Exhibit 10.2


 


LOAN SALE AGREEMENT


 


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


 


Recitals:


 


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


 


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


 


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


 


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


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 




    	 	1	 



     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Effective
Date” shall be February 17, 2017.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 


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


 


Article
II



PURCHASE AND SALE OF LOAN


 


2.01        Purchase
and Sale of Loan; Assumption of Obligations.


 


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


 


(b)          Cash
Purchase Price; Synthetic Equity.


 


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


 




    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	5	 



     


    

 


Article
III



Representations and Warranties


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 


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


 


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


 


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


 




    	 	7	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	8	 



     


    

 


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


 


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


 


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


 


Article
IV



Covenants


 


4.01       Covenants
of Seller.


 


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


 


4.02       Covenants
of Buyers and Borrower.


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 


Article
V



Limitation of Liability


 


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


 


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


 




    	 	10	 



     


    

 


Article
VI



INDEMNIFICATION AND RELEASE


 


6.01        Indemnification
and Release.


 


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


 




    	 	11	 



     


    

 


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





 




    	 	12	 



     


    

 


Article
VII



CLOSING and post-closing proceedings


 


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


 


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


 


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


 


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


 


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


 


BANK:        Texas Capital Bank, NA


      One Riverway,
Suite 200


      Houston, Texas
77056

ABA/ROUTING #: 111017979


CREDIT TO: Loan Services


CREDIT ACCOUNT 160020


FURTHER CREDIT TO LN#: 9900030626
/ 0000660399


REFERENCE: EnerJex Resources


ATTENTION: Loan Services


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


 


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


 




    	 	13	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article
VIII



GENERAL PROVISIONS


 


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


 


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


 




    	 	14	 



     


    




 


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


 


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


 


	If to Seller:	
        Texas Capital Bank, N.A.

        Attention: W. David McCarver, IV

        One Riverway, Suite 200

        Houston, Texas 77056

        Telephone: 832/308-7059

         

        With copy to:

        Jackson Walker LLP

        Attn: Frank P. McEachern

        2323 Ross Avenue, Suite 600

        Dallas, Texas 75201

        Telephone: 214/953-5717

         

	If to Buyers:	
        Please see signature page for each respective Buyer

         

        With copies to:

        Cortland Capital Market Services LLC

        225 West Washington Street, 21st Floor

        Chicago, Illinois 60606

         

	If to Borrowers:	
        EnerJex Resources, Inc.

        Attention: Chief Executive Officer

        4040 Broadway, Ste. 508

        San Antonio, TX 78209

        Telephone:  (210) 451-5546

        Facsimile No:  (210) 829-1224

         

        With copy to:

        Michael E. Pfau, Esq.

        Reicker, Pfau, Pyle & McRoy LLP

        1421 State Street, Suite B

        Santa Barbara, California 93101

        Telephone: Telephone: (805) 966-2440

        Facsimile No:  (805) 966-3320



 




    	 	15	 



     


    

 


	If to PWCM	
        PWCM Investment Company IC LLC

        614 Davis Street

        Evanston, IL  60201

        Attention: Max Itkin

        Telephone: (312) 589-6430

        Email: ops@pwcm.com

         

        With a copy to:

        Stanley Lim

        Sabhwarwal, Globus & Lim LLP

        1 Crosfield Avenue

        Suite 303

        West Nyack, NY 10994

        Telephone: (845) 634-2250



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	16	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[signature page follows]


 




    	 	17	 



     


    

 


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


 


	 	BUYERS:
	 	 
	 	PWCM Investment Company IC LLC
	 	 	 
	 	 	By:	                
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	614 Davis Street
	 	 	Evanston, IL  60201
	 	Phone:	(312) 589-6430
	 	E-Mail:	ops@pwcm.com


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 





	 	Buyer 2
	 	By:         _______ ,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 




 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 


	 	Buyer 3
	 	By: ___________,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 





	 	Buyer 4
	 	By: ___________,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 


  


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 





	 	Buyer 5
	 	By: ___________,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 


  


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 





	 	Buyer 6
	 	By: ___________,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 


	 	Buyer 7
	 	By: ___________,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	Address:	 
	 	 	 
	 	Phone:	 
	 	E-Mail:	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




     


     


    

 


	 	PWCM MASTER FUND, LTD.:
	 	 
	 	PWCM Master Fund, Ltd.
	 	 
	 	By:	 
	 	Name:  	 
	 	Its:  	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


Error! Missing test condition.




    	 	 	 



     


    

 


	 	SELLER:
	 	 
	 	Texas Capital Bank, N.A.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Its:	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	IberiaBank
	 	 
	 	By:	 
	 	Name: 	 
	 	Its:	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	BORROWERS:
	 	 
	 	EnerJex Resources, Inc.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	EnerJex Kansas, Inc.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	Working Interest, LLC
	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	Black Sable Energy, LLC
	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	Black Raven Energy, Inc.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


	 	Adena, LLC
	 	 
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Signature Page to Loan Sale Agreement

(PWCM Master Fund, Ltd)


 




    	 	 	 



     


    

 


EXHIBIT A


 


ASSIGNMENT
OF loan documents


 


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


 


Recitals


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Exhibit A - 1



     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	Exhibit A - 2



     


    

  


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


 


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


 


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


 


	 	 	ASSIGNOR:
	 	 	 
	 	 	TEXAS CAPITAL BANK, N.A.
	 	 	 
	 	 	By:	 
	 	 	Printed Name: 	W. David McCarver, IV
	 	 	Title:	Executive Vice President
	 	 	 	 
	 	 	IBERIABANK
	 	 	 	 
	 	 	By:	 
	 	 	Printed Name: 	 
	 	 	Title:	 
	 	 	 
	 	 	ASSIGNEES:
	 	 	 
	 	 	PWCM INVESTMENT COMPANY IC LLC
	 	 	 
	 	 	By:	 
	 	 	Printed Name: 	 
	 	 	Title:	 
	 	 	Address:	PWCM Investment Company IC LLC
	 	 	 	614 Davis Street
	 	 	 	Evanston, IL  60201


 




    	Exhibit A - 3



     


    

  


[ADD BLOCKS FOR EACH BUYER/ASSIGNEE]


 




    	Exhibit A - 4



     


    

 


SCHEDULE ONE


 


loan documents


 


	TAB	 	DOCUMENT
	 	 	 
	1.	 	Amended and Restated Credit Agreement among Texas Capital Bank, N.A., as Administrative Agent (“TCB”), the other financial institutions and banks party thereto from time to time, EnerJex Resources, Inc. (“EnerJex”), EnerJex Kansas, Inc. (“EnerJex Kansas”), DD Energy, Inc. (“DD Energy”), Working Interest, LLC (“Working Interest”, and Black Sable Energy, LLC (“Black Sable,” together with EnerJex, EnerJex Kansas, DD Energy and Working Interest, “Borrowers”).
	2.	 	Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues from Working Interest to and in favor of TCB (“Amended and Restated Mortgage”) with Mortgage Tax Affidavit.
	3.	 	Second Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues from EnerJex Kansas and DD Energy to and in favor of TCB (“Second Amended and Restated Mortgage”) with Mortgage Tax Affidavit.
	4.	 	Master Amendment to, and Ratification of, Collateral Documents dated August 13, 2014 (recorded in Anderson, Douglas, Franklin, Greenwood, Johnson, Linn, Miami and Woodson Counties, KS).
	5.	 	First Amendment to Amended and Restated Credit Agreement dated December 4, 2011.
	6.	 	First Amendment to Second Amended and Restated Mortgage; Ratification of Liens; and Release of Liens dated December 4, 2011 among EnerJex Kansas, DD Energy, Rantoul Partners (“Rantoul”) and TCB (“First Amendment”) with Mortgage Tax Affidavit.
	7.	 	Second Amendment to Amended and Restated Credit Agreement dated August 31, 2012.
	8.	 	Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated August 31, 2012 from Working Interest, LLC to TCB (with Mortgage Registration Tax Affidavit).
	9.	 	Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated August 31, 2012 from Black Sable Energy, LLC to TCB.
	10.	 	Third Amendment to Amended and Restated Credit Agreement dated November 2, 2012.
	11.	 	Fourth Amendment to Amended and Restated Credit Agreement dated January 24, 2014, but effective December 31, 2012.
	12.	 	First Amendment to Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues by Working Interest, as Mortgagor, and TCB, as Mortgagee (“First Amendment to WI A&R Mortgage”).


 




    	 	Schedule One – Page 1	 



     


    

  


	13.	 	Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues from Working Interest to TCB (“WI Mortgage”), with Mortgage Registration Tax Certificate.
	14.	 	Fifth Amendment to Amended and Restated Credit Agreement dated September 30, 2013.
	15.	 	Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated September 30, 2013 from Adena to Chris D. Cowan, trustee, for the benefit of Agent (in such capacity, the “Collateral Agent”)
	 	 	·       Morgan County, CO
	 	 	·       Phillips County, CO
	 	 	·       Sedgwick County, CO
	16.	 	Sixth Amendment to Amended and Restated Credit Agreement dated November 19, 2013.
	17.	 	Third Amended and Restated Note dated November 19, 2013 by Borrowers and made payable to Texas Capital Bank, N.A. in the original principal amount of $65,789,473.68.
	18.	 	Note dated November 19, 2013 by Borrowers and made payable to IBERIABANK in the original principal amount of $34,210,526.32.
	19.	 	Seventh Amendment to Amended and Restated Credit Agreement dated June 16, 2014.
	20.	 	Eighth Amendment to Amended and Restated Credit Agreement dated as of August 13, 2014.
	21.	 	Master Amendment to, and Ratification of, Collateral Documents dated as of August 13, 2014 (recorded in Anderson, Douglas, Franklin, Greenwood, Johnson, Linn, Miami, and Woodson Counties, Kansas).
	22.	 	Ninth Amendment to Amended and Restated Credit Agreement dated as of April 29, 2015.
	23.	 	Tenth Amendment to Amended and Restated Credit Agreement dated effective as of August 12, 2015.
	24.	 	First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 among Working Interest and Agent (recorded in Woodson County, KS).
	 	 	·       Mortgage Registration Tax Affidavit dated October 16, 2015 executed by Working Interest.
	25.	 	Second Amendment to Second Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 among EnerJex Kansas and Agent (recorded in Woodson County, KS).
	26.	 	First Amendment to Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 among Black Sable and Agent (recorded in Atascosa County, TX).
	27.	 	Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 from Black Sable to Agent (recorded in Frio County, TX).
	28.	 	Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 from Black Raven to Agent (recorded in Weld County, CO).


 




    	Schedule One – Page 2



     


    

  


	29.	 	Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues dated effective October 2, 2015 from Black Raven to Agent (recorded in Phillips and Sedgwick Counties, CO).
	30.	 	Eleventh Amendment to Amended and Restated Credit Agreement dated effective as of November 13, 2015.


 




    	Schedule One – Page 3



     


    

 


EXHIBIT B


 


FORM OF ALLONGE TO PROMISSORY NOTE


 


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


 


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


 


Executed as of the ________
day of February, 2017.


 


	 	[Texas Capital Bank, N.A	 
	 	 	 
	 	By:	 	 
	 	Name: 	W. David McCarver, IV	 
	 	Its:	Executive Vice President]	 
	 	 	 	 
	 	[IberiaBank	 
	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Its:	 	]


 




    Exhibit B


     


    

 


EXHIBIT C


 


FORM OF INVESTMENT LETTER


 


February __, 2017


 


Texas Capital Bank, N.A.


One Riverway, Suite 200


Houston, Texas 77056


Attn: W. David McCarver, IV


 


IberiaBank


11 E. Greenway Plaza, Suite 2900


Houston, Texas 77046


Attn: ______________________


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Exhibit C – Page 1	 



     


    

  


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


 


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


 


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


 


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


 


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


 


	 	Yours very truly,
	 	 
	 	PWCM Investment Company IC LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


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


 




    	 	Exhibit C – Page 2	 



     


    

 


EXHIBIT D


 


ASSIGNMENT OF MORTGAGE


 


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


 


	 	Texas Capital Bank, N.A.
	 	a national banking association
	 	 
	 	By:	 
	 	Name: 	W. David McCarver, IV
	 	Its:	Executive Vice President


 


MORTGAGEE ACKNOWLEDGMENTS


 


	THE STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


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


 


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


 


		 ̈	known to me



		 ̈	proved to me on the oath of _________________________



		 ̈	proved to me through Texas Driver License No. __________
expiring _______.



 


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


 


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


 


(Personalized Seal)      


 


	 	 
	 	Notary Public in and for the State of
	 	Texas


 




    	 	Exhibit D	 



     


    

 


ADDENDUM ONE


Synthetic Equity


 


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


 


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


 


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


 


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


 


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


 




    	 	Addendum One – Page 1