Purchase and Sale Agreement (PSA), PSA Amendment #1, PSA Amendment #2 and Promissory Note between MJ Holdings, Inc. and John T. Jacobs and Teresa Jacobs

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS DOCUMENT IS MORE THAN A RECEIPT FOR MONEY. IT IS INTENDED TO BE A LEGALLY BINDING AGREEMENT. READ IT CAREFULLY.

This Purchase and Sale Agreement (the “Agreement”) is entered into between MJ Holdings, Inc., a Nevada corporation, and/or Assignee (Subject to the Sellers final approval of any Assignee as hereinafter set forth) as “Buyer,” and John T. Jacobs and Teresa D. Jacobs (collectively referred to as “Seller”). Buyer shall deliver to Seller as defined in Paragraph 3 the sum of thirty thousand and no/100th dollars ($30,000.00) in the form of a wire transfer, check or cash as acceptable to Seller payable and delivered directly to Seller within three (3) business days after mutual execution of this Agreement. This sum is a non-refundable deposit (“Deposit”) to be applied to the purchase price of that certain real and personal property (collectively referred to as the “Property”) located in the City of Amargosa, County of Nye, State of Nevada, and more particularly described as follows:

4295 Hwy. 373

Amargosa, Nevada 89020

(APN: 019-421-10; 019-421-11) Water Rights Permit Numbers # 81588 and #66395

Seventeen (17) mobile home trailers

Personal Property transferred with this sale shall be referenced on Exhibit “1” attached, which Exhibit is to be supplied by Seller within 5 business days after the Effective Date of this Agreement.

TERMS AND CONDITIONS

Seller agrees to sell the Property, and Buyer agrees to purchase the Property, on the following terms and conditions:

Seller shall convey by grant deed to Buyer (or to such other person or entity as Buyer may specify) marketable fee title subject only to the exceptions approved by Buyer in accordance with this Agreement. Title shall be insured by a standard American Land Title Association policy of title insurance issued by the Title Company in the amount of the purchase price with premium paid by Buyer.

6.1 SELLER CARRIES BACK FIRST: The balance of the purchase price shall be paid as follows: The balance of the purchase price in the amount of two hundred fifty thousand and no/100ths dollars ($250,000.00) shall be evidenced by Buyer’s delivery to escrow of a promissory note secured by a first deed of trust to be executed by Buyer in favor of Seller and delivered to escrow and recorded prior to the Closing Date. Said note shall bear interest at the rate of six and one half percent (6.50%) per year, fixed rate, with a ten percent (10%) default rate per annum, and shall be payable as follows: principal and interest installments of two thousand one hundred seventy seven dollars and 77/100th’s ($2177.77), payable on the first day of every month, commencing thirty days from the close of escrow and continuing on the same day of each consecutive month thereafter, until one year from the Closing Date, upon or before such date the Buyer/Payor shall pay a principal reduction payment of fifty thousand and no/100th’s ($50,000.00). Upon the principal reduction, the payments under the note shall be re-amortized as per the same terms hereinabove (15-year amortization, 6.5%, principal and interest monthly installments on the remaining balance). On or before the second anniversary of the closing Buyer/Payor shall make an additional principal reduction payment of fifty thousand and no/100th’s ($50,000.00). Upon the principal reduction, the payments under the note shall be re-amortized as per the same terms hereinabove (i.e. 15-year amortization, 6.5%, principal and interest monthly installments on the remaining balance) and shall continue on the same day of each month thereafter until three (3) years from the close of escrow at which time the entirety of any accrued interest and the principal balance shall be all due and payable. In the event that an installment or principal reduction is not paid within 10 days of its due date, Buyer shall pay a fee of five percent (5%) of the payment due. Said form of Promissory Note incorporating the foregoing terms shall be reasonably acceptable to Seller and its counsel.

Said note may be prepaid, either principal and/or interest, at any time, and from time to time, in whole or in part, without premium, notice, or penalty. The deed of trust shall contain a “Due on Sale Provision” and “Due on Encumbrance” clauses (restricting transfer of the Property and further restricting any further liens being recorded against the Property). The Note shall be secured by a First Deed of Trust and shall be on standard title company forms, with Seller receiving a policy of title insurance in first lien position, the premiums for which shall be paid by Buyer at the closing. For its casualty policies, Buyer shall obtain a loss payee endorsement in favor of Seller, providing that in the event of a loss, the proceeds of the policy will be payable to Seller, until the Note is paid in full.

Buyer is advised and admonished by Seller to conduct, and has the right to conduct, at its own cost, risk, and liability, its own environmental inspection, studies, and non-destructive tests concerning the Property, as Buyer reasonably deems necessary, including such studies as Buyer deems necessary to determine the environmental soundness and suitability of the Property for Buyer’s intended use. The studies are invited by Seller so that Buyer can fully learn all material facts about the Property and the improvements, if any, located thereon, about the history and the makeup of the Property, and so Buyer can fully satisfy itself as to the environmental soundness, acceptability, and suitability of the Property for Buyer’s intended use of the Property.

Buyer acknowledges that if the studies as provided by the reputable consultants indicate the presence of an adverse condition pertaining to any asbestos, underground storage tanks, and other environmentally hazardous materials, as same are defined under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and/or the underground storage tank regulations as per 40 C.F.R. Section 280.10 and 280.12, or any other environmental problems or other problems with the condition of the Property, Buyer has the right to terminate this Agreement by written notice to Seller, provided such termination is given within the Due Diligence Period (defined below). Buyer also acknowledges that if Buyer does not terminate this Agreement based on the studies and investigations during the Due Diligence period, Buyer accepts all liability, as between Seller and Buyer, for the condition of the Property, including the presence or possibility of environmentally hazardous material located on, about, or under the Property. Buyer hereby agrees to indemnify, defend, and hold harmless Seller, its employees, agents, heirs, and assigns, from and against any and all damage, claim, liability or loss, including reasonable attorneys fees and other fees arising out of or in any way connected to such condition, if any.

Buyer agrees that it is relying solely on its own investigations, examinations and inspections in making the decision to purchase the Property. Buyer will require all persons or firms assisting Buyer in the Studies to make their reports in writing. At closing, Buyer shall furnish copies of all reports of the studies (if any) to Seller.

Buyer acknowledges that Seller has disclosed a boundary discrepancy between the Property and the adjoining land owned by the United States Department of the Interior, Bureau of Land Management (the “BLM”) , which includes part of the sewer ponds and lift station that are located on BLM land and that said discrepancy will need to be remedied and resolved by Buyer.

To the maximum extent permitted by law, Buyer is purchasing the Property in its AS IS condition WITH ALL FAULTS and specifically and expressly without any warranties, representations, or guaranties of any kind, oral or written, express or implied, concerning the Property or this Agreement, from or behalf of Seller.

Seller has not, does not, and will not make any representations or warranties with regard to compliance with any environmental protection, pollution, or land use laws, rules, regulations, orders or requirements including but not limited to those pertaining to the handling, generating, treating, storing, or disposing of any hazardous waste or substance. The provisions of this Section shall survive the close of escrow.

Seller’s Initials JJ/TJ

8.1 BOOKS AND RECORDS: Seller agrees to provide Buyer, within Sellers possession, with items a. through d. listed below within five (5) calendar days following the Effective Date:

8.1 DUE DILIGENCE. Buyer shall acknowledge receipt of these items in writing (via e-mail shall be acceptable). Buyer shall have twenty-one (21) calendar days following the Effective Date thereof (the “Due Diligence Period” or “DDP”) to (i) review and approve in writing each of these items, (ii) and conduct any studies it deems necessary in accordance with Section 7 above, (c) investigate State and local laws to determine whether the Property must be brought into compliance with minimum energy conservation or safety standards or similar retrofit requirements as a condition of sale or transfer and the cost thereof (if approved by Buyer, Buyer shall comply with and pay for these requirements), and (d) any other investigation it deems necessary to investigate the Property. If Buyer fails to approve of the foregoing in writing to the Seller and escrow within the DDP, this Agreement shall be rendered null and void and Buyer and Seller shall have no further obligations hereunder, and the Seller shall retain the Deposit as consideration for Buyer’s review of the Property. Buyer understands and acknowledges that the Deposit is non-refundable, even where Buyer does not approve of the Property and terminates this Agreement.

Buyer hereby agrees to indemnify, defend, protect and hold harmless Seller and its members, managers, agents, employees and officers of and from any claims, liens, damages and expenses (including attorneys’ fees) arising from or in connection with such entry on the Property by Buyer or its agents. The provisions of this Section 8.1 shall survive the Closing Date or termination of this Agreement.

Prior to any entry by Buyer or any person at Buyer’s request coming onto the Property for the Inspections, Buyer shall provide to Seller evidence satisfactory to Seller that Buyer and any contractor retained by Buyer has in force commercial general liability and worker’s compensation insurance with a coverage limit of not less than One Million Dollars ($1,000,000.00), with the commercial general liability policy naming Seller as an additional insured and protecting Seller against any and all liability, claims, demands, damages and costs (including but not limited to attorneys’ fees and expenses) which may occur as a result of any activity of Buyer, Buyer Representatives or Buyer’s contractors on the Property. Buyer shall indemnify, defend and hold Seller harmless for any damage or claims of Seller or third parties related to Buyer’s activities on the Property. The foregoing shall not limit, or release Buyer’s indemnification obligations contained above.

Buyer’s Initials PB__ Seller’s Initials_JJ/TJ

Buyer is advised to consider engaging the services of an environmental or industrial hygienist (or similar, qualified professional) to inspect and test for the presence of harmful mold, fungi, and botanical allergens and substances as part of Buyer’s physical condition inspection of the Property, and Buyer is further advised to obtain from such qualified professionals information regarding the level of health-related risk involved, if any, and the advisability and feasibility of eradication and abatement, if any. Notwithstanding the foregoing, Buyer is accepting the Property in its “AS-IS” condition as reflected in Section 7 above.

Paragraph 6.1 above (Seller Carries Back First):

Buyer/Payor under the terms of the note described herein, shall pay a principal sum (balloon) payment in the amount of fifty thousand and no/100th’s ($50,000.00) on or before the one-year anniversary of said Note, and Buyer/Payor shall pay a principal sum (balloon) payment in the amount of fifty thousand and no/100th’s ($50,000.00) on or before the second anniversary of said Note.

As additional consideration for Seller carrying back the first mortgage hereunder, Buyer shall cause to be transferred to Seller or their assign, common stock in MJ Holdings, Inc. (“MJNE”) in the amount of $50,000.00 based upon the closing price of MJNE common stock on the day immediately preceding the closing. Seller hereby acknowledges that the stock pledged hereunder shall be “restricted stock” as that term is defined pursuant to Rule 144 of the Securities Act of 1933. Buyer shall cause the certificate of stock in MJNE evidencing the shares with the valuation above no later than two days prior to the Closing Date. Such delivery to escrow shall be a condition to the closing.

Water Rights:

Reference is made herein to certain “Water Rights” evidenced by Permit Numbers # 81588 and #66395, consisting of a collective and approximate 71 acre feet. Said rights are conveyed by deed, which deed and other permits evidencing the Water Rights shall not be transferred to Buyer until such time as all payments of accrued interest and outstanding principal has been fully paid to the Seller under the terms of the Note. As of the Closing Date, Seller grants a license to Buyer for use of the Water Rights to service the Property, which license may be revoked after written notice for any default under the Note, or any act or neglect of Buyer which affects or impairs the Water Rights interests of Seller. As for the transfer of the Water Rights, Buyer shall be responsible for the administration of transfer, inclusive of any costs therefor, and Seller shall be required to cooperate in the execution of any transfer documents. Buyer accepts the water quality and the water distribution system on an as-is basis. Buyer shall indemnify, defend and hold Seller harmless for any post-closing claims arising from the use of the water and systems distributing same. Buyer assumes all repair, maintenance and replacement requirements (when needed) the water systems on the Property and implement, provide for and bear any costs for any water quality correction, if any is required by the water quality authorities. Further, Buyer shall cooperate with Seller in the administration of the water permits on file with the State of Nevada Engineer’s Office and provide for the costs therefor pending transfer of the Water Rights to Buyer. The foregoing license in Buyer’s favor may not be assigned to any other party. This clause shall survive the closing.

Easement:

Seller has installed a 2” water line running from APN; 019-441-03 (“Lot 3”) running easterly through the southerly ten feet of APN 019-421-011 (“Lot 11”), and exiting Lot 11 at the north boundary of the adjoining APN: 019-451-03 (“Lot 3A”). On or prior to the Closing Date, Seller may record an easement for line placement, access, service and maintenance within the southerly 10 feet of Lot 11. Said easement may either be recorded by Seller prior to the Closing Date, or the parties may arrange for recording after the Closing Date. In the event that said easement is not recorded by the Closing Date, Buyer agrees to grant such easement and record same after the Closing Date. Said easement shall run with the land and be granted in favor of the lot 3 and 3A owners and their successors and assigns. Said easement shall be a permitted exception to the title of Lot 11.

Removal of Personal Property:

Seller shall have 45 days from the Closing Date in which to remove all personal or other property belonging to Seller not otherwise included in the sale of the real property from the Community Center, Pool Changing Room, Compound Area, Office and related areas and Space 14 of the Storage Building, and all other personal property not listed on Exhibit “1” to be attached.

THE PARTIES ARE ADVISED TO CONSULT THEIR RESPECTIVE ATTORNEYS WITH REGARD TO THE LEGAL EFFECT AND VALIDITY OF THIS PURCHASE AGREEMENT.

The undersigned Buyer hereby offers and agrees to purchase the above described Property for the price and upon the terms and conditions herein stated.

This offer is made by Buyer to Seller on this 31st day of January, 2019.

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