Exhibit 10.1

DEED IN LIEU OF FORECLOSURE AGREEMENT

This Deed in Lieu of Foreclosure Agreement (“ Agreement ”) is made as of the ___ day of March, 2018, by and among ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.) , a Nevada corporation (“ EnerJex Kansas ”), BLACK RAVEN ENERGY, INC. , a Nevada corporation (“ Black Raven ”), WORKING INTEREST, LLC , a Kansas limited liability company (“ Working Interest ”), ADENA, LLC , a Colorado limited liability company (“ Adena ”) , KANSAS HOLDINGS, LLC , a Delaware limited liability company (“ Kansas Holdings ”) and BLACK SABLE ENERGY, LLC , a Texas limited liability company (“ Black Sable ”; together with EnerJex Kansas, Black Raven, Working Interest, Adena and Kansas Holdings, individually, a “Borrower” and collectively, the “ Borrowers ”), ENERJEX RESOURCES, INC. , a Nevada corporation (“ Guarantor ”) (Borrowers and Guarantor are hereinafter sometimes jointly referred to as the “ Obligors ”), PASS CREEK RESOURCES LLC , a Delaware limited liability company (“ Pass Creek ”) and CORTLAND CAPITAL MARKET SERVICES LLC , a Delaware limited liability company, in its capacity as administrative agent (“ Administrative Agent ”) under the Credit Agreement (as hereinafter defined).

RECITALS:

A.                The owners of the oil and gas leases and the associated property affixed to the surfaces of the real property as legally described in Exhibits A-1 to A-3 attached hereto (collectively, the “ Sites ”) are each a Borrower under the Credit Agreement (as hereafter defined). The Sites have been improved with certain oil and gas extraction equipment and infrastructure (collectively, the “ Improvements ”; the Sites and the Improvements are hereinafter sometimes collectively referred to as the “ Real Properties ”). The Real Properties, together with all personal property of any Borrower relating thereto, are hereinafter referred to as the “ Properties ”.

B.                 Pass Creek provided a term loan in the original principal amount of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) (the “ Loan ”) to Borrowers, which Loan is evidenced, secured or otherwise governed, in part, by the following documents:

(1)               that certain Second Amended and Restated Credit Agreement dated as of May 10, 2017 (the “ Original Credit Agreement ”) by and among Borrowers, Pass Creek and Administrative Agent, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2017 (the “ First Amendment ”; together with the Original Credit Agreement and as further amended, modified or supplemented from time to time, collectively, the “ Credit Agreement ”) by and among Borrowers, Guarantor, Pass Creek and Administrative Agent (capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement);

(2)               that certain Amended and Restated Note dated as of May 10, 2017 (the “ Original Note ”) made by Borrowers and payable to the order of Pass Creek in the principal amount of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00), as amended by that certain Second Amended and Restated Note dated as of December 22, 2017 (the “ Amended Note ”; together with the Original Note and as further amended, modified or supplemented from time to time, collectively, the “ Note ”) made by Borrowers and payable to the order of Pass Creek in the principal amount of Four Million Eight Hundred Thousand and 00/100 Dollars ($4,800,000.00);

(3)               those certain mortgages as described on Exhibit B attached hereto and made a part hereof (as amended, modified or supplemented from time to time, collectively, the “ Mortgages ”);

(4)               that certain Guaranty of Recourse Carveouts dated as of May 10, 2017 (as further amended, modified or supplemented from time to time, the “ Guaranty ”) by Guarantor in favor of Administrative Agent for the ratable benefit of the Administrative Agent and the Banks; and

(5)               the other Loan Documents (as defined in the Credit Agreement).

The Credit Agreement, Note, Mortgages and all other documents which evidence, guarantee or secure the Loan or were otherwise executed in connection therewith, all as may have been modified, supplemented, restated or replaced from time to time, are hereinafter collectively referred to as the “ Loan Documents .”

C.                 Pass Creek is the current holder of the Note.

D.                Guarantor has executed and delivered that certain Promissory Note dated as of May 10, 2017 (the “ Guarantor Note ”), made by Guarantor payable to the order of Pass Creek in the principal amount of One Hundred Five Thousand Eight Hundred Five and 74/100 Dollars ($105,805.74).

E.                 As of March 20, 2018, the amount of principal and interest due with respect to the Loan under the Loan Documents was $5,199,917.07 of which $4,537,124.04 was unpaid principal of the Note and $662,793.03 was accrued and unpaid interest on the unpaid principal of the Note calculated at the applicable rate under the Credit Agreement.

F.                  The Borrowers have informed Pass Creek and Administrative Agent that on or about March 23, 2018, the merger of AgEagle Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Guarantor, into AgEagle Aerial Systems, Inc., a Nevada corporation, shall be consummated pursuant to that certain Agreement and Plan of Merger dated as of October 19, 2017 among such parties and Bret Chilcott (the “ Merger Event ”).

G.                The Loan matures no later than March 26, 2018 (the “ Maturity Date ”) and in order to avoid the cost, expense, time and inconvenience involved in defending foreclosure actions on the Loan, the Obligors have requested that Administrative Agent and Pass Creek, subject to the terms and conditions set forth in this Agreement, enter into a deed in lieu transaction whereby Obligors shall convey or cause to be conveyed to Pass Creek (or its designee) all of the Obligors’ right, title and interest in and to the Properties (the “ Deed In Lieu Transaction ”) and accept the Deed In Lieu Documents (as hereinafter defined).

H.                As a condition precedent to the Merger Event, the Deed In Lieu Documents shall be delivered to Holland & Knight LLP (“ H&K ”), as counsel to the Administrative Agent and Pass Creek.

I.                    In connection with the Deed In Lieu Transaction, the Administrative Agent and Pass Creek shall execute and deliver to H&K, a release and covenant not to sue (the “ Release and Covenant ”) with respect to the Borrowers’ and Guarantor’s respective obligations and liabilities under the Loan and the Loan Documents (but specifically excluding the Excluded Obligations (as defined hereinafter)) and subject to and conditioned upon the terms, provisions and conditions set forth in this Agreement. In the event that the Deed In Lieu Transaction is consummated in accordance with this Agreement and the Deed In Lieu Documents, then Administrative Agent and Pass Creek shall direct H&K to release the Release and Covenant to Borrowers.

J.                   Subject to the conditions set forth in this Agreement, Administrative Agent and Pass Creek have agreed to accept the conveyance of the Properties to avoid the necessity of litigation, foreclosure and the delays associated therewith and Administrative Agent and Pass Creek acknowledge a direct benefit in this regard.

K.                The Obligors and Pass Creek are of the good faith opinion that the value of the assets transferred pursuant to the Deed in Lieu Documents and the Release and Covenant constitute fair consideration for the Properties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto hereby agree as follows:

1.                    Incorporation of Recitals . The foregoing Recitals are hereby incorporated into the body of this Agreement as if fully set forth herein.

2.                    Transfers; Consideration .

(a)                 Upon the occurrence of the Merger Event, the Deed In Lieu Documents and all other documents (other than the Release and Covenant) held by H&K in accordance with the terms and conditions of the Closing Instructions (as defined hereinafter) shall, as applicable, be immediately recorded or delivered to Pass Creek upon the written notice to H&K by Administrative Agent, at the direction of Pass Creek (the “ Transfer ”). In addition to the foregoing, if the Deed in Lieu Transaction is effectuated (including, without limitation, the successful recording of the Warranty Deeds in each of Linn County, Kansas, Greenwood County, Kansas and Woodson County, Kansas), then the Administrative Agent shall, at the direction of Pass Creek, instruct H&K in writing to deliver the Release and Covenant to the Obligors.

(b)                 The Obligors agree to the Transfer to Pass Creek or Pass Creek’s designee, and Pass Creek agrees to accept or cause its designee to accept, all of each Borrower ’s right, title and interest in the Properties (as applicable) free of any right of redemption or any other right or interest of anyone other than Pass Creek (or Administrative Agent) claiming by, under or through the Obligors , but such conveyance shall be subject to the encumbrances expressly agreed to by Pass Creek (the “ Permitted Title Matters ”) , the Leases (as hereinafter defined) and the Loan Documents, in each case, in accordance with the terms of this Agreement . If effectuated in accordance with the terms hereof, the Transfer shall occur on the date specified in the applicable notice to H&K (the “ Closing Date ”) in accordance with the terms and conditions of the Closing Instructions at the offices of H&K (through delivery of such deeds, bill of sale, assignments and other transfer documents as Pass Creek or its designee may reasonably require, in the forms attached hereto as Exhibit E ).

(c)                 Concurrent herewith, the parties hereto shall execute and deliver the documents described in Exhibit C attached hereto (the “ Deed In Lieu Documents ”) and deposit fully executed originals of such documents with H&K, in accordance with the terms of the Closing Instructions to (i) facilitate the Transfer of the Properties to Pass Creek or its designee, as applicable, and (ii) otherwise more fully express the agreements of the parties relating to such Transfer (such documents listed on Exhibit C and all other documents delivered by Obligors pursuant to this Agreement, the “ Closing Documents ”).

(d)                 Concurrent herewith and as a condition precedent to this Agreement, Guarantor shall execute and deliver to H&K that certain Promissory Note dated as of even date herewith (the “ DIL Note ”) made by Guarantor payable to the order of Pass Creek in the amount of One Hundred Twenty-Five Thousand Five Hundred Fifty-Five and 97/100 Dollars ($125,555.97).

(e)                 The consideration given by Pass Creek and/or received by the Obligors in connection with the Transfer of the Properties by the Obligors to Pass Creek or its designee, as applicable, includes, without limitation, (a) the cost savings to the Obligors of not having to engage in legal proceedings relating to the exercise of remedies under the Mortgages by Administrative Agent or Pass Creek and (b) the Release and Covenant to be delivered to the Obligors by Administrative Agent and Pass Creek. T he consideration received by Pass Creek or its designee, as applicable, in connection with the Transfer of the Properties to Pass Creek or its designee includes, without limitation, the cost savings and the savings of time, delay and inconvenience that would be involved in pursuing a foreclosure action .

3.                    Closing Instructions . The consummation of the transactions contemplated hereunder (the “ Closing ”) shall occur on the Closing Date pursuant to the Closing Instructions in substantially the form of Exhibit F attached hereto (the “ Closing Instructions ”) executed by the Obligors, Pass Creek, Administrative Agent and H&K.

4.                    Closing Costs . The parties hereby agree that:

(a)                 Borrowers shall pay to Pass Creek and Administrative Agent all out-of-pocket expenses accrued or incurred by either Pass Creek or Administrative Agent on or before the date hereof (including all reasonable fees, charges and disbursements of counsel to either Pass Creek or Administrative Agent (directly to such counsel if requested)) plus such additional amounts of such fees, charges and disbursements as shall constitute its estimate of such reasonable fees, charges and disbursements incurred or to be incurred through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and either Pass Creek or Administrative Agent; and

(b)                 there shall be no credits or prorations for real estate taxes or other customarily prorated expenses relating to the Properties at Closing, as Pass Creek shall take title to the Properties subject to all such real estate taxes and other expenses and with the full benefit of any prepaid expenses or deposits.

5.                    Reserved .

6.                    Representations, Warranties and Covenants .

(a)                 Each Obligor hereby represents and warrants to Administrative Agent and Pass Creek that each Obligor (as applicable) has delivered to Administrative Agent all of the following on or before the date hereof: all essential data, correspondence, documents, agreements, waivers, notices, applications and other records in respect to the Properties and relating to transactions with taxing authorities, governmental agencies, utilities, vendors and others with whom Pass Creek (or its designee) may be dealing subsequent to Closing.

(b)                 Each Obligor hereby further represents and warrants to Administrative Agent and Pass Creek as of the date of the execution and delivery hereof as follows (which representations and warranties shall be deemed to be re-made as of the Closing Date):

(i)                  This Agreement and the Closing Documents to be executed by the Obligors have been duly authorized, executed and delivered by the Obligors and are legal, valid and binding obligations and are enforceable in accordance with their respective terms except as may be limited by Debtor Relief Laws or by general equitable principles, and do not violate any provisions of any agreement executed by or otherwise affecting any of the Obligors or the Properties other than the Loan Documents.

(ii)                Borrowers are the owners of fee simple title to the Properties (as applicable), subject only to the Permitted Title Matters. The Transfer of the Properties is made voluntarily by the Obligors with no intent to defraud any creditors of the Obligors. Obligors are fully represented by counsel in connection with the negotiation of this Agreement, and the transactions contemplated hereunder are the free and voluntary act of Obligors and such actions were not made under duress.

(iii)              None of the Obligors has received any written notice from any governmental authority of any violation of any law, zoning ordinance, code or regulation affecting the Properties which has not heretofore been cured. There are no actions, suits, proceedings, judgments, orders, decrees, pending or outstanding, or to the Obligors’ knowledge, threatened against the Properties, which could adversely affect the validity or enforceability of the transactions contemplated hereunder. None of the Obligors have any construction contracts related to any of the Properties.

(iv)               All financial and operating statements furnished to Pass Creek or Administrative Agent by the Obligors in connection with the transactions described in this Agreement are true and correct in all material respects and fairly present the financial posture of the parties or property described therein as of the period therein described and do not omit to state any material liability, contingent or otherwise, or any facts necessary thereto, the omission of which would be materially misleading as of the date furnished to Pass Creek or Administrative Agent, as applicable.

(v)                 A true, complete and correct list of all of the all leases, subleases and rental agreements affecting the Real Properties (the “ Leases ”) is set forth on Exhibit G attached hereto. The Leases constitute all of the leases and tenancies in respect to the Real Properties; the Leases contain no options to purchase in favor of any tenant thereunder; Borrowers, as lessors under such Leases (as applicable), are not in monetary default thereunder and, to the best knowledge of Borrowers, the lessees under such Leases are not in material default thereunder and have no material claims or rights of setoff against Borrowers. Except as otherwise set forth on Exhibit G , all payments due to be made to any Borrower pursuant to the Leases are current. The Obligors have delivered to Pass Creek original or copies of all of the Leases. Exhibit G accurately sets forth all unapplied security deposits made by the tenants under the Leases and there are no unapplied security deposits other than those set forth on Exhibit G and all unapplied security deposits shall be delivered to Pass Creek at Closing.

(vi)               A true, complete and correct list of all maintenance, service and operating agreements and other agreements affecting the Real Properties is set forth on Exhibit H attached hereto (collectively, the “Service Agreements” ) and there are no monetary defaults thereunder except for such defaults as are specifically described on Exhibit H hereto, each of which shall be remedied by the Obligors on or before the Closing Date. The Obligors have delivered to Pass Creek originals or copies of all of the Service Agreements.

(vii)             There are no contracts for sale of all or any portion of the Properties.

(viii)           The Borrowers have no employees.

(ix)               There are no past-due taxes owed to any federal, state or local authority in connection with the Properties.

(c)                   The Obligors hereby acknowledge and agree as follows:

(i)                  The execution and delivery of this Agreement and the Closing Documents and the performance of the provisions hereof and thereof (A) do not require the consent or approval of any person or entity which has not been obtained prior to the date hereof and (B) will not violate or result in any breach or violation of, or constitute a default under, any law or court order or any agreement, indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which any of the Obligors is a party or by which it is bound.

(ii)                There are no pending or, to the best of Obligors’ knowledge, threatened bankruptcy, reorganization, insolvency, receivership, creditor assignment or other similar proceedings concerning any of the Obligors, whether voluntary or involuntary.

(iii)              None of the Obligors incurred any finder’s or broker’s commission or any other commission or fee to any person in connection with the transactions contemplated by this Agreement.

(iv)               Obligors, hereby voluntarily and knowingly waive (i) any and all rights of redemption pursuant to K.S.A 60-2414(a), and (ii) any and all rights of reinstatement.

(v)                 Obligors have not contracted for any labor or materials which have not been fully paid for or which may give rise to a lien, encumbrance or charge upon the Properties.

(vi)               The amount of the outstanding balance of the Loan exceeds the current value of the Properties.

(d)                 The Obligors hereby acknowledge and agree that between the date of this Agreement and the consummation of the Closing, the Obligors shall not without the prior written consent of the Administrative Agent and Pass Creek

(i)                  Enter into or modify any contracts or agreements pertaining to the Properties;

(ii)                Enter into any new leases of all or any portion of the Properties, or any amendments to the Leases or enter into any new service or maintenance contracts;

(iii)              Convey or remove from the Real Properties, or from any other location where so located, any of the personal property or intangible property comprising the Properties; and

(iv)               Take any action or refrain from taking any action, the result of which would result in a material adverse effect on the physical condition or value of the Properties.

(e)                 The Obligors jointly and severally, for themselves, their successors, heirs, executors, administrators and assigns agree to indemnify, defend and hold Administrative Agent, Pass Creek, its designee, and their respective affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns harmless from and against any and all losses, costs, damages and expenses, including reasonable attorneys’ fees and court costs, suffered or incurred by any of such indemnitees as a direct or indirect result of or in connection with any breach of any of the covenants, representations and warranties of the Obligors set forth herein or in any of the Closing Documents. Obligors acknowledge that the effectiveness of the Release and Covenant is premised on the representations, warranties and covenants made herein by Obligors. This section shall survive the Closing and termination of this Agreement.

7.                    Statement of Intent; No Merger . Administrative Agent, Pass Creek and the Obligors expressly state that it is their desire and intention that no merger or other termination or extinguishment of titles, estates or other interests shall occur as a result of any of the assignments, conveyances or other transfers contemplated hereunder or under the Closing Documents, even though Pass Creek and/or its designee will become the owner and holder of multiple interests in the Real Properties and, accordingly, the Mortgages and all of the other Loan Documents shall continue in full force and effect after the acquisition of the Properties by Pass Creek or its designee, as applicable. Without intending to limit the generality of the foregoing sentence, it is the desire and intention of Pass Creek and the Obligors that each title, estate and other interest held by Pass Creek or its designee, as applicable, pursuant to a separate instrument shall be completely separate and distinct from each other title, estate or interest, and, more specifically, Pass Creek’s or its designee’s, as applicable, title to the Properties obtained pursuant to the Closing Documents shall not merge with Pass Creek’s or Administrative Agent’s liens and security interests in the Properties obtained pursuant to the Loan Documents.

8.                    Covenant Not To Sue; Release .

(a)                 Subject to the provisions of Sections 8(c) and 8(d) below, Administrative Agent and Pass Creek shall deliver the Release and Covenant to H&K at Closing, in the form of Exhibit D attached hereto. The Release and Covenant shall constitute a release, satisfaction, and discharge of the indebtedness, obligations or liabilities evidenced or secured by the Loan Documents, except and specifically excluding the amounts owed as described on Schedule 8(a) attached hereto and made a part hereof (collectively the “ Excluded Obligations ”). The Release and Covenant shall not constitute a release, satisfaction or discharge of any: (i) action brought by the Administrative Agent or Pass Creek under the Loan Documents, at law or in equity for the purpose of obtaining from any Borrower title to the Properties or easement or other rights in the Properties, (ii) render ineffective or unenforceable Administrative Agent’s or Pass Creek’s right to foreclose the Mortgages or to pursue any of their other rights or remedies under the Loan Documents in any manner except that neither Administrative Agent nor Pass Creek shall have any right to pursue or obtain (except with respect to the Excluded Obligations) a deficiency and/or a personal judgment or award against the Obligors or any Borrower Related Party (as such term is defined in the Release and Covenant), (iii) otherwise affect the provisions of the Loan Documents, (iv) render ineffective or unenforceable Administrative Agent’s or Pass Creek’s right to collect any amounts due from any Obligor with respect to the Excluded Obligations, (v) render ineffective or unenforceable Administrative Agent’s or Pass Creek’s right to collect any amounts due from any Obligor with respect to any obligation to Administrative Agent or Pass Creek which is not related to the Loan, (vi) render ineffective or unenforceable Administrative Agent’s or Pass Creek’s right to collect any amounts due from Guarantor with respect to the DIL Note, or (vii) render ineffective or unenforceable Administrative Agent’s or Pass Creek’s right to enforce their respective rights under this Agreement.

(b)                 The Obligors hereby jointly and severally release and forever discharge Administrative Agent, Pass Creek and their respective affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns of and from any and all agreements, representations, warranties, covenants, indemnities, actions, claims, demands, damages, debts, losses, indebtedness, causes of action either at law or in equity and obligations of whatever kind or nature, whether known or unknown, direct or indirect, new or existing and all other duties and liabilities whatsoever which any of them may have under or in connection with the Loan Documents or the Loan.

(c)                 Notwithstanding anything contained in this Agreement to the contrary, neither the Release and Covenant nor the release set forth in Section 8(b) above nor any of the other provisions hereof nor any provision of applicable law shall be deemed to release, discharge or otherwise affect: (i) any of the agreements, representations, warranties, covenants, indemnities or other duties, obligations or liabilities of the parties hereto as set forth in or arising from the provisions of this Agreement or the Closing Documents; or (ii) any of the Obligors’ environmental indemnification provisions set forth in the Loan Documents, which expressly survive the Closing, the foreclosure of the Mortgages or any deed or other transfer in lieu of such foreclosure.

(d)                 Notwithstanding anything contained herein to the contrary, the Release and Covenant shall be null and void if:

(i)                  any suit, action, claim or proceeding (A) to enjoin, rescind or otherwise set aside the Transfer of all or any portion of the Properties to Pass Creek and/or its designee or any other transactions consummated pursuant to this Agreement or the Closing Documents, (B) to challenge the validity or enforceability of the Transfer of the Properties to Pass Creek and/or is designee or any of such other transactions, or (C) which might otherwise adversely affect the validity or enforceability of the Transfer of the Properties to Pass Creek and/or its designee or any of such other transactions arising from this Agreement (any such suit, action, claim or proceeding being hereinafter referred to as an “ Adverse Proceeding ”) has been or is commenced or made by or on behalf of the Obligors, the Borrower Related Parties (as defined in the Release and Covenant) or any of their respective successors or assigns; or

(ii)                any Adverse Proceeding has been or is commenced or made by any person or entity other than the Obligors, the Borrower Related Parties, Pass Creek or its designee (a “ Third Party ”) and, as a result of such Adverse Proceeding, Pass Creek or its designee, as the case may be, is obligated to convey (or reconvey, as the case may be) all or any portion of the Properties to any Borrower or to a receiver, trustee or other party for the benefit of the Obligors or any of their respective creditors; or

(iii)              any Adverse Proceeding has been or is commenced or made by or on behalf of the Obligors, the Borrower Related Parties or any of their respective successors or assigns and, as a result of such Adverse Proceeding, Administrative Agent, Pass Creek or its designee suffers any loss, cost, damage or expense against which the Obligors fail to fully indemnify, defend and hold Administrative Agent, Pass Creek, its designee and their respective successors and assigns harmless as required under Section 8(e) below; or

(iv)               any Obligor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law; or

(v)                 the commencement of any involuntary petition in bankruptcy against any Obligor or the institution against any Obligor of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law; or

(vi)               Any of Obligors’ representations or warranties contained herein are untrue, or any Obligor breaches any of their respective obligations under this Agreement or any of the Closing Documents .

(e)       The Obligors hereby jointly and severally agree to indemnify, defend (with counsel reasonably satisfactory to Administrative Agent or Pass Creek, as applicable) and hold Administrative Agent, Pass Creek and their respective affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns harmless from and against any and all losses, damages, claims, liability, costs and expenses (including court costs and reasonable attorneys’ fees) that may be suffered or incurred by any such indemnitees as a direct or indirect result of or in connection with any Adverse Proceedings commenced by or on behalf of the Obligors or any of their respective successors or assigns.

9.                    Obligations to Third Parties . The Obligors hereby acknowledge and agree that the acceptance by Pass Creek or its designee, if applicable, of title to the Properties pursuant to the terms of this Agreement shall not create any obligations on the part of Pass Creek or its designee to third parties which have or may have claims of any kind whatsoever against any of the Obligors with respect to the Properties, and that neither Pass Creek nor its designee assumes, or agrees to discharge, any liabilities pertaining to the Properties which occurred or accrued prior to the Closing Date. No person or entity not a party to this Agreement shall have any “third party beneficiary” or other rights hereunder.

10.                Future Assurances; Power of Attorney . The Obligors hereby acknowledge and agree that they shall hereafter execute and deliver, or cause to be executed and delivered, and do or cause to be done such further acts as may reasonably be deemed by Administrative Agent or Pass Creek to be necessary or desirable to carry out and effectuate the intent of this Agreement and the Closing Documents. Obligors hereby grant a power of attorney in favor of Pass Creek which shall irrevocably constitute and appoint Pass Creek as Obligors’ true and lawful agent and attorney-in-fact, with full power of substitution, for Obligors and in Obligors’ name, place and stead, or otherwise, solely with respect to the Properties , and carry out and effectuate the intent of this Agreement and the Closing Documents, to: (a) endorse any checks or drafts payable to Obligors in the name of and in favor of Pass Creek as provided herein; (b) to demand and receive from time to time any and all property, rights, titles, interests and liens hereby sold, assigned and transferred, or intended so to be, and to give receipts for same; (c) to collect all rent, revenues and income, (d) from time to time, to institute and prosecute, in Pass Creek’s own name, any and all proceedings at law, in equity, or otherwise, that Pass Creek may deem proper in order to collect, assert or enforce any claim, right or title, of any kind, in and to the property, rights, titles, interests and liens hereby sold, assigned or transferred, or intended so to be, and to defend and compromise any and all actions, suits or proceedings with respect to any of the said property, rights, titles, interests and liens; (e) execute and date any document on behalf of Obligors necessary or desirable to carry out and effectuate the intent of this Agreement, the Closing Documents or the Closing Instructions, and (f) generally to do all and any such acts and things in relation to the Properties as Pass Creek shall in good faith deem advisable. Obligors hereby declare that the appointment made and the powers granted pursuant to such power of attorney are coupled with an interest and are and shall be irrevocable by Obligors in any manner, or for any reason.

11.                Remedies . In the event of a breach or default by the Obligors of any agreements, covenants, representations, warranties, indemnities or other duties or obligations hereunder or under any of the Closing Documents, Administrative Agent and Pass Creek and its designee shall be entitled to exercise any and all rights and remedies available at law or in equity. The Obligors acknowledge and agree that money damages may not be an adequate remedy for a breach by the Obligors of any of their respective agreements, covenants, representations, warranties, indemnities or other duties or obligations under this Agreement or the Closing Documents and that Administrative Agent and Pass Creek (and its designee) and their respective nominees shall have the absolute right to the remedies of injunctive relief and specific performance, both temporary and permanent, without bond, to enforce the agreements, covenants, representations, warranties, indemnities and other duties and obligations of the Obligors under this Agreement and the Closing Documents, which relief shall be cumulative and not exclusive of any right, remedy or relief otherwise available to Administrative Agent or Pass Creek (or its designee) at law or in equity.

12.                Survival . The obligations and liabilities of the parties hereunder and under the Closing Documents are intended to survive the Closing and shall not be deemed to be merged into any deed or any other document delivered in connection with the Closing.

13.                Applicable Law . This Agreement and the Closing Documents shall be construed and enforced in all respects in accordance with the laws of the State of Kansas, excluding its choice of law rules.

14.                Time . Time is of the essence of this Agreement.

15.                Entire Agreement . This Agreement, the Credit Agreement and the Closing Documents contain the entire agreement between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.

16.                Joint and Several Liability; Successors . The obligations of Obligors under this Agreement and the Closing Documents shall be joint and several. This Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective heirs, legatees, executors, estates, legal representatives, assigns and other successors. Pass Creek and its designee shall have the right to assign their rights, title, obligations, duties and interests in this Agreement and the Closing Documents directly or indirectly to any other person or entity; provided that notice of any such assignment shall be provided to Administrative Agent. None of the Obligors shall have the right to assign their respective obligations, duties or liabilities arising in connection with this Agreement or the Closing Documents directly or indirectly without the prior written consent of Administrative Agent and Pass Creek.

17.                Counterparts; Electronic Transmission . This Agreement may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. This Agreement may be executed by one or more parties hereto as a facsimile, telecopy, pdf or other reproduction, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile, e-mail or other electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execute and delivery shall be considered valid, binding and effective for all purposes.

18.                Severability . If any provision of this Agreement or the Closing Documents or the application thereof to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement and the Closing Documents or the application of such provision to persons or circumstances, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement and the Closing Documents shall be valid and shall be enforced to the fullest extent permitted by law.

19.                Captions . The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions.

20.                Attorneys’ Fees . Except as otherwise expressly provided to the contrary in this Agreement, the Obligors, jointly and severally, shall be responsible for paying all attorneys’ fees and other costs with respect to the negotiation of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of Holland & Knight LLP, as counsel to the Administrative Agent and Pass Creek, and of one firm of local counsel in each relevant jurisdiction for each such party. In the event that any dispute between the parties hereto should result in any legal action or proceeding, the prevailing party shall be reimbursed by the losing party for all reasonable costs and attorneys’ fees, including, but not limited to, attorneys’ fees incurred in the course of appeal.

21.                Notices . Any notice, request or demand given or made under this Agreement or any of the Closing Documents shall be in writing and shall be hand delivered or sent by Federal Express or other reputable courier service or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following applicable addresses if hand delivered or if sent by Federal Express or other reputable courier service, and (ii) five (5) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

Any addresses or names specified above may be changed by a notice given by the party desiring the change to the other parties in accordance with the foregoing provisions.

22.                Transfers Absolute; No Duress .

(a)                 The Obligors acknowledge and agree that: (i) the Transfer of the Properties to Pass Creek or its designee, as applicable, is an absolute conveyance and transfer of all of the right, title and interest of the Borrowers (as applicable) in and to the Properties in fact as well as form and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; (ii) the consideration for such Transfer is legally adequate and provides a reasonably equivalent value for such Transfer; and (iii) the Obligors have no further interest (including rights of redemption) or claims in or to the Properties or to the proceeds and profits which after the Closing Date may be derived therefrom, of any kind whatsoever.

(b)                 The Transfer of the Properties to Pass Creek or its designee, as applicable, and the other acts taken and to be taken by the Obligors pursuant to this Agreement and the Closing Documents are being made at the request of Obligors and are the free and voluntary acts of the Obligors, and that in executing and delivering this Agreement and the Closing Documents and in directing the execution thereof, the Obligors are not acting under a misapprehension as to the effect thereof, nor under any duress, undue influence or misrepresentation by Administrative Agent or Pass Creek or its designee. The Obligors acknowledge that they have been represented by competent and experienced legal counsel in connection with the negotiation of this Agreement.

23.                Consent to Jurisdiction . TO INDUCE PASS CREEK AND ADMINISTRATIVE AGENT TO ACCEPT THIS AGREEMENT, EACH OBLIGOR IRREVOCABLY AGREES THAT, SUBJECT TO PASS CREEK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN TOPEKA, KANSAS. EACH OBLIGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN TOPEKA, KANSAS, WAIVES PERSONAL SERVICE OF PROCESS UPON SUCH OBLIGOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH OBLIGOR AT THE ADDRESS STATED IN THIS AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

24.                WAIVER OF RIGHT TO TRIAL BY JURY . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY MUTUALLY (A) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM, CROSS-CLAIM, THIRD-PARTY CLAIM, DISPUTE, DEMAND, SUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) AGREE THAT ANY SUCH ACTION, CLAIM, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

25.                Confidentiality . Obligors shall, at all times prior to and post-Closing, maintain the confidentiality of this Agreement, including any communications, statements, discussions, negotiations, settlement discussions and exchanges related hereto, and shall not, except as required by law, governmental regulation applicable to any Obligor or any Obligor’s filing or disclosure obligations with the Securities and Exchange Commission, disclose the terms of this Agreement or of the transaction contemplated hereby, to any third parties whomsoever other than attorneys and accountants representing Obligors, Pass Creek, the Administrative Agent and such other persons whose assistance is required in carrying out the terms of this Agreement, without Pass Creek’s and Administrative Agent’s express, written consent. In the event any Obligor is required by a court order to disclose the terms of this Agreement, such Obligor shall endeavor to give no less than ten (10) days written notice to Administrative Agent and Pass Creek. Obligors shall not at any time issue a press release or otherwise communicate with media representatives regarding this Agreement or the transaction contemplated hereby, whether prior to or post-Closing, unless such release or communication has received the prior written approval of Administrative Agent and Pass Creek, which approval may be withheld by such parties in their sole discretion. This section shall survive the Closing or termination of this Agreement.

26.                Guaranty of Excluded Obligations . Guarantor hereby unconditionally and irrevocably guaranties to Administrative Agent, for the benefit of the Administrative Agent and Pass Creek, the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of: (i) the Excluded Obligations and (ii) the DIL Note. This Guaranty is a present and continuing guaranty of payment and not of collectibility, and Administrative Agent shall not be required to prosecute collection, enforcement or other remedies against any Borrower or any other guarantor of the Excluded Obligations or the DIL Note (as applicable), or to enforce or resort to any collateral for the repayment of the Excluded Obligations or DIL Note or other rights or remedies pertaining thereto, before calling on Guarantor for payment. If for any reason the Borrowers shall fail or be unable to pay, punctually and fully, any of the Excluded Obligations or the DIL Note, the Guarantor shall pay such obligations to Administrative Agent, for the benefit of the Administrative Agent and Pass Creek, in full immediately upon demand. One or more successive actions may be brought against the Guarantor, as often as Administrative Agent deems advisable, until all of the Excluded Obligations and the DIL Note are paid and performed in full.

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IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year first above written.

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Exhibit 10.2

EXHIBIT D

RELEASE AND COVENANT NOT TO SUE

THIS RELEASE AND COVENANT NOT TO SUE is made as of this 26th day of March, 2018 (this “ Release and Covenant ”), by PASS CREEK RESOURCES LLC , a Delaware limited liability company (“ Pass Creek ”) and CORTLAND CAPITAL MARKET SERVICES LLC , a Delaware limited liability company, in its capacity as administrative agent (“ Administrative Agent ”) under the Credit Agreement (as defined in the Deed In Lieu Agreement (as defined hereinafter)) to and for the benefit of ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.) , a Nevada corporation (“ EnerJex Kansas ”), BLACK RAVEN ENERGY, INC. , a Nevada corporation (“ Black Raven ”), WORKING INTEREST, LLC , a Kansas limited liability company (“ Working Interest ”), ADENA, LLC , a Colorado limited liability company (“ Adena ”) , KANSAS HOLDINGS, LLC , a Delaware limited liability company (“ Kansas Holdings ”) and BLACK SABLE ENERGY, LLC , a Texas limited liability company (“ Black Sable ”; together with EnerJex Kansas, Black Raven, Working Interest, Adena and Kansas Holdings, collectively, the “ Borrowers ”), ENERJEX RESOURCES, INC. , a Nevada corporation (“ Guarantor ”) (Borrowers and Guarantor are hereinafter sometimes jointly referred to as the “ Obligors ”).

This Release and Covenant is being executed and delivered pursuant to that certain Deed in Lieu of Foreclosure Agreement dated as of March 26, 2018 (“ Deed In Lieu Agreement ”), by and among the Obligors, Administrative Agent and Pass Creek. Terms appearing as initially capitalized terms and not expressly defined herein shall have the respective meanings given them in the Deed In Lieu Agreement.

In consideration of the mutual covenants and agreements contained herein and in the Deed In Lieu Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pass Creek and Administrative Agent each hereby agree as follows:

1.                    Pass Creek and Administrative Agent, for themselves and their respective affiliates, successors and assigns (the “ Covenantors ”), do hereby covenant and agree not to sue or commence, assert, bring, file or continue in any court or other tribunal, in any jurisdiction, any suit, action, litigation, complaint, counterclaim, cross-claim, cross-complaint, third-party complaint or other pleading for any actions or causes of action of every kind and nature whatsoever, whether fixed or contingent, known or unknown, direct or indirect, and whether based on contract, tort, statute or other legal or equitable theory of recovery (“ Claim ” or “ Claims ”), which the Covenantors have had, have or hereafter may have against the Obligors, or any of their respective past, present or future affiliates, managers, members, partners, shareholders, officers, directors, affiliates, agents, employees, attorneys, legal representatives, successors or assigns (collectively, the “ Borrower Related Parties ”), with respect to, or in any way arising from, related to or connected with, the Properties, the Loan or the Loan Documents, except and specifically excluding the amounts owed as described on Schedule 1 attached hereto and made a part hereof (collectively the “ Excluded Obligations ”).

2.                    This Release and Covenant constitutes a release, satisfaction, and discharge of the indebtedness, obligations or liabilities evidenced or secured by the Loan documents, except and specifically excluding the Excluded Obligations.

3.                    Notwithstanding anything contained to the contrary set forth herein:

4.              Notwithstanding anything contained herein to the contrary, this Release and Covenant shall be null and void if:

5.              The Obligors hereby jointly and severally agree to indemnify, defend (with counsel reasonably satisfactory to Administrative Agent or Pass Creek, as applicable) and hold Administrative Agent, Pass Creek and their respective affiliates, employees, directors, officers, shareholders, attorneys, agents, successors and assigns harmless from and against any and all losses, damages, claims, liability, costs and expenses (including court costs and reasonable attorneys’ fees) that may be suffered or incurred by any such indemnitees as a direct or indirect result of or in connection with any Adverse Proceedings commenced by or on behalf of the Obligors or any of their respective successors or assigns.

6.              In the event of a conflict between any term or provision of the Deed In Lieu Agreement and any term or provision of this Release and Covenant, the term or provision of this Release and Covenant shall govern.

7.             The undersigned each represent and warrant that it has full power and authority to execute this Release and Covenant for and on behalf of Pass Creek or Administrative Agent (as applicable) and that this Release and Covenant is binding upon and enforceable against Pass Creek and Administrative Agent in accordance with its terms.

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IN WITNESS WHEREOF, this Release and Covenant Not To Sue has been signed and delivered as of the date first written above.

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Schedule 1 to Release and Covenant Not to Sue

Exhibit 10.3

PROMISSORY NOTE

1.                   Agreement to Pay . FOR VALUE RECEIVED , ENERJEX RESOURCES, INC. , a Nevada corporation (“ Maker ”) hereby promises to pay to the order of PASS CREEK RESOURCES LLC , a Delaware limited liability company (“ Lender ”), the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND FIVE HUNDRED FIFTY FIVE and 97/100 DOLLARS ($125,555.97) (the “ Loan ”), at the place and in the manner hereinafter provided, together with interest thereon at the rate or rates described below, and any and all other amounts which may be due and payable hereunder from time to time. The maturity date of this Promissory Note (the “ Note ”) is March 26, 2019 (the “ Maturity Date ”).

2.                   Interest Rate .

2.1               Interest Prior to Default . Interest shall accrue on the outstanding principal balance of this Note from the date hereof through the Maturity Date at an annual rate equal to six percent (6%) (“ Interest Rate ”) .

2.2               Interest After Default . From and after the Maturity Date, or upon the occurrence and during the continuance of an Event of Default (as defined hereinafter), interest shall accrue on the balance of principal remaining unpaid during any such period at an annual rate (“ Default Rate ”) equal to five percent (5%) plus the Interest Rate; provided, however, in no event shall the Default Rate exceed the maximum rate permitted by law. The interest accruing under this paragraph shall be immediately due and payable by Maker to the holder of this Note upon demand and shall be additional indebtedness evidenced by this Note.

2.3               Interest Calculation . Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which interest is due. Maker hereby acknowledges and agrees that the use of a 360-day year in the calculation of the interest hereunder will result in a greater effective rate of interest than the stated rate set forth above. Maker hereby waives any and all counter claims, defenses, causes of action, arguments or other claims it may have against Lender in connection with or in any way related to the calculation of interest based upon a 360-day year.

3.                   Payment Terms .

3.1               Principal and Interest . Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

(a)  Regularly Scheduled Interest and Principal Payments . Commencing on April 1, 2018 and continuing on the first (1st) day of each month thereafter (each, a “ Payment Date ”), to and including the month in which the Maturity Date occurs, Maker shall pay and deliver to Lender: (i) consecutive monthly payments of principal in an amount to fully amortize the principal balance of this Note over a twelve (12) month period; and (ii) accrued and unpaid interest on the outstanding principal balance of this Note, in arrears.

(b)        Maturity Date . The unpaid principal balance of this Note, if not sooner paid or declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest thereon and any other amounts due and payable hereunder, shall be due and payable in full on the Maturity Date.

3.2               Application of Payments . Prior to the occurrence of an Event of Default, all payments and prepayments on account of the indebtedness evidenced by this Note shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to Lender, (b) second, to accrued and unpaid interest on the principal balance of this Note, (c) third, to the payment of principal due in the month in which the payment or prepayment is made, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable, (e) fifth, to any other amounts then due Lender hereunder, and (f) last, to the unpaid principal balance of this Note in the inverse order of maturity. Any prepayment on account of the indebtedness evidenced by this Note shall not extend or postpone the due date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default has occurred and is continuing, payments may be applied by Lender to amounts owed hereunder in such order as Lender shall determine, in its sole discretion.

3.3               Method of Payments . All payments of principal and interest hereunder shall be paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Lender or the legal holder or holders of this Note may from time to time appoint in the payment invoice or otherwise in writing, and in the absence of such appointment, then at the offices of Lender at:

Pass Creek Resources

404 Broadway, Suite 508

San Antonio, Texas

Attn: Robert Watson Jr.

Payment made by check shall be deemed paid on the date Lender receives such check; provided, however, that if such check is subsequently returned to Lender unpaid due to insufficient funds or otherwise, the payment shall not be deemed to have been made and shall continue to bear interest until collected. Notwithstanding the foregoing, the final payment due under this Note must be made by wire transfer or other final funds.

3.4               Late Charge . If any payment of interest or principal due hereunder is not made within ten (10) days after such payment is due in accordance with the terms hereof, then, in addition to the payment of the amount so due, Maker shall pay to Lender a “late charge” of five cents for each whole dollar so overdue to defray part of the cost of collection and handling such late payment. Maker agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of five cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty. Notwithstanding the foregoing, this Section 3.4 shall not be applicable to the final principal payment, if any, that is due in full upon the Maturity Date in accordance with Section 3.1(b) .

3.5               Prepayment . Provided that no Event of Default then exists, Maker reserves the right to prepay, without penalty, an any Payment Date, the unpaid principal balance of this Note, in whole or in part; provided, that (a) Maker pays, at the time of such prepayment, all accrued and unpaid interest and all other unpaid indebtedness then due, and (b) Maker acknowledges that no such amount prepaid may be reborrowed.

4.                   Events of Default . The occurrence of any one or more of the following events shall constitute an " Event of Default " under this Note:

4.1   the failure by Maker to pay (i) any installment of principal or interest payable pursuant to this Note when due, or (ii) any other amount payable to Lender under this Note or any other document within ten (10) days of the date when any such payment is due in accordance with the terms hereof or thereof; or

4.2   the occurrence of the dissolution, insolvency or winding-up, as applicable, of Maker.

5.                   Remedies . At the election of the holder hereof, and without notice, the principal balance remaining unpaid under this Note, and all unpaid interest accrued thereon and any other amounts due hereunder, shall be and become immediately due and payable in full upon the occurrence of any Event of Default. Failure to exercise this option shall not constitute a waiver of the right to exercise same in the event of any subsequent Event of Default. No holder hereof shall, by any act of omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is in writing and signed by the holder hereof, and then only to the extent specifically set forth therein. The rights, remedies and powers of the holder hereof, as provided in this Note, are cumulative and concurrent, and may be pursued singly, successively or together against Maker and any other security given at any time to secure the repayment hereof, all at the sole discretion of the holder hereof. If any attorneys are employed to collect this Note or any part hereof, Maker promises and agrees to pay all costs of collection, including reasonable attorneys' fees and court costs.

6.                   Covenants and Waivers . Maker and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii) except as expressly provided in this Note, waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of Maker, any guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of Maker, any guarantor and all others now liable for all or any part of the obligations evidenced hereby. This provision is a material inducement for Lender making the Loan to Maker.

7.                   Other General Agreements .

7.1               The Loan is a business loan which comes within the purview of applicable law. Maker agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., Section 1601, et seq.

7.2               Time is of the essence hereof.

7.3               This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of Texas. This Note may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought.

7.4               Lender shall not be construed for any purpose to be a partner, joint venturer, agent or associate of Maker or of any lessee, operator, concessionaire or licensee of Maker in the conduct of its business, and by the execution of this Note, Maker agrees to indemnify, defend, and hold Lender harmless from and against any and all damages, costs, expenses and liability that may be incurred by Lender as a result of a claim that Lender is such partner, joint venturer, agent or associate.

7.5               If this Note is executed by more than one party, the obligations and liabilities of each Maker under this Note shall be joint and several and shall be binding upon and enforceable against each Maker and their respective successors and assigns. This Note shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

7.6               If any provision of this Note is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, Maker and Lender shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect.

7.7               If the interest provisions herein shall result, at any time, in an effective rate of interest which, for any month, exceeds the limit of usury or other laws applicable to the Loan, all sums in excess of those lawfully collectible as interest of the period in question shall, without further agreement or notice between or by any party hereto, be applied upon principal immediately upon receipt of such monies by Lender, with the same force and effect as though the payer has specifically designated such extra sums to be so applied to principal and Lender had agreed to accept such extra payment(s) as a premium-free prepayment. Notwithstanding the foregoing, however, Lender may at any time and from time to time elect by notice in writing to Maker to reduce or limit the collection to such sums which, when added to the said first-stated interest, shall not result in any payments toward principal in accordance with the requirements of the preceding sentence. In no event shall any agreed to or actual exaction as consideration for this Note transcend the limits imposed or provided by the law applicable to this Note for the use or detention of money or for forbearance in seeking its collection.

7.8               Lender may at any time assign its rights in this Note, or any part thereof and transfer its rights in any or all of the collateral (if any), and Lender thereafter shall be relieved from all liability with respect to such collateral (if any). In addition, Lender may at any time sell one or more participations in the Note. Maker may not assign its interest in this Note, or any other agreement with Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of Lender.

8.                   Notices . Any notice, request or demand given or made under this Agreement or any of the Closing Documents shall be in writing and shall be hand delivered or sent by Federal Express or other reputable courier service or by postage prepaid registered or certified mail, return receipt requested, and shall be deemed given (i) when received at the following applicable addresses if hand delivered or if sent by Federal Express or other reputable courier service, and (ii) five (5) business days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt requested:

9.                   Consent to Jurisdiction . TO INDUCE LENDER TO ACCEPT THIS NOTE, MAKER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE WILL BE LITIGATED IN COURTS HAVING SITUS IN SAN ANTONIO, TEXAS. MAKER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN SAN ANTONIO, TEXAS, WAIVES PERSONAL SERVICE OF PROCESS UPON MAKER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO MAKER AT THE ADDRESS STATED IN THIS NOTE AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

10.               Waiver of Jury Trial . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY MUTUALLY (A) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM, CROSS-CLAIM, THIRD-PARTY CLAIM, DISPUTE, DEMAND, SUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) AGREE THAT ANY SUCH ACTION, CLAIM, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

11.               Option . The Maker hereby grants to the Lender (or any other subsequent holder of this Note) an option to convert the principal outstanding balance of this Note into common stock of the Maker at a pre-split cost of $0.06125 per share (the “ Option ”). The Option may be exercised within thirty (30) days after the Maker has received written notice of the Lender’s or such other subsequent holder’s intent to exercise the Option. Upon exercise of the Option, this Note shall be deemed cancelled upon the receipt by Lender, or such other subsequent holder of this Note, of the common stock shares (and all other documents or agreements in connection therewith) necessary for Lender or such other subsequent holder of this Note to become a shareholder of the Maker. Notwithstanding any other provision to the contrary contained herein or in any other document, the exercise of the Option shall be at the sole and absolute discretion of the Lender or such other subsequent holder of this Note, and Lender shall be under no obligation to exercise such Option.

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IN WITNESS WHEREOF , Maker has executed and delivered this Promissory Note as of the day and year first written above.

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Exhibit 10.4

ADDITIONAL ISSUANCE AND EXCHANGE AGREEMENT

This Additional Issuance and Exchange Agreement (this “ Agreement ”), dated as of March 26, 2018, is made pursuant to that certain Securities Purchase Agreement, dated as of March 11, 2015, as amended (the “ Purchase Agreement ”), by and between EnerJex Resources, Inc. (the “ Company ”) and Alpha Capital Anstalt (the “ Purchaser ”) for:

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.        Issuance of Preferred Stock .

2.        Documents. Except as set forth in the Certificate of Designation with respect to the Preferred Stock and the shares of Common Stock issuable under the Preferred Stock (the “ Conversion Shares ”), the rights and obligations of the parties hereto shall be identical in all respects to the rights and obligations of such Purchaser and of the Company with respect to the Series B Convertible Preferred Stock (“ Series B Preferred Stock ”) and the Underlying Shares issued and issuable pursuant to the Purchase Agreement; provided , however , subject to Section 3(f), where applicable and with respect to the unregistered characteristics of the Preferred Stock and Conversion Shares (ie. Section 4.1 as it applies to the Warrant Shares), the obligations of the Conversion Shares shall be identical to the Company’s obligations with respect to the Warrant Shares. Any rights of a Purchaser or covenants of the Company which are dependent on such Purchaser holding securities of the Company or which are determined in magnitude by such Purchaser’s purchase of securities pursuant to the Purchase Agreement shall be deemed to include any securities purchased or issuable hereunder. The Purchase Agreement is hereby amended so that the term “Preferred Stock” includes the Preferred Stock issued hereunder and “Underlying Shares” and “Warrant Shares” includes the Conversion Shares and “Subscription Amount” shall be deemed to include the Purchase Price hereunder.

3.        Representations and Warranties of the Company . The Company hereby makes to the Purchaser the following representations and warranties:

(a)        Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)        No Conflicts . The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (except as contemplated by the Security Documents) upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(c)        Issuance of the Preferred Stock . The Preferred Stock is duly authorized and, upon the execution of this Agreement by a Purchaser, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Conversion Shares at least equal to the Required Minimum on the date hereof.

(d)        Affirmation of Prior Representations and Warranties . The Company hereby represents and warrants to each Purchaser that the Company’s representations and warranties listed in Section 3.1 of the Purchase Agreement are true and correct as of the date hereof.

(e)        Affirmation of Adjustment to Series B and Series C Convertible Preferred Stock . The Company represents and warrants that, pursuant to Section 7(b) of the Certificate of Designation to the Series B Convertible Preferred Stock and the Certificate of Designation, the Conversion Price is currently $0.06125, subject to further adjustment therein.

(f)        No Duty of Confidentiality . The Company represents and warrants that all material terms of the transactions contemplated hereunder have been publicly disclosed and accordingly neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company acknowledges and agrees that the Purchaser has not owed, does not owe and will not owe, any duty of confidentiality or similar obligation under this or any agreement, whether written or oral, to the Company or any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates.

(g)        Registered Characteristics; Rule 144 Tacking . The Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act and Rule 144, the applicable holding period of the following securities of the Company held by the Purchaser (and resale status) is as follows:

(i)       Immediately upon conversion of the 8.25 Series B Preferred Stock, the Conversion Shares issuable thereunder shall be freely tradeable and free of any restrictions on resale or Securities Act legends. The holding period of the Series B Preferred Stock tacks back to the original issue date which exceeds 6 months.

(ii)       Immediately upon conversion of the 396.858 shares of Preferred Stock held by the Purchaser prior to the closing of the Merger, the Underlying Shares issuable thereunder shall be freely tradeable and free of any restrictions on resale or Securities Act legends. The holding period of such securities tacks back to the original issue date which exceeds 6 months.

(iii)       Immediately upon conversion of the 236 shares of Preferred Stock issued hereunder to the Purchaser pursuant to Section 1.(b), the Underlying Shares issuable thereunder shall be freely tradeable and free of any restrictions on resale or Securities Act legends. The holding period of such securities tacks back to the original issue date which exceeds 6 months.

(iv)       The holding period of the shares of Preferred Stock issued pursuant to Section 1(d) (and Conversion Shares thereunder upon conversion) tacks back to December __, 2017.

The Company agrees not to take any position contrary to this Section 3(f) and, promptly upon the request of the Purchaser, shall provide a legal opinion of its counsel to effect the removal of any legends or other restrictions on resale as set forth above. Upon conversion of the securities in clauses (i) through (iii) above (and (iv) if then registered or Rule 144 is available), the Company shall deliver the Conversion Shares required to be delivered by the Corporation electronically through the Depository Trust Company or another established clearing corporation performing similar functions and otherwise in compliance with Section 4.1 of the Purchase Agreement.

4.        Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants as of the date hereof to the Company as follows:

i.        Authority . The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. This Agreement has been duly executed by such Purchaser and, when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

ii.        Own Account . Such Purchaser (i) understands that the shares of Preferred Stock and Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law, (ii) is acquiring the Preferred Stock as principal for its own account and not with a view to or for distributing or reselling such shares of Preferred Stock or any part thereof in violation of the Securities Act or any applicable state securities law, (iii) has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and (iv) has no arrangement or understanding with any other persons regarding the distribution of such Preferred Stock (this representation and warranty not limiting such Purchaser’s right to sell the Conversion Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the shares of Preferred Stock hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Preferred Stock or Conversion Shares.

iii.        Purchaser Status . Such Purchaser is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

iv.        General Solicitation . Such Purchaser is not purchasing the Preferred Stock as a result of any advertisement, article, notice or other communication regarding the Preferred Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

v.        Affirmation of Prior Representations and Warranties . Such Purchaser hereby represents and warrants to the Company that its representations and warranties listed in Section 3.2 of the Purchase Agreement are true and correct as of the date hereof.

5.        Non-Public Information . The Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

6.        Effect on Transaction Documents . Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Certificate of Designation or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

7.        Registration Rights Agreement . The Company shall file a resale registration statement registering all of the shares underlying the Preferred Stock within 45 days of the closing of the Merger and cause such registration statement to be declared effective within 90 days of the closing of the Merger Agreement and maintain the effectiveness of such registration statement until the earlier of (x) the 12-month anniversary of the closing date of the Merger and (y) the first day as of which all Securities issued and sold hereunder may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 (“ 144 Date ”). In the event that the Company fails to meet any of the deadlines above, or maintain the effectiveness of the registration statement as required above, the Company shall pay the Purchaser, in cash on each monthly anniversary, liquidated damages equal to 2% per month of the Stated Value of the Preferred Stock then outstanding (pro-rata for any partial months). Additionally, if, prior to the 144 Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 Business Days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares that such Purchaser requests to be registered. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Conversion Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

8.        Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Purchaser.

9.        Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

10.        Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Purchaser. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of the Purchaser of the then-outstanding Securities. The Purchaser may assign their rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

11.        Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

12.        Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

13.        Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

14.        Headings . The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

15.        Market Standstill . From the date hereof until __ days following the date hereof, the Company), other than an Exempt Issuance, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents. Other than to the Purchaser, the Company shall not issue any additional shares of Preferred Stock after the date hereof.

[SIGNATURE PAGE FOLLOWS]

Executed as of the first date written above by the undersigned duly authorized representatives of the Company and the Purchaser:

ENERJEX RESOURCES, INC.

ALPHA CAPITAL ANSTALT

Signature of Authorized Signatory :

Name of Authorized Signatory:

Title of Authorized Signatory:

Annex A

Promissory Notes:

$50,000 Secured Promissory Note issued on July 14, 2017.

$50,000 Secured Promissory Note issued on July 27, 2017.

$125,000 Secured Promissory Note issued on August 30, 2017.

Parent Stock :

26,510,806 shares.