ex10-1.htm


    


     

    EMPLOYMENT
AGREEMENT

     

    


    THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made
and entered into as of the 1st day of
August, 2008, by and between EnerJex Resources, Inc., a
Nevada corporation (“EnerJex”), and C. Stephen Cochennet (“Cochennet”).

    


    W
I T N E S S E T H:

    


    WHEREAS, the officers,
managers and/or directors of EnerJex are of the opinion that Cochennet has
education, experience and/or expertise which is of value to EnerJex and its
owners, and

    


    WHEREAS, EnerJex and Cochennet
desire to enter into this Employment Agreement, pursuant to which Cochennet
shall be employed by EnerJex, to set forth the respective rights, duties and
obligations of the parties hereto.

    


    NOW THEREFORE, in
consideration of the promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereto
acknowledge, EnerJex and Cochennet agree as follows:

    


    
      	
              1.  

            	
              EMPLOYMENT.  EnerJex
      hereby agrees to employ Cochennet and Cochennet hereby accepts such
      employment, upon the terms and conditions hereinafter set
      forth.

            


    

    


    
      	
              2.  

            	
              TERM.  For
      purposes of this Agreement, “Term” shall
      mean the original term (as defined in Section 2.1
      below), if Renewal Term is initiated, then “Term” shall mean the renewal
      term period.

            


    

    


    
      	
              2.1  

            	
              Original
      Term: The
      Term of this Agreement shall commence on August 1, 2008 and expire on July
      31, 2011, unless sooner terminated pursuant to the terms and provisions
      herein stated.

            


    

    


    
      	
              2.2  

            	
              Renewal
      Term(s):  This
      Agreement shall automatically be extended for additional one (1) year
      renewal terms unless earlier terminated in accordance with the provisions
      of Section 6 below. Within 180 days from the end of the original contract
      either party can notify the other side if they desire to terminate the
      contract, otherwise the contract automatically renews as stated
      above.

            


    

    


    3.           COMPENSATION.

    


    
      	
              3.1  

            	
              Salary:   EnerJex shall pay
      Cochennet a base annual salary of Two Hundred Thousand Dollars ($200,000)
      per annum, payable in accordance with EnerJex’s normal policies but in no
      event less often than semi-monthly (the “Base
      Salary”).  Effective April 1, 2009 and each April 1st
      thereafter,

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Cochennet’s
Base Salary shall be reviewed and adjusted in the discretion of the Governance
Compensation and Nominating Committee of the Board of Directors of EnerJex. The
Governance, Compensation and Nominating Committee of the Board of Directors
shall have the right to increase the Base Salary more often than annually at its
sole discretion.

    


    
      	
              3.2  

            	
              Incentive
      Compensation for Fiscal Year 2009 and Future Years: Cochennet shall also
      be eligible for incentive compensation in accordance with Addendum A,
      President and Chief Executive Officer Incentive Compensation Plan,
      attached hereto and made a part hereof by this
  reference.

            


    

    


    
      	
              3.3  

            	
              Fiscal
      Year 2008 Incentive Compensation: EnerJex did not have a
      formal annual incentive plan in place covering the President and Chief
      Executive Officer for the fiscal year ended March 31, 2008.  In
      recognition of the accomplishments of this past fiscal year, EnerJex shall
      pay Cochennet a lump sum cash bonus equal to $50,000.00, less applicable
      taxes, within five (5) business days of the execution of this Agreement.
      In addition to the cash bonus, EnerJex will grant Cochennet 30,000 options
      of EnerJex common stock priced at $6.25 per share upon execution of this
      agreement. The options will vest immediately and will have a three year
      term.

            


    

    


    
      	
              3.4  

            	
              Signing
      Bonus: As a
      signing bonus, Cochennet shall be paid a one-time bonus equal to 45,000
      options of EnerJex common stock priced at $6.25 per share.  The
      options shall vest based on the following schedule: 10,000 options shall
      vest on July 1, 2009; 15,000 options shall vest on July 1, 2010; and
      20,000 options shall vest on July 1, 2011. The options will be exercisable
      for a three year term following the vesting date. Cochennet must be
      employed by EnerJex on the above vesting dates for these options to be
      vested.

            


    

    


    
      	
              3.5  

            	
              Equity
      Incentive Plans:  Cochennet shall be eligible to
      participate in EnerJex’s equity incentive plans during the term of
      employment as determined by the Governance, Compensation and Nominating
      Committee of the Board of Directors.  EnerJex anticipates
      approaching the shareholders to amend or adopt a plan which will authorize
      issuance of restricted shares of common stock of EnerJex to be used in
      incentive compensation programs.

            


    

    


    4.           EMPLOYEE
BENEFITS.

    


    
      	
              4.1  

            	
              General
      Benefits:  Cochennet
      shall be entitled to receive or participate in all benefit plans and
      programs of EnerJex made available from time to time to executives or
      senior management of EnerJex, including but not limited to, dental and
      medical insurance, pension and profit sharing plans, 401(k) plans,
      incentive savings plans, stock option plans, group
  life

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    insurance,
salary continuation plans, disability coverage and other fringe
benefits.

    


    
      	
              4.2  

            	
              Long-term
      Disability Insurance: If EnerJex does not
      maintain a long term disability plan for its executives and senior
      management, Cochennet may seek out and obtain individual long-term
      disability insurance (covering a disability lasting for over 180 days) and
      EnerJex shall pay for and maintain such insurance for the Term of this
      Agreement, including any Renewal Term(s), sufficient to pay Cochennet an
      amount up to 50% of his base salary for the period of
      incapacity.  Notwithstanding the foregoing, in no event shall
      EnerJex’s annual payment for such coverage exceed $2,000.00 per year,
      unless otherwise approved by the Governance, Compensation and Nominating
      Committee of the Board of
Directors.

            


    

    


    
      	
              4.3  

            	
              Director
      and Officer Insurance: EnerJex shall use
      commercially reasonable efforts to purchase and maintain a Directors and
      Officers liability insurance policy on terms and conditions deemed
      acceptable by the Board of Directors, acting in good faith, which policy
      shall cover Cochennet at all times during his employment Term, including
      any Renewal Term(s). Such liability insurance shall be at a value of a
      minimum of One Million dollars
($1,000,000).

            


    

    


    
      	
              4.4  

            	
              Business
      Expense:  Cochennet
      shall be entitled to receive proper reimbursement for all reasonable
      out-of-pocket expenses incurred for purposes of paying business expenses,
      including without limitation, business travel, entertainment, lodging and
      similar activities directly by Cochennet in performing Cochennet’s duties
      and obligations under this Agreement, including those expenses incurred
      for the use of a company cell phone and home office.  EnerJex
      shall pay or reimburse such expenses on at least a monthly basis, upon
      submission by Cochennet of appropriate receipts, vouchers or other
      documents in accordance with EnerJex’s
policy.

            


    

    


    
      	
              4.5  

            	
              Automobile
      Expenses:
      EnerJex shall provide Cochennet with either (i) a corporate vehicle
      owned or leased by EnerJex, or (ii) an allowance of up to $1,000.00 per
      month for the lease or purchase payments. In addition, EnerJex shall pay
      for all expenses relating to Cochennet’s operation and use of an
      automobile in the course of performing duties and obligations under this
      Agreement.  EnerJex shall pay or reimburse such expenses on at
      least a monthly basis, upon submission by Cochennet of appropriate
      receipts, vouchers or other documents in accordance with EnerJex’s
      policy.

            


    

    


    
      	
              4.6  

            	
              Vacation:  Cochennet
      shall be entitled during the Term of this Agreement to four (4) weeks
      vacation per year during which time Cochennet’s compensation will be paid
      in full.  In an effort to keep Cochennet
  fresh

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    and
alert, Cochennet should make every effort to use allotted vacation time and
there shall be no carry forward of unused days.  Cochennet may take
the vacation periods at any time during the year as long as Cochennet schedules
time off as to not create hardship on EnerJex.  In addition, Cochennet
shall have such other days off, including paid sick leave and paid holidays, in
accordance with EnerJex’s policy.

    


    5.           DUTIES/SERVICE.

    


    
      	
              5.1  

            	
              Position: Cochennet is employed
      as President and Chief Executive Officer and a nominated Member of the
      Board of Directors and
      shall perform such services and duties as are defined in Addendum B, Job
      Description, attached hereto, and as are normally associated with such
      position, subject to the direction, supervision and rules and regulations
      of EnerJex.

            


    

    


    
      	
              5.2  

            	
              Place
      of Employment:
      The place of Cochennet’s employment and the performance of
      Cochennet’s duties will be at EnerJex’s corporate headquarters and at
      Cochennet’s home office or at such location as agreed upon by EnerJex and
      Cochennet.

            


    

    


    
      	
              5.3  

            	
              Extent
      of Services: Cochennet shall at all
      times and to the best of his ability perform his duties and obligations
      under this Agreement in a reasonable manner consistent with the interests
      of EnerJex.  The precise services of Cochennet may be extended
      or curtailed, from time to time at the discretion of EnerJex, and
      Cochennet agrees to render such different and/or additional services of a
      similar nature as may be assigned from time to time by
      EnerJex.  However, EnerJex shall not materially alter
      Cochennet’s title, duties, obligations or responsibilities or transfer
      Cochennet outside of the Kansas City, Missouri area without Cochennet’s
      prior written consent.

            


    

    


    5.3.1 Except as
otherwise agreed by EnerJex and Cochennet in writing, it is expressly understood
and agreed that Cochennet’s employment is fulltime and of a critical nature to
the success of EnerJex and is therefore exclusive.  Cochennet may not
be employed by other entities, except for subsidiaries of EnerJex, or otherwise
perform duties and undertakings on behalf of others or for his own interest
unless pre-approved by the Board of Directors. EnerJex acknowledges that
Cochennet presently, or may in the future, serve on the Board of Directors,
provide consulting services for or be an executive officer of other companies
and such action shall not be a breach of this section; provided, however, that such
companies are: (a) listed on Addendum C, attached
hereto; and (b) do not compete with EnerJex or interfere with the performance of
Cochennet’s duties pursuant to this Agreement, as determined in the reasonable
judgment of the Board of Directors.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    5.3.2 Additionally,
EnerJex recognizes that Cochennet has, or may have in the future, equity
positions in other companies, which either: (a) are listed on Addendum C attached
hereto; or (b) do not compete with EnerJex in the reasonable judgment of the
Board of Directors.  EnerJex recognizes that such equity positions may
occasionally require some limited attention from Cochennet during normal
business hours.  However, Cochennet agrees that if such time is
considered excessive by the Board of Directors, Cochennet shall be so advised
and noticed by EnerJex and Cochennet shall be required to make appropriate
adjustments to ensure his duties and obligations under this Agreement are
fulfilled.

    


    
      	
              6.  

            	
              TERMINATION.  The Term of
      this Agreement shall end upon its expiration pursuant to Section 2
      hereof, provided that this Agreement shall terminate prior to such date:
      (a) upon Cochennet’s resignation, death or permanent disability or
      incapacity; or (b) by EnerJex at any time for “Cause” (as
      defined in Section 6.4
      below) or without Cause.

            


    

    


    
      	
              6.1  

            	
              By
      Resignation.  If
      Cochennet resigns with “Good Reason”
      (as defined below) this Agreement shall terminate but Cochennet shall be
      entitled to receive:

            


    

    


    (a)           a
lump sum payment equal to all earned but unpaid Base Salary through the date of
termination of employment,

    


    (b)           a
lump sum payment equal to the lesser of (i) 12-months Base Salary or (ii) the
Base Salary Cochennet would have received had he remained in employment through
the end of the then existing Term;

    


    (c)           a
lump sum payment equal to the annual incentive amount (assuming achievement at
100% of target) that Cochennet would have earned if he had remained employed
through June 30th
following the last day of the current fiscal year; and

    


    (d)           immediate
vesting of all equity awards (including but not limited to stock options and
restricted shares).

    


    For
purposes of this Agreement, “Good Reason” means
any of the following if the same shall occur without Cochennet’s express written
consent:

    


    
      	
              (i)  

            	
              a
      material diminution in Cochennet’s Base
Salary;

            


    

    


    
      	
              (ii)  

            	
              a
      material diminution in Cochennet's authority, duties, or responsibilities,
      including a requirement that Cochennet report to
  a

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    corporate
officer or employee instead of reporting directly to the Board of Directors of
EnerJex;

    


    
      	
              (iii)  

            	
              a
      material change in the geographic location at which Cochennet must perform
      the services for which he is
employed;

            


    

    


    
      	
              (iv)  

            	
              any
      other action or inaction that constitutes a material breach by EnerJex
      under this Agreement; or

            


    

    


    
      	
              (v)  

            	
              Cochennet
      resigns within twelve (12) months of a Change of Control (as defined in
      Section 7).

            


    

    


    Cochennet
shall be required to provide notice to EnerJex of the existence of any of the
foregoing conditions within 30 days of the initial existence of the condition,
upon the notice of which EnerJex shall have a period of 30 days during which it
may remedy the condition without giving rise to the obligations under this
Section 6.1.

    


    If
Cochennet resigns without Good Reason,
Cochennet shall be entitled to receive all earned but unpaid Base Salary through
the date of termination of employment.

    


    
      	
              6.2  

            	
              By
      Reason of Incapacity or Disability: If Cochennet becomes
      so incapacitated by reason of accident, illness, or other disability that
      Cochennet is unable to carry on substantially all of the normal duties and
      obligations of Cochennet under this Agreement for a continuous period of
      one-hundred-eighty (180) days (the “Incapacity
      Period”), this Agreement shall terminate but Cochennet shall be
      entitled to receive:

            


    

    


    (a)           a
lump sum payment equal to all earned but unpaid Base Salary through the date of
termination of employment,

    


    (b)           a
lump sum payment equal to the annual incentive amount (assuming achievement at
100% of target but pro rated based on the number of days worked during the
fiscal year) that Cochennet would have earned if he had remained employed
through June 30th
following the last day of the current fiscal year; and

    


    (c)           a
lump sum payment equal to an amount equal to six (6) months Base
Salary.

    


    For
purposes of the foregoing, Cochennet’s permanent disability or incapacity shall
be determined in accordance with the disability insurance policy covering
Cochennet, if such a policy is then in effect, or if no such policy is then in
effect, such permanent disability or incapacity shall be determined by EnerJex’s
Board of Directors in its good faith judgment


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    based
upon Cochennet’s inability to perform normal and reasonable duties and
obligations.

    


    
      	
              6.3  

            	
              By
      Reason of Death:  If
      Cochennet dies during the Term of this Agreement, EnerJex shall pay to
      Cochennet’s estate:

            


    

    


    (a)           a
lump sum payment equal to all earned but unpaid Base Salary through the date
Cochennet’s death,

    


    (b)           a
lump sum payment equal to the annual incentive amount (assuming achievement at
100% of target but pro rated based on the number of days worked during the
fiscal year) that Cochennet would have earned if he had remained employed
through June 30th
following the last day of the current fiscal year; and

    


    (c)           a
lump sum payment equal to an amount equal to six (6) months Base
Salary.

    


    Other
death benefits will be determined in accordance with the terms of EnerJex’s
benefit plans and programs.

    


    
      	
              6.4  

            	
              For
      Cause.  If the Term
      of this Agreement is terminated by EnerJex for Cause, Cochennet shall be
      entitled to receive all earned but unpaid Base Salary through the date of
      termination of employment.  However, if a dispute arises between
      EnerJex and Cochennet that is not resolved within sixty (60) days and
      neither party initiates arbitration proceedings pursuant to Section 13.8,
      EnerJex shall have the option to pay Cochennet a lump sum payment equal to
      six (6) months Base Salary (the “Severance
      Payment”) in lieu of any and all other amounts or payments to which
      Cochennet may be entitled relating to his employment with
      EnerJex.  Such determination to pay the Severance Payment shall
      be made in the reasonable judgment of the Board of
      Directors.  If EnerJex elects to make a payment to Cochennet of
      the Severance Payment, the parties hereto agree that such Severance
      Payment and the payment provided by Section 6.6
      shall be Cochennet’s complete and exclusive remedy for such a termination
      for Cause.

            


    

    


    For
purposes of this Agreement, “Cause” shall
mean:

    


    
      	
              (i)  

            	
              an
      adjudication of Cochennet’s fraud, theft or dishonesty with respect to
      EnerJex;

            


    

    


    
      	
              (ii)  

            	
              Cochennet’s
      conviction of a felony, a crime involving moral turpitude or other act
      causing material harm to EnerJex’s standing and
  reputation;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              (iii)  

            	
              Cochennet’s
      continued material failure to perform Cochennet’s duties to EnerJex after
      thirty (30) days’ written notice thereof to Cochennet;
  or

            


    

    


    
      	
              (iv)  

            	
              gross
      negligence or willful misconduct by Cochennet with respect to
      EnerJex.

            


    

    


    
      	
              6.5  

            	
              Without
      Cause. If
      EnerJex terminates Cochennet’s employment without Cause, Cochennet shall
      be entitled to receive:

            


    

    


    (a)           a
lump sum payment equal to all earned but unpaid Base Salary through the date of
termination of employment,

    


    (b)           a
lump sum payment equal to the annual incentive amount (assuming achievement at
100% of target) that Cochennet would have earned if he had remained employed
through June 30th
following the last day of the current fiscal year;

    


    (c)           a
lump sum payment equal to an amount equal to the lesser of (i) 12-months Base
Salary or (ii) the Base Salary Cochennet would have received had he remained in
employment through the end of the then existing Term; and

    


    (d)           immediate
vesting of all equity awards (including but not limited to stock options and
restricted shares).

    


    
      	
              6.6  

            	
              Effect
      of Termination on Unused Vacation Time:  Upon the
      termination of this Agreement, unless termination is for Cause, Cochennet
      shall also have the right to receive any accrued but unused vacation time
      for that current fiscal year, and any benefits vested under the terms of
      any applicable benefit plans.

            


    

    


    
      	
              6.7  

            	
              Time
      of Payment:  Any amounts payable under this Section 6
      shall be paid in a single lump sum within 30 days following Cochennet’s
      termination of employment.

            


    

    


    
      	
              6.8  

            	
              Release
      and Waiver.  Notwithstanding the preceding provisions of
      this Section 6 or any other provision in this Agreement to the contrary,
      Cochennet’s entitlement to any post-termination payment under this
      Agreement shall be subject to and conditioned upon Cochennet’s execution
      of a release and waiver of claims on the form reasonably acceptable to
      EnerJex.

            


    

    


    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    
      	
              7.  

            	
              CHANGE OF
      CONTROL.

            


    

    


    For
purposes of this Agreement a “Change of Control” shall mean:

    


    
      	
               
      

            	
              (i)

            	
              The
      consummation of a merger or consolidation of EnerJex with or into another
      entity or any other corporate reorganization, if more than 50% of the
      combined voting power of the continuing or surviving entity’s securities
      outstanding immediately after such merger, consolidation or other
      reorganization is owned by persons who were not stockholders of EnerJex
      immediately prior to such merger, consolidation or other
      reorganization;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      sale, transfer or other disposition of all or substantially all of
      EnerJex’s assets; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      date that 40% or more of the current members of the Board of Directors as
      of the date of this Agreement are replaced by directors who are not
      currently members of the Board of
Directors.

            


    

    


    A
transaction shall not constitute a Change of Control if (i) its purpose is to
change the state of EnerJex’s incorporation or to create a holding company that
will be owned in substantially the same proportions by the persons who held
EnerJex’s securities immediately before such transaction, (ii) create a separate
entity, such as an MLP for holding certain assets of EnerJex, or (iii) if the
Change of Control is the result of a bona fide public offering of EnerJex’s
securities or other form of capital raising transaction conducted by EnerJex or
its assigns within twelve (12) months from the date of this Agreement; other
than the public offering on Form S-1 originally filed with the Securities and
Exchange Commission on or about April 9, 2008.

    


    
      	
              8.  

            	
              COVENANT
      TO NOT COMPETE AND NON-SOLICITATION.

            


    

    


    
      	
              8.1  

            	
              If
      Termination is for Cause. If Cochennet is
      terminated for Cause, Cochennet shall not, directly or indirectly, either
      during the Term or for a period of twenty-four (24) months thereafter,
      engage in any Competitive Business (as defined below), or any
      energy-related business, in the mid-continent region (Kansas, Missouri,
      North Texas, Oklahoma, Wyoming, Montana, Nebraska and Arkansas) of the
      United States; provided, however, that the ownership of less than five
      percent (5%) of the outstanding capital stock of a corporation whose
      shares are traded on a national securities exchange or on the
      over-the-counter market or the ownership shall not be deemed engaging any
      Competitive Business. “Competitive Business” shall mean the oil and
      natural gas industry, including oil and gas leasing, drilling, and other
      operations, syndication and marketing of partnership or other investments
      related to oil and natural gas operations, or any other business
      activities that are the same as

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    or
similar to EnerJex’s concept as it exists on the Effective Date or on the
Termination Date.

    


    
      	
              8.2  

            	
              If
      Cochennet Resigns for “Good Reason” or is Terminated Without
      Cause. If
      Cochennet resigns for “Good Reason” or Cochennet is terminated without
      Cause, Cochennet shall not be restricted under any non-compete provision
      of this Agreement other than Section 8.3, which will remain in force for
      eighteen (18) months.

            


    

    


    
      	
              8.3  

            	
              Non-Solicitation;
      Agreement not to Hire/be Hired. Cochennet understands
      and appreciates that EnerJex invests a tremendous amount of time, energy,
      resources and expertise in the training and education of its employees to
      be able to operate its operations. Further, Cochennet understands that in
      the event an employee of EnerJex, or any of its operating subsidiaries, is
      enticed to leave, then EnerJex shall be damaged in an amount the Parties
      are not capable of calculating at the present time. Therefore, Cochennet
      agrees, that during any non-compete period set forth under Section 8.1
      above, that he will not offer employment or contractor status to any
      employee or contractor or affiliated person of EnerJex, or accept
      employment or contractor status from any employee or contractor or
      affiliated person of EnerJex; or its operating subsidiaries, nor to allow
      any person or entity affiliated with Cochennet to offer such employment
      status with Cochennet or any other concern, venture or entity with whom
      Cochennet may be employed by, associated or hold a more than five percent
      (5%) ownership position in.

            


    

    


    
      	
              9.  

            	
              TRADE SECRETS AND
      CONFIDENTIALITY:

            


    

    


    
      	
              9.1  

            	
              Nondisclosure. Without the prior
      written consent of EnerJex, Cochennet shall not, at any time, either
      during or after the term of this Agreement, directly or indirectly,
      divulge or disclose to any person, firm, association, or corporation, or
      use for Cochennet’s own benefit, gain, or otherwise, any customer lists,
      plans, products, data, results of tests and data, or any other trade
      secrets or confidential materials or like information (collectively
      referred to as the “Confidential Information”) of EnerJex and/or its
      Affiliates, as hereinafter defined, it being the intent of EnerJex, with
      which intent Cochennet hereby agrees, to restrict Cochennet from
      disseminating or using any like information that is unpublished or not
      readily available to the general
public.

            


    

    


    Definition of Affiliate. For
purposes of this Agreement, the term “Affiliate” shall mean any entity,
individual, firm, or corporation, directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with
EnerJex.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              9.2  

            	
              Notice
      of Compelled Disclosure. If, at any time,
      Cochennet becomes legally compelled (by deposition, interrogatory, request
      for documents, subpoena, civil investigative demand, or similar process or
      otherwise) to disclose any of the Confidential Information, Cochennet
      shall provide EnerJex with prompt, prior written notice of such
      requirement so that EnerJex may seek a protective order or other
      appropriate remedy and/or waive compliance with the terms of this
      Agreement. In the event that such protective order or other remedy is not
      obtained, that EnerJex waives compliance with the provisions hereof,
      Cochennet agrees to furnish only that portion of the Confidential
      Information which Cochennet is advised by written opinion of counsel is
      legally required and exercise Cochennet’s best efforts to obtain assurance
      that confidential treatment will be accorded such Confidential
      Information. In any event, Cochennet shall not oppose action by EnerJex to
      obtain an appropriate protective order or other reliable assurance that
      confidential treatment will be accorded the Confidential
      Information.

            


    

    


    
      	
              9.3  

            	
              Assurance
      of Compliance. Cochennet agrees to
      represent to EnerJex, in writing, at any time that EnerJex so request,
      that Cochennet has complied with the provisions of this section, or any
      other section of this Agreement.

            


    

    


    
      	
              10.  

            	
              INDEMNIFICATION
      OF COCHENNET: EnerJex shall, to the
      maximum extent permitted by law, indemnify and hold Cochennet harmless
      against expenses, including reasonable attorney’s fees, judgments, fines,
      settlement, and other amounts actually and reasonably incurred in
      connection with any proceeding arising by reason of Cochennet’s employment
      by EnerJex. Further, EnerJex shall advance to Cochennet any expense
      incurred in defending such proceeding to the maximum extent permitted by
      law.

            


    

    


    
      	
              11.  

            	
              RETURN
      OF ENERJEX PROPERTY: Cochennet agrees that
      upon any termination of his employment, Cochennet shall return to EnerJex
      within a reasonable time not to exceed forty-eight (48) hours, any of
      EnerJex’s property in his possession or under his control, including but
      not limited to, all lists, books, records, data, and other information
      (including all copies thereof in whatever form or media) of every kind
      relating to or connected with EnerJex or its Affiliates and their
      activities, business and customers, computer/office automation equipment,
      records and names, addresses, and other information with regard to
      customers or potential customers of EnerJex with whom Cochennet has had
      contact or done business.

            


    

    


    
      	
              12.  

            	
              RELATIONSHIP
      OF PARTIES:
      The parties intend that this Agreement create an Employee-Employer
      relationship between the parties.

            


    

    


    
      	
              13.  

            	
              NOTICES:  All
      notices, required and demands and other communications hereunder must be
      in writing and shall be deemed to have been duly given
  when

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    personally
delivered or when placed in the United States Mail and forwarded by Registered
or Certified Mail, Return Receipt Requested, postage prepaid, or when forwarded
via reputable overnight carrier, addressed to the party to whom such notices is
being given at the following address:

    


    As to
EnerJex:                  EnerJex
Resources, Inc.

    7300 W.
110th, 7th
Floor

    Overland
Park, Kansas  66210

    Attn:
Chairman of the Governance, Compensation and Nominating Committee of the Board
of Directors

    


         with copy
to:                  Husch
Blackwell Sanders LLP

    4801 Main Street, Suite
1000

    Kansas City,
MO  64112

    Attn:  Jeffrey T. Haughey,
Partner

    


    As to
Cochennet:              C.
Stephen Cochennet

    12101 NW Crooked Road

    Parkville, Missouri 64152

    


    Address Change: Any party may
change the address(es) at which notices to it or him, as the case may be, are to
be sent by giving the notice of such change to the other parties in accordance
with this Section
13.

    


    14. MISCELLANEOUS:

    


    
      	
              14.1  

            	
              Entire
      Agreement.  This
      Agreement and the Addendums hereto contain the entire agreement of the
      parties.  This Agreement may not be altered, amended or modified
      except in writing duly executed by the
parties.

            


    

    


    
      	
              14.2  

            	
              Assignment.  Neither
      party, without the written consent of the other party, can assign this
      Agreement.

            


    

    


    
      	
              14.3  

            	
              Binding.  This
      Agreement shall be binding upon and inure to the benefit of the parties,
      their personal representative, successors and
  assigns.

            


    

    


    
      	
              14.4  

            	
              No
      Waiver.  The waiver
      of the breach of any covenant or condition herein shall in no way operate
      as a continuing or permanent waiver of the same or similar covenant or
      condition.  Any waiver must be in writing and signed by the
      party granting the waiver.

            


    

    


    
      	
              14.5  

            	
              Severability.  If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, the remaining provisions will continue in full force without being
      impaired or invalidated in any way.  The parties hereto agree to
      replace any invalid provision with a valid provision which most closely
      approximates the intent of the invalid
  provision.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    
      	
              14.6  

            	
              Interpretation.  This
      Agreement shall not be construed more strongly against any party hereto
      regardless of which party may have been more responsible for the
      preparation of Agreement.

            


    

    


    
      	
              14.7  

            	
              Governing
      Law.  This
      Agreement shall be governed by and construed under the laws of the State
      of Kansas, without reference to the choice of law principles
      thereof.

            


    

    


    
      	
              14.8  

            	
              Arbitration.

            


    

    


    
      	
              14.8.1  

            	
              Any
      controversy, dispute or claim of whatever nature in any way arising out of
      or relating to Cochennet’s employment with EnerJex, including, without
      limitation (except as expressly excluded below in Section 14.8.2)
      any claims or disputes by Cochennet against EnerJex, or by EnerJex against
      Cochennet, concerning, arising out of or relating to the separation of
      that employment; any other adverse personnel action by EnerJex; any
      federal, state or local law, statute or regulation prohibiting employment
      discrimination or harassment; any public policy; any EnerJex disciplinary
      action; any EnerJex decision regarding a EnerJex policy or practice,
      including but not limited to Cochennet’s compensation or other benefits;
      and any other claim for personal, emotional, physical or economic injury
      (individually or collectively, “Covered
      Claims”) shall be resolved, at the request of any party to this
      Agreement, by final and binding arbitration in Kansas City, Missouri
      before Judicial Arbitration Mediation Services (“JAMS”) in
      accordance with JAMS’ then-current policies and procedures for arbitration
      of employment disputes.

            


    

    


    
      	
              14.8.2  

            	
              The
      only claims or disputes excluded from binding arbitration under this
      Agreement are the following: any claim by Cochennet for workers’
      compensation benefits or for benefits under a EnerJex plan that provides
      its own arbitration procedure; and any claim by either party for equitable
      relief, including but not limited to, a temporary restraining order,
      preliminary injunction or permanent injunction against the other
      party.

            


    

    


    
      	
              14.8.3  

            	
              This
      agreement to submit all Covered Claims to binding arbitration in no way
      alters the exclusivity of Cochennet’s remedy under Section 6.5 in
      the event of any termination without Cause or the exclusivity of
      Cochennet’s remedy under Section 6.4
      in the event of any termination with Cause, and does not require EnerJex
      to provide Cochennet with any type of progressive
    discipline.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	
              14.9  

            	
              Taxes.  EnerJex
      is authorized to withhold from any payment or benefit provided hereunder,
      the amount of withholding taxes due any federal, state or local authority
      in respect of such benefit or payment and to take such other action as may
      be necessary in the opinion of EnerJex to satisfy all obligations for the
      payment of such withholding taxes.  In the event EnerJex does
      not make such deductions or withholdings, Cochennet shall indemnify
      EnerJex for any amounts paid with respect to any such taxes, together with
      any interest, penalties and related expenses thereto.  Cochennet
      acknowledges that no oral or written representation of fact or opinion has
      been made to him by EnerJex or its attorneys regarding the tax treatment
      or consequences of any payment made under this
      Agreement.  Cochennet acknowledges and agrees that to the extent
      any liability or responsibility exists for Cochennet’s federal, state and
      local income or other taxes, such liability or responsibility rests solely
      with him. Cochennet further agrees to indemnify and hold harmless EnerJex
      in connection with any liability incurred by EnerJex in connection with
      any tax or taxes for which Cochennet is
  responsible.

            


    

    


    
      	
              14.10  

            	
              Section
      409A of the Internal Revenue Code.  To the extent
      applicable, this Agreement shall be interpreted, construed and operated in
      accordance with the Section 409A of the Internal Revenue Code, and the
      Treasury regulations and other guidance issued thereunder.  Any
      reference to termination of employment, severance from employment or
      similar terms shall mean and be interpreted as a “separation from service”
      as defined (as defined in Treasury Regulation §1.409A-1(h)).  If
      on the date of Cochennet’s separation from service with EnerJex Cochennet
      is a specified employee (as defined in Code Section 409A and Treasury
      Regulation §1.409A-1(i)), no payment constituting the  “deferral
      of compensation” within the meaning of Treasury Regulation §1.409A-1(b)
      and after application of the exemptions provided in Treasury Regulation
      §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Cochennet at any
      time during the six (6) month period following Cochennet’s separation from
      service, and any such amounts shall instead be paid in a lump sum on the
      first payroll payment date following expiration of such six (6) month
      period.  Any obligation of EnerJex to reimburse Cochennet for
      expenses incurred during any taxable year of Cochennet shall not affect
      the expenses eligible for reimbursements in any other taxable
      year.  Further, such reimbursement of expenses shall be made on
      or before the last day of Cochennet’s taxable year following the taxable
      year in which the expense was
incurred.

            


    

    


    
      	
              14.11  

            	
              Titles.  Titles to
      the sections of this Agreement are solely for the convenience of the
      parties and shall not be used to explain, modify, simplify, or aid in the
      interpretation of the provisions of this
  Agreement.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    
      	
              14.12  

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but together which shall constitute one and the same
      instrument.

            


    

    


    
      	
              14.13  

            	 


    

    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first written
above.

    


    


    EnerJex:                                                                                EnerJex Resources, Inc.

    a Nevada
corporation

    


    


    By: /s/ Robert G.
Wonish

    Robert G.
Wonish, Chairman Governance, Compensation and Nominating Committee of the Board
of Directors

    


    


    Cochennet:

    


    By: /s/ C. Stephen
Cochennet

           C.
Stephen Cochennet


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ADDENDUM
A

    


    PRESIDENT
& CHIEF EXECUTIVE OFFICER INCENTIVE COMPENSATION PLAN

    


    This
President and Chief Executive Officer Incentive Compensation Plan (this “Plan”) is entered
into this 1st day of
August, 2008, by and between EnerJex Resources, Inc., a
Nevada corporation (“EnerJex”), and C. Stephen Cochennet (“Cochennet”), as
follows:

    


    WHEREAS, it is in the best
interest of EnerJex and Cochennet to enter into a continuing arrangement to
cover annual incentive and long-term bonuses, and

    


    WHEREAS, both parties to this
Plan desire to memorialize various aspects of their relationship:

    


    NOW,
THEREFORE, the parties hereby agree as follows:

    


    1.           Addendum. This Plan is in an addendum
to that certain Employment Agreement effective of even date
herewith.

    


    2.           Annual
Incentive Plan; Restricted Stock Opportunity. Cochennet shall be entitled
to participate in an annual incentive bonus plan with a maximum potential amount
of up to 100% of Cochennet’s base salary in effect at the commencement of each
fiscal year.  At the discretion of the GCNC, the annual incentive
bonus for each fiscal year will be paid in cash or shares of EnerJex’s common
stock pursuant to a Restricted Stock Plan that EnerJex contemplates asking the
shareholders to approve at the 2008 annual meeting.  Fifty percent
(50%) of the annual bonus shall be earned upon the obtainment of mutually
acceptable yearly business goals determined by Cochennet and the Governance,
Compensation and Nominating Committee (“GCNC”) within thirty (30) days following
the commencement of each fiscal year (or with respect to the 2009 fiscal year,
within thirty (30) days following the date of this Plan). The remaining fifty
percent (50%) of the bonus shall be subject to the Annual Incentive Elements
below.

    


    Annual Incentive
Elements:

    


    
      	
              35%

            	
              PDP
      Net Reserve Growth (BOE) greater than 25% as determined by third party
      engineering firm from previous FY end levels

            
	
              35%

            	
              Year
      over Year net production increase (BOPDE sold) greater than 25% - FYE
      3/31/09 will use FYE 3/31/08 Q4 annualized as basis

            
	
              15%

            	
              Year
      over Year LOE Cost must show decrease on BOPDE sold basis - FYE 3/31/09
      will use FYE 3/31/08 Q4 annualized as basis

            
	
              15%

            	
              EJXR
      share price must increase by more than 100% from previous FYE
      level

            


    

    


    Timing of Incentive
Payout:

    


    The annual incentive bonus shall be
paid in accordance with the following:


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    
      	
              50%

            	
              of
      Cochennet’s total annual incentive bonus will be paid on 6/30 following
      the end of the fiscal year to which such bonus relate.  For
      example, 50% of the 2009 fiscal year annual incentive bonus will be paid
      on 6/30/09.

            
	
              25%

            	
              of
      Cochennet’s total annual incentive bonus will be paid on the first
      anniversary of the initial payment date.   For example, 25%
      of the 2009 fiscal year annual incentive bonus will be paid on
      6/30/10.

            
	
              25%

            	
              of
      Cochennet’s total annual incentive bonus will be paid on the second
      anniversary of the initial payment date.   For example, 25%
      of the 2009 fiscal year annual incentive bonus will be paid on
      6/30/11.

            


    

    


    For
instance, the Plan is setup such that by 6/30/11 Cochennet is receiving in
effect a collective 100% of the fiscal 2009 bonus that he earned.

    


    Notwithstanding the foregoing,
Cochennet’s entitlement to annual incentive bonus shall be subject to the
following conditions:

    


    
      	
              ·  

            	
              Net
      Cash Flow from operations must be sufficient to pay the full incentive
      amount owed under the Plan (not just the current year’s
      portion);

            


    

    
      	
              ·  

            	
              If
      Cochennet terminates employment prior to the full payment date of any
      annual incentive bonus, then any unpaid bonus compensation shall be
      forfeited except as provided under Cochennet’s Employment Agreement in the
      event of death, disability, voluntary termination for good reason, or
      involuntary termination without
cause.

            


    

    


    
      	
              3.  

            	
              Long-Term
      Incentives.

            


    

    


    
      	
              3.1  

            	
              Stock
      Option Grants. Subject to Section
      3.2, Cochennet shall be eligible to receive up to one hundred thirty five
      thousand (135,000) options to purchase EnerJex’s common stock pursuant to
      the EnerJex Resources, Inc. Stock Option Plan, as amended from time to
      time, or any successor plan, in accordance with the
    following:

            


    

    


    
      	
              Fiscal

              Year

            	
              Grant

              Date

            	
              Maximum # of Options

            	
              Strike Price of Options

            	
              Option Expiration Date*

            
	
              2009

            	
              7/01/09

            	
              30,000

            	
              FMV
      on Grant Date

            	
              6/30/12

            
	
              2010

            	
              7/01/10

            	
              45,000

            	
              FMV
      on Grant Date

            	
              6/30/13

            
	
              2011

            	
              7/01/11

            	
              60,000

            	
              FMV
      on Grant Date

            	
              6/30/14

            


    

    


    
      	
               
      

            	
              *The
      options shall be immediately vested and exercisable from the grant date
      through the option expiration date.

            


    

    


    3.2           Performance
Conditions.  The number of stock options granted each fiscal
year shall be based upon the following schedule and will be pro rated if actual
performance


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


     does
not equal or exceed 100% of the targeted performance
conditions.  Cochennet must be employed on the grant date to receive
the stock options.

    


    
      	
              Fiscal
      2009

            	 
      	
              Target

            
	 
      	
              40%

            	
              PDP
      Net Reserve Growth (BOE) at 3/31/09 greater than 35% over 3/31/08 levels,
      as determined by third party engineering firm

            
	 
      	
              30%

            	
              Year
      over Year net production increase (BOPDE sold) by 35% - FYE 3/31/09 will
      use FYE 3/31/08 Q4 annualized as its starting basis

            
	 
      	
              30%

            	
              EJXR
      share price must increase over the share price level at date of execution
      of this agreement.  The share price must be $11.00 on 3/31/09 to
      meet this goal.

            
	 
      	 
      	 
      
	
              Fiscal
      2010

            	 
      	
              Target

            
	 
      	
              40%

            	
              PDP
      Net Reserve Growth (BOE) at 3/31/10 greater than 35% over 3/31/09 levels,
      as determined by third party engineering firm

            
	 
      	
              30%

            	
              Year
      over Year net production increase (BOPDE sold) by 35% - FYE 3/31/10 will
      use FYE 3/31/09 Q4 annualized as its starting basis

            
	 
      	
              30%

            	
              EJXR
      share price must increase over the targeted 3/31/09 share price
      level.  The share price must be $16.85 on 3/31/10 to meet this
      goal.

            
	 
      	 
      	 
      
	
              Fiscal
      2011

            	 
      	
              Target

            
	 
      	
              40%

            	
              PDP
      Net Reserve Growth (BOE) at 3/31/11 greater than 35% over 3/31/10 levels,
      as determined by third party engineering firm

            
	 
      	
              30%

            	
              Year
      over Year net production increase (BOPDE sold) by 35% - FYE 3/31/11 will
      use FYE 3/31/10 Q4 annualized as its starting basis

            
	 
      	
              30%

            	
              EJXR
      share price must increase over the targeted 3/31/10 share price
      level.  The share price must be $22.55 on 3/31/11 to meet this
      goal.

            


    

    


    The
maximum number of options available to be earned each year is subject to
“catch-up”; i.e.- if an element in year one is missed, it may be “caught-up” in
year two, so long as the cumulative goal is met.  Any catch-up options
will be granted at the then current year price.

    


    In the
event of any reorganization, recapitalization, reclassification, stock split,
stock dividend, distribution, combination of shares, merger, consolidation,
rights offering, or any other changes in the corporate structure or shares of
EnerJex, appropriate adjustments shall be made by the GCNC in its
discretion.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    4.           Review of
Annual and Incentive Compensation by Independent Third Party. The GCNC has engaged an
independent compensation consultant to review EnerJex’s corporate compensation,
including annual and long-term incentive plans, and has assisted the GCNC in
establishing a reasonable and suitable compensation structure for EnerJex and
its operating subsidiaries.  Cochennet acknowledges that with or
without any additional independent compensation consultation, the GCNC may
adjust the annual and long-term incentives granted under this Plan.

    


    5.           Nontransferability
of Rights. Prior
to such time that any payment under the Plan is made to Cochennet, any rights
under the Plan shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment, or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any right under the Plan, or upon
the levy of any attachment or similar process upon the Plan, the benefits
granted herein (that have not been paid) shall immediately be
forfeited.

    


    6.           Board
Authority. Any
questions concerning the interpretation of this Plan and any controversy which
arises under this Plan shall be settled by the EnerJex Board of Directors in its
sole discretion.

    


    7.           Binding
Effect. This Plan
shall bind, and, except as specifically provided herein, shall inure to the
benefit of the respective heirs, legal representatives, successors and assigns
of the parties hereto.

    


    8.           Governing
Law. This Award
Plan and the rights of all persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Kansas.

    


    IN WITNESS WHEREOF, EnerJex
has caused this Plan to be executed and Cochennet has hereunto set his hand
effective the day and year first above written.

    


    


    EnerJex:                                                                         
 ENERJEX RESOURCES, INC.

    a Nevada
corporation

    


    


    By: /s/ Robert G.
Wonish

    Robert G.
Wonish, Chairman

    Governance,
Compensation and Nominating 

    Committee
of the Board of Directors

    Cochennet:

    


    By: /s/ C. Stephen
Cochennet

                                                                                               
  C. Stephen Cochennet


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    ADDENDUM
B

     

    Job
Description for C. Stephen Cochennet

     

    


    Job
Title:                                President
& Chief Executive Officer

    Department:                                           Executive

    Reports
To:                                           Board
of Directors

    


    SUMMARY

    The
President and Chief Executive Officer (“CEO”) has primary responsibility for
planning, organizing, staffing, and operating EnerJex Resources, Inc.
(“EnerJex”) toward its primary objectives, based on profit and return on
capital, and is accountable to the Board of Directors for the results of
performance of all employees.

    


    The
President and CEO establishes and communicates the management style, corporate
culture, business philosophy and ethical values by which EnerJex will
operate.

    


    The
President and CEO manages and directs EnerJex by performing the following duties
personally or through subordinate officers or managers.

    


    ESSENTIAL DUTIES AND
RESPONSIBILITIES include the following. Other duties may be
assigned.

    


    
      	
              ·  

            	
              Plans
      the overall business strategy and goals of EnerJex designed to provide a
      return on stockholder investment and establishes objectives for each
      function to meet those goals, with the cooperation of the Board of
      Directors.

            


    

    


    
      	
              ·  

            	
              Use
      all reasonable efforts and business judgment to prevent defaults from
      occurring under any financing or other
  agreements.

            


    

    


    
      	
              ·  

            	
              Oversees
      the operation of EnerJex through EnerJex’s officers and
      managers.

            


    

    


    
      	
              ·  

            	
              Oversees
      that EnerJex is operated in accordance with EnerJex’s Code of Ethics and
      within its Corporate Governance
Guidelines.

            


    

    


    
      	
              ·  

            	
              Assists
      in developing and presenting an annual business plan and budget, for
      EnerJex’s operations, to the Board of
Directors.

            


    

    


    
      	
              ·  

            	
              Establishes
      current and long range goals, objectives, plans and policies, subject to
      approval by the Board of Directors.

            


    

    


    
      	
              ·  

            	
              Determines
      the appropriate organization structure and staffing responsibilities
      required to meet EnerJex’s objectives.  Dispenses advice,
      guidance, direction, and authorization to carry out major plans, standards
      and procedures, consistent with established policies and Board
      approval.

            


    

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    
      	
              ·  

            	
              Meets
      with EnerJex’s executives to ensure that operations are being executed in
      accordance with the EnerJex’s
policies.

            


    

    


    
      	
              ·  

            	
              Oversees
      the adequacy and soundness of the EnerJex’s financial structure with
      EnerJex principal financial officer and audit
  committee.

            


    

    


    
      	
              ·  

            	
              Reviews
      operating results of EnerJex, compares them to established objectives, and
      takes steps to use his best efforts to ensure appropriate measures are
      taken to correct unsatisfactory
results.

            


    

    


    
      	
              ·  

            	
              Oversees
      the preparation and filing of all SEC reports and filings, using his best
      efforts to ensure timely and accurate filing of all SEC reports and
      filings..

            


    

    


    
      	
              ·  

            	
              Plans
      and directs all investigations and negotiations pertaining to mergers,
      joint ventures, the acquisition of businesses, or the sale of major assets
      with approval of the Board of
Directors.

            


    

    


    
      	
              ·  

            	
              Establishes
      and maintains an effective system of communications throughout
      EnerJex.

            


    

    


    
      	
              ·  

            	
              Fulfills
      responsibility to the Board of Directors to inform or seek approval for
      significant matters such as financing, capital expenditures, and
      appointment of officers. In accordance to Board
  guidelines.

            


    

    


    
      	
              ·  

            	
              Utilizes
      legal counsel and other professionals in a manner designed to ensure that
      EnerJex business transactions are conducted in accordance with prevailing
      legal and regulatory requirements.

            


    

    


    
      	
              ·  

            	
              Reviews
      and determines approval of all recommendations for compensation of
      employees, managers and employees.

            


    

    


    
      	
              ·  

            	
              Presides
      over stockholders meetings.

            


    

    


    
      	
              ·  

            	
              Represents
      EnerJex with major customers, stockholders, the financial community, the
      SEC, the Kansas Corporations Commission and the
  public.

            


    

    


    
      	
              ·  

            	
              Plans
      and develops public relations policies designed to improve EnerJex's image
      and relations with customers, employees, stockholders, and
      public.

            


    

    


    
      	
              ·  

            	
              Evaluates
      performance of executives for compliance with established policies and
      objectives of EnerJex and contributions in attaining
      objectives.

            


    

    


    


    



    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    ADDENDUM
C

     

    Approved
Non-EnerJex Resources, Inc. Business Activity Exemptions

     

    


    Description of Business
Activity

     

    


     

    
      	
              1.  

            	
              Executive
      Officer, Director and 100% stockholder of CSC Group, a private consulting
      firm which includes referral agreements with Strategic Partner’s Group,
      Utilx, TBG Financial and DST.

            


    

    


    



    
      
         


      

      
        22