PURCHASE AND SALE AGREEMENT

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into this 30^th day of June, 2015 (the “Execution Date”), by and among ENERJEX KANSAS, INC., a Nevada corporation (“EnerJex”) and WORKING INTEREST, LLC, a Kansas Limited Liability Company (“WI”), and HAAS PETROLEUM, LLC, a Kansas limited liability company (“Haas”), BAM Petroleum, LLC, a Kansas limited liability company (“BAM”), and MORMEG, LLC, a Kansas limited liability company (“MorMeg”). EnerJex and WI are collectively referred to herein as “Seller” and Haas, BAM and MorMeg are collectively referred to herein as “Buyer”. EnerJex, WI, Haas, BAM and MorMeg are referred to herein individually as a “Party” and collectively as the “Parties”.

Recitals

A. Seller owns certain assets described in paragraph 1 below, which assets are hereinafter described as “the Assets.”

B. Seller desires to sell the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, on the terms set forth herein.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties agree to the following:

1. Purchase and Sale of Assets. Seller hereby agrees to sell the Assets to Buyer, and Buyer hereby agrees to purchase the Assets from Seller, on the terms set forth herein. The terms "Closing," "Closing Date," and "Effective Date" are specifically defined in Section 9 of this Agreement. The Assets consist of the following:

2. Purchase Price, Earnest Money, and Other Consideration. In full consideration for the conveyance of the Assets to Buyer, Buyer agrees to pay to Sellers total cash proceeds in the amount of Two Million Eight Hundred Thousand Dollars ($2,800,000) (“the Purchase Price”), payable in full at Closing by wire transfer in accordance with instructions to be furnished to Buyer by Seller. Upon execution of this Agreement, Buyer shall immediately deposit One Hundred Forty Thousand Dollars ($140,000) with Sellers in earnest money (the “Earnest Money”), as a guarantee of Buyer’s performance under this Agreement. At Closing, the Earnest Money shall be applied as a Buyer’s credit to the Purchase Price. In the event Buyer fails to consummate Closing as defined herein, then Sellers may cancel this Agreement and such Earnest Money shall become the property of Sellers, not as a penalty but as liquidated damages.

3. Title to Assets. Sellers make no warranty concerning title to the Assets, except that Sellers warrant that the Assets shall be transferred and conveyed to Buyer free and clear of all liens and encumbrances created by or arising through Sellers. Buyer shall be responsible to investigate and satisfy itself concerning title to the Assets prior to the Execution Date.

4. Condition of the Assets. Sellers do not warrant, either expressly or impliedly, the condition or fitness of the Assets, including environmental fitness and condition. As part of its due diligence, Buyer has conducted inspection and investigation of the Assets including, without limitation, the physical and environmental features of the Assets. Buyer acknowledges that it will acquire the Assets “AS IS, WHERE IS” in their current state, including without limitation their current physical and environmental condition, subject to normal wear and tear between the Execution Date and the Closing Date. It is expressly understood and agreed that the willingness of Buyer to purchase the Assets on an “AS IS, WHERE IS” basis in accordance herewith is a material inducement to Sellers’ agreement to sell the Assets to Buyer. Buyer hereby waives any and all claims which it may now or hereafter have against Sellers arising out of or in connection with the condition of the Assets, including but not limited to the extent of their compliance with environmental laws (including without limitation any such claims under the Federal Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601-9659 (“CERCLA”)), and any claims under state common law, relating to the emission, discharge or release of any hazardous substance, as that term is defined under CERCLA at 42 U.S.C. Section 9601(14), or petroleum product or other pollutant or contaminant. This provision shall survive Closing.

5. Taxes. The ad valorem taxes, real property taxes, personal property taxes and similar tax obligations (“Taxes”) levied and assessed against the Assets for the calendar year 2015 shall be prorated as of Closing. If the Taxes for such year are not available at the Closing Date, then the Parties agree to split the Taxes per the terms of this provision at the time the Taxes are due. All severance, production, conservation, excise, windfall profit and other taxes or fees relating to production of oil, gas, and other hydrocarbons attributable to the Assets assessed prior to the Effective Date shall be paid by Sellers. All severance, production, conservation, excise, windfall profit and other taxes or fees relating to production of oil, gas, and other hydrocarbons attributable to the Assets assessed on or after the Effective Date shall be paid by Buyer, regardless of the method or basis used for calculating the tax.

6. Representations and Warranties of Sellers. Each Party comprising "Seller" hereby represents and warrants on its own behalf that:

7. Representations and Warranties of Buyer. Buyer hereby represents and warrants that:

8. Indemnification. Seller hereby indemnifies Buyer from any and all claims arising from or related to Seller’s ownership of the Assets arising prior to the Closing Date, including the cost of defense of any such claims, except claims arising from or related to the environmental condition of the Assets. EnerJex hereby indemnifies Buyer from any and all claims arising from or related to EnerJex’s operation of the Assets arising prior to the Closing Date, including the cost of defense of any such claims, except claims arising from or related to the environmental condition of the Assets. Buyer hereby indemnifies Seller from any and all claims arising from or related to Buyer’s ownership and operation of the Assets arising after the Closing Date, including the cost of defense of any such claims, and further indemnifies Sellers from any and all claims arising from or related to the environmental condition of the Assets, whether arising before or after the Closing Date. Buyer hereby indemnifies EnerJex from any and all claims arising from or related to EnerJex’s operation of the Assets arising after the Closing Date, including the cost of defense of any such claims, and further indemnifies EnerJex from any and all claims arising from or related to the environmental condition of the Assets, whether arising before or after the Closing Date. Buyer shall assume all obligations and liabilities for the proper plugging of the Wells and any other unplugged wells located on the Leases. The Parties’ obligations under this paragraph 9 shall survive Closing of this Agreement.

9. Conditions, Closing and Effective Date.

a. Conditions.

(i) Seller. The obligation of Seller to close the purchase and sale of the Assets hereunder is subject to the satisfaction or waiver by Seller of the following conditions:

(A) Seller shall have obtained from Texas Capital Bank, N.A. ("Lender"), on or before August 15, 2015, the written consent of Lender to such changes in the terms of Seller's existing credit facilities with Lender as Seller determines, in its discretion, to be necessary to enable Seller to complete, on or before June 30, 2016, such asset purchase, asset sale, recapitalization, or other strategic transaction as the Board of Directors of Seller determines to be strategically appropriate.

(B) The representations and warranties of Buyer hereunder shall be true and correct in all material respects as of the Closing.

(C) Buyer shall have performed all of its obligations hereunder that are required to be performed at or prior to the Closing.

(D) Prior to the Closing Date and for a period of sixty (60) days after the Closing Date, Seller shall not sell the Assets to a third party, and shall not solicit bids for the Assets from any third party.

(ii) Buyer. The obligation of Buyer to close the purchase and sale of the Assets hereunder is subject to the satisfaction or waiver by Buyer of the following conditions:

(A) The representations and warranties of Seller hereunder shall be true and correct in all material respects as of the Closing.

(B) Seller shall have performed all of its obligations hereunder that are required to be performed at or prior to the Closing.

b. Closing. The transfer of the Assets by Seller to Buyer shall occur on or before August 15, 2015 (the “Closing”), unless the Parties agree in writing to extend the Closing. The date that Closing occurs is referred to herein as the “Closing Date”. The transfer of the Assets shall be effective as of 12:01 a.m. on July 1, 2015 (“the Effective Date”). Buyer shall pay the Purchase Price to Seller at Closing as provided in paragraph 2 above. Seller shall deliver to Buyer at Closing:

(i) Assignments in recordable form executed by Seller, assigning 100% of Seller’s right, title, and interest in the Leases and Wells to Buyer; and

(ii) Bill of Sale and such other documents of transfer as are necessary to transfer title and ownership of the Assets to Buyer.

10. Operations. EnerJex shall continue to operate Leases and Wells currently operated by EnerJex until the Effective Date. At Closing, EnerJex shall withdraw from any Joint Operating Agreements related to the Assets under which EnerJex is “Operator” as of the Effective Date, and EnerJex and Buyer or, if Buyer will not be the new operator, the new operator designated by Buyer, shall execute a Form T-1 and such other forms as necessary for transfer of operations in the records of the KCC, and EnerJex shall file such Form T-1 and any other forms as are necessary for transfer of operations with the KCC.

11. Notices. All notices permitted or required by this Agreement shall be in writing, and shall be deemed to have been delivered and received (a) when personally delivered, (b) on the third (3^rd) business day after the date on which deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (c) on the date on which transmitted by facsimile or other electronic means producing a tangible receipt evidencing a successful transmission, or (d) on the next business day after the date on which deposited with a regulated public carrier or nationally recognized overnight commercial delivery service (e.g., Federal Express, DHL, etc.), addressed to the party for whom intended at the mailing address, email address, or facsimile number set forth on the signature page of this Agreement for such party, or such other mailing address, email address, or facsimile number, notice of which has been delivered in a manner permitted by this Section 11.

12. Complete Agreement. This Agreement, together with the Exhibits hereto and the documents to be signed and delivered at Closing, contains the entire agreement of the Parties with respect to the transactions contemplated hereby and may be amended, modified or supplemented only by a written instrument duly signed by the Party against which such amendment, modification or supplement is sought to be enforced.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the state of Texas.

14. Attorneys' Fees. If any action or proceeding is commenced to construe this Agreement or enforce the rights and duties set forth herein, then the party prevailing in that action shall be entitled to recover its costs and attorneys' fees in that action, as well as the costs and attorneys' fees of enforcing any judgment entered therein.

15. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Buyer and its successors and assigns and shall also be binding upon and shall inure to the benefit of Seller and its successors and assigns.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, which shall be deemed to constitute one and the same instrument. The counterparts may be executed and delivered by facsimile or other electronic signature by any of the Parties to any other Party and the receiving Party may relay on the receipt of such document so executed and delivered as if the original had been received.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.