disclose any Excluded Information to Purchaser and that neither Seller nor the Company shall have any liability with respect to any non-disclosure of the Excluded Information.  Purchaser hereby releases and waives, to the fullest extent permitted by law, any and all claims, causes of action, proceedings, suits, judgments. liens and executions, claims and causes of action, whether known or unknown, now or hereafter arising against Seller and the Company, based upon or relating to such non-disclosure or Purchaser’s failure to review the Excluded Information and further covenants not to sue Seller or the Company for any loss, damage or liability arising from or relating to the purchase of the Shares.

4.           Notices.  All notices, requests and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered personally or one day after delivery to a nationally recognized overnight courier for next day early morning delivery, in each case to the addresses set forth on the signature page, or to such other address as shall be specified by like notice.

5.           Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to principles of conflicts of law.

6.           Counterparts.  This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

7.           Further Assurances.  The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement, including executing and delivering all further instruments and documents that Seller may request in order to perfect and protect the security interest granted hereby, or to enable Seller to exercise and enforce its rights and remedies with respect to the Shares following an event of default under the Note.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SELLER:	PURCHASER:
CULLEN INC. HOLDINGS LTD.
By:	By:
Name:	Name:
Title:	Title:
Address:	Address:

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EX-99.7

PLEDGE AND ESCROW AGREEMENT

AGREEMENT, dated March 31, 2011, among Cullen Inc. Holdings Ltd. (“Pledgee”), ___________ (“Pledgor”) and GRAUBARD MILLER (“Escrow Agent”).

WITNESSETH:

1.           To secure the due and punctual payment when due by Pledgor of the indebtedness owed to Pledgee (the “Obligations”), as evidenced by that certain promissory note (“Note”) in the amount of $_________, Pledgor hereby grants to Pledgee a security interest in the shares of common stock (the “Pledged Shares”) listed on Schedule A hereto.  Pledgor hereby delivers to Escrow Agent the Pledged Shares, together with stock powers duly endorsed in blank and medallion guaranteed or accompanied by an appropriate waiver form.  The Pledged Shares, with the stock powers, will be collectively referred to herein as the “Collateral.”

2.           Pledgor represents and warrants that:

(i)            Pledgor is the record and beneficial owner of, and has good and marketable title to, and is able to freely transfer, the Pledged Shares, free and clear of all liens, security interests, charges, claims, transfer restrictions (including through any shareholder or similar agreement) and other encumbrances;

(ii)           Pledgor has not granted to any person or entity any options or other rights to buy the Pledged Shares and no other person or entity has any interest in the Pledged Shares of any nature;

(iii)          Pledgor is not an affiliate of any of the issuers of the Pledged Shares (collectively, the “Issuers”);

(iv)          Pledgor is not in possession of any material non-public information relating to any of the Issuers; and

(v)           The pledge pursuant to this Agreement of any Pledged Shares coupled with the execution of blank stock powers medallion guaranteed, creates or will create a valid and perfected first priority security interest in the Pledged Shares, securing the payment of the Obligations.

3.           Subject to the provisions of this Agreement, Escrow Agent shall hold the Collateral until it receives confirmation that the Note has been paid in full, or until such earlier date on which Escrow Agent shall have received notice signed by Pledgee and Pledgor, instructing Escrow Agent to release the Collateral to Pledgor.  Thereupon this Agreement shall terminate and Escrow Agent shall deliver the Collateral to Pledgor, and Pledgee and Escrow Agent shall execute such other documents and take such other actions as may be necessary or appropriate to vest all rights to the Collateral in Pledgor, free and clear of this Agreement.

 

4.           If Pledgee gives notice (“Default Notice”) to Escrow Agent that Pledgor has failed in any manner to satisfy the Obligations and that such failure has continued for a period of ten days after notice from Pledgee to Pledgor of such failure, then Escrow Agent shall immediately give a copy of the Default Notice to Pledgor.  If, within five days after the giving of such notice by Escrow Agent, Pledgor does not give notice to Escrow Agent that it objects to the Default Notice, Escrow Agent shall immediately, without any further notice, deliver the Collateral, free of escrow, to Pledgee.  Subject to paragraph 5 hereof, upon receipt of the Collateral, Pledgee shall have the rights of a secured party under the provisions of the Uniform Commercial Code, as enacted in the State of New York (“Code”), including the right to effect a sale of the Collateral.  Pledgor recognizes that Pledgee may be unable to effect a public sale of all or a part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof.  The proceeds of any sale of the Collateral shall be applied to the payment of all amounts due and outstanding under the Note, and any balance of such proceeds shall be paid forthwith to Pledgor.

5.           During the term of this Agreement, all dividends and distributions with respect to the Pledged Shares (whether payable in cash, stock or other assets of any kind) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Pledged Shares” shall be deemed to include all such dividends and distributions paid thereon, if any.  If the Pledged Shares or any of them are changed, reclassified, subdivided, consolidated or converted into a different number or class of shares or units or otherwise (including as a result of such shares being cashed out), the shares or other securities or property resulting from the change, reclassification, subdivision, consolidation or conversion shall be subject to the provisions of this Agreement and shall be considered “Collateral” (even if the Pledged Shares are exchanged for all cash).

6.           Any dispute hereunder, including, without limitation, any dispute as to whether a default has occurred under the Note or as to release of the Collateral, shall be submitted to and settled by arbitration in the City of New York.  Such arbitration shall be effected by arbitrators selected as hereinafter provided, and shall be conducted in accordance with the rules, then existing, of the American Arbitration Association.  The dispute shall be submitted to three arbitrators, one arbitrator being selected on behalf of Pledgor as one party to the dispute, one arbitrator being selected by Pledgee as the other party to the dispute, and the third arbitrator being selected by the two so selected by the parties, or, if they cannot agree on a third arbitrator, by the American Arbitration Association.  If either party, within two weeks after notification made to it of the demand for arbitration by the other party, shall not have selected its arbitrator and given notice of such selection to the other party, such arbitrator shall be selected by the American Arbitration Association.  Judgment upon the award rendered in the arbitration may be entered in any court having jurisdiction thereof.

 

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Pledgor and Pledgee shall notify Escrow Agent in writing of the names and addresses of any arbitrators appointed at any time pursuant to this Agreement, but Escrow Agent shall have no duties in respect of such arbitration.

7.           The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, certificates and documents and take all further action that may be reasonably necessary or desirable or that the Pledgee may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder and under the Note.

8.           Any and all notices or other instruments or papers required or permitted to be given under any provision of this Agreement shall be in writing and shall be deemed given upon personal delivery or the mailing thereof by first class certified mail, return receipt requested, postage prepaid as follows:

(i)            if to Pledgor, at:

_____________________________

_____________________________

_____________________________

Attention:  ____________________

(ii)           if to Pledgee, at:

Cullen Inc. Holdings Ltd.

8 Airpark Drive

Airport Oaks

Manukau

PO Box 53042

Auckland, New Zealand

Attn:           Mr. Eric Watson

if to the Escrow Agent, at:

Graubard Miller

405 Lexington Avenue, 19th Floor

New York, New York 10174

Attn:  David Alan Miller, Esq.
 

unless in each case such party shall have notified the other parties in writing of a different address.

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If notice is sent to Pledgor, a copy of said notice shall be sent by first class mail, postage prepaid, to:

David Alan Miller, Esq.

Graubard Miller

405 Lexington Avenue, 19th Floor

New York, New York 10174

9.           Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and may rely on, and shall be protected in acting or refraining from action in reliance on, any instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so.  Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed jointly by Pledgor and Pledgee and agreed to by Escrow Agent.  Escrow Agent shall have no responsibility for the contents of any writing contemplated herein, and may rely without liability upon the contents thereof.  Escrow Agent's duties are as a depositary only, and Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby, nor for action taken or omitted by it in accordance with advice of counsel, and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by wilful misconduct or gross negligence.  Pledgor and Pledgee each agrees to indemnify Escrow Agent and hold it harmless against any and all liabilities, expenses and costs, including reasonable attorney fees, incurred by it hereunder as a consequence of any party's action, except in either case for Escrow Agent's own wilful misconduct or gross negligence.

In the event of any disagreement hereunder resulting in adverse claims and demands being made in connection with the Collateral held by the Escrow Agent, the Escrow Agent shall be entitled, at its option, to refuse to comply with any claims or demands on it as long as such disagreement shall continue, and in so refusing, the Escrow Agent need make no delivery or other disposition of the Collateral, and in so doing shall not be or become liable in any way or to any person for its failure or refusal to comply with such conflicting or adverse demands; and the Escrow Agent shall be entitled to continue to so refrain from acting and to so refuse to act until:  (i) it shall have received instructions with respect to the disposition of the Collateral signed by Pledgor and Pledgee; or (ii) it shall have received appropriate evidence of the resolution of such disagreement pursuant to the provisions of paragraph 6 hereof for the determination of any controversy or claim arising hereunder; or (iii) it shall have delivered the Collateral into a court having jurisdiction of such claim.

Escrow Agent may retain counsel to advise it in connection with any matter arising under this Agreement, and the reasonable fees and disbursements of such counsel shall be paid when requested by Escrow Agent in equal shares by Pledgor and Pledgee.  In the event that Escrow Agent shall become party to any litigation in connection with its function as Escrow Agent hereunder, whether such litigation shall be brought by or against Escrow Agent, the reasonable fees and disbursements of Escrow Agent's counsel therein, together with any other liability, loss or expense which Escrow Agent may suffer or incur in connection therewith shall be paid by Pledgor and Pledgee.  As between Pledgor and Pledgee, the reasonable fees and disbursements of Escrow Agent's counsel and the other liability losses or expenses of Escrow Agent referred to above shall be borne by the party determined by the court or arbitrator having jurisdiction to have committed the wrongful acts giving rise to litigation.

 

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If Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to relinquish custody of the Collateral, it may do so by delivering the same to any other escrow agent mutually agreeable to Pledgor and Pledgee, and if no such escrow agent shall be selected, then Escrow Agent may do so by delivering the Collateral (a) to any bank or trust company in the Borough of Manhattan, City and State of New York, which is willing to act as escrow agent hereunder in place and instead of Escrow Agent, or (b) to the clerk or other proper officer of a court of competent jurisdiction as may be permitted by law within the State, County and City of New York.  The fee of any such bank or trust company or court officer shall be borne equally by Pledgor and Pledgee.  Upon such delivery, Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Collateral.

This Agreement shall not create any fiduciary duty on Escrow Agent's part to Pledgor and Pledgee, nor disqualify Escrow Agent from representing Pledgor in any dispute with Pledgee, including any dispute with respect to the Collateral.

10.           This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of Pledgor, Pledgee and Escrow Agent.

11.           Escrow Agent hereby agrees to act as Escrow Agent under this Agreement and acknowledges receipt of the Collateral deposited with it pursuant to the provisions hereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.

	PLEDGOR:
By:
	Name:
	Title:
	PLEDGEE:
	CULLEN INC. HOLDINGS LTD.
By:
	Name:
	Title:

5

EX-99.8

 

AGREEMENT

AGREEMENT, dated March 31, 2011, among Cullen Inc. Holdings Ltd. (“Seller”), ________ (“Purchaser”) and Graubard Miller (“Escrow Agent”).

RECITALS:

A.           Seller desires to sell ______ shares of common stock, par value $0.0001 per share (the “Shares”), of Cullen Agricultural Holding Corp. (the “Company”) to Purchaser; and

B.           Purchaser desires to purchase the Shares from Seller on the terms and conditions set forth in this Agreement; and

C.           The Shares are subject to certain restrictions on transferability.

IT IS AGREED:

1.           Purchase and Sale of Shares.  Subject to the terms and conditions herein, Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase the Shares from Seller for an aggregate purchase price of $______ (“Purchase Price”).

2.           Delivery of Shares and Deposit of Purchase Price.

(a)           On May 31, 2011, Seller shall deliver to Escrow Agent a certificate representing the Shares, registered in Seller’s name, together with an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed or accompanied by an appropriate waiver form addressed to Continental.  Upon receipt, Escrow Agent shall deliver such documentation to the Company’s transfer agent so that the Shares may be transferred to the name of Purchaser.

(b)           On May 31, 2011, Purchaser shall pay the Purchase Price to Escrow Agent for the benefit of Seller, by wire transfer of immediately available funds to the account of Escrow Agent.  Escrow Agent shall hold the funds representing the Purchase Price in a non-interest bearing account.

3.           Closing.  The closing of the purchase and sale of the Shares (“Closing”) shall take place on the first business day after the Escrow Agent has received a certificate (“Certificate”) from the Company’s transfer agent representing the Shares registered in the name of the Purchaser.  At the Closing, Escrow Agent shall remit the Purchase Price to Seller (in accordance with wire transfer instructions provided by Seller) and deliver the Certificate to the Purchaser.

4.           Representations and Warranties of Seller.  Seller represents and warrants to Purchaser as follows:

(a)           This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)           Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions.  Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares.  No other person or entity has any interest in the Shares of any nature.

5.           Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)           This Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)           Purchaser has reviewed the documents of the Company filed with the Securities and Exchange Commission (“Company Filings”) and Purchaser understands the content of the Company Filings and the risks described about an investment in the Company, including the fact that the Company currently has insufficient funds to implement its business plan as currently contemplated, that it may never have sufficient funds to implement its business plan as currently contemplated and that it may be forced to completely suspend operations if financing or another alternative is not available to it.

(c)           Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”).

(d)           Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and has sufficient information about the Company to evaluate the merits and risks of an investment in the Company.

(e)           Purchaser understands that the Shares are not registered under the Securities Act or in any state and that the Shares may not be able to be sold unless they are subsequently registered or an exemption from such registration is available.  Purchaser further understands that a new holding period will start upon transfer of the Shares from Seller and that he may be required to hold the Shares for at least 6 months before reselling the Shares.  Purchaser understands the certificate representing the Shares will bear a legend indicating the restrictions on transferability.

(f)           The Shares are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

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(g)           Purchaser understands that Seller is the Chairman of the Board, Chief Executive Officer, Secretary and Treasurer of the Company and that in his positions with the Company, Seller regularly becomes aware of material, non-public information with respect to the business operations, financial condition and prospects of the Company of which the Purchaser is not aware.  Purchaser further understands that some of the material, non-public information of which Seller is aware and Purchaser is not (“Excluded Information”) could be negative in nature and, if released to the public, could have a negative impact on the market price of the shares of the Company.  Notwithstanding the foregoing, Purchaser is still desirous of purchasing the Shares from Seller.  Furthermore, Purchaser is not requesting the Excluded Information and agrees that neither Seller nor the Company is obligated to disclose any Excluded Information to Purchaser and that neither Seller nor the Company shall have any liability with respect to any non-disclosure of the Excluded Information.  Purchaser hereby releases and waives, to the fullest extent permitted by law, any and all claims, causes of action, proceedings, suits, judgments. liens and executions, claims and causes of action, whether known or unknown, now or hereafter arising against Seller and the Company, based upon or relating to such non-disclosure or Purchaser’s failure to review the Excluded Information and further covenants not to sue Seller or the Company for any loss, damage or liability arising from or relating to the purchase of the Shares.

6.           Escrow Agent.

(a)           Escrow Agent is serving hereunder solely as a convenience to the parties to facilitate the Closing and Escrow Agent’s sole obligation under this Agreement is to act with respect to the Shares and Purchase Price as described in Sections 2 and 3 of this Agreement. Escrow Agent shall not be liable to Seller or Purchaser or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with serving as Escrow Agent unless Escrow Agent has acted in a manner constituting gross negligence or willful misconduct. Seller shall indemnify Escrow Agent against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this transaction except as a result of its gross negligence or willful misconduct.

(b)           Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been sued or presented by the proper party or parties. Escrow Agent may conclusively presume that the undersigned representative of Purchaser and Seller has full power and authority to instruct Escrow Agent on behalf of that party unless written notice to the contrary is received by Escrow Agent.

7.           Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to principles of conflicts of law.

8.           Counterparts.  This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

9.           Further Assurances.  The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SELLER:	PURCHASER:
Cullen Inc. Holdings Ltd.
Address:	Address:
ESCROW AGENT:
Graubard Miller
By:
Name:
Title:

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