EXHIBIT 10.26


 


TENTH AMENDMENT TO


AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS TENTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Tenth Amendment”) is entered into and effective as of the Tenth
Amendment Closing Date (as defined below) among 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 Kansas limited liability company
(“Working Interest”), BLACK SABLE ENERGY, LLC, a Texas limited liability company
(“Black Sable”), BLACK RAVEN ENERGY, INC., a Nevada corporation (“Black
Raven”), ADENA, LLC, a Colorado limited liability company (“Adena”; together
with Parent, EnerJex Kansas, Working Interest, Black Sable and Black Raven, collectively,
“Borrowers” and each, a “Borrower”), and TEXAS CAPITAL BANK, N.A.,
a national banking association, 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”), and the several
banks and financial institutions from time to time parties to the Credit Agreement, as defined below (the
“Banks”). Capitalized terms used but not defined in this Tenth Amendment have the meaning given
them in the Credit Agreement.


 


RECITALS


 


A.               Borrowers, Administrative Agent, L/C Issuer and Banks previously entered into that certain Amended and Restated Credit Agreement
dated as of October 3, 2011, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December
14, 2011, that certain Second Amendment to Amended and Restated Credit Agreement dated as of August 31, 2012, that certain Third
Amendment to Amended and Restated Credit Agreement dated as of November 2, 2012, that certain Fourth Amendment to Amended and Restated
Credit Agreement dated as of January 24, 2013, that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of
September 30, 2013, that certain Sixth Amendment thereto dated as of November 19, 2013, that certain Seventh Amendment thereto
dated as of June 16, 2014, that certain Eighth Amendment thereto dated as of August 13, 2014, and that certain Ninth Amendment
thereto dated as of April 29, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).


 


B.             Borrowers have requested that Administrative Agent and Banks amend the Credit Agreement to, among other things, (i) allow EnerJex
Kansas to sell the Rantoul Project Assets (“Rantoul Sale”) and release EnerJex Kansas’ interests in Rantoul
Project Assets for the Liens under the Collateral Documents executed in favor of Administrative Agent, and (ii) allow for approximately
$1,300,000 of the proceeds from the Rantoul Sale to be reinvested by Borrowers in its Oil and Gas Properties as set forth on Annex
A hereto (“Reinvestment Transactions”).


 


C.             Borrowers, Administrative Agent, L/C Issuer and Banks have agreed to amend the Credit Agreement, subject to the terms and conditions
of this Tenth Amendment.


 




     


     


    

 


AGREEMENT


 


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


 


I.              Specific Amendments to Credit Agreement.


 


A.          Article
I, Definitions, of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical
order:


 


“Rantoul Sale” is defined
in Recital B of the Tenth Amendment. “Reinvestment Transactions” is defined in Recital B of the Tenth
Amendment.


 


“Tenth Amendment”
means the Tenth Amendment to Amended and Restated Credit Agreement dated effective as of the Tenth Amendment Closing Date by and
among Borrowers, Administrative Agent, L/C Issuer and Banks.


 


“Tenth Amendment Closing Date” means
August 12, 2015.


 


B.          Article
I, Definitions, of the Credit Agreement is hereby amended by revising the definition of “Conforming Borrowing Base”
in its entirety as follows:


 


“Conforming Borrowing
Base” means, as of the Tenth Amendment Closing Date, $18,000,000.


 


II.            Section 2.04, Borrowing Base Determination, of the Credit Agreement is hereby amended by replacing Section 2.04(a) with
following:


 


(a)         The
Borrowing Base in effect as of the Tenth Amendment Closing Date is $19,150,000 relative to the Proved Reserves attributable
to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction for September 1, 2015 is $50,000. The
Borrowing Base shall be automatically reduced on the first day of each month by the Monthly Borrowing Base Reduction
beginning September 1, 2015. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to
time pursuant to the provisions of this Section.


 


III.           Article VI, Affirmative Covenants, of the Credit Agreement is hereby to add the following new Section 6.30:


 


Section 6.30. Rantoul Sale.
From time to time, at the request of Administrative Agent (but in any event within 5 Business Days of such request), Borrower will
provide, in form and content satisfactory to Administrative Agent, an accounting to Administrative Agent regarding Borrowers’
use of the proceeds from the Rantoul Sale (other than to pay down the Loans) towards either (i) acquiring additional working and
net revenue interest in and/or (ii) enhancing production from, in each case, the Borrower’s Oil and Gas Properties subject
to the Liens under the Collateral Documents, as the Reinvestment Transactions.


 




    	 	2	 



     


    

 


IV.           Partial Release. Subject to the terms of this Tenth Amendment (including Section VI hereof), Administrative Agent,
on behalf of itself and the Banks, agrees to deliver execution counterparts of the Partial Release attached hereto as Annex
B.


 


V.             Consent to Certain Transactions. Subject to the terms of this Tenth Amendment (including Section VI hereof), Administrative
Agent and Banks hereby consent to (a) the Rantoul Sale and (b) the Reinvestment Transactions. The consent granted under this Tenth
Amendment shall not be considered an admission or agreement that any other modifications are contemplated by the Administrative
Agent or the Banks or in any Loan Document or establish any course of dealing between Administrative Agent or the Banks and Borrower
with regard to future consents, waivers or amendments. The consent granted under this Tenth Amendment should not be construed as
an indication that Administrative Agent or the Banks 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.


 


VI.          Conditions Precedent to Tenth Amendment. This Tenth Amendment shall be effective once each of the following conditions have
been satisfied in Administrative Agent’s sole discretion on or before the Tenth Amendment Closing Date:


 


		A.	Borrowers, Administrative Agent, L/C Issuer and Banks shall have executed and delivered this
Tenth Amendment;



 


		B.	Borrowers shall have paid to Administrative Agent (for the ratable benefit of the Banks) an aggregate
amount not less than $1,500,000 to be applied against the principal Loans;



 


		C.	Borrowers shall have paid to Administrative Agent all fees due and payable under the Credit Agreement
or as otherwise agreed; and



 


		D.	Administrative Agent shall have received, in form and content satisfactory to it, such other
assurances, certificates, documents or consents (including, to the extent applicable, consent of any Approved Counterparties in
relation to the Partial Release) related to the foregoing as Administrative Agent may request.



 


VII.          Representations,
Warranties and Covenants. Borrowers represent and warrant to Administrative Agent and Banks that (a) they possess all
requisite Corporate Power and authority to execute, deliver and comply with the terms of this Tenth Amendment, (b) this Tenth
Amendment has been duly authorized and approved by all requisite Corporate Action on the part of the Borrowers, (c) no other
consent of any Person (other than Administrative Agent and Banks) is required for this Tenth Amendment to be effective, (d)
the execution and delivery of this Tenth Amendment does not violate their Governing Documentation, (e) the
representations and warranties in each Loan Document to which they are a party are true and correct in all material respects
on and as of the Tenth Amendment Closing Date as though made on the Tenth Amendment Closing Date, (f) after giving effect to
this Tenth Amendment, they are in full compliance with all covenants and agreements contained in each Loan Document to which
they are a party, (g) after giving effect to this Tenth Amendment, no Event of Default or Default has occurred and is
continuing, and (h) no exhibit or schedule to the Credit Agreement is required to be supplemented, amended or modified in
connection with the transactions contemplated by this Tenth Amendment or any other matters occurring prior to the Tenth
Amendment Closing Date. The representations and warranties made in this Tenth Amendment shall survive the execution and
delivery of this Tenth Amendment. No investigation by Administrative Agent or any Bank is required for Administrative Agent
or any Bank to rely on the representations and warranties in this Tenth Amendment.


 






    	 	3	 



     


    

 


VIII.      
Scope of Amendment; Reaffirmation; Release. All references to the Credit Agreement shall refer to the Credit Agreement as
amended by this Tenth Amendment. Except as affected by this Tenth Amendment, the Loan Documents are unchanged and continue in full
force and effect. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Tenth
Amendment) and any other Loan Document, the terms of the Credit Agreement shall control and such other document shall be deemed
to be amended to conform to the terms of the Credit Agreement. Borrowers hereby reaffirm their obligations under the Loan Documents
to which they are a party to and agree that all Loan Documents to which they are a party to remain in full force and effect and
continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this
Tenth Amendment). BORROWERS HEREBY RELEASE, DISCHARGE AND ACQUIT ADMINISTRATIVE AGENT, L/C ISSUER AND BANKS FROM ANY AND ALL CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, REMEDIES, AND LIABILITIES OF EVERY KIND OR NATURE (INCLUDING WITHOUT LIMITATION, OFFSETS, REDUCTIONS,
REBATES, OR LENDER LIABILITY) ARISING OUT OF ANY ACT, OCCURRENCE, TRANSACTION OR OMISSION OCCURRING IN CONNECTION WITH THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS PRIOR TO THE TENTH AMENDMENT CLOSING DATE.


 


		IX.	Miscellaneous.



 


(a)               
No Waiver of Defaults. Except as expressly provided herein, this Tenth Amendment does not constitute (i) a waiver of, or
a consent to, (A) any provision of the Credit Agreement or any other Loan Document, or (B) any present or future violation of,
or default under, any provision of the Loan Documents, or (ii) a waiver of Administrative Agent’s or any Bank’s right
to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.


 


(b)              
Form. Each agreement, document, instrument or other writing to be furnished to Administrative Agent under any provision
of this Tenth Amendment, if any, must be in form and substance satisfactory to Administrative Agent and its counsel.


 


(c)               
Headings. The headings and captions used in this Tenth Amendment are for convenience only and will not be deemed to limit,
amplify or modify the terms of this Tenth Amendment, the Credit Agreement, or the other Loan Documents.


 


(d)              
Costs, Expenses and Attorneys’ Fees. Borrowers agree to pay or reimburse Administrative Agent on demand for all its
reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Tenth
Amendment, including, without limitation, the reasonable fees and disbursements of Administrative Agent’s counsel.


 




    	 	4	 



     


    

 


(e)               
Successors and Assigns. This Tenth Amendment shall be binding upon and inure to the benefit of each of the undersigned and
their respective successors and permitted assigns.


 


(f)               
Multiple Counterparts. This Tenth Amendment may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document. All counterparts must be construed together to constitute one (1) and the same instrument.
This Tenth Amendment may be transmitted and signed by facsimile or portable document file (pdf). The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall
be binding on Borrowers, Administrative Agent, L/C Issuer and Banks. Administrative Agent may also require that any such documents
and signatures be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall
not limit the effectiveness of any facsimile document or signature.


 


(g)              
Governing Law. THIS TENTH AMENDMENT AND THE OTHER LOAN DOCUMENTS MUST BE CONSTRUED, AND THEIR PERFORMANCE ENFORCED, UNDER
TEXAS LAW.


 


(h)              
Entirety. THIS TENTH AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT”
AS DEFINED IN SECTION 26.02(A) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING
TO THE SUBJECT MATTER UNDER THIS TENTH AMENDMENT AND UNDER THOSE OTHER WRITTEN DOCUMENTS AND MAY NOT BE CONTRADICTED BY EVIDENCE
OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature Pages Follow)


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF, this Tenth Amendment is executed
effective as of the Tenth Amendment Closing Date.


 


BORROWERS:


  


	ENERJEX RESOURCES, INC.	


  


	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


 


	ENERJEX KANSAS, inc,	 
	 	 	 
	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


 


	WORKING INTEREST, LLC	 
	 	 	 
	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


 


	BLACK SABLE ENERGY, LLC	 
	 	 	 
	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


 


Signature Page to Tenth Amendment 


 




     


     


    

 


BLACK RAVEN ENERGY, INC.


	 	 	 
	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


 


- and -


 


	ADENA, LLC	 
	 	 	 
	By:	/s/ Douglas M.
    Wright	 
	 	Douglas M. Wright	 
	 	Chief Financial Officer	 


  


Signature Page to
Tenth Amendment 


 




     


     


    

 


ADMINISTRATIVE AGENT AND L/C ISSUER:


  


TEXAS CAPITAL BANK, N.A.,


as Administrative Agent, IJC Issuer and a Bank


 


	By:	/s/ Gaby Ramirez	 
	 	Gaby Ramirez	 
	 	Vice President	 


 


BANKS:


 


TEXAS CAPITAL BANK, N.A.,


as Administrative Agent, I)C Issuer and a Bank


 


	By:	/s/ Gaby Ramirez	 
	 	Gaby Ramirez	 
	 	Vice President	 


 


IBERIABANK


 


	 	By:	 


Bryan C. Chapman


Executive Vice President and Energy Lending Manager


 


Signature Page to Tenth Amendment


 




     


     


    

 


ADMINISTRATIVE AGENT AND L/C ISSUER:


 


TEXAS CAPITAL BANK, N.A.,


as Administrative Agent, UC
Issuer and a Bank


 


	By: 	 
	 	 


Gaby Ramirez


Vice President


 


BANKS:


 


TEXAS CAPITAL BANK, N.A.,


as Administrative Agent, UC
Issuer and a Bank


  


	By: 	 	 


Gaby Ramirez Vice President


 


IBERIABANK


 


	 	By:	/s/ Bryan
    C. Chapman
	 	 	Bryan
    C. Chapman
	 	 	Executive Vice President and Energy Lending Manager


 


Signature Page to
Tenth Amendment


 




     


     


    

 


ANNEX A


 


(See attached.)


 




    	 	Annex A	 



     


    

 


ADENA FIELD - 2015 PROJECT COST LIST


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PAY OUT	 	 	 	 
	 	 	WELL - REPAIR	 	PUMP	 	ZONE	 	NEG-OIL	 	REPAIR COST	 	 	OIL PRICE	 	 	DAYS	 	IRR	 	VENDERS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(net)	 	 	 	 	 	 	 
	 
1
	 	 
STATE
                                         C-1
	 	 
ESP
	 	 
J-SAND
	 	 
4
	 	 	62,000	 	 	$	32.00	 	 	 
469
	 		 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY,
    POWER PLUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
2
	 	 
GEYER
                                         A-2
	 	 
ESP
	 	 
J-SAND
	 	 
12
	 	 	62,000	 	 	$	32.00	 	 	 
156
	 	 	 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER
    PLUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
3
	 	 
LAUGHLIN
                                         # 2
	 	 
ESP
	 	 
J-SAND
	 	 
10
	 	 	62,000	 	 	$	32.00	 	 	 
188
	 	 	 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER
    PLUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
4
	 	 
HOUGH
                                         B-1
	 	 
ESP
	 	 
J-SAND
	 	 
5
	 	 	62,000	 	 	$	32.00	 	 	 
375
	 	 	 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER
    PLUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
5
	 	 
GLENN
                                         C-3
	 	 
PUMP
                                         JACK
	 	 
J-SAND
	 	 
11
	 	 	13,000	 	 	$	32.00	 	 	 
28
	 	 	 	 
YETTER
                                         WELL SERVICE, WB SUPPLY, TEETER

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
6
	 	 
GLENN
                                         F-1
	 	 
ESP
	 	 
J-SAND
	 	 
8
	 	 	62,000	 	 	$	32.00	 	 	 
234
	 	 	 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER
    PLUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
7
	 	 
CLAR
                                         # 1
	 	 
PUMP
                                         JACK
	 	 
D-WATER
                                         FLOOD
	 	 
1
	 	 	13,000	 	 	$	32.00	 	 	 
313
	 	 	 	 
YETTER
                                         WELL SERVICE, WB SUPPLY, TEETER

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
8
	 	 
HOUGH
                                         A-2
	 	 
PUMP
                                         JACK
	 	 
D-SAND
	 	 
5
	 	 	20,000	 	 	$	32.00	 	 	 
63
	 	 	 	 
YETTER
                                         WELL SERVICE, WB SUPPLY, TEETER

	 
9
	 	 
HOUGH
                                         A-3
	 	 
PUMP
                                         JACK
	 	 
D-SAND
	 	 
5
	 	 	20,000	 	 	$	32.00	 	 	 
63
	 	 	 	 
YETTER
                                         WELL SERVICE, WB SUPPLY, TEETER

	TOTAL well repair	 	 	 	 	 	56	 	 	376,000	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
1
	 	DAVIS #4 - FINISH COMPLETION	 	 
ESP
	 	 
J-SAND
	 	 
10
	 	 	165,000	 	 	$	32.00	 	 	 
31
	 		 	YETTER WELL SERVICE, 
ACCELERATED, E-3 SOLUTIONS,
    WB SUPPLY, POWER PLUS
	 
2
	 	GLENN B I-1 - FINISH COMPLETION	 	 
ESP
	 	 
J-SAND
	 	 
10
	 	 	165,000	 	 	$	32.00	 	 	 
31
	 	 	 	YETTER WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER
    PLUS
	TOTAL FINISH COMPLETION	 	 	 	20	 	 	330,000	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	D WELL - ACID JOBS	 	PUMP	 	ZONE	 	NEG-OIL	 	REPAIR COST	 	 	OIL PRICE	 	 	DAYS	 	IRR	 	VENDERS
	 	 	GEYER B-1	 	PUMP JACK	 	D-SAND	 	10	 	 	20,000	 	 	$	32.00	 	 	31	 		 	YETTER WELL SERVICE, WB SUPPLY, TEETER
	TOTAL ACID JOBS	 	 	 	 	 	10	 	 	20,000	 	 	 	 	 	 	 	 	 	 	 



 


ADDITIONAL WORK NEEDED IN ADENA FIELD - NO INCREASE IN PRODUCTION


 


	 	 	COMBUSTORS FOR
    COGCC REG 7	 		 		 		 	 		 	 	 		 	 		 		 	LEED
                                         MANUFACTORS, TEETER,WB SUPPLY
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	ADENA J- BATTERY	 	 	 	 	 	 	 	 	30,000	 	 	 	 	 	 	 	 	 	 		 
	2	 	HOUGH D BATTERY	 	 	 	 	 	 	 	 	25,000	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	GEYER B-1 BATTERY	 	 	 	 	 	 	 	 	25,000	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	D-WATERFLOOD	 	 	 	 	 	 	 	 	25,000	 	 	 	 	 	 	 	 	 	 		 
	 	 	TOTAL COMBUSTERS	 	 	 	 	 	 	 	 	105,000	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	HOUGH 157 CONVERSION
    TO INJECTION	 		 		 		 	 	10,000	 	 	 		 	 		 		 	TEETER,WB
                                         SUPPLY
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 		REPLACE PRODUCTION PIPELINE
    FROM LACT UNIT	 	 	 	 	 	 	 	 	5,000	 	 	 	 	 	 	 	 	 	 	TEETER,WB
SUPPLY
	 
	 	 	AJU W-53 FAILED MIT REPAIR	 	 	 	 	 	 	 	 	25,000	 	 	 	 	 	 	 	 	 	 	YETTER
    WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER PLUS	 
	 	 	INJECTION WELL - 5 YR MIT
    DUE ON 7 WELLS	 	 	 	 	 	 	 	 	21,000	 	 	 	 	 	 	 	 	 	 	YETTER
    WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER PLUS	 
	 	 	COGCC REQUIREMENT TO MIT
    28 WELLS PER YEAR (THIS YEAR ONLY)	 	 	 	 	 	 	 	 	140,000	 	 	 	 	 	 	 	 	 	 	 
YETTER
                                         WELL SERVICE, ACCELERATED, E-3 SOLUTIONS, WB SUPPLY, POWER PLUS
	 
	 	 	TOTAL MISC ADDITIONAL	 		 	 	 	 	 	 	201,000 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	GRAND TOTAL	 		 	 	 	 	 	 	1,032,000 	 	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 







	RANK	 	DEEP PROSPECT	 	ACRES - CLOSURE	 	HEIGHT	 	AMI - ACRES	 	LEASED (GROSS/NET)	 	UNLEASED	 	CRITICAL LEASE NEEDED	 	COST ESTIMATE @ $25/ACRE	 	 	NEW ACTIVITY	 	COMMITTED - OFFERED/SPENT	 	COMMENT	 	DRILL SITE(S)	 	DETAIL ON LEASES
    NEEDED
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	AMHERST #1 & #2	 	3,150	 	75-100	 	4,800	 	3,200/3,144	 	1,656	 	Two 160 acre Tracts	 	$	16,000	 	 	Leased 80 acres @ $20/acre. Offers out on	 	will commit $6000/$1600	 	2 WELLS EARN UNDER 4,800 ACRE AMI	 	2 DRILL SITES - LEASED	 	Critical lease(s) in SE/4 Section 21. 20 acres of which
    may be difficult (S/2N/2SE/4 -Heereman Family Trust). Remaining downdip open leasehold can wait until we have drilling data.
    Need an additional 160 acre tract Section 9 -(Isochron thin)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	S. AMHERST #3	 	600	 	80	 	1,240	 	1,080/1,000	 	160	 	160 ACRES & FARMOUT	 	$	4,000	 	 	Made
    offers on 160 acres - waiting on	 	will commit $4000/ $0	 	1 WELL EARNS UNDER 1240 ACRE AMI	 	DRILL SITE LEASED - NEED 160 ACRES OFFSET	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Critical lease(s) in NW/4 Section 21 - shouldn't be a problem.
    Very critical to get deal with Omimex, preferably a Farmout. Plan to contact Omimex after we get more information about S.
    Amherst Prospect
	3	 	E. HIGHLANDS #4	 	310	 	80	 	800	 	640/640	 	160	 	Probably will need to lease	 	$	8,000	 	 	Made offer on 320 acres - waiting on	 	will commit $8000/$0	 	1 WELL EARNS UNDER 800 ACRE AMI	 	DRILL SITE LEASED	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Critical leases in E/2 Section 34 and W/2 Section 35 may be open?
    If / when we get these
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	S. AMHERST #4	 	830	 	50	 	1,760	 	800/592	 	656	 	656	 	$	20,425	 	 	Offers out on 817 acres - 208 acres leased	 	will commit $20,425/ $4160	 	1 WELL EARNS UNDER 1760 ACRE AMI	 	MAJORITY OF PROSPECT NEEDS TO BE LEASED	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	NE AMHERST AMHERST UNLEASED
    AREA EAST OF	 	1,390	 	75-100	 	NA	 	0/0	 	2560	 	2560	 	$	64,000	 	 	Checked ownership - appears to be entirely	 	waiting on budget approval	 	 	 	 	 	This Amherst East structure has drawn the attention of our new
    partners....Should have this
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MAIN STRUCTURE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	W. HIGHLANDS #5	 	500	 	80	 	1,400	 	400/400	 	1,000	 	320 ACRES	 	$	8,000	 	 	 	 	 	 	1 WELL EARNS UNDER 1,400 ACRE AMI	 	DRILL SITE LEASED - NEED 320 ADDITIONAL ACRES	 	Need two key 160 acre tracts (SE/4 Section 19 and NE/4 Section
    31). Additional leaseing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	STATELINE #6	 	720	 	55	 	1,520	 	0/0	 	1,520	 	480 ACRES	 	$	12,000	 	 	 	 	 	 	1 WELL EARNS UNDER 1,520 ACRE AMI	 	DRILL SITE NOT LEASED NEED MINIMUM OF 420 ACRES	 	This is a nice structure but is entirely unleased. lease
    summarynot avaliable at this time. We
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	S. AMHERST #5	 	580	 	50	 	1,120	 	800/800	 	320	 	320 ACRES	 	$	8,000	 	 	 	 	 	 	1 WELL EARNS UNDER 1,120 ACRE AMI	 	DRILL SITE LEASED - NEED A MINIMUM OF 320 ACRES	 	This is a lower relief structure close to the Hansen well that
    was drilled to basement (had







 



     


     


    

  


ANNEX B


 


(See attached.)


 


Annex B 




     


     


    

 


Partial
Release


 


THIS PARTIAL RELEASE (“Partial
Release”), dated effective August 12, 2015 (the “Effective Date”), is by TEXAS CAPITAL BANK, N.A.,
a national banking association (the “Mortgagee”), whose mailing address is One Riverway, Suite 2100, Houston,
Texas 77056 to ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“EnerJex Kansas”)
and WORKING INTEREST, LLC, a Kansas limited liability company (“Working Interest”, together with EnerJex
Kansas, each a “Mortgagor”, and collectively, the “Mortgagors”). Capitalized terms used but
not defined herein shall have the meaning given such terms in the Credit Agreement (as defined below).


 


WHEREAS, ENERJEX RESOURCES,
INC., a Nevada corporation (“EnerJex Resources”), Mortgagors, BLACK SABLE ENERGY, LLC, a Texas limited
liability company (“Black Sable”), BLACK RAVEN ENERGY, INC., a Nevada corporation (“Black Raven”),
ADENA, LLC, a Colorado limited liability company (“Adena”, and together with EnerJex Resources, Black Sable,
Black Raven and Mortgagors, collectively, the “Borrowers”), each of whose mailing address is 4040 Broadway,
Suite 508, San Antonio, Texas 78209, the Banks and Mortgagee, as Administrative Agent for itself and the Banks (collectively, the
“Lenders”), entered into that certain Amended and Restated Credit Agreement dated October 3, 2011, as hereafter
amended from time to time (the “Credit Agreement”);


 


WHEREAS, pursuant to the Credit
Agreement, Mortgagors executed in favor of Mortgagee, any other Collateral Documents, those certain Mortgages, recorded as set
forth on Exhibit A attached hereto (the “Subject Mortgages”); and


 


WHEREAS, the Subject Mortgages
(i) secure, in part, certain indebtedness owed by Mortgagors to Mortgagee under the Credit Agreement, more particularly described
and defined in the Subject Mortgages as “Secured Indebtedness” and (ii) cover those certain oil, gas and/or
minerals leases, wells and other assets and rights of Mortgagor, more particularly described and defined in the Subject Mortgages
as the “Mortgaged Property.”


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Mortgagee and Mortgagors, the Mortgagee
hereby partially releases the liens and security interests under the Subject Mortgages INSOFAR AND ONLY INSOFAR as to those liens
and security interests cover those certain oil and gas leases described on Exhibit B attached hereto (the “Affected
Leases”) and the interests of Mortgagors in the other assets associated with the Affected Leases (collectively, with
the Affected Leases, the “Released Interests”).


 


NOTWITHSTANDING THE FOREGOING,
IT IS SPECIFICALLY UNDERSTOOD THAT THIS IS A PARTIAL RELEASE OF THE SUBJECT MORTGAGES ONLY, AND MORTGAGEE DOES EXPRESSLY RESERVE
AND RETAIN ALL OF ITS LIENS, SECURITY INTERESTS AND OTHER RIGHTS UNDER THE SUBJECT MORTGAGES AS TO ALL OF THE MORTGAGED PROPERTY
OTHER THAN THE RELEASED INTERESTS. THE SUBJECT MORTGAGES ARE NOT OTHERWISE MODIFIED OR AMENDED. EACH MORTGAGOR DOES HEREBY ADOPT,
RATIFY AND CONFIRM THE SUBJECT MORTGAGES, AS PARTIALLY RELEASED HEREBY, IN ALL


 




    	 	1	 



     


    

 


RESPECTS. THIS PARTIAL RELEASE
IN NO MANNER AFFECTS THE OBLIGATIONS OF ANY MORTGAGOR TO PAY THE SECURED INDEBTEDNESS AND PERFORM ITS OTHER OBLIGATIONS SECURED
BY THE SUBJECT MORTGAGES ACCORDING TO THEIR TENOR AND EFFECT. THIS PARTIAL RELEASE IS MADE WITHOUT ANY REPRESENTATION OR WARRANTY
BY MORTGAGEE THAT MORTGAGEE IS THE HOLDER OF ANY LIENS, SECURITY INTERESTS OR OTHER RIGHTS IN AND TO THE MORTGAGED PROPERTY INCLUDING
THE RELEASED INTERESTS.


 


(Signature and Acknowledgment Page Follows)


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, the said
Mortgagee has caused these presents to be signed by its duly authorized representative as of the date set forth in the notary block
below but effective for all purposes as of the Effective Date.


 


MORGTAGEE:


 




Texas capital bank,
n.a, 


a national banking association





 


	By:  	 	 
	 	 	 
	Gaby Ramirez	 
	Vice
    President	 


 


	STATE OF TEXAS	)
	) ss.	 
	COUNTY OF HARRIS	)


 


BE IT REMEMBERED, That on this
day of August, 2015 before me the undersigned, a Notary Public in and for said County and State appeared Gaby Ramirez, Vice President
of Texas Capital Bank, N.A., a national banking association, who is personally known to me to be the person who executed the within
instrument of writing on behalf of said banking association and duly acknowledged the execution of the same to be the free act
and deed of said banking association.


 


IN WITNESS WHEREOF, I have hereunto
subscribed my name and affixed my official seal the day and year above written.


  


	 	 
	 	
	 	Notary Public
	My Commission Expires:	 


 


________________________


 


Signature Page to Partial Release


 




     


     


    

 


Exhibit A


 


Subject Mortgages


  


		1.	Amended and Restated Mortgage, Security Agreement, Financing
Statement and Assignment of Production and Revenues dated July 3, 2008 from EnerJex Kansas, as mortgagor, to Mortgagee, and recorded
as follows:



 


	State	 	County	 	Recording Information
	Kansas	 	Franklin	 	
        July 17, 2008

        Book 466, Page 483

	 	 	Miami	 	
        July 17, 2008

        Instrument No. 2008-03928



 


		2.	Second Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment
of Production and Revenues dated October 3, 2011 from EnerJex Kansas, as mortgagor, to Mortgagee, and recorded as follows:



 


	State	 	County	 	Recording Information
	Kansas	 	Franklin	 	
        October 13, 2011

        Instrument No. 3453

        Book 507, Page 711

	 	 	Miami	 	
        October 11, 2011

        Instrument No. 2011-03956



 


as amended by


 


		(a)	First Amendment to Second Amended and Restated Mortgage; Ratification of Liens; and Release of
Liens dated effective as of December 14, 2011 from EnerJex Kansas, as mortgagor, to Mortgagee, and recorded as follows:



 


	State	 	County	 	Recording Information
	Kansas	 	Franklin	 	
        December 29, 2011

        Instrument No. 4432

        Book 510, Page 470

	 	 	Miami	 	
        October 11, 2011

        Instrument No. 2011-03956



 


as further amended by


 


		(b)	Master Amendment, to and Ratification of, Collateral Documents dated effective as of August 13,
2014 among Borrowers and Mortgagee and recorded as follows:



 




    	 	Exhibit A – Page 1	 



     


    

 


	State	 	County	 	Recording Information
	Kansas	 	Franklin	 	
        August 21, 2014

        Instrument No. 201402805

        Book 270, Page 488

	 	 	Miami	 	
        August 21, 2014

        Instrument No. 2014-03539



 


		3.	Amended and Restated Mortgage, Security Agreement, Financing
Statement and Assignment of Production and Revenues dated October 3, 2011 from Working Interest, as mortgagor, to Mortgagee, and
recorded October 13, 2011 with the Franklin County, Kansas Register of Deeds under Instrument No. 3451, at Book 507, Page 665.



 


as amended by


 


		(a)	First Amendment to Amended and Restated Mortgage, Security Agreement, Financing Statement and
Assignment of Production and Revenues dated December 31, 2012 from Working Interest, as mortgagor, to Mortgagee, and recorded February
6, 2013 with the Franklin County, Kansas Register of Deeds under Instrument No. 481, at Book 525, Page 788.



 


		4.	Mortgage, Security Agreement, Financing Statement and
Assignment of Production and Revenues dated effective as of December 31, 2012 from Working Interest, as mortgagor, to Mortgagee
and recorded as February 6, 2013 with the Miami County, Kansas Register of Deeds under Instrument No. 2013-00673.



 


[END OF EXHIBIT A]


 




    	 	Exhibit A – Page 2	 



     


    

 


Exhibit B


 


Affected Leases


 


	Lease Name	 	Prospect	 	Legal Description	 	Section	 	Township	 	Range	 	County	 	State	 	Acres	 	Net Revenue 

Interest	 	Working

 Interest	 	Book	 	Page
	Carter A	 	Rantoul	 	E/2 SW/4, SW/4 SW/4, E/2 NW/4, W/2 NE/4	 	17	 	18S	 	21E	 	Franklin	 	Kansas	 	280	 	0.80500000	 	1.00000000	 	79	 	161
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carter B	 	Rantoul	 	E/2 E/2	 	18	 	18S	 	21E	 	Franklin	 	Kansas	 	160	 	0.80500000	 	1.00000000	 	79	 	161
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Needham	 	Rantoul	 	W/2 NW/4, NW/4 SW/4	 	17	 	18S	 	21E	 	Franklin	 	Kansas	 	120	 	0.80500000	 	1.00000000	 	79	 	395
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Orser	 	Rantoul	 	E/2 NW/4, SW/4 NW/4	 	8	 	18S	 	21E	 	Franklin	 	Kansas	 	120	 	0.80500000	 	1.00000000	 	91	 	427
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dreher	 	Rantoul	 	S/2 SE/4	 	8	 	18S	 	21E	 	Franklin	 	Kansas	 	80	 	0.79750000	 	1.00000000	 	95	 	351
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Howell-Fee	 	Rantoul	 	E/2 SW/4	 	8	 	18S	 	21E	 	Franklin	 	Kansas	 	80	 	0.79750000	 	1.00000000	 	137	 	249
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Howell-Gorges	 	Rantoul	 	E/2 SW/4 (part, 62 acres), SE/4 (part, 60 acres)	 	1	 	18S	 	21E	 	Miami	 	Kansas	 	122	 	0.79750000	 	1.00000000	 	345	 	157
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Russel	 	Rantoul	 	W/2 SE/4	 	17	 	18W	 	21E	 	Franklin	 	Kansas	 	80	 	0.80000000	 	1.00000000	 	88	 	117
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Johnston	 	Rantoul	 	E/2 SE/4	 	17	 	18S	 	21E	 	Franklin	 	Kansas	 	80	 	0.80000000	 	1.00000000	 	88	 	485
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mauslein	 	Rantoul	 	S/2	 	9	 	16S	 	21E	 	Franklin	 	Kansas	 	320	 	0.35000000	 	0.40000000	 	255	 	286


  


[END OF EXHIBIT B]  


 



    	 	Exhibit B – Page 1