Exhibit 10.1

EnerJex Resources, Inc.

4040 Broadway, Suite 508

San Antonio, Texas 78209

(210) 451-5545

February 10, 2017

By Email

PWCM Investment Company IC LLC

614 Davis Street

Evanston, IL 60201

Confirmation of Terms

Gentlemen:

We are writing to summarize the terms and conditions of the proposed transactions described below (the " Transactions "):

Parties and Transactions

in which EnerJex Resources, Inc., a Nevada corporation (the " Company "), EnerJex Kansas, Inc. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“ EnerJex Kansas ”), Working Interest, LLC, a Texas limited liability company (“ Working Interest ”), Black Sable Energy, LLC, a Texas limited liability company (“ Black Sable ”), Black Raven Energy, Inc., a Nevada corporation (“ Black Raven ”), and Adena, LLC, a Colorado limited liability company (“ Adena ” and, together with the Company, EnerJex Kansas, Working Interest, Black Sable, and Black Raven, collectively “ Borrower ”), and PWCM Investment Company IC LLC, a Delaware limited liability company and the other Buyers listed in the Loan Sale Agreement dated February 10, 2017 (collectively, the " Successor Lender " and, together with Borrower, individually a " Party " and together the " Parties "), in which (i) Borrower will transfer certain of its assets to Successor Lender or the controlled affiliates of Successor Lender, and (ii) Successor Lender will agree to accept those assets in complete satisfaction of the Company's secured indebtedness to the Successor Lender in the current aggregate unpaid principal amount of approximately $ 17,925,000 plus all accrued and unpaid interest and other charges thereon and thereunder and all other costs and claims (collectively, the " Secured Indebtedness ") arising under that certain Amended and Restated Credit Agreement dated October 3, 2011, as amended prior to the date hereof (as so amended, the “ Credit Agreement ”), by and among Texas Capital Bank, N.A. (“ TCB ”) and IberiaBank (“ IberiaBank ” and, together with TCM, “ Original Lender ”); Borrower; TCB, in its capacity as "Administrative Agent" under the Credit Agreement; and DD Energy, Inc., a Nevada corporation (“ DD Energy ”), and all promissory notes, mortgages, collateral assignments, guaranties, and other documents and instruments evidencing or securing such Secured Indebtedness, as further described on Appendix 1 hereto (collectively, the " Loan Documents "). All rights of Original Lender under the Credit Agreement and other documents and instruments evidencing and securing the indebtedness of Borrower under the Credit Agreement have been sold and assigned to Successor Lender pursuant to that certain Loan Sale Agreement dated February 10, 2017, by and among Original Lender (as "Seller"), Successor Lender, and Borrower.

BINDING AND ENFORCEABLE AGREEMENTS

Upon execution of counterparts of this Letter Agreement by Successor Lender, the following numbered Sections shall constitute the legally binding and enforceable agreement of Borrower and Successor Lender (in recognition of the significant costs to be borne by Successor Lender and Borrower in pursuing the Transactions and further in consideration of their mutual undertakings as to the matters described herein).

1.            Consideration for Loan Forgiveness. In Transactions that will close concurrently at the "Closing" described in Section 5 , below:

1.1          Conveyance of Colorado and Texas Assets .

(a)          Oil and Gas Properties . Borrower shall convey to Successor Lender all right, title, and interest in and to all real property leases and oil and gas producing properties and other assets of Borrower situated in the State of Colorado, the State of Texas and the State of Nebraska including all equipment and tangible personal property owned by Borrower, situated in such States, and used by Borrower in connection with the ownership and operation of Borrower's real property leases and oil and gas producing properties located in such states, which assets (i) for the avoidance of doubt, shall include Borrower's assets in the Adena Field, the NECO Project, Weld County, East Crown, and (ii) also shall include the Oil and Gas Plugging, Lease and other Bonds associated therewith, as described in more detail on Appendix 2 to this Agreement the Operating Bonds (the assets described in this Section 1.1(a) collectively, the " Oil and Gas Properties "). Prior to the Closing, the parties will evaluate whether it may be more efficient to structure the conveyance of such Oil and Gas Properties as a transfer of the ownership interests in the Company subsidiaries ( i.e. , Black Sable Energy, LLC; Black Raven Energy, Inc.; and Adena, LLC) (the " CO and Texas Operating Subsidiaries ") that own record title to those Oil and Gas Properties, excluding therefrom any cash assets of such CO and Texas Operating Subsidiaries.

(b)          Effective Date; Adjusting Payment . The conveyance of such Oil and Gas Properties shall occur as of January 1, 2017 (the “Effective Date”), and at the Closing pursuant to Section 5 , below, the Parties shall prorate the income from and direct expenses of such Oil and Gas Properties (or, if applicable, the CO and Texas Operating Subsidiaries) for the period from the Effective Date to the Closing Date (the " Adjusting Period "), and if, with respect to such Adjusting Period, (i) the income from such Oil and Gas Properties exceeded the direct expenses of such Oil and Gas Properties, then at the Closing, Borrower shall pay to Seller an amount equal to the amount of such income, or (ii) the direct expenses of such Oil and Gas Properties exceeded the income from such Oil and Gas Properties, then at the Closing, Seller shall pay to Borrower (or credit against the Cash Payment due under Section 1.3 , below) an amount equal to the amount of such income (the payment due between the Parties under this Section 1.1(b) , the " Adjusting Payment "). Expenses incurred prior to the Effective Date but paid during the Adjusting Period are to be excluded from the calculation of the Adjusting Payment. If any information with respect to the income from and direct expenses of the Oil and Gas Properties in the Adjusting Period is not available until after the Closing, then as promptly as practicable following the first date as of which such information becomes available, the Parties shall provide to each other a summary thereof and agree upon the Adjusting Payment due with respect thereto (which shall be paid within 30 days after the date on which the Parties agree upon the amount of such Adjusting Payment).

1.2          Oakridge Energy Shares . Borrower shall transfer to Successor Lender all right, title, and interest in and to all shares of Oakridge Energy, Inc. (the " Oakridge Shares " and, together with the Oil and Gas Properties, the " Transferred Assets "), that are owned by Borrower.

1.3          Cash Payment . Borrower shall pay to Successor Lender by wire transfer of immediately available funds the sum of $3,300,000, subject to adjustment pursuant to Section 1.1(b) , above (the " Cash Payment ").

2.            Forgiveness of Secured Loan . Successor Lender (a) agrees to accept the conveyances, transfers, and payments described in Section 1 , above, in complete satisfaction of all amounts due under the Loan Documents and with respect to the Secured Loan, and (b) agrees that at the Closing pursuant to Section 5 , below, and in consideration of Borrower's conveyances, transfers, and payments described in Section 1 , above, Successor Lender shall make, execute and deliver such documents and instruments as may be necessary or appropriate for evidencing the release of Borrower and its assets from any further obligation to make any additional payments under the Credit Agreement or any of the other Loan Documents or otherwise with respect to the Secured Loan.

3.            Additional Agreements of Parties.

3.1          Retention of Kansas Assets . For the avoidance of doubt, from and after the Closing, Borrower shall retain its existing oil and gas properties situated in the State of Kansas (and all equipment and tangible personal property then owned by Borrower, situated in such States, and used by Borrower in connection with the ownership and operation of Borrower's real property leases and oil and gas producing properties located in Kansas), and Successor Lender shall not have any claim against or with respect to any such assets.

3.2          Forbearance . The Parties agree that:

(a)          Suspension in Payments . Borrower shall not be obligated to make any payments to Successor Lender under the Loan Documents or with respect to the Secured Loan prior to the Closing; and

(b)          Forbearance . Successor Lender shall not enforce or exercise prior to the Closing any remedies available to Successor Lender under the Loan Documents by reason of any default by Borrower of any of its obligations under the Loan Documents.

3.3          Company Shareholder Approval . The Company covenants and agrees to (a) schedule a meeting of its shareholders to occur on or before March 31, 2017, and (b) at such meeting, to seek approval of its shareholders for the Transactions contemplated by this Letter Agreement.

3.4          ASEN Service Agreement .

(a)          Successor Lender hereby (i) acknowledges that (A) pursuant to a letter agreement dated April 1, 2016 (the " ASEN Service Agreement "), American Standard Energy (" ASEN "), an affiliate of Successor Lender, engaged the Company to provide certain services to ASEN and agreed to compensate the Company for such services at a rate of $60,000 per month, and (B) ASEN is delinquent in paying amounts due to the Company under that ASEN Service Agreement, (ii) agrees that (A) concurrently with the execution of this Letter Agreement, ASEN shall pay to the Company the sum of $120,000 in satisfaction of the monies due to the Company with respect to December 2016 and January 2017, and (B) ASEN shall pay on or before the last day of each calendar month ending on or prior to the Closing the $60,000 monthly fee due to the Company under the ASEN Agreement with respect to such respective previous calendar month, and (iii) guaranties the due, full, and punctual payment of the amounts that ASEN is obligated to pay to the Company under the preceding clause "(ii)" and the ASEN Agreement.

(b)          Subject to ASEN (or Successor Lender) timely paying all amounts due to the Company under clause "(ii)" of Section 3.4(a) , above, and to Successor Lender's performance of its obligations under this Letter Agreement, the Company agrees that, at the Closing, the Company shall forgive ASEN's obligation to pay any additional amounts under the ASEN Service Agreement with respect to all periods prior to December 1, 2016. In the event of a termination of this agreement, provided ASEN (or Successor Lender) have performed its obligations under 3.4 (a) and 3.4 (b), the Company shall forgive ASEN's obligation to pay any additional amounts under the ASEN Service Agreement with respect to all periods prior to December 1, 2016.

3.5          Employment Offers . Effective as of the date of the Closing, Successor Lender may extend (but shall not be obligated to extend) (a) to any of Borrower's employees an offer to commence employment with (or an offer to be engaged as a consultant or advisor to) Successor Lender from and after the Closing, and will assume accrued benefit costs for any such employees that accept that offer, and (b) to each consultant or other person then engaged by Borrower to provide services to Borrower and offer to provide services to Successor Lender or its affiliate.

3.6          Alternative Transactions . Borrower covenants and agrees that if the Company is unable to obtain on or before March 31, 2017, the shareholder approval contemplated by Section 3.3 , above, then Borrower shall take such commercially reasonable actions as may be necessary or appropriate for enabling the Parties to effectuate in compliance with applicable law as promptly as reasonably practicable thereafter and as efficiently as reasonably practicable, the Transactions contemplated by this Letter Agreement.

3.7          Reasonable Best Efforts . Borrower covenants and agrees to use reasonable best efforts to assist Successor Lender in correcting any deficiencies in title or security interest related to the assets of Borrower.

3.8          Satisfaction of Conditions . Each Party covenants and agrees to take such commercially reasonable actions as may be reasonably necessary in order to satisfy the conditions to and to facilitate the Closing of the Transactions on or before April 30, 2017.

3.9          Daily Operations . Borrower shall use commercial reasonable efforts to (a) maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement); (c) use the standard of care typical in the industry in the operation and maintenance of its facilities; and (d) cause its tangible property relating to the Oil and Gas Properties to be maintained in good repair and condition, cause all necessary replacements thereof to be made, and cause such property to be operated in a good and workmanlike manner in accordance with standard industry practices, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect, provided that, notwithstanding the foregoing or any other provision hereof or of the Loan Documents to the contrary, Borrower shall not be obligated to pay or incur any costs for any capital improvements to the Oil and Gas Properties that are to be transferred to Successor Lender hereunder.

4.            Representations and Warranties of Parties .

4.1          Borrower Representations and Warranties . Borrower represents and warrants to Successor Lender that:

(a)          Authorization; Enforceability . Except for the approval of the Company's shareholders as contemplated by Section 3.3 , above, the execution and delivery by Borrower of this Letter Agreement, the performance by Borrower of its respective obligations under this Letter Agreement, and the consummation of the Transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability action, as applicable, and no other proceedings on the part of Borrower, its Board of Directors, shareholders, members, or managers, as applicable, are necessary to approve and adopt this Letter Agreement or to approve the consummation of the transactions contemplated hereby. This Letter Agreement has been duly executed and delivered by Borrower, and, when approved by the Company's shareholders as contemplated by Section 3.3 , above, and executed and delivered by the Successor Lender, will be, the legal, valid and binding obligations of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by (A) general principles of equity (whether considered in a proceeding at law or in equity), and (B) bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally.

(b)          Ownership . Borrower is the sole legal and beneficial owner of the Transferred Assets, free and clear of all liens, security interests, claims, and encumbrances (other than (i) the liens securing the Secured Loan, and (ii) with respect to the Adena Oil and Gas Property, an existing after-payout reversionary working interest evidenced in documents of records, and (iii) a lien securing taxes not yet due and payable). Subject to obtaining the approval of the Company's shareholders as contemplated by Section 3.3 , above, Borrower has full power and every right and lawful authority, without the consent of any other Person, to make, execute, and deliver this Letter Agreement and perform its obligations hereunder.

(c)          Title . No Person (other than Successor Lender pursuant to this Letter Agreement) has any option or other right to acquire the Transferred Assets. Upon execution and delivery of this Letter Agreement and the performance by Successor Lender of its respective obligations hereunder, Successor Lender shall acquire title to the Transferred Assets, free and clear of all liens, security interests, claims, and encumbrances whatsoever arising by or through Borrower.

(d)          Brokers and Finders. Borrower has not engaged and is not obligated to pay any fees to any broker or finder or other agent in connection with the Transactions contemplated hereunder.

4.2          Successor Lender Representations and Warranties . Successor Lender hereby represents and warrants to Borrower that:

(a)          Authorization; Enforceability . The execution and delivery by Successor Lender of this Letter Agreement, the performance by Successor Lender of its respective obligations under this Letter Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability action, and no other proceedings on the part of Successor Lender, its members or managers are necessary to approve and adopt this Letter Agreement or to approve the consummation of the transactions contemplated hereby. This Letter Agreement has been duly executed and delivered by Successor Lender, and when executed and delivered by Borrower will be, the legal, valid and binding obligations of Successor Lender, enforceable against it in accordance with its terms, except as such enforceability may be limited by (A) general principles of equity (whether considered in a proceeding at law or in equity), and (B) bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally.

(b)          Ownership . Successor Lender is the sole legal and beneficial owner of all rights of the lender (including those of all "Banks") under the Credit Agreement and all other Loan Documents, free and clear of all liens, security interests, claims, and encumbrances (other than the liens securing the Secured Loan). Successor Lender has full power and every right and lawful authority, without the consent of any other Person, to make, execute, and deliver this Letter Agreement and perform its obligations hereunder.

(c)          Brokers and Finders. Successor Lender has not engaged and is not obligated to pay any fees to any broker or finder or other agent in connection with the Transactions contemplated hereunder.

5.            Conditions to Closing .

5.1          Conditions to Borrower Obligations . The obligations of Borrower under this Letter Agreement are subject to satisfaction or waiver by Borrower of the following conditions at or prior to the Closing:

(a)          Each of the representations and warranties of Successor Lender contained in Section 4.2 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing;

(b)          Successor Lender shall have performed and complied with all agreements and obligations contained in this Letter Agreement that are required to be performed or complied with by Successor Lender on or before such Closing;

(c)          The shareholders of the Company shall have approved the Transactions contemplated by this Letter Agreement;

(d)          ASEN (or Successor Lender) shall have paid prior to delinquency all payments due to the Company in accordance with Section 3.4(a) , above.

(e)          The Company shall have received from the issuance of debt or equity securities or from another source after the date hereof and prior to the Closing at least $5,000,000 of net offering proceeds.

(f)          No injunction or order must be in effect by any Court or other governmental agency prohibiting the Transactions.

5.2          Conditions to Successor Lender's Obligations .

(a)          Each of the representations and warranties of Borrower contained in Section 4.1 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing;

(b)          Borrower shall have performed and complied with all agreements and obligations contained in this Letter Agreement that are required to be performed or complied with by Borrower on or before such Closing;

(c)          There shall not have occurred any material adverse event with respect to the Oil and Gas Properties.

(d)          No injunction or order must be in effect by any Court or other governmental agency prohibiting the Transactions.

6.            Closing . The closing of the Transactions contemplated by this Letter Agreement (the " Closing ") shall occur at the offices of the Company, 4040 Broadway, Suite 508, San Antonio, Texas 78209, at 10:00 a.m., Central time, on or before April 30, 2017. At the Closing:

6.1          Borrower Deliveries . Borrower shall:

(a)          Make, execute and deliver such deeds, bills of sale, and other instruments of transfer as may be necessary to vest in Successor Lender title to the Transferred Assets, free and clear of all liens, claims, and encumbrances (other than the liens under the Loan Documents);

(b)          Deliver to Successor Lender the sum of $3,300,000 (as adjusted for Adjusting Payments) by wire transfer of immediately available funds; and

(c)          Make, execute and deliver such other commercially reasonable documents and instruments, and take such other commercially reasonable actions, as may be necessary or convenient for effectuating the Transactions in accordance with this Letter Agreement.

6.2          Successor Lender Deliveries . Successor Lender shall:

(a)          Make, execute and deliver in recordable form such reconveyances, releases, and other documents and instruments as may be necessary to release all assets of the Company (other than the Transferred Assets) from the lien securing the Secured Loan;

(b)          Make, execute and deliver an instrument in commercially reasonable form to memorialize the discharge of the Secured Loan in full and the release of Borrower from all further claims under the Loan Documents; and

(c)          Make, execute and deliver such other commercially reasonable documents and instruments, and take such other commercially reasonable actions, as may be necessary or convenient for effectuating the Transactions in accordance with this Letter Agreement.

(d)          Make all remaining payments, if any, that are due to the Company under Section 3.4(a) , above, with respect to all periods ending on or prior to the Closing Date.

7.            Indemnification . Successor Lender hereby agrees to indemnify, defend, and hold Borrower free and harmless from any and all claims arising from or related to Successor Lender's operation of the Oil and Gas Properties arising after the Closing Date, including the cost of defense of any such claims, and further indemnifies Borrower from any and all claims arising from or related to the environmental condition of the Oil and Gas Properties, whether arising before or after the Closing Date. Buyer shall assume all obligations and liabilities for the proper plugging of all wells at the Oil and Gas Properties and any other unplugged wells located on the leases for any portion of the Oil and Gas Properties. Successor Lender's obligations under this Section 7 shall survive the Closing of the Transactions pursuant to this Letter Agreement.

8.            Termination of Agreement .

8.1          Termination . This Letter Agreement may be terminated prior to the Closing as follows:

(a)          by written consent of Borrower and Successor Lender;

(b)          by either of the Parties, if any order of any Governmental Authority permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction shall have become final and non-appealable;

(c)          by Borrower, if there shall be a breach by Successor Lender of any representation or warranty or any covenant or agreement contained in this Letter Agreement which would result in a failure of a condition set forth in Section 4.1 and which breach cannot be cured or has not been cured within 15 calendar days after the giving of written notice to Successor Lender of such breach;

(d)          by Successor Lender, if there shall be a breach by Seller of any representation or warranty or any covenant or agreement contained in this Letter Agreement which would result in a failure of a condition set forth in Section 4.2 and which breach cannot be cured or has not been cured within 15 calendar days after the giving of written notice to Borrower of such breach;

(e)          by Borrower, on the one hand, or Successor Lender, on the other hand, if the Closing does not occur by the close of business on April 30, 2017 (the " Termination Date "); provided that , notwithstanding the foregoing, Borrower may not terminate this Letter Agreement pursuant to this Section 8.1(e) if Borrower is, and Successor Lender may not terminate this Letter Agreement pursuant to this Section 8.1(e) if Successor Lender is, in material breach of any of its respective obligations or representations, warranties, covenants or agreements contained in this Letter Agreement. For the avoidance of doubt, a Party not then in breach of its obligations hereunder may terminate this Letter Agreement pursuant to this Section 8.1(e) if any of the conditions to such Party’s obligations shall not have been satisfied by the Termination Date.

The termination of this Letter Agreement shall be effectuated by the delivery by the Party terminating this Letter Agreement to each other Party of a written notice of such termination.

8.2          Survival after Termination . If this Letter Agreement is terminated in accordance with Section 8.1 , above, then (a) no Party thereafter shall have any further obligations to consummate the Transactions pursuant to this Letter Agreement and (b) each Party shall retain all claims arising from a breach by such Party of its obligations under this Letter Agreement.

9.            Miscellaneous .

9.1          Notices . All notices, requests, demands or other communications permitted or required under this Letter Agreement shall be effective only if in writing, and shall be deemed to have been given, received and delivered (a) when personally delivered; (b) on the third (3 ^rd ) business day after the date on which mailed by certified or registered United States mail, postage prepaid and return receipt requested; or (c) on the same date on which transmitted by facsimile or other similar electronic means generating a receipt evidencing a successful transmission; or (d) on the next business day after the business day on which deposited with a public carrier regulated under United States laws for the fastest commercially available delivery (e.g., overnight), with a return receipt (or equivalent thereof administered by such regulated public carrier) requested, in a sealed envelope addressed to the Party for whom intended at the address set forth on the signature page of this Letter Agreement or such other address, notice of which is given as provided in this Section 9.1 .

9.2          Severability . If any provision of this Letter Agreement is for any reason found to be ineffective, unenforceable, or illegal by any court having jurisdiction, such condition shall not affect the validity or enforceability of any of the remaining portions hereof, unless it deprives any Party hereto of any material right or license held by such Party under this Letter Agreement. The Parties shall negotiate in good faith to replace any such ineffective, unenforceable or illegal provisions as soon as is practicable, and the substituted provision shall, as closely as possible, have the same economic effect as the eliminated provision.

9.3          Independent Contractors . Performance by the Parties under this Letter Agreement shall be as independent contractors. This Letter Agreement is not intended and shall not be construed as creating a joint venture or partnership, or as causing either Party to be treated as the agent of the other Party for any purpose or in any sense whatsoever, or to create any fiduciary or any other obligations other than those expressly imposed by this Letter Agreement.

9.4          Binding Effect . This Letter Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

9.5          Force Majeure . Neither Party shall be liable for any default or delay in performance of any of its obligations under this Letter Agreement if such default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions; riots or civil disorder; accidents or unavoidable casualties; interruptions in transportation or communications facilities or delays in transit or communication; supply shortages or the failure of any Person to perform any commitment to such Party related to this Letter Agreement; or any other cause (whether similar or dissimilar to those expressly enumerated in this Section 9.5 ) beyond such Party's reasonable control.

9.6          Entire Agreement; Amendments . This Letter Agreement, and the exhibits hereto (a) set forth the entire understanding of the Parties concerning the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relating to the subject matter hereof, whether oral or written, and (b) may not be modified or amended, except by a written instrument executed after the effective date of this Letter Agreement by the Party sought to be charged by the amendment or modification.

9.7          Governing Law; Jurisdiction; Venue . This Letter Agreement shall be governed by and construed in accordance with applicable provisions of the laws of the State of Texas (without regard to application of its conflict-of-law principles), and each Party hereby consents to the jurisdiction of the courts of the State of Texas for purposes of all actions commenced to construe or enforce this Letter Agreement. This Letter Agreement has been negotiated, executed, and delivered in Bexar County, Texas, and shall be performed in such County, and the exclusive venue for all actions arising under with this Letter Agreement shall be the District Court in and for Bexar, Texas.

9.8          Attorneys' Fees . If any action or proceeding is commenced to construe this Letter 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 fees in that action, as well as the costs and fees of enforcing any judgment entered therein.

9.9          Waiver . No waiver of any term, provision or condition of this Letter Agreement, the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term, provision or condition of this Letter Agreement. The failure of any Party hereto to enforce at any time any provision of this Letter Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Letter Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Letter Agreement shall be held to constitute a waiver of any other or subsequent breach.

9.10        Construction . This Letter Agreement is the result of negotiations between the Parties and neither of the Parties entering into this Letter Agreement has acted under any duress or compulsion, whether legal, economic or otherwise. The Parties hereby waive the application of any rule of law that ambiguous or conflicting terms or provisions should be construed against the Party who (or whose attorney) prepared this Letter Agreement or any earlier draft of the same. In this Letter Agreement, the word " Person " includes any individual, company, trust or other legal entity of any kind, and the word " include(s) " means "include(s), without limitation," and the word " including " means "including, but not limited to." Unless the context of this Letter Agreement otherwise clearly requires, references to the plural include the singular and the singular the plural. Unless otherwise expressly indicated herein, the words " hereof, " " hereunder, " and similar terms in this Letter Agreement refer to this Letter Agreement as a whole and not to any particular provision of this Letter Agreement. All references to " Section " herein shall refer to the sections and paragraphs of this Letter Agreement unless specifically stated otherwise. The section and other headings, if any, contained in this Letter Agreement are inserted for convenience of reference only, and they neither form a part of this Letter Agreement nor are they to be used in the construction or interpretation of this Letter Agreement.

9.11        Counterparts; Electronic Signatures. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. This Letter Agreement may be executed by signatures delivered by facsimile or email, and a copy hereof that is executed and delivered by a Party by facsimile or email will be binding upon that Party to the same extent as a copy hereof containing that Party's original signature.

Acceptance of Terms

If the provisions of this Letter Agreement are acceptable, then please sign and date this Letter Agreement in the spaces provided below and return a copy to me by facsimile or email. If we do not receive from you prior 11:59 p.m., Central Time, on February 10, 2017, a copy of this Letter Agreement that you have executed to indicate your acceptance, then the offer memorialized above will expire at that time.

[ Signatures appear on following page .]

We look forward to hearing from you.

Acceptance

The undersigned agrees to and accepts the foregoing terms and conditions of this Letter Agreement, and agrees to be legally bound by the provisions of the lettered paragraphs under the heading "Binding and Enforceable Provisions," above.

Appendix 1

to

Letter Agreement

List of Loan Documents

Appendix 1

to

Letter Agreement

Description of Colorado Bonds

[ To Follow .]

Exhibit 10.2

LOAN SALE AGREEMENT

THIS LOAN SALE AGREEMENT (this “ Agreement ”), dated as of February 10, 2017 is between PWCM Master Fund, Ltd. (parent of PWCM Investment Company IC LLC), as an indemnitor hereunder (“ PWCM ”), the certain financial institutions listed on the signature pages hereto (each, individually, a “ Buyer ” and collectively, the “ Buyers ”); Texas Capital Bank, N.A. (“ TCB ”) and IberiaBank (“ IberiaBank ”) (collectively, “ Seller ”); and EnerJex Resources, Inc., a Nevada corporation (“ Parent ”), EnerJex Kansas, Inc. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“ EnerJex Kansas ”), Working Interest, LLC, a Texas limited liability company (“ Working Interest ”), and Black Sable Energy, LLC, a Texas limited liability company (“ Black Sable ”), Black Raven Energy, Inc., a Nevada corporation (“ Black Raven ”) and Adena, LLC, a Colorado limited liability company (“ Adena ”) (collectively, the “ Borrower ”).

Recitals:

WHEREAS, Seller made the loan or loans to the Borrower under the promissory note or notes referred to on Schedule One of the Assignment of Loan Documents (hereinafter defined) (the “ Loan ”);

WHEREAS, TCB is the Administrative Agent (the “ Administrative Agent ”) for itself and IberiaBank under an Amended and Restated Credit Agreement dated October 3, 2011 (as amended prior to the date hereof) (the “ Credit Agreement ”), between the Borrower, DD Energy, Inc., a Nevada corporation (“ DD Energy ”), the Administrative Agent and the Seller;

WHEREAS, Seller desires to sell to Buyers, and Buyers desire to purchase from Seller, Seller’s right, title, and interest in, to and under the Loan under the Loan Documents, on the terms and conditions set forth herein; and

WHEREAS, DD Energy was released from its obligations under the Credit Agreement and other Loan Documents by the Eighth Amendment to Amended and Restated Credit Agreement dated August 13, 2014;

NOW, THEREFORE, IN CONSIDERATION of the premises and of the mutual representations, warranties, and covenants which are made and to be performed by the respective parties, it is agreed as follows:

Article I

DEFINITIONS

1.01          Definitions . The following capitalized terms shall have the meanings ascribed to such terms in this Section 1.01 for all purposes of this Agreement:

“ Administrative Agent ” shall have the meaning assigned in the second Recital of this Agreement.

“ Agreement ” shall have the meaning assigned in the preamble of this Agreement.

“ Allonge ” means an allonge in all material respects in the form of Exhibit B hereto.

“ Assignment of Loan Documents ” shall mean the Assignment of Loan Documents, in all material respects in the form of Exhibit A hereto.

“ Assignment of Mortgage ” shall mean an assignment of a mortgage or deed of trust which secures the Note substantially in the form of Exhibit D hereto, executed by TCB as the Administrative Agent in favor of the Buyers.

“ Buyer” and “Buyers ” shall have the respective meanings referenced in the preamble of this Agreement and listed specifically on the signature pages of this Agreement.

“ Borrower ” shall have the meaning referenced in the preamble of this Agreement.

“ Borrower Affiliate ” shall have the meaning assigned in Section 3.02(j) of this Agreement.

“ Business Day ” shall mean any day other than Saturday, Sunday or holiday on which the Seller is authorized by law to be closed.

“ Cash Purchase Price ” shall have the meaning assigned in Section 2.01(b) of this Agreement.

“ Closing ” shall have the meaning assigned in Section 7.012 of this Agreement.

“ Closing Date ” shall have the meaning assigned in Section 7.012 of this Agreement.

“ Collateral ” has the meaning assigned in the Loan Documents.

“ Credit Agreement ” shall have the meaning assigned in the second Recital of this Agreement.

“ DD Energy ” shall have the meaning assigned in the second Recital of this Agreement.

“ Effective Date ” shall be February 17, 2017.

“ Excluded Documents ” shall have the meaning assigned in Section 2.01(e) of this Agreement.

“ Investment Letter ” means investment letters from each Buyer in all material respects in the form of Exhibit C hereto.

“ Liability ” shall have the meaning assigned in Section 5.01 of this Agreement.

“Lien” shall have the meaning assigned in the Credit Agreement (as defined in the Recitals hereto).

“ Loan ” shall have the meaning assigned in the first Recital of this Agreement.

“ Loan Documents ” shall mean the documents identified on Schedule One of the Assignment of Loan Documents.

“ Loan Rights ” shall mean all of Seller’s right, title and interests in, to and under the Loan Documents, excluding the Reserved Obligations (as defined in the Assignment of Loan Documents).

“ New Administrative Agent ” shall have the meaning assigned such terms in Section 2.01(a) of this Agreement.

“ Note ” shall have the meaning assigned in Section 7.03(a) of this Agreement.

“ OFAC ” shall mean the U.S. Department of the Treasury Office of Foreign Assets Control.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“ Real Property ” shall mean the real property described in the mortgages and deeds of trust (and amendments thereto) listed on Schedule One of the Assignment of Loan Documents.

“ Released Claims ” shall have the meaning assigned in Section 6.01(a) of this Agreement.

“ Released Parties ” shall have the meaning assigned in Section 6.01(a) of this Agreement.

“ Releasing Parties ” shall have the meaning assigned in Section 6.01(a) of this Agreement.

“ Sanctioned Country ” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available online at http://www.treas.gov/offices/enforcement/ ofac/programs/index.shtml , or as otherwise published from time to time.

“ Sanctioned Person ” shall mean (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available online at http://www.treas.gov/ offices/enforcement/ofac/sdn , or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“ Securities Act ” shall have the meaning assigned in Section 3.02(f) of this Agreement.

“ Seller ” shall have the meaning assigned in the preamble of this Agreement.

“ Seller Parties ” shall mean the Administrative Agent, each bank comprising the Seller, and their respective officers, directors, partners, employees, investors, shareholders and affiliates, and the attorneys and agents of each of the foregoing.

“ Synthetic Equity Interest ” shall have the meaning assigned in Section 2.01(b)(ii) of this Agreement.

1.02         Rules of Interpretation . Singular terms shall include the plural, and vice versa, unless the context otherwise requires. Exhibits, schedules and addendums referenced in this Agreement are deemed to be incorporated herein by reference. The term “including” shall mean “including without limitation.” The provisions of the exhibits attached hereto are incorporated herein by reference and form a part of this Agreement.

Article II

PURCHASE AND SALE OF LOAN

2.01         Purchase and Sale of Loan; Assumption of Obligations .

(a)           Purchase, Sale, and Transfer . With effect on and after the Closing Date and subject to the terms and conditions set forth herein, Seller shall assign, transfer and convey to Buyers, and Buyers shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to and under the Loan Rights. The conveyance shall be made pursuant to documents substantially in the form of the assignment documents annexed hereto as Exhibit A (Assignment of Loan Documents) and Exhibit B (Allonge). Moreover, on the Closing Date, the Administrative Agent shall be deemed to have resigned its position as administrative agent under the Amended and Restated Credit Agreement dated October 3, 2011, between the Borrower, DD Energy, and upon such resignation, Cortland Capital Market Services LLC (the “ New Administrative Agent ”) shall assume the role as administrative agent thereunder. On or before the Effective Date, (i) each of the parties shall have executed and delivered a counterpart to this Agreement and (ii) the parties shall have executed and delivered all other documents required to effect a transfer of the Loan Rights from Seller to Buyers, including, without limitation, all requisite documentation set forth in this Section 2.01(a), Section 7.03 and Section 7.04. On the Effective Date, Buyers shall deliver the Cash Purchase Price to Seller. Upon payment of the Cash Purchase Price, Buyers shall be deemed to have assumed all of Seller’s liabilities and obligations of every nature whatsoever with respect to the Loan, the Loan Rights and the Loan Documents existing as of the Closing Date. Without limiting the foregoing, effective as of Closing, Buyers shall be solely responsible for the existence of any and all insurance pertaining to the Loan Rights, including casualty and liability insurance coverage relating to the Real Property. The obligations of the parties to consummate the transactions contemplated hereby are subject to the following conditions, any and all of which may be waived in writing, in whole or in part, by each party to the extent permitted by applicable law: (i) each party shall have performed in all material respects all of its obligations set forth herein required to be performed by it on or prior to the Effective Date and (ii) the representations of each party set forth herein shall be true in all material respects as of the Effective Date.

(b)           Cash Purchase Price; Synthetic Equity .

(i)          Buyers shall, collectively, pay to the Administrative Agent for the benefit of Seller the amount of Five Million and No/100 Dollars ($5,000,000) (the “ Cash Purchase Price ”) by wire transfer for the Loan Rights, in accordance with the requirements of Article VII of this Agreement (which shall be paid to Seller via wire transfer(s), but will be funded according to the amounts indicated in Exhibit E).

(ii)         The Seller shall be entitled to a Synthetic Equity Interest (as more specifically defined in Addendum One hereto) (the “ Synthetic Equity Interest ”), equal to 10% of the Proceeds (also as defined in Addendum One hereto), after Buyer’s realization of a 150% return on the Cash Purchase Price within five (5) years of the Closing Date. The payment on the Synthetic Equity Interest shall be distributed 65.78947368% to TCB and 34.21052632% to IberiaBank within 10 days following the last day of the calendar month in which such Net Proceeds were realized.

(iii)        At any time prior to the expiration of five years from the Effective Date, Buyers may acquire the interest described in clause (ii) preceding by the payment of $2,500,000 in immediately available funds consisting of a payment of $1,644,736.84 to TCB and a payment of $855,263.16 to IberiaBank. Upon the timely payment of such $2,500,000.00, the interest described in clause (ii) preceding shall be deemed transferred to Buyers.

(iv)        Buyers shall provide Seller notice within three (3) business days of the occurrence of an event giving rise to payment under Section 2.01(b)(ii), and notice no later than three (3) business days prior to Buyers’ exercise of its rights under Section 2.01(b)(iii).

(c)           No Recourse . The conveyance of the Loan Rights is made by Seller to Buyers without recourse and, except as set forth in Section 3.01 of this Agreement, without representation or warranty, express or implied, oral or written. Without limiting the preceding sentence, Seller parties shall not be liable to any Buyer, or such Buyer’s successors, successors-in-title, legal representatives, or assigns, should Borrower fail to perform any of Borrower’s obligations under the Loan Documents or otherwise. As of the Effective Date, one or more defaults or events of default by Borrower have occurred and are continuing under the Loan Documents. Buyers are purchasing the Loan Rights (i) subject to all defaults and events of default that have occurred and which will exist as of the Closing Date, and (ii) with the Loan Documents, in their “as is” and “with all faults, defaults and events of default” condition. Upon the Closing, Seller parties shall have no further responsibility or liability for the Loan or under the Loan Documents and all risk of loss or damage with respect to the Loan, the Loan Rights and the Loan Documents shall be assumed and borne by Buyers.

(d)           Guaranties . No guaranties of the Loans are being conveyed to Buyers.

(e)           Excluded Documents . Buyers acknowledge that the only documents included in the Loan Documents are those described in Schedule One of the Assignment of Loan Documents and that other documents, certificates, reports, analyses and other information concerning the Loan Rights are excluded from the Loan Documents. These excluded documents, referred to herein as “ Excluded Documents, ” may include material information which, if known to Buyers, could have a material influence upon Buyers’ assessment of the (i) value, (ii) merits, (iii) risks, and (iv) hazards inherent with the Loan Rights, and Buyers accept such risks by entering into this Agreement and such risks shall be borne solely by Buyers. The Excluded Documents are not sold, transferred, assigned or conveyed by Seller to Buyers. In no event shall Buyers at any time be entitled to review or have access to Seller’s assessments of the Loan and the Real Property, attorney-client privileged materials, and internal communications or strategies of Seller for the Loan.

Article III

Representations and Warranties

3.01         Seller Representations and Warranties . Seller represents and warrants to Buyers, as of the Effective Date and as of the Closing Date, as follows:

(a)          Seller is the owner of the Loan Rights free and clear of any Lien, and Seller shall have the right on the Closing Date to assign the Loan Rights to Buyers free and clear of any Lien.

(b)          Seller has full power and authority, and has taken all action necessary to authorize it, to enter into and perform its obligations under this Agreement and all other documents or instruments contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and the execution, delivery and performance of this Agreement by Seller does not conflict with the organizational documents of Seller.

(c)          According to TCB’s computer loan system (i) as of January 24, 2017, the outstanding principal balance of the Loan is $17,925,000.00 and (ii) the Loan has matured.

(d)          No proceedings are pending against Seller or, to the best of Seller’s knowledge, threatened against Seller that, in the aggregate, will materially and adversely affect (i) the Loan Rights or (ii) any action taken or to be taken by Seller under this Agreement.

3.02         Buyer Representations and Warranties . Each Buyer represents and warrants to Seller, as of the Effective Date and as of the Closing Date, as follows:

(a)          Each Buyer has full power and authority and has taken all action necessary to authorize it to enter into and perform its obligations under this Agreement and all other documents or instruments contemplated hereby. This Agreement has been duly authorized, executed and delivered by each Buyer, constitutes the legal, valid and binding obligation of each Buyer, and is enforceable against each Buyer in accordance with its terms. The execution, delivery and performance of this Agreement by each Buyer does not conflict with the organizational documents of each Buyer, or with any law, statute or regulation applicable to each Buyer, or any mortgage, indenture or other contract or agreement to which each Buyer is a party.

(b)          Each Buyer is a sophisticated investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks relating to its purchase of the Loan Rights.

(c)          Each Buyer is a “United States person” within the meaning of Paragraph 7701(a)(30) of the Internal Revenue Code of 1986, as amended. Neither Buyer nor any affiliate of Buyer is a Sanctioned Person, (i) has assets in Sanctioned Countries, or (ii) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries.

(d)          The Borrower has provided all data and information regarding the Loan Rights and all matters relating thereto requested by each Buyer, including information satisfactory to each Buyer relating to any Collateral, including the Loan Documents. Other than Seller’s representations and warranties in Section 3.01 of this Agreement, each Buyer has in no way relied on data and information provided by the Seller. The decision of each Buyer to purchase the Loan Rights is, and will be, based solely upon each Buyer’s independent evaluation of all such information and materials supplied by the Borrower. Each Buyer acknowledges that prior to the Closing Date, it shall have conducted sufficient due diligence, with access to expert technical and legal advice, to enable each Buyer to evaluate the merits and risks of acquiring and assuming the Loan Rights. Each Buyer has relied and shall rely solely on its own investigation and other than Seller’s representations and warranties in Section 3.01 of this Agreement, each Buyer has not relied and will not rely upon any information supplied by the Seller, nor on any oral or written statements or representations by Seller or any of the Seller Parties. Without limiting the foregoing, except as may be set forth in Section 3.01 , no representations or warranties are or have been made to any Buyer regarding (i) the collectability or value of the Loan Rights; (ii) the credit worthiness of Borrower or the ability of Borrower to perform pursuant to the terms and conditions of the Loan Documents; (iii) the value of any collateral described in the Loan Documents; (iv) Borrower’s ownership of or title to the Real Property and any other property, real or personal, securing the payment of the Loan, or (v) the extent, validity, priority or perfection of any mortgage, security interest or other lien relating to the Loan Rights. Each Buyer accepts all risk of monetary loss arising from or relating to its purchase and enforcement of the Loan Rights.

(e)          Each Buyer acknowledges that (i) Seller and the other Seller Parties make no warranties or representations as to the accuracy or completeness of any information relating to any Collateral, including, but not limited to any reserve reports or assessments which Seller and the other Seller Parties may have, and any such reserve reports, analyses or assessments, to the extent provided to each Buyer, is for information purposes only without any assurance that such reports, analyses or assessments are accurate, complete or timely in any respect; (ii) each Buyer has not relied and will not rely upon any representations or warranties of Seller and the other Seller Parties, express or implied, concerning the information relating to any Collateral, including, but not limited to any reserve reports, analyses or assessments referred to in the immediately preceding sentence; (iii) Seller and the other Seller Parties make no warranties or representations as to the quality, quantity or functionality of any real or personal property that serves as Collateral for the payment of any of the Loan, including the Real Property; and (iv) each Buyer will rely solely upon its own investigation of the Collateral. Upon Closing, each Buyer will assume the risk that adverse matters, including adverse physical and environmental conditions, may not have been revealed by the inspections and investigations performed by each Buyer or by any of the Loan Documents or other materials provided to or examined by each Buyer.

(f)          Each Buyer is acquiring the Loan Rights for its own account and not with a view toward any public sale or distribution thereof and Buyer does not intend to sell, offer for sale or syndicate the Loan Rights or fractional interests in the Loan Rights or in any Buyer in connection with the purchase of the Loan Rights. No Buyer nor anyone acting on behalf of any Buyer has offered, transferred, pledged, sold, or otherwise disposed of the Loan Rights or any interest in the Loan Rights or solicited any offer to buy or accept a transfer, pledge or other disposition of the Loan Rights or any interest in the Loan Rights, or otherwise negotiated with respect to the Loan Rights, any interest in the Loan Rights with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Loan Rights under the Securities Act of 1933, as amended (the “ Securities Act ”), or that would render the disposition of the Loan Rights a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Loan Rights.

(g)         Each Buyer acknowledges that its obligations under this Agreement are not conditioned upon, or qualified by, the ability of that Buyer to obtain any debt or equity financing of any nature.

(h)         No Buyer has dealt with any broker, investment banker, agent, or other similar Person, who may be entitled to any commission, or other similar compensation or payment in connection with the sale of the Loan Rights.

(i)          Each Buyer acknowledges that Seller shall have no responsibility or liability to any Buyer arising out of or related to the failure of any Person to assist or cooperate with any Buyer. No Buyer is relying upon the continued actions or efforts of Seller or any third party in connection with its decision to purchase the Loan Rights. All risks attendant to the potential failure or refusal of any Person that is not a party to this Agreement to assist or cooperate with either any Buyer or Seller in the effective transfer and assignment of the Loan Rights shall be borne solely by each Buyer.

(j)          None of the shareholders, members, partners, officers, directors or managers of any of the Buyers is either (i) the Borrower (ii) a shareholder, member, partner, officer, director, manager, employee or agent of the Borrower or any entity directly or indirectly controlling or under direct or indirect control of Borrower, or (iii) Robert Watson (each, a “ Borrower Affiliate ”). It is not anticipated that any Borrower Affiliate will have any interest in any Buyer.

(k)         No Buyer has reason to believe that it has received directly or indirectly from any Borrower Affiliate any material information relating to the Borrower, the Loan Rights or the Collateral that the Borrower Affiliate in question has not made available to Borrower.

(l)          Each Buyer is not now, and immediately after giving effect to the transactions contemplated hereby, shall not be insolvent within the meaning given that term under 11 U.S.C.§101(32) and other applicable laws relating to fraudulent transfers and conveyances and each Buyer shall: (a) be able to pay their respective debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities, which shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability); and (c) have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of each Buyer or Seller. In connection with the transactions contemplated hereby, each Buyer has not incurred, nor plans to incur, debts beyond its respective ability to pay as they become absolute and matured.

3.03        PWCM Representations and Warranties as Indemnitor . PWCM represents and warrants to Seller, as of the Effective Date and as of the Closing Date, as follows:

(a)          PWCM has full power and authority and has taken all action necessary to authorize it to enter into and perform under Section 6.01(b) of this Agreement.  The indemnification by PWCM has been duly authorized, executed and delivered by PWCM, constitutes the legal, valid and binding obligation of PWCM, and is enforceable against PWCM in accordance with its terms.  The execution, delivery and performance of the indemnification by PWCM does not conflict with the organizational documents of PWCM, or with any law, statute or regulation applicable to PWCM, or any mortgage, indenture or other contract or agreement to which PWCM is a party. 

(b)          The Borrower has provided any data and information as requested by PWCM, and PWCM has in no way relied on data and information provided by the Seller.  PWCM acknowledges that (i) Seller and the other Seller Parties make no warranties or representations as to the accuracy or completeness of any information to the extent provided to PWCM; (ii) PWCM has not relied and will not rely upon any representations or warranties of Seller and the other Seller Parties, express or implied; and (iv) PWCM will rely solely upon its own investigation relative to its indemnification under this Agreement. 

(c)          PWCM is not now, and immediately after giving effect to the indemnification contemplated hereby, shall not be insolvent within the meaning given that term under 11 U.S.C.§101(32) and other applicable laws relating to fraudulent transfers and conveyances and PWCM shall: (a) be able to pay its respective debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities, which shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability); and (c) have adequate capital to carry on its respective businesses. In undertaking the indemnity hereunder, PWCM is in no way incurring an obligation with the intent to hinder, delay or defraud either present or future creditors of PWCM, each Buyer or Seller. In connection with the transactions contemplated hereby, PWCM has  not incurred, nor plans to incur, debts beyond their respective ability to pay as they become absolute and matured.

Article IV

Covenants

4.01        Covenants of Seller .

(a)          Further Assurances . During the 60 days after the Closing Date, Seller will execute and deliver, at the sole cost and expense of Buyers (including Seller’s reasonable attorneys’ fees), such additional instruments as Buyers may, during such time, reasonably request in order to effectuate the purpose and terms of this Agreement.

4.02        Covenants of Buyers and Borrower .

(a)          Use of Name of Seller . No Buyer shall (i) institute any enforcement or legal action or proceeding in the name of Seller; (ii) refer to Seller in any correspondence to or discussion with Borrower regarding enforcement or collection of the Loan except as is reasonably required to evidence such Buyer’s ownership of the Loan Rights; (iii) misrepresent, mislead, deceive, or otherwise fail to adequately disclose to Borrower the identity of such Buyer and its ownership of the Loan Rights; or (iv) use Seller’s name, or any name derived from or confusingly similar with the name of Seller in connection with such Buyer’s enforcement, collection, or management of the Loan Rights, except as required to evidence such Buyer’s purchase of the Loan Rights. Each Buyer acknowledges that there may be no adequate remedy at law for a violation of the terms of this Section 4.02(a) , and Seller shall have the right to seek the entry of an order by a court of competent jurisdiction enjoining any violation hereof.

(b)           Reports . Each Buyer shall deliver or cause to be delivered to TCB and IberiaBank the reports described in Addendum One hereto.

(c)           Audit Rights . To the extent reasonably related to the Synthetic Equity Interest, each of the Buyers and the entities comprising the Borrower shall permit any officer, employee or representative of TCB or IberiaBank (i) to examine its books of account (and to make copies thereof and take extracts therefrom) and to discuss the affairs, finances and accounts with and to be advised as to the same by its officers and independent accountants from time to time upon two Business Days’ notice and (ii) to inspect the oil and gas properties of each entity comprising the Borrower from time to time upon three Business Days’ notice, for the period of time the Sellers have the Synthetic Equity Interest and such Synthetic Equity Interest is outstanding.

(d)           Further Assurances . Each Buyer shall execute and deliver such additional instruments and take such further actions as Seller may, from time to time, reasonably request, in order to effectuate the purpose and to carry out the terms of this Agreement. In this regard, each party shall pay its own fees and expenses.

Article V

Limitation of Liability

5.01         Limitation of Liability . If Seller Parties for any reason ever becomes liable to any Buyer under any circumstances, resulting from or related to this Agreement, for any claim, loss, cost, damage, judgment, expense or other liability of any kind, whether sounding in tort, fraudulent inducement, contract, strict liability, statute or other theory, including reasonable attorneys’ fees (collectively, a “ Liability ”), then such Buyer’s recourse against Seller Parties for such Liability shall be limited to the lesser of: (i) the Cash Purchase Price, less payments and the value of all other consideration received by such Buyer in respect of the Note and other Loan Rights, including the value of the Real Property; and (ii) the actual loss or damage sustained by such Buyer. Seller Parties shall have no liability to any Buyer, and no Buyer shall have recourse against Seller Parties, if any Buyer has taken any action, or omitted to take any action, the consequence of which is to materially alter or amend, or to compromise, impair or otherwise adversely affect, any of the Loan Rights. In no event shall Seller Parties have any responsibility for a Liability occurring or reported in writing to Seller more than sixty (60) days after the Closing Date.

5.02         Repurchase Option . Only upon the occurrence of a Liability, Seller shall have the option, but not the obligation, to purchase the Loan Rights from Buyers for an amount equal to the Cash Purchase Price minus any payments and the value of other consideration received by Buyers in respect of the Note and other Loan Rights, and Buyers shall execute all documents Seller may request, and paid for at Seller’s sole cost and expense, to effectuate such purchase and transfer, free and clear and clear of any Lien. If Seller exercises its option to purchase the Loan Rights pursuant to this Section 5.02 , Seller shall not be liable to Buyers for any Liability.

Article VI

INDEMNIFICATION AND RELEASE

6.01         Indemnification and Release .

(a)           waiver and release . Each of the entities comprising the Borrower for itself, its successors and assigns and all those at interest therewith (collectively, the “ Releasing Parties ”), jointly and severally, hereby voluntarily and forever, RELEASES, DISCHARGES AND ACQUITS each of the Administrative Agent, TCB, IberiaBank and the other Seller Parties and their respective officers, directors, shareholders, employees, agents, successors, assigns (including, without limitation, the Buyers), representatives, affiliates and insurers (sometimes referred to below collectively as the “ Released Parties ”) and all those at interest therewith of and from any and all claims, demands, actions, remedies, causes of action, debts, liabilities, contracts, damages, costs (including, without limitation, attorneys’ fees and all costs of court or other proceedings), expenses and losses of every kind or nature (INCLUDING, WITHOUT LIMITATION, OFFSETS, REDUCTIONS, REBATES OR CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES) at this time known or unknown, direct or indirect, fixed or contingent, in law, by statute, in admiralty or equity which the Releasing Parties, for themselves, their successors and assigns, and all those at interest therewith, ever had, now have, or hereafter can, shall or may have, for, upon or by reason or arising out of any act, occurrence, transaction, or omission occurring from the beginning of time to the date of execution of this Agreement if directly or indirectly related to this Agreement, the Note or the other Loan Documents (the “ Released Claims ”). It is the express intent of the Releasing Parties after consultation with an attorney selected by the Releasing Parties that the Released Claims shall include, but shall not be limited to, any and all claims and causes of action based on (a) breach of fiduciary duty, (b) fraud, (c) deceit, (d) duress, (e) breach of contract, (f) fraud in the inducement, (g) economic duress, (h) misrepresentation, (i) negligence, (j) negligent misrepresentation, (k) wrongful foreclosure, (l) impairment of recourse, (m) impairment of collateral, (n) breach of warranty of any kind, (o) conversion, (p) breach of any duty to use due care, (q) libel, (r) slander, (s) usury, (t) interference with business or business opportunities, (u) constructive trust, (v) contribution, (w) indemnity, (x) liability for any acts or omissions of any officers, directors, employees or agents of the Released Parties, (y) failure to act in accordance with any duty of good faith and/or fair dealing, (z) self-dealing, (aa) unreasonable and/or unfair debt collection, (bb) breach of any duty of confidentiality, (cc) breach of any duties with respect to trust funds, (dd) breach of any obligations or duties with respect to credit disclosures, (ee) wrongful or negligent handling of any collateral or security existing at any time for any item of indebtedness including, without limitation, any wrongful or negligent handling of rents or proceeds of production, (ff) willful and malicious conduct of any kind, (gg) punitive and exemplary damages, (hh) unjust enrichment, (ii) mental suffering, (jj) damage to real and/or personal property, (kk) respondeat superior, (ll) any duty with respect to equal credit opportunity, (mm) any irregularity in any foreclosure sale under deed of trust and/or security agreement, (nn) imputed negligence, (oo) gross negligence, (pp) mental anguish, (qq) premises liability, (rr) products liability, (ss) liability for the payment or non-payment of any property tax, (tt) wrongful or negligent repossession, (uu) lack of commercial reasonableness in connection with any foreclosure sale in connection with any or other transaction, (vv) impairment of security, intentional torts of any kind, (ww)  negligent or wrongful handling of any funds, including without limitation, trust funds, (xx) unconscionable conduct of any kind, (yy) unclean hands, or (zz) any cause of action whatsoever. The claims and causes hereby released by the Releasing Parties shall include, but shall not be limited to, any and all claims and causes of action based on or arising directly or indirectly from the Note or any real or personal property pledged to secure the Note or any document executed in connection with the Note and shall additionally include, but shall not be limited to, any claims and causes arising directly or indirectly from any business relationship or other transaction between any one or more of the Releasing Parties and the Administrative Agent or the Seller. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM, OR ATTRIBUTABLE TO, THE NEGLIGENCE, gross negligence or willful misconduct OF ANY OF THE RELEASED PARTIES.

(b)            Indemnification by PWCM and Buyers . PWCM and each Buyer shall and does hereby agree to defend, indemnify and hold harmless the Seller Parties on a current basis from and against all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including attorneys’ fees and costs, to which the Seller Parties (or any one or more of them) may become subject on account of ( i ) any breach by PWCM or any Buyer of its obligations, representations, warranties or covenants under this Agreement, ( ii ) actions or omissions by any Buyer, its agents, affiliates, or assignees in connection with or related to the Loan Rights, the Loan Documents, the collateral described in the Loan Documents, or otherwise, including causes of action or remedies commenced, prosecuted or otherwise claimed against Borrower, or any other obligor with respect to obligations related to the Loan Rights or the collateral described in the Loan Documents, ( iii ) Seller’s actions in cooperating with any Buyer pursuant to Section 4.01(a) of this Agreement, ( iv ) actions by any Buyer or any of its affiliates or agents related to the Loan or the Real Property, or ( v ) actions undertaken by the Seller Parties in enforcing their rights and remedies hereunder against any Buyer, and in all cases under clauses ( i ) through ( v ) preceding, whether sounding in or under tort (including the negligence, but not the gross negligence or willful misconduct, of any of the Seller Parties), contract, strict liability, statute or other theory. This indemnity is an irrevocable, absolute, continuing indemnity, may not be revoked by any Buyer, may be enforced by any of the Seller Parties, and shall not be discharged by the assignment or sale of all or any part of the Loan Rights.

Article VII

CLOSING and post-closing proceedings

7.01         Conditions to Closing . The effectiveness of this Agreement and Closing shall be subject to the following conditions:

(a)          Resolution by the Board of Directors of Borrower approving the transactions related to this Agreement, in a form reasonable acceptable to Seller and Buyers shall be provided on or prior to Closing Date.

(b)          Payment to Seller of certain of Seller’s outstanding legal fees and expenses owed to Jackson Walker, LLP, incurred in connection with the Loan prior to the negotiation, preparation, and execution of this Agreement in the amount of $32,539.15.

(c)          Confirmatory due diligence with respect to the assets secured by the Credit Agreement, to be completed within five (5) Business Days of execution by PWCM Investment Company IC LLC of this Agreement.

7.02         Proceedings at Closing . The closing (the “ Closing ”) of the transactions contemplated by this Agreement shall occur at the offices of Seller, or at such other place as Seller and Buyers may agree in writing, no later than February 17, 2017 (the “ Closing Date ”). On the Closing Date and upon the payment of the Cash Purchase Price, Seller shall sell, assign and convey the Loan Rights to Buyers in accordance with Exhibit A (Assignment of Loan Documents) and Exhibit B (Allonge) of this Agreement. All payments to Seller shall be by wire transfer pursuant to the following instructions:

BANK:        Texas Capital Bank, NA

      One Riverway, Suite 200

      Houston, Texas 77056
ABA/ROUTING #: 111017979

CREDIT TO: Loan Services

CREDIT ACCOUNT 160020

FURTHER CREDIT TO LN#: 9900030626 / 0000660399

REFERENCE: EnerJex Resources

ATTENTION: Loan Services

PLEASE NOTIFY: W. David McCarver, IV, 832/308-7059 and Steve Moon, 469/399-8596

All actions to be taken and all documents to be executed and delivered by the parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

7.03         Closing Deliveries by Seller . On or before the Closing Date, Seller shall deliver the following:

(a)          The two promissory notes related to the Loan Rights identified as item numbers 17 and 18 of Schedule One of the Assignment of Loan Documents hereto (collectively, the “ Note ”);

(b)          The Assignment of Loan Documents, signed by Seller;

(c)          The Allonges endorsing the Note to Buyers, signed by TCB and IberiaBank, as applicable; and

(d)          The Assignments of Mortgage on those mortgages and deeds of trust securing the Note identified by Seller or Buyers.

7.04         Closing Deliveries by Buyers . On or before the Closing Date, Buyers shall deliver the following:

(a)          The Cash Purchase Price by wire transfer; and

(b)          An Investment Letter, signed by each Buyer.

7.05         Closing Deliveries by Borrowers . On or before the Closing Date, Borrowers shall deliver the following:

(a)           Resolutions or other appropriate confirmation that the governing authority of Parent, EnerJex Kansas, Working Interest, Black Sable, Black Raven and Adena have approved to terms of this Loan Sale Agreement and have authorized its execution by such entity.

7.06         Post-closing Deliveries . Within 30 days following a request from Buyers therefor, the Administrative Agent shall deliver the following:

(a)           Assignments of Mortgage prepared by the Buyers for each additional recorded counterpart of the mortgages or deeds of trust referred to on Schedule One of the Assignment of Loan Documents and identified by Buyers.

Article VIII

GENERAL PROVISIONS

8.01         Amendments . Buyers and Seller may amend, modify, or supplement this Agreement only by an instrument in writing signed by Buyers and Seller.

8.02         Waivers . Either party to this Agreement may, by written notice to the other, (a) extend the time for the performance of any of the obligations or other actions of the other party; (b) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement; (c) waive compliance with any of the covenants of the other party contained in this Agreement; and (d) waive or modify performance of any of the obligations of the other party.

8.03         Expenses . Except as provided for in Section 7.01(b) herein, each party shall pay its own fees and expenses incident to the negotiation, preparation, execution, performance and enforcement of this Agreement, including counsel fees and any commission owed to any broker, agent or other similar entity retained by such party in this transaction. All recording fees, transfer taxes, documentary taxes or other transfer costs necessitated by the sale and the assignment of the Loan and the Loan Documents shall be paid by Buyers.

8.04         Notices . All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed conclusively to have been duly given if personally delivered, sent by overnight courier, or mailed by registered mail, postage prepaid, and return receipt requested or transmitted by facsimile and confirmed by a similar mailed writing:

or to such other Person or address as either party shall furnish the other party in writing.

8.05         Binding Effect . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns but any such assignment shall not relieve Buyers, of their obligations under this Agreement.

8.06         Survival . The representations, covenants, indemnifications and agreements contained in this Agreement shall survive the Closing.

8.07         Governing Law; Jurisdiction; Venue . The provisions of this Agreement and any issues related to it (including the validity, enforceability, interpretation and construction of this Agreement and any issues related to it) and the legal relations between the parties arising therefrom shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Each Buyer and PWCM submits itself to jurisdiction in the State of Texas for any action or cause of action arising out of or in connection with this Agreement or the sale of the Loan Rights to Buyers, agrees that venue for any such action shall be in Dallas County, Texas, and waives any and all rights under the laws of any state to object to jurisdiction in the State of Texas or venue within Dallas County, Texas.

8.08         Additional Buyers . This Agreement may be executed by one or more parties. Notwithstanding the execution and delivery of this Agreement as of the date hereof by one or more Buyers, additional parties may join as a “Buyer” prior to the Closing Date with the consent of the Seller by executing and delivering a counterpart signature page hereto.

8.09         Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or photocopies of signatures may be accepted as originals.

8.10         Headings . The headings of Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement.

8.11          Entire Agreement . This Agreement, including the Exhibits, when taken together with the confidentiality agreement (if any, which shall remain in full force and effect) embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no (and no Buyer is relying on any) restrictions, promises, representations, warranties, covenants or undertakings, whether oral or written, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

8.12          No Third Party Beneficiaries . Nothing in this Agreement is intended to confer any rights or remedies upon any Person, other than the parties.

8.13          Severability . In the event any portion of this Agreement may be determined by any court of competent jurisdiction to be unenforceable, the balance of the Agreement shall be severed therefrom and shall continue in full force and effect unless a failure of consideration would thereby result.

8.14          Intent . Buyers and Seller intend that the transaction is a sale by Seller and a purchase by Buyers and not a pledge of security for a loan, including for purposes of federal income tax. Seller and Buyers shall treat the transaction contemplated hereby as a sale and purchase for accounting purposes.

8.15          Dates. If any date or deadline contained in this Agreement falls on a Saturday, Sunday or legal holiday, then such date or deadline shall be extended to the next Business Day.

8.16          Time . Time is of the essence in Buyers’ obligations under this Agreement.

8.17          Confidentiality . Each Buyer hereby represents and warrants to Seller that such Buyer is in full compliance with its obligations under the terms of any confidentiality agreement that such Buyer executed and delivered to Seller or the Borrower.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

Signature Page to Loan Sale Agreement
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EXHIBIT A

ASSIGNMENT OF loan documents

This Assignment of Loan Documents (“ Assignment ”) is made as of February __, 2017 by TEXAS CAPITAL BANK, N.A. (“ TCB ”) and IBERIABANK (“ IberiaBank ”) (collectively, “ Assignor ”), whose addresses for purposes hereof are One Riverway, Suite 200, Houston, Texas 77056 for TCB and 11 E. Greenway Plaza, Suite 2900, Houston, Texas 77046 for IberiaBank in favor of certain financial institutions listed on the signature pages hereto (each, individually, an “ Assignee, ” and collectively, the “ Assignees ”), whose addresses, for purposes hereof, are listed on the signature pages hereto.

Recitals

A.           EnerJex Resources, Inc., a Nevada corporation (“ Parent ”), EnerJex Kansas, Inc. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“ EnerJex Kansas ”), DD Energy, Inc., a Nevada corporation (“ DD Energy ”), Working Interest, LLC, a Texas limited liability company (“ Working Interest ”), and Black Sable Energy, LLC, a Texas limited liability company (“ Black Sable ”) , Black Raven Energy, Inc., a Nevada corporation (“Black Raven) and Adena, LLC, a Colorado limited liability company (“Adena”) (collectively, except for DD Energy, the “ Borrower ”) entered into an Amended and Restated Credit Agreement with Assignor dated October 3, 2011, (as amended from time to time, the “ Credit Agreement ”), pursuant to which Borrower and DD Energy issued two promissory notes identified in Schedule One hereto (collectively, the “ Note ”).

B.           Certain other documents described on Schedule One hereto were executed in connection with the Credit Agreement (together with the Credit Agreement and the Note, the “ Loan Documents ”).

C.           Assignor and Assignees have entered into a Loan Sale Agreement dated February __, 2017 (the “ Loan Sale Agreement ”) in which Assignor has agreed to sell and Assignees have agreed to purchase the Loan Rights (as defined in the Loan Sale Agreement).

D.           DD Energy was released from its obligations under the Credit Agreement and other Loan Documents by the Eighth Amendment to Amended and Restated Credit Agreement dated August 13, 2014.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Assignor has TRANSFERRED, GRANTED, ASSIGNED, SOLD, SET OVER, BARGAINED, CONVEYED and DELIVERED, and does hereby TRANSFER, GRANT, ASSIGN, SELL, SET OVER, BARGAIN, CONVEY and DELIVER, unto Assignees and their legal representatives, successors and assigns the following:

1.          All of Assignor’s rights, titles and interests in, to and under those certain promissory notes dated November 19, 2013, the promissory note held by TCB being in the stated original principal amounts of $65,789,473.68, and the promissory note held by IberiaBank being in the stated original amount of $34,210,526.32, with both promissory notes executed by the Borrower and DD Energy, payable to the order of TCB and IberiaBank, respectively, together with interest thereon as therein provided in such promissory notes and secured, in part, by the instruments and documents described in paragraph 2 below, which promissory notes were issued pursuant to the Credit Agreement;

2.          All of Assignor’s rights, titles and interests in, to or under the other Loan Documents, which documents shall be delivered to Assignees within 30 days following the date hereof; but

3.          Excluding from the foregoing, the Reserved Obligations (hereinafter defined).

TO HAVE AND TO HOLD the Note, together with all rights, titles, interests, liens, privileges, claims, priorities, demands and equities existing and to exist under the Loan Documents, unto Assignees, their successors and assigns forever.

A.           This Assignment of Loan Documents (“ Assignment ”) is made without covenants, representations or warranties by, or recourse to, Assignor, of any nature whatsoever, express or implied, including covenants, representations or warranties implied by statute or common law through the use of the words “Transfer,” “Grant,” “Assign,” “Sold,” “Set Over,” “Bargain” or “Convey”, or other similar words, all such covenants, representations and warranties being disclaimed by Assignor and waived by Assignees, except as set forth in the Loan Sale Agreement.

B.           Assignor, to further evidence said transfer, did endorse the Note, “Pay to the order _____________________, without recourse and without any warranties or representations, express or implied, whatsoever by _____________________ other than as expressly set forth in that certain Loan Sale Agreement dated ____________, 2017,” and did deliver the Note described in paragraph 1 above to Assignee, expressly upon the same non-recourse, non-covenant, non-representation and non-warranty basis.

C.           Assignor expressly releases to Assignee any and all rights that Assignor may have to establish or enforce any lien or security interest arising under the Loan Documents.

D.           This Assignment is executed by Assignor on the following basis: (i) that the Assignees have had a reasonable opportunity to review, and have made, to their satisfaction and acceptance, its own review as to, the validity, enforceability, descriptions, adequacy, scope and priority of each of the Loan Documents and the liens and security interests being assigned hereunder, and that Assignor has made no covenant, representation or warranty (in either case, express or implied) whatsoever with regard to the validity, enforceability, descriptions, adequacy, scope and priority of any such Loan Documents or such liens and security interests; (ii) that the Assignees have seen all data and information deemed necessary or appropriate by Assignees, and Assignees have made their own independent credit decision of the Borrower’s ability to perform its obligations under the respective Loan Documents, and it has not relied in any regard upon the Assignor with respect to any such matters; and (iii) Assignees assume all obligations of Assignor under the Loan Documents.

E.           The term “ Reserved Obligations ” means all obligations and agreements of Borrower to and with Assignor or to any successor, assignee, officer, director, employee, representative, agent or affiliate of Assignor (each herein called “ Indemnified Party ”): to indemnify or hold harmless any Indemnified Party or reimburse any Indemnified Party for any costs or expenses incurred under or in connection with the Loan Documents or the transactions related thereto.

This Assignment is being executed in multiple counterpart originals, all of which when construed together, or when construed alone, shall constitute but one original, but, in making proof of this Assignment, it shall not be necessary to produce or account for more than one counterpart original.

THIS ASSIGNMENT HAS BEEN NEGOTIATED, IS BEING EXECUTED AND DELIVERED, AND WILL BE PERFORMED, IN WHOLE OR IN PART, IN THE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS ASSIGNMENT AND THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT THE LAWS OF ANY JURISDICTION WHERE PROPERTY IS LOCATED REQUIRE APPLICATION OF SUCH LAWS WITH RESPECT TO SUCH PROPERTY.

IN WITNESS WHEREOF, the undersigned agree to this Assignment, effective as of February __, 2017.

[ADD BLOCKS FOR EACH BUYER/ASSIGNEE]

SCHEDULE ONE

loan documents

EXHIBIT B

FORM OF ALLONGE TO PROMISSORY NOTE

Reference is made to the promissory note dated October 3, 2011 payable to the order of __________________________. This Allonge is attached to and made a permanent part of such note.

Pay to the order of the Buyers listed in the Loan Sale Agreement, their successors and assigns, without recourse, representations or warranties of any kind except as set forth in the Loan Sale Agreement dated February, 2017.

EXHIBIT C

FORM OF INVESTMENT LETTER

February __, 2017

Texas Capital Bank, N.A.

One Riverway, Suite 200

Houston, Texas 77056

Attn: W. David McCarver, IV

IberiaBank

11 E. Greenway Plaza, Suite 2900

Houston, Texas 77046

Attn: ______________________

RE: EnerJex Resources, Inc., a Nevada corporation (“ Parent ”), EnerJex Kansas, Inc. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“ EnerJex Kansas ”), Working Interest, LLC, a Texas limited liability company (“ Working Interest ”), and Black Sable Energy, LLC, a Texas limited liability company (“ Black Sable ”), Black Raven Energy, Inc., a Nevada corporation (“ Black Raven ”) and Adena, LLC, a Colorado limited liability company (“ Adena ”) (collectively, the “ Borrower ”).

The purpose of this Investment Letter is to set forth certain understandings and agreements relating to the acquisition by the undersigned of two promissory notes (collectively, the “ Note ”) of the Borrower pursuant to that certain Loan Sale Agreement dated as of February __, 2017 (the “ LSA ”) between, among other parties, the undersigned and Texas Capital Bank, N.A. and IberiaBank (collectively, the “ Lender ”) and that certain Assignment of Loan Documents, both of even date herewith, (collectively, the “ Assignment ”) from the Lender to the undersigned. As a condition to the Lender’s willingness to deliver the Assignment and consummate the transactions contemplated thereby, the undersigned has executed and delivered this Investment Letter (“ Letter ”) to the Lender with the expectation that the Lender will rely thereon.

The undersigned hereby represents to, and covenants with, the Lender as follows:

1.           Accredited Investor . The undersigned is an “accredited investor” as that term is defined under Rule 501(a)(3) promulgated under the Securities Act of 1933, as amended.

2.           Investment Intent . The undersigned is acquiring the Note and the Lender’s rights, title and interests in, to or under the Loan Documents (as defined in the Assignment), to the extent provided for in the Assignment, for its own account and not with a view to the syndication, resale or other distribution thereof, other than in connection with a bona fide pledge to a secured lender to the undersigned or its affiliates.

3.           Business of the Acquiror . The undersigned is in the business of making venture capital investments in companies like the Borrower and, by virtue of its expertise and that of its affiliates, believes itself well informed regarding the business of exploring for and producing oil and natural gas.

4.           Status of the Note . The undersigned confirms to the Lender that it is aware that the Note has been in default from time to time and has matured.

5.           Lending Agreements . The undersigned has carefully examined each of the Loan Documents (as defined in the Assignment), and has the requisite understanding of the rights, duties and obligations of the Borrower and the Lender thereunder, and the effect of the transactions contemplated in the Assignment thereof.

6.           Information Regarding Borrower . The undersigned has obtained all of the information necessary to the making of an informed decision to acquire the Note and the rights under the Loan Documents being acquired and has not relied upon the Lender or any of its employees, officers, agents or attorneys for any information material thereto, other than as specifically set forth in the Assignment. The undersigned has reviewed or had an opportunity to review public records relating to the Borrower and the Loan Documents and has had an opportunity to conduct such additional due diligence as it has deemed necessary to the making of an informed decision to acquire the Note and the rights under the Loan Documents.

7.          The representations and warranties set forth in Section 3.02 of the LSA are true and correct as to the undersigned as of the date hereof.

8.           Ordinary Course of Business . The undersigned is consummating the transactions contemplated in the Assignment in the ordinary course of its business and that of its affiliates and none of such transactions can reasonably be expected to be material to the financial condition or results of operations of the undersigned and its consolidated affiliates taken as a whole.

[CHANGE SIGNATURE BLOCK AS APPROPRIATE FOR EACH BUYER’S LETTER]

EXHIBIT D

ASSIGNMENT OF MORTGAGE

The undersigned hereby assigns to _________________ the mortgage instrument(s) identified on Attachment One hereto [, which cover the leases and properties described on Exhibit A hereto] .

MORTGAGEE ACKNOWLEDGMENTS

This instrument was acknowledged before me on February __, 2017, by W. David McCarver, IV, Executive Vice President of Texas Capital Bank, N.A., a national banking association, on behalf of the banking association.

Before me, ________________________, a Notary Public, on this day personally appeared W. David McCarver, IV, Executive Vice President of Texas Capital Bank, N.A., a national banking association,

to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office this _____ day of ___________, 2017.

(Personalized Seal)      

ADDENDUM ONE

Synthetic Equity

Seller shall retain a right to a portion of any “Proceeds” , as defined in this Addendum One , attributable to the interests resulting from the Cash Purchase Price paid under this Loan Sale Agreement (the “ Synthetic Equity Interest ” ), occurring within the five year period beginning from the date of the closing of this Loan Sale (the “ Term ” ). For further clarity, interests resulting from the Cash Purchase Price paid under this Loan Sale Agreement shall include any interests resulting from a reorganization or restructuring of the Borrower received in exchange for the Loan Rights, but does not include Proceeds attributable to any subsequent capital investments made by the Buyers or others. Subsequent capital investments made by Buyers shall be on terms no less favorable than those offered by third parties. Such right shall represent 10% of such Proceeds after Buyers have received Proceeds equal to 150% of the Cash Purchase Price (the “ Net Proceeds ” ).

“ Proceeds ” shall be defined as any payments, whether in the form of cash, securities or other property, promised to, and/or received by Buyers attributable or related, directly or indirectly, to the sale or disposition of (a) the Loan Rights, and/or the (b) assets now held by Borrower.

If the sale or disposition is made on the basis of a deferred or contingent payment, the deferred or contingent amount shall be treated as received in the month that the underlying transaction closes for purposes of determining if the Proceeds were received within the Term, and paid within 30 days of receipt by Buyers.

In each case, any direct costs incurred as a result of a transaction giving rise to Proceeds and paid to a third party shall be subtracted from the Proceeds received in determining Net Proceeds, provided that in no event shall Net Proceeds from any such transaction be less than zero dollars.

Seller’s Synthetic Equity Interest, as defined in this Addendum One, represents only a right to the Net Proceeds, if any, and shall not confer any other ownership right in the Loan Rights or any assets now held by Borrower and does not confer any right to direct or otherwise participate in the management of the Loan Rights or the assets now held by Borrower.

Exhibit 10.3

Consulting Agreement

This Consulting Agreement (the " Agreement ") is made and entered into, dated as of February 10, 2017 (the “ Agreement Date ”), and effective on the date specified in Section 10.2 , below (the " Effective Date "), by and between EnerJex Resources, Inc., a Nevada corporation (the " Company "), and Douglas Wright, an individual (" Consultant "), with reference to the following facts:

Recitals :

A.       The Company is an oil and gas producer and shares of its common stock are listed for trading on the NYSE MKT.

B.       Consultant has served as the Chief Financial Officer of the Company and as of the Effective Date of this Agreement, is resigning from employment [and as Chief Financial Officer] in order to begin to pursue other commercial opportunities.

C.       The Company and Consultant have agreed to execute this Agreement in order to memorialize the terms and conditions on which Consultant shall resign as an employee and provide financial and accounting services to the Company as an independent contractor.

Agreements :

Now, Therefore , the parties hereto, intending to be legally bound, do hereby agree as follows:

1.        Performance of Services

1.1        Engagement . The Company hereby engages Consultant on the terms and conditions set forth in this Agreement to perform in connection with the Company's Business the services described in Appendix 1 hereto (collectively, the " Services ").

(a)        Limited Officer Responsibility . Solely for purposes of enabling Consultant to execute the officer certification for the Company’s annual report on Form 10-K for the year ended December 31, 2016, Consultant shall continue to serve as Chief Financial Officer of the Company through the date on which the Company files such Form 10-K. In his capacity as Chief Financial Officer, Consultant’s sole responsibility and duty shall be to supervise the preparation and filing, and sign the “Chief Financial Officer certification thereon. For the avoidance of doubt, all other duties and responsibilities customarily delegated to the chief financial officer under Nevada law and the resolutions and practices of the Company with respect to periods commencing on and after the Effective Date of this Agreement shall be delegated to and discharged by the Company’s chief executive officer or other designee of the Board of Directors.

(b)        Business Time . The parties agree that in accordance with Appendix 1 hereto, Consultant shall devote to the performance of Services pursuant to this Agreement (i) substantially all of his business time through March 31, 2017, and (ii) thereafter as much of his business time as needed for the performance of his duties for the Company under this Agreement.

(c)        Location . Consultant shall perform the Services primarily from the Company's principal executive offices in San Antonio, Texas, and, with the permission of the Company from time to time, from Consultant's own offices.

(d)        Reporting . Consultant shall report to the Company's chief executive officer and to members of the Board of Directors or their designees.

1.2        Acceptance . Consultant hereby accepts the engagement by the Company pursuant to Section 1.1 , above, and agrees to perform the Services in a competent, efficient, trustworthy, and businesslike manner.

2.        Compensation . The Company shall compensate Consultant for Consultant's Services pursuant to this Agreement as follows:

2.1        Consulting Fees . The Company shall pay to Consultant consulting fees at the rate per month specified in Appendix 1 hereto, payable in bi-monthly ( i.e ., twice monthly) installments in advance on the first (1 ^st ) day and on the sixteenth (16 ^th ) day of each calendar month during the term hereof. If any portion of the term of this Agreement commences or ends on a day other than the first or last day of any calendar month, then the consulting fees payable from the first or last day of the term hereof until the next succeeding 1 ^st or 16 ^th day of the calendar month (whichever occurs first) shall be pro rated based upon the number of days in such short period.

2.2        Reimbursement of Expenses . The Company shall reimburse Consultant for authorized expenses paid or incurred by Consultant directly in connection with performing the Services, including a reimbursement of up to $3,000 for expenses including, without limitation, legal expenses incurred by Consultant in connection with negotiating and entering into this Agreement, provided that such expenses are reasonable in amount and are supported by itemized accountings and expense receipts submitted to the Company prior to any reimbursement therefor.

2.3        Amounts Owed for Prior Service . The Company shall also immediately reimburse Consultant for the amount of $21,000.00, which Consultant paid for health care coverage under the Company’s policies of coverage, which amounts per the terms of Consultant’s employment agreement were to have been paid by the Company. The Company shall also immediately pay Consultant for any previously accrued and unused vacation time accumulated during Consultant’s prior employment with the Company in the agreed amount of $15,000.00 consistent with the Company’s employment practices and Consultant’s prior employment agreement with the Company.

3.        Confidential Information

3.1       No Improper Use of Third-Party Confidential Information . Consultant acknowledges that the Company does not desire to obtain improperly any proprietary or confidential information owned by any company or other person with whom Consultant now has or heretofore has had a consulting engagement or employment relationship, and therefore agrees that (a) Consultant shall not bring to the Company or share with any employee or other representative of the Company any written, electronic, or other materials containing any confidential information belonging to any such current or former employer or other person, and (b) Consultant shall not provide any such information in any other form to the Company (or any representative of the Company) in violation of any agreements or any other obligations that Consultant may owe to any other persons.

3.2       Nondisclosure and Trade Secret Policy . Consultant agrees, as a condition of Consultant's engagement hereunder, to abide by the terms of the Company's Proprietary Information and Inventions Policy.

4.        Nondisclosure and Non-Circumvention Agreement; Non-Competition; Non-Solicitation .

4.1        Nondisclosure and Non-Circumvention Agreement . Consultant acknowledges that he and the Company previously executed (i) an Employment Agreement and (ii) a Nondisclosure and Non-Circumvention Agreement but agrees that this Agreement shall supersede and replace all prior and contemporaneous agreements and understandings to the extent the same relate to the matters addressed in this Section 4 , including the previously executed Employment Agreement and Nondisclosure and Non-Circumvention Agreement.

4.2        Non-Competition . Subject to Section 4.4 , below, Consultant acknowledges that the nature of the Company's business is such that if Consultant were to become employed by, or substantially involved in, the business of a competitor of the Company during the period of one (1) year following the Agreement Date, then it would be difficult for Consultant not to rely on or use the Company's trade secrets and confidential information in connection with that employment.

(a)        Thus, to avoid the inevitable disclosure of the Company's trade secrets and confidential information, Consultant acknowledges and agrees that his right to receive the Separation and Consulting Consideration shall be conditioned upon Consultant not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), or having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that directly competes with Company or is a customer of the Company and has operations located within a radius of five (5) miles from any property that is leased, owned, or operated by the Company as of the Agreement Date. If Consultant engages, invests, or otherwise participates in any competitive activity described in this Section 4.2 , then the Company shall (i) not have any obligation to provide any further Separation and Consulting Consideration that has not been provided as of the date on which the Company discovers such activity, and (ii) be entitled to recover or rescind the delivery of any portion of the Separation and Consulting Consideration previously provided by the Company. This remedy shall be in addition to all other remedies the Company may have for any such breach.

(b)        Notwithstanding the foregoing, Consultant shall not be deemed to be in violation of the foregoing restriction solely by reason of Consultant's owning not more than one percent (1.0%) of the equity securities of any corporation or other business enterprise, the equity securities of which are listed for trading on a national securities exchange.

4.3        Non-Solicitation . Subject to Section 4.4 , below, until the date that is one (1) year after the Agreement Date, Consultant agrees and acknowledges that Consultant's right to receive the Separation and Consulting Consideration shall be conditioned upon Consultant not either directly or indirectly soliciting, attempting to hire, recruiting, encouraging, taking away, hiring any employee of the Company or inducing or otherwise causing an employee to leave his or her employment with the Company (regardless of whether to commence employment with Consultant or with any other entity or person). If Consultant engages in any such activity, then the Company shall (a) not have any obligation to provide any further Separation and Consulting Consideration that has not been provided as of the date on which the Company discovers such activity, and (b) be entitled to recover or rescind the delivery of any portion of the Separation and Consulting Consideration previously provided by the Company. This remedy shall be in addition to all other remedies the Company may have for any such breach.

4.4        Exception .

(a)        Notwithstanding anything in this Section 4 to the contrary, (i) Consultant shall be permitted to work and (ii) shall not be deemed to be in violation of his covenants under the foregoing provisions of Section 4 by reason of working as an employee of or consultant to (including in the circumstances where some portion of the compensation for such employment or consulting activity is paid in any working interest, performance incentive bonus or other form of equity compensation) any entity that acquires any portion of the Company's current assets located in Colorado and Texas (an “ Excluded Entity ”) following such Excluded Entity or Excluded Entities’ purchase of such assets.

(b)        Notwithstanding anything in this Section 4 to the contrary, an Excluded Entity shall not be deemed in violation of this Section 4 if the Excluded Entity or Consultant, as a representative of Excluded Entity, directly or indirectly solicits, recruits or ultimately employs any employee of the Company.

5.        Indemnification. The Consultant will be entitled to the continued right to indemnification, (i) in accordance with the terms of the Indemnification Agreement between the Company and the Consultant dated May 10, 2013 (the “ Indemnification Agreement ”), (ii) any and all rights to indemnification under the Articles of Incorporation and Bylaws of the Company and (iii) governing statutory and common law. The Company agrees and acknowledges that the foregoing rights are vested contract rights of the Consultant and may not be changed in a manner adverse to the Consultant. After the Effective Date, the Consultant’s right to indemnification and advancement of fees from the Company will continue in accordance with the Indemnification Agreement with respect to all current matters and will be applicable with respect to any and all continuing and/or future investigations or matters that may arise on or after the Effective Date that concern the Consultant’s activities while an employee, consultant or director of the Company. From and after the Effective Date of this Agreement, the Company will (a) maintain in force at all times directors’ and officers’ liability insurance for the Employee in an amount and scope at least as favorable as the coverage presently applicable to directors and officers of the Company, and (b) prior to the expiration of the term of any such policy, will procure, pay for, and have in full force and effect either (i) an extended term for such policy, or (ii) a successor or replacement policy of directors’ and officers’ liability insurance, or (iii) a six (6) year tail coverage policy in respect of the Company’s current directors’ and officers’ liability insurance policy.

6.        Release of Claims

6.1        Representations and Covenants

(a)        No Injuries . Consultant hereby represents and warrants to the Company that, as of the Effective Date, Consultant is not suffering from any physical or mental injury incurred through work performed in the course and scope of his employment with the Company.

(b)        Ownership of Claims . Consultant hereby represents and warrants to the Company that Consultant is the sole owner of, and has not assigned to any other person any rights with respect to, any of the claims that Consultant is waiving under Section 6.2(a) , below.

(c)        No Suits, Etc . Consultant hereby (i) represents and warrants to the Company that Consultant has not filed any complaints, charges or lawsuits against the Company or any of its affiliates or any of their respective officers, directors, shareholders, or other agents, or with any governmental agency or in any court based upon Consultant's employment with the Company, or the termination of such employment, or the prior ownership of the stock of the Company; and (ii) covenants and agrees that he will not file any such complaints, charges, or lawsuits at any time hereafter.

6.2        Release and Waiver . Except for "Excluded Claims" (as defined below):

(a)        Release by Consultant . Consultant hereby releases and discharges the Company and its affiliates, and their respective shareholders, officers, directors, Consultants, insurance carriers, other agents, vendors, consultants, successors and assigns (all such parties collectively are hereinafter referred to as the " Company Released Parties "), of and from any and all claims, costs, damages, expenses, liabilities, obligations and causes of action, whether known or unknown, of every type and kind whatsoever, which Consultant has or may hereafter learn of against any or all of the Company Released Parties, arising from or relating in any way to his employment with the Company or the termination of such employment, including but not limited to claims based upon or relating to: (a) any express or implied employment contract (including but not limited to all Consultant compensation and benefit plans); (b) wrongful discharge; (c) claims of discrimination under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and the Texas Labor Code, including Chapter 21 of the Texas Labor Code, which prohibit discrimination based on race, color, age, ancestry, national origin, sex, religion, mental or physical disabilities, or marital status; (d) any other federal, state or local laws or regulations prohibiting employment discrimination; or (e) claims for additional wages, compensation, retirement benefits or other entitlements or benefits.

(b)        Release by the Company . The Company hereby releases and discharges Consultant of and from any and all claims, costs, damages, expenses, liabilities, obligations and causes of action, whether known or unknown, of every type and kind whatsoever, which the Company has or may hereafter learn of against Consultant, arising from or relating in any way to Consultant's prior employment with the Company or the termination of such employment.

6.3        Excluded Claims . For purposes of this Agreement, the term " Excluded Claims " means any claim arising from (a) a breach by a party of any of his or its obligations, representations, covenants, or other agreements under this Agreement, (b) claims under any written stock option agreement between Consultant and the Company, (c) claims for benefits under any qualified retirement plan sponsored by the Company and in which Consultant participates, (d) any right that Consultant may have to elect "COBRA" continuation coverage under any group health plan sponsored by the Company, (e) any right that Consultant may have to demand indemnification under the Articles of Incorporation or Bylaws of the Company or any written Indemnification Agreement between the Company and Consultant, or applicable law, or (f) fraud.

7.        Term

7.1        Term . Subject to termination pursuant to Section 7.2 , below, (a) the initial term of this Agreement shall be for a period of ninety (90) days commencing on the Effective Date (the “ Initial Term ”), and (b) thereafter, the term of this Agreement shall be on a month-to-month basis.

7.2        Termination of Agreement

(a)        Termination by Consultant . From and after the expiration of the Initial Term, Consultant may elect to terminate this Agreement at any time by delivering to the Company written notice of termination at least thirty (30) days prior to the proposed effective date of such termination. It is further agreed that Consultant may terminate this Agreement immediately if (a) the Company fails to timely make the payments required by Section 2 hereof, or (b) the Company terminates its consulting arrangement with Robert Watson effective any time prior to the filing of the Form 10-K for the year ended December 31, 2016.

(b)        Termination by Company . The Company shall be entitled to terminate this Agreement either (i) for Cause, effective upon delivery of written notice of termination, or (ii) from and after the expiration of the without Cause, upon delivery of at least thirty (30) days' advance written notice, or (iii) if Consultant is an individual, by reason of Consultant’s Disability.

(c)        Death of Consultant . If Consultant is an individual, then this Agreement shall terminate automatically upon Consultant's death.

(d)        Definitions . For purposes of this Agreement, the term:

(i)        "Cause" shall mean (i) Consultant’s failing to perform the duties and obligations imposed upon Consultant hereunder and failing to cure such breach within seven (7) days following delivery to Consultant of written notice specifying the failures to perform; (ii) Consultant’s engaging in either grossly negligent conduct or willful misconduct in connection with the performance of the Services; (iii) the conviction of Consultant for any crime which constitutes a felony (other than a vehicular violation not involving theft or fraud) in the jurisdiction in which committed and which involves an act of theft or fraud, or the entry by Consultant of a plea of guilty or nolo contendre to such a felony in any such jurisdiction; (iv) any violation by Consultant of any fiduciary duty to the Company which has the effect of unlawfully converting for Consultant’s own benefit any material property or prospect of the Company; or (v) repeated consumption of alcohol or drugs in a manner that materially impairs Consultant’s abilities to perform Consultant's duties under this Agreement.

(ii)        "Disability" shall mean a medical or physical condition which, in the opinion of a licensed medical doctor reasonably acceptable to the Company and the Consultant or the Consultant’s representative, renders Consultant incapable for a period of at least two (2) consecutive months of performing the Services under this Agreement.

7.3        Effect of Termination . Upon the expiration or termination of this Agreement in accordance with its terms, (a) the Company shall continue to be obligated to pay Consultant for all consulting fees accrued under Section 2.1 , above, with respect to the period ending on the Effective Date of termination, (b) the Company shall be obligated to reimburse Consultant for all expenses paid or incurred prior to termination and for which Consultant is entitled to be reimbursed pursuant to Section 2.2 , above, (c) Consultant shall continue to be bound by the terms and conditions of the Nondisclosure and Assignment of Inventions Agreement Policy described in Section 3.2 , above, and (d) Consultant shall deliver to the Company all notes (whether in tangible or electronic form), memoranda, and other written or otherwise recorded materials which Consultant may possess that relate to the Company's Business or embody any partially completed or fully completed work product pertaining to Consultant's performance of Services for the Company.

8.        Independent Contractor

8.1        Status . Consultant acknowledges that in performing Services pursuant to this Agreement, Consultant (a) shall be an independent contractor and not an employee of the Company, (b) shall not be entitled to participate in any fringe benefit programs established by the Company for the benefit of its employees, and (c) shall be solely responsible for paying prior to delinquency, and shall indemnify, defend, and hold the Company free and harmless from and against, all income taxes, self-employment taxes, and other taxes (including any interest and penalties with respect thereto) imposed on the fees and expense reimbursements paid by the Company to Consultant pursuant to this Agreement.

8.2        Limitation on Authority . Consultant (a) shall not be an agent of the Company and shall have no authority to bind the Company or incur any liabilities in the name of the Company, except with the prior written consent of the Company (which consent may be withheld in the absolute discretion of the Company), and (b) shall indemnify, defend, and hold the Company free and harmless from and against all claims, costs, damages, and expenses arising from or related to a breach by Consultant of the limitation set forth in the preceding clause "(a)."

9.        Miscellaneous

9.1        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, (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 day on which deposited with a regulated public carrier ( e.g ., Federal Express), freight prepaid, addressed to the party for whom intended at the address or facsimile number set forth on the signature page of this Agreement, or such other address, notice of which has been delivered in a manner permitted by this Section 9.1 .

9.2        Further Assurances . Each party agrees, upon the request of the other party, to make, execute, and deliver such additional documents, and to take such additional actions, as may be reasonably necessary to effectuate the purposes of this Agreement.

9.3        Severability . If any provision of this Agreement is for any reason found to be ineffective, unenforceable, or illegal by any court having jurisdiction, such condition shall not affect the validity or enforceability of any of the remaining portions hereof, unless it deprives any party hereto of any material right or license held by such party under this Agreement. The parties shall negotiate in good faith to replace any such ineffective, unenforceable or illegal provisions as soon as is practicable, and the substituted provision shall, as closely as possible, have the same economic effect as the eliminated provision.

9.4        Entire Agreement; Amendments . This Agreement (a) contains the entire agreement and understanding between the parties and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, concerning Consultant's engagement with the Company, and (b) shall not be modified or amended, except by a written instrument executed after the Effective Date hereof by the party sought to be charged with such amendment or modification.

9.5        Governing Law; Jurisdiction; Venue . This Agreement shall be governed by and construed in accordance with applicable provisions of the laws of the State of Texas (without regard to application of its conflict-of-law principles), and each party hereby consents to the jurisdiction of the courts of the State of Texas for purposes of all actions commenced to construe or enforce this Agreement.

9.6        Waiver . No waiver of any term, provision or condition of this Agreement, the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term, provision or condition of this Agreement. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

9.7        Construction . This Agreement is the result of negotiations between the parties and neither of the parties entering into this Agreement has acted under any duress or compulsion, whether legal, economic or otherwise. The parties hereby waive the application of any rule of law that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared this Agreement or any earlier draft of the same. In this Agreement, the word " Person " includes any individual, company, trust or other legal entity of any kind, and the word " include(s) " means "include(s), without limitation," and the word " including " means "including, but not limited to." Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular and the singular the plural. Unless otherwise expressly indicated herein, the words " hereof, " " hereunder, " and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. All references to " Section " herein shall refer to the sections and paragraphs of this Agreement unless specifically stated otherwise. The section and other headings, if any, contained in this Agreement are inserted for convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.

9.8        Counterparts; Electronic Signatures . This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. A copy of this Agreement that is executed by a party and transmitted by that party to the other party by facsimile or as an attachment ( e.g ., in ".tif" or ".pdf" format) to an email shall be binding upon the signatory to the same extent as a copy hereof containing that party's original signature.

10.        EFFECTIVE DATE

10.1        Review and Revocation . Consultant acknowledges and agrees that:

(a)        Review . This Agreement was first presented to him by the Company on January 20, 2017, and Consultant has been provided a period of twenty-one (21) days to review and consider this Agreement before signing it. Consultant understands that he may use as much of such 21-day period as he wishes prior to signing, and to the extent Consultant has elected to execute this Agreement prior to the expiration of such 21-day period, Consultant has done so at his own initiative.

(b)        Revocation . Consultant may revoke this Agreement within seven (7) days after signing it by delivering a written notice of revocation to the Company within seven (7) days after Consultant signs this Agreement. If Consultant so revokes this Agreement within that period of time, then no party shall have any further rights or obligations under this Agreement (and, thereby, the Company shall not have any obligation to provide the Separation and Consulting Consideration).

10.2        Effective Date . The " Effective Date " of this Agreement shall be the first day as of which Consultant's seven-day revocation period described in Section 10.1(b) , above, expires without Consultant having delivered to the Company a written notice of revocation of this Agreement.

[ Signatures appear on the following page .]

In Witness Whereof , the parties hereto have executed this Agreement, effective as of the date set forth above.

Appendix 1

To

Consulting Agreement

Description of Terms of Consulting Engagement

1.       Services ( Section 1.1). Consultant shall deliver the following Services to the Company pursuant to this Agreement: Subject to the authority of the Company's Chief Executive Officer, (i) assisting the Company’s officers in the development and implementation of efficient accounting policies and procedures, (ii) assisting the Company's officers in overseeing and managing the daily accounting and financial functions of the Company in a manner that allows the Company to efficiently execute its business plan, (iii) assisting the Company's officers in supervising the Company's relationship with and the work performed by the Company's external auditors; (iv) identifying and recommending the hiring, subject to approval by the Company’s Chief Executive Officer, of appropriate personnel to assist Consultant and the Company's other officers in discharging their responsibilities, (v) assisting the Company's officers in (A) preparing Securities and Exchange Commission (SEC) filings related to financial reporting, including quarterly reports, annual reports and proxies, and (B) ensuring that the Company is in compliance with SEC regulations related to financial disclosure and Company reporting, provided, however, that Consultant’s involvement in any such filings shall be limited as described in Section 1.1(a) , and (vi) providing transition support in order to enable the Company to change operating responsibility and signatories for the Company’s bank accounts and payroll services and other vendor relationships.

2.       Rate Per Period for Consulting Fees (Section 2.1): $18,000.00 per month, payable in bi-monthly ( i.e ., twice monthly) installments of $9,000 each on the 1 ^st day and the 16 ^th day of each calendar month.

3.       Description of Time Commitment ( described parties' agreement regarding the approximate time commitment that Consultant is making to the delivery of Services hereunder (e.g., approximate hours per month)) : full-time through March 31, 2017, and thereafter on a substantially full-time basis, provided that Consultant may accept and perform services for other Persons so long as those services do not materially interfere with Consultant's ability to perform his services hereunder.

Appendix 1

Exhibit 10.4

Employment Agreement

This Employment Agreement (the " Agreement ") is made and entered into, effective as of February 10, 2017 (the " Effective Date "), by and between EnerJex Resources, Inc. , a Nevada corporation (the " Company "), and Louis G. Schott (" Employee "), with reference to the following facts:

Recitals :

The parties have agreed to execute this Agreement in order to memorialize the terms and conditions on which the Company shall employ Employee from and after the Effective Date.

Agreements :

Now, Therefore , the parties hereto, intending to be legally bound, do hereby agree as follows:

1.1            Position and Title . The Company hereby hires Employee to serve as the Interim Chief Executive Officer of the Company. The Company's Board of Directors (the " Board ") may assign Employee such other titles as it determines from time to time.

(a)           Limits on Authority . Employee shall perform his duties as Interim Chief Executive Officer of the Company pursuant to this Agreement and in compliance with applicable law, consistent with such direction as the Board provides to Employee from time to time, and in accordance with the Company's policies and procedures as published from time to time.

(b)           Annual Reviews . Following each annual anniversary of the Effective Date, the Board may review Employee's performance of his duties pursuant to this Agreement and advise Employee of the results of that review.

(c)           Reporting and Authority . Employee shall report to the Board. Subject to the power and authority of the Board to govern the affairs of the Company, Employee shall have full authority and responsibility for supervising and managing the daily affairs of the Company, including (i) working with the Board to develop and approve business objectives, policies and plans that improve profit and growth objectives, (ii) communicating business objectives and plans within the Company, (iii) ensuring that plans and policies are promulgated to and implemented by subordinate managers, (iv) directing operations to achieve planned performance goals and developing management systems to effectively control each Company unit, (v) ensuring that each operating unit provides those functions required for achieving its business objectives and that each unit is properly organized, staffed and directed to fulfill its responsibilities, (vi) developing the organization and personnel, products, facilities, technology, and appropriate financial resources to secure the position of the Company and to facilitate its planned development, (vii) directing periodic reviews of the Company's strategic market position and combining this information with corollary analysis of the Company's products and financial resources, (viii) providing periodic financial information concerning the operations of the business, human resources and sales growth plans to the Board, and (ix) ensuring that the operation of the Company complies with applicable laws.

1.2            Acceptance . Employee hereby accepts employment by the Company in the capacity set forth in Section 1.1 , above, and agrees to perform the duties of such position from and after the Effective Date in a diligent, efficient, trustworthy, and businesslike manner. Employee agrees that, to the best of the Employee's ability and experience, Employee at all times shall loyally and conscientiously discharge all of the duties and responsibilities imposed upon Employee pursuant to this Agreement.

1.3            Business Time . Employee shall devote his business time to the performance of his duties under this Agreement. Except as disclosed to the Board prior to the engagement herein or except with the prior written approval of the Board, Employee may not be employed by or provide paid consulting services to any business enterprise other than the Company and its affiliates.

1.4            Location . Employee shall perform his duties under this Agreement primarily from the offices maintained by the Company in San Antonio, Texas, with occasional travel to the Company's properties in Kansas. Employee acknowledges and agrees that from time to time he shall be required to travel (at the cost and expense of the Company) to other locations outside of San Antonio, Texas, and the locations of the Company's offices in Kansas and Colorado, in order to discharge his duties under this Agreement.

1.5            Term . The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with Section 4 , below.

2.             Compensation . The Company shall compensate Employee for his services pursuant to this Agreement as follows:

2.1            Salary . The Company shall pay to Employee an annual salary in the amount of Two Hundred Twenty Five Thousand Dollars ($225,000.00), payable in periodic installments in accordance with the Company's regular payroll practices as in effect from time to time. Such annual salary shall be subject to periodic increases, in such amounts (if any) as the Company may determine to be appropriate, at the time of Employee's annual review pursuant to Section 1.1(b) , above, or at such other times (if any) as the Company may select. The salary may be reviewed and adjusted by the Board in its sole discretion following material improvements in the Company’s performance.

2.2            Annual Bonus . For each calendar year during the term of this Agreement, Employee shall be eligible to receive a cash bonus in such amount, if any, and subject to achievement of such individual and Company-wide performance criteria, as the Board in its sole discretion respectively determines to be appropriate.

2.3            Vacation . Employee shall accrue four (4) weeks' paid vacation in each period of twelve (12) consecutive months of employment during the term of this Agreement. Except with written approval by the Board, if Employee accumulates four (4) weeks' accrued and unused vacation time, then further accruals shall cease until Employee's accrued and unused vacation time is less than four (4) weeks.

2.4            Other Fringe Benefits . The Company shall either (a) provide health insurance coverage for Employee and his dependents under the Company's group health insurance plan, at the cost and expense of the Company, or (b) at the election of Employee, reimburse Employee up to One Thousand Five Hundred Dollars ($1,500.00) per month for an individual health insurance plan procured by Employee. In addition to the foregoing, Employee shall be eligible for coverage under such other fringe benefits as are provided to the Company's employees generally from time to time. These benefits or the reimbursement may be reviewed and adjusted by the Board in its sole discretion following material improvements in the Company’s performance.

2.5            Reimbursement of Expenses . The Company shall reimburse Employee for authorized expenses incurred by Employee in the performance of Employee's duties, provided that such expenses are reasonable in amount, incurred for the benefit of the Company, and are supported by itemized accountings and expense receipts submitted to the Company prior to any reimbursement.

3.             Proprietary Information, Inventions and Non-Circumvention . Employee agrees, as a condition of Employee's engagement hereunder, to execute and deliver to the Company the Proprietary Information, Inventions and Non-Circumvention Agreement, in the form provided to Employee.

4.            Termination

4.1            At-Will Employment . Employee's employment by the Company is "at will," and the Company may terminate Employee's employment at any time, with or without cause, upon delivery of written notice to Employee. In addition, Employee may resign from employment with the Company at any time upon delivery of written notice to the Company.

4.2            Termination Pay . Upon termination of Employee's employment with the Company, Employee will be entitled to receive only those wages (if any) that remain accrued and unpaid as of the effective date of such termination. Employee will not be entitled to receive any severance pay or any other benefits or payments by reason of the termination of Employee's employment with the Company.

5.            Miscellaneous

5.1            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, (c) on the date on which transmitted by facsimile or other electronic means generating a receipt confirming a successful transmission ( provided that on that same date a copy of such notice is deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested), or (d) on the next business day after the date on which deposited with a nationally-recognized private courier ( e.g. , FedEx, UPS, DHL, etc.) designating overnight delivery service with a return receipt requested or equivalent thereof administered by such courier, freight prepaid, and addressed in a sealed envelope to the party for whom intended at the address appearing on the signature page of this Agreement, or such other address or facsimile number, notice of which is given in a manner permitted by this Section 5.1 .

5.2            Effect on Other Remedies . Nothing in this Agreement is intended to preclude, and no provision of this Agreement shall be construed to preclude, the exercise of any other right or remedy which the Company may have by reason of Employee's breach of his obligations under this Agreement.

5.3            Binding on Successors; Assignment . This Agreement shall be binding upon, and inure to the benefit of, each of the parties hereto, as well as their respective heirs, successors, assigns, and personal representatives.

5.4            Governing Law; Venue . This Agreement shall be governed by and construed in accordance with applicable provisions of the laws of the State of Texas (without regard to application of its conflict-of-law principles), and, subject to Section 5.3 , each party hereby consents to the jurisdiction of the courts of the State of Texas for purposes of all actions commenced to construe or enforce this Agreement.

5.5            Severability . If any of the provisions of this Agreement shall otherwise contravene or be invalid under the laws of any state, country or other jurisdiction where this Agreement is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement but rather it shall be construed, insofar as the laws of that state or other jurisdiction are concerned, as not containing the provision or provisions contravening or invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be construed and enforced accordingly.

5.6            Further Assurances . Each party agrees, upon the request of another party, to make, execute, and deliver, and to take such additional steps as may be necessary to effectuate the purposes of this Agreement.

5.7            Entire Agreement; Amendment . This Agreement (a) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral, regarding the subject matter hereof, and (b) may not be modified or amended, except by a written instrument, executed by the party against whom enforcement of such amendment may be sought.

5.8            Counterparts; Electronic Signatures . This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. A copy of this Agreement that is executed by a party and transmitted by that party to the other party by facsimile or as an attachment ( e.g ., in ".tif" or ".pdf" format) to an email shall be binding upon the signatory to the same extent as a copy hereof containing that party's original signature.

[ Signatures appear on the following page. ]

In Witness Whereof, the parties hereto have executed this Employment Agreement, to be effective as of the Effective Date.

Signature Page

Employment Agreement