First
Amendment


To


General
Partnership Agreement


 


This
First Amendment to General Partnership Agreement (the "Amendment") is made and entered into, effective
as of March 30, 2012 (the "Effective Date"), by and among EnerJex
Resources, Inc., a Nevada corporation ("EnerJex"),
Viking Energy Partners, LLC, a
Texas limited liability company ("Viking"); and FL
Oil Holdings, LLC, a Florida limited liability company ("FL Oil" and, together with Viking, individually
an "Investor Partner" and together the "Investor Partners"), with reference to the following
facts:


 


Recitals:


 


A.The Partners
are the sole Partners of Rantoul Partners,
a Delaware general partnership (the "Partnership"), which was formed and exists pursuant to that certain General
Partnership Agreement by and among the Partners dated as of December 14, 2012 (the "Partnership Agreement").


 


B.EnerJex has complied
with Section 3.2(e) of the Partnership Agreement to the satisfaction of the Investor Partners.


 


C.Under Section
3.2(b)(i) of the Partnership Agreement, FL Oil was obligated to make a Capital Contribution to the Partnership on March 1, 2012.


 


D.FL Oil (i) did
not make its Capital Contribution that was due on March 1, 2012, and therefore is now an Opt-Out Partner under the Partnership
Agreement and is no longer entitled to make further Capital Contributions with respect to the Rantoul Project Assets, and (ii)
also has advised the other Partners that FL Oil is waiving and relinquishing its right under Section 3.3 of the Partnership Agreement
to participate in any oil, gas and other mineral leases (other than the Rantoul Project Assets) that are located within the Area
of Mutual Interest.


 


E.Viking has agreed
to make, on April 1, 2012, the Capital Contribution that FL Oil was to have made on March 1, 2012, and also the Capital Contribution
that FL Oil was scheduled to make to the Partnership on August 1, 2012 with respect to the Rantoul Project Assets.


 


F.Viking also has
agreed to modify the timing for, and Viking’s commitment and options with respect to, its scheduled Capital Contributions
pursuant to Section 3.2(b)(ii) and 3.2(b)(iii) of the Partnership Agreement, so that:


 


(i)Instead of having
the option to make Capital Contributions to the Partnership of One Million Dollars ($1,000,000) on August 1, 2012 and One Million
Dollars ($1,000,000) on March 1, 2013, Viking will commit to make Capital Contributions to the Partnership of Three Hundred Fifty
Thousand Dollars ($350,000) on April 1, 2012 and One Million Dollars ($1,000,000) on May 1, 2012 with respect to the Rantoul Project
Assets, and


 


(ii)Viking will have
the option, but not the obligation, to make a Capital Contribution to the Partnership of $650,000 on December 1, 2012 with respect
to the Rantoul Project Assets.


 


G.EnerJex has agreed
to modify Section 3.3(b) of the Partnership Agreement, so that Viking shall be entitled to elect to acquire a 25% direct working
interest in AMI Leases.



    	 



    	 



    

H.The Partners
have agreed to execute this Amendment in order to reflect the foregoing facts and to amend and restate Exhibit A to the Partnership
Agreement.


 


I.All capitalized
terms that appear in this Amendment and are not defined herein shall have the respective meanings ascribed thereto in the Partnership
Agreement.


 


Agreements:


 


Now,
Therefore, the parties hereto, intending to be legally bound, do hereby agree as follows:


 


		1.	Amendment of Partnership Agreement.



 


1.1FL
Oil as Opt-Out Partner. The Partners acknowledge and agree that (a) EnerJex has complied with Section 3.2(e) of the
Partnership Agreement to the satisfaction of the Investor Partners, (b) FL Oil did not make its Capital Contribution that was due
on March 1, 2012, and (c) therefore FL Oil is now an Opt-Out Partner under the Partnership Agreement and is no longer entitled
to make further Capital Contributions with respect to the Rantoul Project Assets.


 


1.2FL
Oil Waiver re Participation in Other AMI Assets. Notwithstanding any provision of the Partnership Agreement to the contrary,
FL Oil hereby waives and relinquishes all rights to participate in any oil, gas and other mineral leases (other than the Rantoul
Project Assets) that are located within the Area of Mutual Interest.


 


1.3
Additional Capital Contributions by Viking.
Viking hereby agrees to assume the obligation of FL Oil to make the Capital Contributions that FL Oil had agreed to
make under the Partnership Agreement on March 1, 2012, and on August 1, 2012. In furtherance thereof, Viking agrees that, in addition
to the Capital Contributions that Viking is scheduled to make under the Partnership Agreement:


 


(a)April
1, 2012 Supplemental Contribution. Viking shall make a Capital Contribution to the Partnership in the amount of Six
Hundred Fifty Thousand Dollars ($650,000) on April 1, 2012 with respect to the Rantoul Project Assets.


 


1.4Modification
of Scheduled Capital Contributions by Viking.


 


(a)Funding
Commitments. Viking hereby agrees that, in lieu of its scheduled Capital Contributions pursuant to Section 3.2(b)(ii)
and 3.2(b)(iii) of the Partnership Agreement, Viking will make Capital Contributions to the Partnership of Three Hundred Fifty
Thousand Dollars ($350,000) on April 1, 2012 and One Million Dollars ($1,000,000) on May 1, 2012 with respect to the Rantoul Project
Assets.


 


(b)Option
for Additional Contribution. In addition to the modification described in Section 1.4(a), above, Viking will have the
option, but not the obligation, to make a Capital Contribution to the Partnership of $650,000 on December 1, 2012 with respect
to the Rantoul Project Assets.


 


1.5Amendment
of Exhibit A. Exhibit A to the Partnership Agreement is hereby amended and restated to read as set forth on Exhibit
A to this Amendment, which revised Exhibit reflects the changes described in Section 1.3 and 1.4, above.



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1.6Modification
of Viking’s AMI Participation. EnerJex hereby agrees that under Section 3.3(b) of the Partnership Agreement, Viking
shall be entitled to elect to acquire a 25% direct working interest in AMI Leases.


 


2.             Ratification.
Except as expressly modified by Section 1, above, the Partnership Agreement is hereby ratified and confirmed and shall remain
in full force and effect.


 


3.             Miscellaneous.
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original agreement, and all of which
taken together shall constitute one agreement, notwithstanding that all of the parties are not signatories to the original or the
same counterpart. A copy of this Amendment that is executed by a party and transmitted by that party to the other party by facsimile
or as an attachment (e.g., in “.tif” or “.pdf” format) to an email shall be binding upon the signatory
to the same extent as a copy hereof containing that party’s original signature.


 


 


 


 


 


[Signatures appear on following page.]


 



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In
Witness Whereof, the undersigned have executed this Partnership Agreement effective as of the date set forth above.


 


	
        “EnerJex”

         

        EnerJex
        Resources, Inc., a Nevada corporation

         

         

         

        By___________________________________

        Robert Watson, Jr., Chief Executive Officer
	
        “Viking:”

         

        Viking
        Energy Partners, LLC, a Texas limited liability company

         

         

        By___________________________________

        Name:

        Title:

	 	
         

         

	 	
        “FL
        Oil:”

         

        FL
        Oil Holdings, LLC, a Florida limited liability company

         

         

        By___________________________________

        Name:

        Title:




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Exhibit
A


 


Partner
Invested Capital and Percentage Interests


 


Table
A-1


 


Initial
Contributions: December 14, 2011


 


	Partner	 	Initial 
Invested Capital	 	 	Initial 
Percentage Interest	 
	 EnerJex Resources, Inc.	 	$	15,000,000	 	 	 	88.250	%
	 Viking Energy Partners, LLC	 	$	2,000,000	 	 	 	10.000	%
	 FL Oil Holdings, LLC	 	$	350,000	 	 	 	1.750	%
	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	17,350,000	 	 	 	100.00	%



 


 





 






 


Table
A-2


 


Additional
Contributions Due April 1, 2012


 


	Partner	 	Additional Capital Contribution Due from Partner 
on April 1, 2012	 	 	Invested Capital After Contributions	 	 	Percentage Interest after Contribution	 
	 EnerJex Resources, Inc.	 	 	-0-	 	 	$	15,000,000	 	 	 	83.250	%
	 Viking Energy Partners, LLC	 	$	1,000,000	 	 	$	3,000,000	 	 	 	15.000	%
	 FL Oil Holdings, LLC	 	 	-0-	 	 	$	350,000	 	 	 	1.750	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	1,000,000	 	 	$	18,350,000	 	 	 	100.000	%



 



    	Exhibit
                                                                                                                                                                      A,
                                                                                                                                                                      Page
                                                                                                                                                                      1



    	 



    

 





 






 


Table
A-3


 


Additional
Contributions Due May 1, 2012


 


	Partner	 	Additional Capital Contribution Due from Partner	 	 	Invested Capital After Contribution	 	 	Percentage Interest after Contribution	 
	 EnerJex Resources, Inc.	 	 	-0-	 	 	$	15,000,000	 	 	 	78.250	%
	 Viking Energy Partners, LLC	 	$	1,000,000	 	 	$	4,000,000	 	 	 	20.000	%
	 FL Oil Holdings, LLC	 	 	-0-	 	 	$	350,000	 	 	 	1.750	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	1,000,000	 	 	$	19,350,000	 	 	 	100.000	%



 


 





 






 


Table
A-4


 


Additional
Contributions Due December 1, 2012


 


	Partner	 	Additional Capital Contribution Due from Partner	 	 	Invested Capital After Contribution	 	 	Percentage Interest after Contribution	 
	 EnerJex Resources, Inc.	 	 	-0-	 	 	$	15,000,000	 	 	 	75.000	%
	 Viking Energy Partners, LLC	 	$	650,000	 	 	$	4,650,000	 	 	 	23.250	%
	 FL Oil Holdings, LLC	 	 	-0-	 	 	$	350,000	 	 	 	1.750	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	650,000	 	 	$	20,000,000	 	 	 	100.000	%



 


 


 



    	Exhibit                                                                                                                                                                      A,
                                                                                                                                                                      Page
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