Unassociated Document


     

    Exhibit
      10.2

    

      [FORM
        OF]

      INDEMNIFICATION
        AGREEMENT

      


      THIS
        INDEMNIFICATION AGREEMENT (this “Agreement”) is made this [14th]
        day of
        [October], 200[8], between EnerJex
        Resources, Inc.,
        a
        Nevada corporation (the “Company”), and __________________________, an
        individual (“Indemnitee”).

      


      RECITALS

      


      WHEREAS,
        Indemnitee is a member of the board of directors (“Board” or “Board of
        Directors”) and/or an executive officer of the Company;

      


      WHEREAS,
        the Corporation has adopted bylaws (“Bylaws”) providing for the indemnification
        of the directors and executive officers of the Company; (“Covered
        Persons”);

      


      WHEREAS,
        the Bylaws and Nevada Revised Statute Sections 78.751 and 78.7502 (the “State
        Statutes”) specifically provide that they are not exclusive, and thereby
        contemplate that agreements may be entered into between the Company and a
        Covered Person with respect to indemnification of such Covered
        Person;

      


      WHEREAS,
        Indemnitee is willing to serve, to continue to serve, and to take on additional
        service for and on behalf of the Company on the condition that Indemnitee
        is
        indemnified as set forth in this Agreement;

      


      WHEREAS,
        it is intended that Indemnitee shall be paid promptly by the Company all
        amounts
        necessary to effectuate in full the indemnity provided in this Agreement;
        and

      


      WHEREAS,
        to induce Indemnitee to continue to serve as a director and/or executive
        officer
        of the Company has determined and agreed to enter into this Agreement with
        Indemnitee.

      


      NOW,
        THEREFORE, in consideration of Indemnitee’s continued service as a director
        and/or executive officer of the Company after the date hereof, and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the Company and Indemnitee hereby agree as follows:

      


      AGREEMENT

      


      1.
        Indemnification
        of Indemnitee.
        The
        Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest
        extent authorized or permitted by the provisions of the State Statutes, or
        any
        successor statute or amendment thereof, or any other statutory provisions
        authorizing or permitting such indemnification that is adopted after the
        date of
        this Agreement.

      


      2.
        Additional
        Indemnity.
        Subject
        only to the exclusions set forth in Section 3 of this Agreement, the Company
        hereby further agrees to hold harmless, indemnify and defend
        Indemnitee:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (a)
        against any and all expenses (including fees for attorneys, accountants,
        private
        investigators, court and transcript costs, fees and expenses of witnesses,
        travel expenses and all other like disbursements or expenses reasonably incurred
        by or for Indemnitee), judgment damages, fines, penalties and amounts paid
        in
        settlement (including all interest assessments and other charges paid or
        payable
        in connection with or in respect of such judgment, fines, penalties, or amounts
        paid in settlement) actually and reasonably incurred by or for Indemnitee
        in
        connection with any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative (including an action
        by
        or in the right of the Company) (a “Covered Action”) to which Indemnitee is made
        a party as a result of the fact that at the time of the act or omission which
        is
        the subject matter of such Covered Action the Indemnitee was a director,
        officer
        or employee of the Company, and 

      


      (b)
        otherwise to the fullest extent as may be provided to Indemnitee by the Company
        under the non-exclusivity provisions the Bylaws of the Company, the State
        Statutes or any employment agreement between the Company and the Indemnitee.
        The
        provisions of this Agreement are in addition to, and not in limitation of,
        the
        provisions of such Bylaws, the State Statutes or any employment agreement
        between the Company and the Indemnitee.

      


      3.
        Limitations
        on Additional Indemnity.
        No
        indemnity pursuant to Sections 1 and 2 of this Agreement shall be paid by
        the
        Company to the extent that:

      


      (a)
        payment therefor is actually made to Indemnitee under a valid and collectible
        insurance policy or policies, except with respect to any excess amount due
        to
        Indemnitee beyond the amount of payment to Indemnitee under such insurance
        policy or policies. Notwithstanding the availability of such insurance policy
        or
        policies, Indemnitee also may claim indemnification from the Company pursuant
        to
        this Agreement by assigning to the Company in writing any claims of Indemnitee
        under such insurance policy or policies to the extent of the amount Indemnitee
        is paid by the Company;

      


      (b)
        Indemnitee is indemnified by the Company otherwise than pursuant to this
        Agreement;

      


      (c)
        final
        judgment is rendered against Indemnitee for the payment of dividends or other
        distributions to stockholders of the Company in violation of the provisions
        of
        Subsection 2 of Nevada Revised Statutes § 78.300, as amended;

      


      (d)
        final
        judgment is rendered against Indemnitee for an accounting of profits made
        from
        the purchase or sale by Indemnitee of securities of the Company pursuant
        to the
        provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
        (the “Act”), or other similar provisions of any federal, state or local
        statutory law;

      


      (e)
        Indemnitee’s conduct giving rise to the claim for indemnification is finally
        adjudged by a court of competent jurisdiction to have been a breach of fiduciary
        duty which involved intentional misconduct, fraud or a knowing violation
        of the
        law; and/or

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (f)
        except as otherwise provided in this Agreement, in connection with all or
        any
        part of a suit or other proceeding which is initiated or maintained by or
        on
        behalf of Indemnitee, or any suit or other proceeding by Indemnitee against
        the
        Company or its directors, officers, employees or other agents, unless (i)
        such
        indemnification is expressly required by Nevada law; (ii) the suit or other
        proceeding was expressly authorized by an official act of the Board of Directors
        of the Company or (iii) such indemnification is provided by the Company,
        in its
        sole discretion, pursuant to the powers vested in the Company under Nevada
        law.

      


      4.
        Continuation
        of Indemnity.
        All
        agreements and obligations of the Company contained in this Agreement shall
        continue during the period Indemnitee is a Covered Person, and shall continue
        thereafter for so long as Indemnitee shall be subject to any possible claim
        or
        threatened, pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of the fact that Indemnitee
        was a Covered Person.

      


      5.
        Advancement
        of Expenses.
        In the
        event Indemnitee incurs costs or expenses in connection with the defense
        of any
        such civil, criminal, administrative or investigative action, suit or proceeding
        (including any costs or expenses incurred for any appeal therefor), the Company
        agrees to pay such costs or expenses within 30 calendar days of submission
        of
        bills or vouchers for such costs or expenses, provided that Indemnitee delivers
        to Company prior to such payment a written undertaking by or on behalf of
        Indemnitee to repay the amount paid by the Company, including amounts paid
        in
        settlement, if it is ultimately determined by a court of competent jurisdiction
        that Indemnitee is not entitled to be indemnified by the Company for such
        expenses under the provisions of the State Statutes, the Bylaws, this Agreement
        or otherwise. However, in the case of an action brought against Indemnitee
        by
        the Company pursuant to the provisions of Section 16(b) of the Act, or other
        similar provisions of any federal, state or local statutory law for an
        accounting of profits made from the purchase or sale by Indemnitee of securities
        of the Company, Indemnitee’s costs and expenses will not be advanced unless such
        advancement is approved by the Board of Directors by a majority vote of a
        quorum
        consisting of directors who are not parties to the action, suit or proceeding,
        or, if such a quorum cannot be obtained, by independent legal counsel in
        a
        written opinion that such indemnification is proper in the
        circumstances.

      


      6.
        Presumptions
        and Effect on Certain Proceedings.
        Upon
        making a request for indemnification, Indemnitee shall be presumed to be
        entitled to indemnification under this Agreement. The termination of any
        action,
        suit or proceeding by judgment, order, settlement, arbitration award, conviction
        or by a plea of nolo contendere or its equivalent shall not affect this
        presumption except as may be provided in Section 3 of this
        Agreement.

      


      7.
        Notification
        and Defense of Claim.
        Promptly after receipt by Indemnitee of notice of the commencement of any
        action, suit or proceeding, if a request with respect thereto is to be made
        against the Company under this Agreement, Indemnitee shall notify the Company
        of
        the commencement thereof; but the failure by Indemnitee to notify the Company
        will not relieve the Company of any liability which it may have to Indemnitee
        under this Agreement or otherwise. With respect to any such action, suit
        or
        proceeding as to which Indemnitee notifies the Company as required
        herein:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (a)
        The
        Company shall be entitled to participate therein at its own expense;
        and

      


      (b)
        Except as otherwise provided below, to the extent that it may wish, the Company,
        jointly with any other indemnifying party similarly notified, shall be entitled
        to assume the defense of Indemnitee with counsel reasonably satisfactory
        to
        Indemnitee. After notice from the Company to Indemnitee of its election to
        assume the defense of Indemnitee in the action, suit or proceeding, the Company
        will not be liable to Indemnitee under this Agreement for any legal or other
        expenses subsequently incurred by Indemnitee in connection with the defense
        thereof, other than reasonable costs of investigation or as otherwise provided
        below. Indemnitee shall have the right to employ its own counsel in such
        action,
        suit or proceeding, but the fees and expenses of such counsel incurred after
        notice from the Company of its assumption of the defense shall be at the
        sole
        expense of Indemnitee unless (i) the employment of counsel by Indemnitee
        at the
        Company’s expense has been authorized in writing by the Company; (ii) Indemnitee
        shall have reasonably concluded, upon advice of counsel experienced in such
        matters, that there may be a conflict of interest between the Company and
        Indemnitee in the conduct of the defense of such action; or (iii) the Company
        shall not in fact have employed counsel to assume the defense of such action,
        suit or proceeding. In each such instance set forth in (i) through (iii)
        of this
        paragraph (b), the reasonable cost of Indemnitee’s counsel shall be borne by the
        Company. Notwithstanding the foregoing, the Company shall not be entitled
        to
        assume the defense of any action, suit or proceeding brought against Indemnitee
        by or on behalf of the Company or as to which Indemnitee shall have reasonably
        made the conclusion provided in (ii) above.

      


      (c)
        The
        Company shall not be liable to indemnify Indemnitee under this Agreement
        for any
        amounts paid in settlement of any action or claim effected without the Company’s
        prior written consent. The Company shall not settle any action or claim in
        any
        manner that would impose any penalty or limitation on Indemnitee without
        Indemnitee’s prior written consent. Neither the Company nor Indemnitee will
        unreasonably withhold consent to any proposed settlement.

      


      8.
        Enforcement.

      


      (a)
        The
        Company expressly confirms and agrees that it has entered into this Agreement
        and assumed the obligations imposed on the Company hereby in order to induce
        Indemnitee to continue as a Covered Person, and acknowledges that Indemnitee
        is
        relying on this Agreement in continuing in such capacity.

      


      (b)
        In
        the event Indemnitee is required to bring any action to enforce his or her
        rights or to collect moneys due under this Agreement, the Company shall advance
        Indemnitee all of Indemnitee’s reasonable fees and expenses in bringing and
        pursuing such action. Indemnitee shall be responsible for reimbursement to
        the
        Company of such advance unless it is ultimately determined by a court of
        competent jurisdiction that Indemnity is entitled to be indemnified by the
        Company for such fees and expenses under the provisions of the State Statutes,
        the Bylaws, this Agreement or otherwise.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      9.
        No
        Employment Rights.
        Nothing
        in this Agreement is intended to confer on Indemnitee any right to continue
        in
        the employ of the Company for any period of time or to interfere with or
        otherwise restrict in any way the rights of the Company or of Indemnitee,
        which
        rights are hereby expressly reserved by each, to terminate Indemnitee’s service
        at any time and for any reason, with or without cause, except as may be provided
        otherwise in an agreement, if any, between the Company and
        Indemnitee.

      


      10.
        Severability.
        Each of
        the provisions of this Agreement are separate and distinct and independent
        of
        one another, so that if any provision of this Agreement shall be held by
        a court
        of competent jurisdiction to be invalid or unenforceable for any reason,
        such
        invalidity or unenforceability shall not effect the validity or enforceability
        of the other provisions of this Agreement. If any provision of this Agreement
        is
        so held to be invalid or unenforceable, the parties agree that the court
        making
        such determination shall have the power to amend such provision or to delete
        specific words or phrases so that such provision shall then be enforceable
        to
        the fullest extent permitted by law unless such change is contrary to the
        intent
        of the parties hereto.

      


      11.
        Subrogation.
        In the
        event of payment to Indemnitee under this Agreement, the Company shall be
        subrogated to the extent of the amount of such payment to all rights of recovery
        of Indemnitee, who shall execute all papers required and shall do everything
        that may be necessary or reasonable to secure such rights, including, without
        limitation, the execution of such documents necessary or reasonable to enable
        the Company to effectively bring suit to enforce such rights.

      


      12.
        Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of Nevada without resort to conflict of laws principles.

      


      13.
        Binding
        Effect; Amendment.
        This
        Agreement shall be binding on the parties, their heirs, personal
        representatives, successors and assigns, and shall inure to the benefit of
        Indemnitee, his or her heirs, personal representatives and assigns, and to
        the
        benefit of the Company, its successors and assigns. No amendment, modification,
        termination or cancellation of this Agreement shall be effective unless in
        a
        writing signed by both parties.

      


      14.
        Notices.
        All
        notices, requests, demands and other communications hereunder shall be in
        writing and shall be deemed to have been duly given (i) when delivered by
        hand
        and receipted for by the party to whom said communication shall have been
        directed or (ii), if mailed by certified or registered mail with postage
        prepaid, on the third business day after the date on which said communication
        is
        so mailed and addressed to the appropriate party at the following
        address:

       

      
        
          	
                  If
                    to Indemnitee:

                	 	 
	 	 	 
	 	 	 


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      

        
          	
                  If
                    to the Company:

                	
                  EnerJex
                    Resources, Inc.

                	 
	 	
                  27
                    Corporate Woods, Suite 350

                	 
	 	
                  10975
                    Grandview Drive

                	 
	 	
                  Overland
                    Park, Kansas 66210

                	 


        

      

        

      A
        party
        may change its address by delivering notice of such change in the manner
        set
        forth in this Section 14.

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
        as of the date first above written.

      


      


      Indemnitee:

      


      

        
          	 	 	 
	 	 	 


        

      

      


      Company:

      EnerJex
        Resources, Inc.

      a
        Nevada
        corporation

      


      


      
        	
                By:

              	 	 
	 	
                C.
                  Stephen Cochennet, 

              	 
	 	
                Chief
                  Executive Officer

              	 


      

    

     

     

    
      
        
        

      

      
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