TEXAS
CAPITAL BANK, N.A.

    


    February
10, 2010

    


    Via Facsimile and Regular
Mail

    EnerJex
Resources, Inc.

    EnerJex
Kansas, Inc.

    DD
Energy, Inc.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    Attention:
Steve Cochennet

    


    
      	
              RE:

            	
              Waiver
      Letter (“Waiver
      Letter
      ”) regarding Credit Agreement dated July 3, 2008 (as amended,
      “Credit
      Agreement”) between Texas Capital Bank, N.A., as a Bank, L/C Issuer
      and Administrative Agent (in such latter capacity and together with its
      successors and permitted assigns in such capacity, the “Administrative
      Agent”), the financial institutions from time to time parties
      thereto, and EnerJex Resources, Inc., EnerJex Kansas, Inc. and DD Energy,
      Inc. (collectively, “Borrowers”)
      (collectively, the “Parties”)

            


    

    


    Dear Mr.
Cochennet:

     

    Borrowers
have requested that the Administrative Agent and the Lenders waive certain
covenants under the Credit Agreement.  This Waiver Letter evidences
Administrative Agent’s and the Lenders’ agreement to waive any Default or Event
of Default that may have occurred in relation to Borrowers’ non-compliance with
Section 7.12(a), Current Ratio, of the Credit Agreement, solely in relation
with the fiscal quarter ending December 31, 2009.

     

    The
agreement in this Waiver Letter shall not be considered an admission or
agreement that any other modifications are contemplated by the Parties
or in any Loan Document or establish any course of dealing
between Administrative Agent or the Lenders and Borrowers with regard to
future waivers or amendments.  This Waiver Letter should not be
construed as an indication that Administrative Agent or the Lenders would be
willing to agree to any future modifications to any of the terms of the Credit
Agreement or other Loan Documents, or any waiver of any Events
of Default or Defaults that may exist or occur thereunder.

     

    This
Waiver Letter will become effective once it is fully executed by Borrowers and
delivered to Administrative Agent.

     

    If you
agree to the terms hereof, please sign and return three original counterparts of
this Waiver Letter to my attention.

     

    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                TEXAS
      CAPITAL BANK, N.A.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Moni Collins

              
	 
      	 
      	
                Moni
      Collins

              
	 
      	 
      	
                Assistant
      Vice President

              


      

    


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    

    


    ACCEPTED
AND AGREED TO THIS 10th day of February,
2010.

    


    
      
        	
                EnerJex
      Resources, Inc.

              	 
      	
                EnerJex
      Kansas, Inc.

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Steve Cochennet

              	 
      	
                By:

              	
                /s/ Steve Cochennet

              
	 
      	
                Steve
      Cochennet,

              	 
      	 
      	
                Steve
      Cochennet,

              
	 
      	
                Chief
      Executive Officer

              	 
      	 
      	
                Chief
      Executive Officer

              
	 
      	 
      	 
      
	
                DD
      Energy, Inc.

              	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Steve Cochennet

              	 
      	 
      
	 
      	
                Steve
      Cochennet,

              	 
      	 
      
	 
      	
                Chief
      Executive Officer