Purchase and Sale Agreement

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the “Agreement”) is made and entered into by and between Verde Bio Holdings, Inc. with an address of PO Box 67, Jacksboro, Texas 76458(hereinafter referred to as “Seller”) and _____________________ with an address of ____________________________________ (hereinafter referred to as “Buyer”). Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”; and

WHEREAS, Seller owns or has the right to sell the mineral & royalty interests described on Exhibit “A” (attached hereto and made a part hereof).

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, those certain oil and gas mineral and royalty interests that are defined and described as “Properties” hereinbelow, subject to and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:

Subject to the terms, conditions and provisions of this Agreement, Seller agrees to sell, assign and convey to Buyer 100% of Seller’s right, title and interest in and to the oil, gas, condensate, and other hydrocarbons that may be produced and saved from the lands described in those certain oil, gas and mineral leases, being more particularly described on Exhibit “A” attached hereto, including all of Seller’s oil, gas and other mineral rights including, but not limited to oil royalty, gas royalty, overriding royalty interest, and other similar interests which may be produced from said oil, gas and mineral leases and lands (hereinafter referred to as the “Properties”)¹.

Terms of this transaction are as follows:

1. The purchase price is $272,000.00 (Two Hundred Seventy Two Thousand Dollars)

2. The closing shall occur on or before March 20, 2024 from both parties executing this Agreement (the “Closing Date”) during which time Buyer will have the exclusive right to conduct its review of the Properties. Payment for purchase of the Properties shall be made by wire transfer, per the wiring instructions to be provided to Seller on or before the Closing Date.

3. On the Closing Date, Seller shall execute and deliver to Buyer, and Buyer shall receive, one or more instruments of assignment, in substantially the form of a notarized Mineral Deed attached hereto as Exhibit “B.” Such notarized Mineral Deed may be emailed, hand delivered or made by Overnighted Certified U.S. mail or Federal Express (FedEx) to the Buyer.

4. Effective Date: March 1, 2024. Buyer shall be entitled to all revenue from production from the Properties occurring on or after the Effective Date.

8. Prior to the Closing Date or termination of this Agreement, Seller shall not offer the Property for sale to any person or entity or accept or negotiate any offer to purchase by any person, entity, or other party.

9. All notices given by Buyer to Seller or by Seller to Buyer, shall be in writing and shall be deemed delivered when actually received, or, if earlier and whether or not actually received, (i) if delivered by courier or in person, when left with any person at the address reflected above, if addressed as set forth above, (ii) if by overnight courier service (such as, by way of example but not limitation, U.S. Express Mail or Federal Express) with instructions for delivery on the next business day, one (1) business day after having been deposited with such courier, addressed as reflected above, and (iii) if delivered by mail, three days after deposited in a Post Office or other depository under the care or custody of the United States Postal Service, enclosed in a wrapper with proper postage affixed (as a certified or registered item, return receipt requested). The addresses of the Parties are the address set out in this Agreement.

10. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law principles. All disputes arising from or relating to this Agreement shall be adjudicated in a state district court sitting in Jack County, Texas, and each Party hereby consents to such court’s jurisdiction and to such venue.

11. Buyer is relying solely upon its own inspection and review of any information, including any title opinions and expense or revenue projections, Verde Bio Holdings, Inc. and all parties related to Verde Bio Holdings, Inc., has furnished or that has otherwise been made available to Buyer, and Buyer shall accept all of the same “as is, where is.” Without limitation of the foregoing, Verde Bio Holdings, Inc. does not make any warranty or representation, express, implied, statutory, or otherwise, as to the accuracy or completeness of any data, reports, records, projections, information, or materials, including any expense or revenue projections or estimates, now, heretofore, or hereafter furnished or made available to Buyer in connection with this Agreement or otherwise related in any manner to Buyer’s interest as obtained hereby, including, without limitation, pricing assumptions, expense projections to drill, complete, equip, or operate any well on or attributable to the lands or leases, the quality or quantity of hydrocarbon reserves (if any) attributable to the lands and Leases or Wells affected by this Agreement, the ability or potential of these lands, Leases or Wells to produce hydrocarbons, or generate revenues, the environmental condition of these lands and Leases, or any other materials furnished or made available to Buyer by Verde Bio Holdings, Inc., or by their agents or representatives. Any and all such data, records, reports, projections, information, and other materials (written or oral) furnished by Verde Bio Holdings, Inc. or otherwise made available or disclosed to Buyer pursuant to this Agreement or otherwise furnished to Buyer are provided to Buyer as a convenience and shall not create or give rise to any liability of or against Verde Bio Holdings, Inc. and any reliance on or use of the same shall be at Buyer’s sole risk. In addition, Verde Bio Holdings, Inc. EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES TO BUYER, INCLUDING ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE VALUE, CONDITION, QUANTITY, QUALITY, CONFORMITY TO TITLE, MODELS OR SAMPLES, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT OF ANY ACQUIRED EQUIPMENT, FIXTURES, CONTRACT, OVERRIDING ROYALTY INTEREST, OR OTHER PERSONAL PROPERTY ASSOCIATED WITH THE CONTRACT LANDS, MINERALS, OR LEASES.

12. This Purchase and Sales Agreement and the rights, duties and obligations represented hereby shall be binding upon all parties hereto, their respective heirs, administrators, executors, representatives, successors and assigns.

ACCEPTED AND AGREED TO, this ____________________.

EXHIBIT A

Attached to and made a part of that certain Purchase and Sale Agreement dated March 20, 2024 by and between Verde Bio Holdings, Inc. (“Grantor” whether one or more) and _______________________ (“Grantee”) made effective date of March 1, 2024.

LANDS

100% of Seller’s interest in and to the following:

W/2 of Section 2, Block 32, T-1-N, T&P Ry Co Survey, Howard County, Texas