Exhibit 10.1


 


CULLEN AGRICULTURAL HOLDING CORP.


 


Subscription Agreement


 




    	1



    	 



    

 


INSTRUCTIONS


 


IMPORTANT: PLEASE READ CAREFULLY BEFORE
SIGNING. SIGNIFICANT OBLIGATIONS AND REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.


 


Steps For All Investors


 


		1.	Fill in your name and amount of investment on Page 3.



 


Additional Steps for Individual Investors


 


		1.	Complete the requested information on Page 8.



		2.	Sign Page 10.



 


Additional Steps for Entity Investors


 


		1.	Complete the requested information on Page 9.



		2.	Sign Page 10.



		3.	If applicable, complete the information on Pages 11 and please sign as indicated thereon.



 


PLEASE DELIVER TWO EXECUTED COPIES OF
THE SUBSCRIPTION AGREEMENT TO:


 


Paul Vassilakos


180 Madison Ave


Suite 1702


NY, NY 10016


 


THE SUBSCRIPTION PAYMENT MUST BE WIRED
AS FOLLOWS:


 


Wire your funds to the following account,
maintained by Cullen Agricultural Holding Corp.:


 


Bank:


Account #


ABA #


FAO:


 


When you wire your funds, please notify Paul Vassilakos
at 646-240-4262.


 


Any questions you may have concerning these
documents or the payment of your subscription amount should be directed to Paul Vassilakos at (646) 240-4262,


 




    	2



    	 



    

 


Print Name of Investor:_________________________


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(“Subscription Agreement”) is being used by Cullen Agricultural Holding Corp., a Delaware corporation (the “Company”),
for a private placement (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Shares”)
on the terms contained in this Subscription Agreement.


 


The above-named Investor
hereby agrees as follows:


 


1.           Subscription
for Securities. Investor hereby subscribes for and agrees to purchase $_________ of Shares of the Company at a purchase
price of $0.20 per share, subject to the terms and conditions set forth in this Subscription Agreement.


 


2.           Offering
and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this
Subscription Agreement. The offering is being made on a “best efforts, no minimum, $1.0 million maximum” basis, provided
that the Company may increase the maximum amount at any time prior to the Termination Date in its sole discretion without notice
to the Investor. The Company is offering the Shares until the earlier of (i) the date by which the maximum amount of Shares being
offered have been sold or (ii) December 31, 2014, unless such latter date is extended, without notice to the Investor, by the Company
in its sole discretion to a date not later than January 31, 2015 (such earlier date being referred to herein as the “Termination
Date”).


 


3.           Investor
Delivery of Documents and Payment. Investor has tendered to the Company two (2) completed and manually executed copies
of this Subscription Agreement. Simultaneously with submitting this Subscription Agreement, the Investor is wiring the subscription
amount in accordance with the directions provided to Investor by the Company.


 


4.           Closing
and Delivery of Securities. The closing (“Closing”) on an Investor’s investment may occur at any time,
as determined by the Company, together with, or separate from, investments by other Investors. The Company may accept this Subscription
Agreement and have a Closing for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying
Investor of such acceptance. The Company’s officers, directors and affiliates shall be entitled to purchase Shares in the
Offering on the same terms as other Investors.


 


5.           Acceptance
or Rejection of Subscription; Return of Unapplied Funds. The Company has the right to reject this subscription, in whole
or in part, for any reason and at any time prior to a Closing. In the event of the rejection of this subscription or there is not
a Closing, my subscription payment will be promptly returned to me without interest or deduction and this Subscription Agreement
shall have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one
copy of this Subscription Agreement has been executed by the Investor and countersigned by the Company and the Closing with respect
to the Investor’s subscription has occurred.


 


6.           Offering
to Accredited Investors. The Offering is limited to “accredited investors” as defined in Section 2(15) of the
Securities Act of 1933, as amended (“Securities Act”), and Rule 501(a) promulgated thereunder, and is being made without
registration under the Securities Act in reliance upon the exemptions contained in Section 4(a)(2) of the Securities Act and applicable
state securities laws; it being understood that for purposes of the qualifying under the $1,000,000 net worth test:


 




    	3



    	 



    

 


		·	The Investor’s primary residence shall not be included as an
asset;



		·	Indebtedness that is secured by the Investor’s primary residence,
up to the estimated fair market value of the primary residence as of the date of this Agreement, shall not be included as a liability
(except that if the amount of such indebtedness outstanding as of such date exceeds the amount outstanding 60 days before such
date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability);
and



		·	Indebtedness that is secured by the Investor’s primary residence
in excess of the estimated fair market value of the primary residence shall be included as a liability. 



 


7.           Investor
Representations and Warranties.


 


7.1.         Accredited
Investor Status. Investor is an accredited investor within the meaning of Section 2(15) of the Securities Act and Rule 501
promulgated thereunder.


 


7.2.         No
Right to Terminate. Investor is aware that Investor is not entitled to cancel, terminate or revoke this subscription, and any
agreements made in connection herewith will survive an individual Investor’s death or disability. In order to induce the
Company to issue and sell Shares to Investor, Investor represents and warrants that the information relating to Investor stated
herein is true and complete as of the date hereof and will be true and complete as of the date or dates on which Investor’s
purchase of Shares becomes effective. If, prior to the final consummation of the offer and sale of the Shares, there should be
any change in such information or any of such information becomes incorrect or incomplete, Investor agrees to notify the Company
and supply the Company promptly with corrective information.


 


7.3.         Information
About the Company and the Shares.


 


(a)          The
Company has made available to Investor a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014 (collectively, the “Disclosure
Document”). Investor has read the Disclosure Document together with this Subscription Agreement, and fully understands the
information set forth therein and herein.


 


(b)          Investor
has been given access to full and complete information regarding the Company as Investor has requested and has utilized such access
to Investor’s satisfaction for the purpose of verifying the information included herein and therein, and Investor has either
met with or been given reasonable opportunity to meet with the officers of the Company for the purpose of asking reasonable questions
of such officers concerning the terms and conditions of the Offering and the business of the Company and all such questions have
been answered to Investor’s full satisfaction. Investor has also been given an opportunity to obtain any additional relevant
information to the extent reasonably available to the Company. After reading of such information and materials, Investor understands
that there is no assurance as to the future performance of the Company and the Shares.


 


(c)          Investor
has received no representation or warranty from the Company or any of its officers, directors, equity holders, employees or agents
in respect of Investor’s investment in the Shares. Investor is not participating in the Offering as a result of or subsequent
to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast
over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.


 




    	4



    	 



    

 


7.4.         Speculative
Investment. Investor is aware that the Shares are a speculative investment that involve a high degree of risk and Investor
may suffer the total loss of its investment. Investor 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 Shares and have obtained, in Investor’s judgment, sufficient
information to evaluate the merits and risks of an investment in the Shares. Investor has not utilized any person as its purchaser
representative (as defined in Regulation D) in connection with evaluating such merits and risks and has relied solely upon its
own investigation in making a decision to invest in the Shares. Investor has been urged to seek independent advice from its professional
advisors relating to the suitability of an investment in the Shares in view of its overall financial needs and with respect to
the legal and tax implications of such investment. Investor believes that the investment in the Shares is suitable for it based
upon its investment objectives and financial needs, and Investor has adequate means for providing for its current financial needs
and contingencies and has no need for liquidity with respect to its investment in the Shares. The investment in the Shares does
not constitute a significant portion of Investor’s investment portfolio.


 


7.5.         Restrictions
on Transfer. Investor understands that (i) the Shares have not been registered under the Securities Act or the securities laws
of certain states in reliance on specific exemptions from registration and (ii) the Shares cannot be resold, pledged, assigned
or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws
of certain states, or an exemption from such registration is available. Each certificate representing the Shares will bear a restrictive
legend relating to such restrictions. In addition, Investor understands that (x) no securities administrator of any state or the
federal government has recommended or endorsed the Offering or made any finding or determination relating to the fairness of an
investment in the Shares and (y) the Company is relying on Investor’s representations and agreements for the purpose of determining
whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.


 


7.6.         Investment
Representation. Investor is purchasing the Shares for its own account for investment and not with a view to, or for sale in
connection with, any subsequent distribution of the securities, nor with any present intention of selling or otherwise disposing
of all or any part of the Shares in violation of the Federal securities laws. Investor understands that, although there is a public
market for the Shares, there is no assurance that such market will continue in the future.


 


7.7.         Disqualifying
Events. Investor is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3)


 


7.8.         Entity
Authority. If Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account,
Keogh plan or other tax-exempt entity, it is authorized and qualified to become an investor in the Shares and the person signing
this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.


 


7.9.         For
Florida Residents. The Shares have not been registered under the Securities Act, or the Florida Securities and Investor Protection
Act (“Florida Securities Act”), by reason of specific exemptions thereunder relating to the limited availability of
the offering. The Shares cannot be sold, transferred or otherwise disposed of to any person or entity unless subsequently registered
under the Securities Act or the Florida Securities Act, if such registration is required. Pursuant to Section 517.061(11) of the
Florida Securities Act, when sales are made to five (5) or more persons in Florida, any sale made pursuant to Subsection 517.061(11)
of the Florida Securities Act will be voidable by such Florida purchaser either within three (3) days after the first tender of
consideration is made by the purchaser to the issuer, an agent of the issuer, or an escrow agent, or within three (3) days after
the availability of the privilege is communicated to such purchaser, whichever occurs later. In addition, as required by Section
517.061(11)(a)(3) of the Florida Securities Act and by Rule 69W-500.005(5)(a) thereunder, if Investor is a Florida resident Investor
may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to the materials set forth in
such Rule that the Company can obtain without unreasonable effort or expense.


 




    	5



    	 



    

 


8.           Indemnification.
Investor hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders, employees, agents and
attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses
incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting
in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor
and indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject,
insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact made by Investor and contained herein or (b) arise out of or are based upon any breach by Investor
of any representation, warranty or agreement made by Investor contained herein


 


9.           Severability;
Remedies. In the event any part or parts of this Subscription Agreement are found to be void, the remaining provisions
of this Subscription Agreement are nevertheless binding with the same effect as though the void part or parts were deleted.


 


10.         Governing
Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of
the law that might otherwise govern under applicable principles of conflicts of law thereof.


 


11.         Counterparts.
This Subscription Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile
signature.


 


12.         Benefit.
Except as otherwise set forth herein, this Subscription Agreement is binding upon and inures to the benefit of the parties hereto
and their respective heirs, executors, personal representatives, successors and assigns.


 


13.         Notices.
All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) must be in writing, and is
sufficiently given if delivered to the addressees in person, by overnight courier service, facsimile, electronic transmission (including
via email) or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after
being placed in the mail if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy
or other electronic transmission (including via email), in each case addressed to a party. All communications to Investor should
be sent to Investor’s address on the signature page hereto. All future communications to the Company should be sent to:


 


 


CULLEN AGRICULTURAL HOLDING CORP.


c/o Graubard Miller


405 Lexington Avenue


New York, New York 10174


Attention: David Alan Miller


Telephone: 307-734-2645


 


14.         Oral
Evidence. This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter
hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement
in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.


 




    	6



    	 



    

 


15.         Paragraph
Headings. Paragraph headings herein have been inserted for reference only and will not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.


 


16.         Survival
of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive
the delivery of, and the payment for, the Shares.


 


 


[SIGNATURE PAGES FOLLOW]


 




    	7



    	 



    

 


INDIVIDUAL and JOINT INVESTORS –
Complete All Information


Additional information may be requested


 


	Investor’s Name: 	 


 


	Date of Birth: 	 	 	SSN/Tax ID: 	 


 


	Co-Investor Name: 	 


 


	Date of Birth: 	 	 	SSN/Tax ID: 	 


 


	Home Street Address: 	 


 


	City:	 	 	State:	 	 	Zip Code:	 


 


	Mailing Street Address:	 


 


	City:	 	 	State:	 	 	Zip Code:	 


 


	Work Phone: 	 	 	Home Phone: 	 


 


	E-Mail Address: 	 


 




    	8



    	 



    

 


ENTITY INFORMATION – Complete All
Information


 


	Entity Name: 	 


 


	Tax ID: 	 	 	State of Formation: 	 


 


	Company Street Address: 	 


 


	City:	 	 	State:	 	 	Zip Code: 	 


 


	Primary Contact: 	 	 	Title:	 


 


	Telephone Number: 	 	 	Fax Number: 	 


 


	Email Address:  	 


 




    	9



    	 



    

 


SIGNATURE PAGE


 


I/We am(are) affirming that all the information contained herein
is true and correct to the best of my/our knowledge and belief, including the attached schedule. If I am signing on behalf of an
entity or trust I represent I have the authority to make investment decisions for the entity. I also understand that a background/credit
check maybe conducted for the purposes of detecting and deterring money laundering.


 


	 	 	 
	Signature	 	Date


 


	 	 
	Print Name	 
	 	 
	 	 
	Title (if applicable)	 


 


	 	 	 
	Signature	 	Date


 


	 	 
	Print Name	 


 


	 	 
	Title (if applicable)	 


 


The foregoing subscription is accepted and the Company hereby
agrees to be bound by its terms.


 


CULLEN AGRICULTURAL
HOLDING CORP.


 


	 	 	 
	Name	 	Title:


 


	 	 
	Date	 


 




    	10



    	 



    

 


Additional Information


 


Trusts (Complete for all Trustees and Person who have Contributed
Assets):


 


 


	 	 
	Name	 


 


Please check the appropriate box:


 


 ̈
 Trustee      ̈
 Contributed Assets


 


 


	 	 
	Name	 


 


Please check the appropriate box:


 


 ̈
 Trustee      ̈
 Contributed Assets


 


 


	 	 
	Name	 


 


Please check the appropriate box:


 


 ̈
 Trustee      ̈
 Contributed Assets


 




    	11