Exhibit 10.1



 





Exhibit
10.1


 


AMENDMENT
TO PURCHASE AND SALE AGREEMENT


 


THIS
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made effective as of September 30, 2013 by and
between KANSAS PETROLEUM RESOURCES, LLC, a Kansas limited liability company (“Seller”) and CARDINAL ENERGY GROUP,
INC., a Nevada corporation (“Buyer”). Seller and Buyer may collectively be referred to as the “Parties”.


 


BACKGROUND


 


A.
Seller and Buyer are the parties to that certain Purchase and Sale Agreement dated August 19, 2013 whereby the Seller has agreed
to sell and the Buyer has agreed to buy certain of Seller’s oil and gas rights, interests and assets in Pawnee County, Kansas,
(the “Agreement”); and


 


B.
The parties desire to amend certain parts of the Agreement as set forth below.


 


NOW,
THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	Section
                                                                                                                          2.5
                                                                                                                          is hereby
                                                                                                                          deleted
                                                                                                                          and
                                                                                                                          replaced
                                                                                                                          with
                                                                                                                          the
                                                                                                                          following:



 


Effective
Date of Sale. The effective date of the sale of the Assets described herein shall be October 31, 2013, as of 7:00 a.m., Central
Time Zone (the “Effective Date”).


 


		2.	Section
                                                                                                                          7.1
                                                                                                                          is hereby
                                                                                                                          deleted
                                                                                                                          and
                                                                                                                          replaced
                                                                                                                          with
                                                                                                                          the
                                                                                                                          following:



 


Due
Diligence Review By Buyer. Buyer shall have reasonable access to Seller’s records pertaining to the Assets and the accounting
books and records of the operation of the Assets for at least the two fiscal years prior to the Closing Date and continue to provide
Buyer and its agents access to Seller’s records as provided for in Section 8.1 and may conduct, at its sole cost, such title
examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with
respect to the Assets in order to determine whether Defects (as below defined) exist and complete an audit of the financial operations
of Seller’s operations as required by Buyer’s lenders and in order to prepare financial statements in accordance with
Securities and Exchange Commission rules and regulations. Should, as a result of such examinations and investigations, or otherwise,
one or more matters come to Buyer’s attention which it believes in good faith would constitute a Defect, Buyer shall promptly,
but no later than October 31, 2013 (“Notice Deadline”), notify Seller in writing (a “Notice”) of any Defects.


 


		3.	Section
                                                                                                                          9.2
                                                                                                                          is hereby
                                                                                                                          amended
                                                                                                                          by adding
                                                                                                                          the
                                                                                                                          following
                                                                                                                          at the
                                                                                                                          end
                                                                                                                          of that
                                                                                                                          section:



 


Notwithstanding
anything to the contrary provided for in the Agreement, the Closing Date shall be October 31, 2013.


 


		4.	This
                                                                                                                          Amendment
                                                                                                                          shall
                                                                                                                          be deemed
                                                                                                                          part
                                                                                                                          of,
                                                                                                                          but
                                                                                                                          shall
                                                                                                                          take
                                                                                                                          precedence
                                                                                                                          over
                                                                                                                          and
                                                                                                                          supersede
                                                                                                                          any
                                                                                                                          provisions
                                                                                                                          to the
                                                                                                                          contrary
                                                                                                                          contained
                                                                                                                          in the
                                                                                                                          Agreement.
                                                                                                                          All
                                                                                                                          initial
                                                                                                                          capitalized
                                                                                                                          terms
                                                                                                                          used
                                                                                                                          in this
                                                                                                                          Amendment
                                                                                                                          shall
                                                                                                                          have
                                                                                                                          the
                                                                                                                          same
                                                                                                                          meaning
                                                                                                                          as set
                                                                                                                          forth
                                                                                                                          in the
                                                                                                                          Agreement
                                                                                                                          unless
                                                                                                                          otherwise
                                                                                                                          provided.
                                                                                                                          Except
                                                                                                                          as specifically
                                                                                                                          modified
                                                                                                                          hereby,
                                                                                                                          all
                                                                                                                          of the
                                                                                                                          provisions
                                                                                                                          of the
                                                                                                                          Agreement
                                                                                                                          which
                                                                                                                          are
                                                                                                                          not
                                                                                                                          in conflict
                                                                                                                          with
                                                                                                                          the
                                                                                                                          terms
                                                                                                                          of this
                                                                                                                          Amendment
                                                                                                                          shall
                                                                                                                          remain
                                                                                                                          in full
                                                                                                                          force
                                                                                                                          and
                                                                                                                          effect.



 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Kansas
    Petroleum Resources, LLC	 	Cardinal
    Energy Group, Inc.
	 	 	 
	By:	/s/
Rod Anderson	 	By:	/s/ Timothy W. Crawford
	Print
    Name: Rod Anderson	 	Print
    Name: Timothy W. Crawford
	Its:
    Managing Member	 	Its:
    CEO
	Date: 9-30-2013	 	Date: 9-30-2013