EnerJex
Resources, Inc.

    27
Corporate Woods, Suite 350

    10975
Grandview Drive

    Overland
Park, Kansas 66210

    


    June 5,
2009

    


    The
Buyers of Senior Secured Debentures

    of
EnerJex Kansas, Inc. and Common Stock

    of
EnerJex Resources, Inc.

    


    
      	
               
      

            	
              RE:

            	
              Amendment to
      Debentures and Transaction Documents (this “Letter
      Agreement”)

            


    

    


    Dear
Buyers:

    


    Reference
is made to the June 21, 2007 Senior Secured Debentures (the “Debentures”), the
Securities Purchase Agreement (the “Purchase Agreement”),
and the Pledge and Security Agreement (the “Security Agreement”)
and other agreements and documents associated therewith (collectively, the
“Transaction
Documents”), all dated as of April 11, 2007, by and among EnerJex Kansas,
Inc. (the “Company”), EnerJex
Resources, Inc. (“Parent”) and each of
the Debenture Holders set forth on the signature pages hereto (each individually
a “Buyer” and,
collectively, the “Buyers”).  Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Debentures, Purchase Agreement, the Security Agreement and/or the
Transaction Documents.

    


    WHEREAS:

     

    A.           The
Company wishes to extend the Maturity Date of the Debentures to September 30,
2010.

     

    B.           The
Buyers wish to amend the Debentures to allow for the conversion of the
Debentures into shares of Parent’s common stock.

     

    C.           On
or about July 3, 2008, the Company entered into a three-year $50 million senior
secured credit facility with Texas Capital Bank, N. A. (the “Credit Facility”) and
the Company and the Buyers entered into the Subordination
Agreement.

     

    D.           The
Company, the Parent and the Buyers agree that all of the proceeds received by
the Company or the Parent from any equity offering (an “Offering”) of their
respective equity securities shall, subject to compliance with the Credit
Facility, first be applied to redeem the Debentures.

     

    E.           The
Company and the Buyers wish to amend certain Sections of the Debentures and the
Transaction Documents as set forth herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    F.           Certain
of the Transaction Documents provide that amendments may be made by written
consent of the Company and holders of at least sixty-five percent of the
aggregate number of Registrable Securities issued under the Securities Purchase
Agreement, and the undersigned Buyers constitute such requisite
holders.

     

    NOW THEREFORE, in
consideration of the premises and mutual promises herein contained, the Company
and the Buyers hereby agree as follows:

     

    1.           Defined Terms.
Capitalized terms used in this Letter Agreement which are not defined herein
shall have the meaning ascribed to them in the Transaction
Documents.

     

    2.           Offering.  The
Company and Parent covenant and agree that any net proceeds from any Offering
shall, subject to the terms and conditions of the Credit Facility and the
Subordination Agreement, first be applied to fully redeem the obligations of
Principal and accrued but unpaid Interest outstanding under the
Debentures.  If the net proceeds from any such Offering are not
sufficient to fully redeem all obligations of Principal and accrued but unpaid
Interest outstanding under the Debentures, then the Company shall apply all of
the net proceeds of the Offering to redeem a pro rata amount of the Debentures
from each holder based on the principal amount of the Debentures at that time
outstanding.

     

    3.           Amendments to
Debentures.  The Company and the Buyers hereby agree
that:

     

    
      	
               
      

            	
              a.

            	
              Section (1)
      of each of the Debentures are modified to state the “Maturity Date” shall
      be September 30, 2010.

            


    

     

    
      	
               
      

            	
              b.

            	
              Section (2)
      of each of the Debentures is modified in its entirety to read as
      follows:

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      “INTEREST; INTEREST
RATE.”

       

    

    
      	
               
      

            	
              (a)

            	
              Interest Rate and
      Payment. Interest on this Debenture shall commence accruing on the
      Issuance Date and shall be computed on the basis of a 365-day year and
      actual days elapsed and shall be payable in arrears for each Payment
      Quarter on the first day of the succeeding Payment Quarter during the
      period beginning on the Issuance Date and ending on, and including, the
      Maturity Date (each, an “Interest Date”).
      Interest shall be payable on each Interest Date, to the record holder of
      this Debenture on the applicable Interest Date, (i) in cash (“Cash Interest”), (ii) in
      payment in kind with an increase in the Principal amount of this Debenture
      (“PIK Interest”),
      or (iii), at the option of the Company with the prior written consent of
      the Required Holders, in shares of Common Stock (“Interest Shares”) or a
      combination thereof, provided that
      the Interest which accrued during any period may be payable in Interest
      Shares if, and only if, the Company delivers written notice (each, an
      “Interest Election
      Notice”) of such election to each holder of the Debentures on or
      prior to the tenth (10th) Trading Day prior to the Interest Date (each, an
      “Interest Notice Due
      Date”).  Each Interest Election Notice must specify the
      amount of Interest that shall be paid as Cash Interest, if any, the amount
      of Interest that shall be paid as PIK Interest, and the amount of Interest
      that shall be paid in Interest Shares.  Interest to be paid on
      an Interest Date in PIK Interest shall be paid through the increase in the
      Principal amount of this Debenture. Interest to be paid on an Interest
      Date in Interest Shares shall be paid in a number of fully paid and
      nonassessable shares (provided, that if the issuance would result in the
      issuance of a fraction of a share of Common Stock, the Company shall round
      such fraction of a share of Common Stock up to the nearest whole share) of
      Common Stock equal to the quotient of (a) the amount of Interest payable
      on such Interest Date less any Cash Interest paid (b) less any PIK
      Interest paid and (c) the Interest Conversion Price in effect on the
      applicable Interest Date.  If any Interest Shares are to be paid
      on an Interest Date, then the Company shall (X) provided that
      the Company’s transfer agent (the “Transfer Agent”) is
      participating in The Depository Trust Company (“DTC”) Fast Automated
      Securities Transfer Program and such action is not prohibited by
      applicable law or regulation or any applicable policy of DTC, credit such
      aggregate number of Interest Shares to which the Holder shall be entitled
      to the Holder’s or its designee’s balance account with DTC through its
      Deposit Withdrawal Agent Commission system, or (Y) if the foregoing shall
      not apply, issue and deliver within three Trading Days after the
      applicable Interest Date, to the address set forth in the register
      maintained by the Company for such purpose pursuant to the Securities
      Purchase Agreement or to such address as specified by the Holder in
      writing to the Company at least two Business Days prior to the applicable
      Interest Date, a certificate, registered in the name of the Holder or its
      designee, for the number of Interest Shares to which the Holder shall be
      entitled.  Notwithstanding the foregoing, the Company shall not
      be entitled to pay Interest in Interest Shares and shall be required to
      pay such Interest (i) in cash as Cash Interest, or (ii) in payment in kind
      as PIK Interest, on each Interest Date if, unless consented to in writing
      by the Holder, during the period commencing on the applicable Interest
      Notice Due Date through the applicable Interest Date, the Equity
      Conditions have not been satisfied. Interest accrues at the Interest Rate
      on all outstanding unpaid Principal owed under this Debenture and all
      accrued Interest is payable on each Interest Date.  Upon the
      occurrence and during the continuance of an Event of Default, the Interest
      Rate shall be increased to fifteen percent (15.00%) (the “Default
      Rate”).  In the event that such Event of Default is
      subsequently cured, the adjustment referred to in the preceding sentence
      shall cease to be effective as of the date of such cure; provided that
      the Interest as calculated and unpaid at such increased rate during the
      continuance of such Event of Default shall continue to apply to the extent
      relating to the days after the occurrence of such Event of Default through
      and including the date of cure of such Event of Default.  The
      Company shall pay any and all taxes that may be payable with respect to
      the issuance and delivery of Interest Shares; provided that
      the Company shall not be required to pay any tax that may be payable in
      respect of any issuance of Interest Shares to any Person other than the
      Holder or with respect to any income tax due by the Holder with respect to
      such Interest Shares.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              PIK Interest.
      The Interest Rate for Interest Payments to be made by PIK Interest shall
      be paid at a rate equal to 12.50% per annum. In addition, if the Company
      chooses to pay an Interest Payment in PIK Interest, the Parent shall issue
      the Holder shares of its Common Stock equal to an additional 2.50% of the
      Quarterly Interest Payment due (the “PIK Interest Shares”).
      The number of shares of Common Stock to be issued on an Interest Date in
      PIK Interest Shares shall be paid in a number of fully paid and
      nonassessable restricted shares (provided, that if the issuance would
      result in the issuance of a fraction of a share of Common Stock, the
      Parent shall round such fraction of a share of Common Stock up to the
      nearest whole share) of Common Stock equal to the quotient of (a) the
      amount of Interest payable on such Interest Date and (c) the Interest
      Conversion Price in effect on the applicable Interest
  Date.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Interest Rate
      Adjustment. In the event this Debenture is not redeemed in
      accordance with Section 5 hereof on or before April 1, 2010, the Interest
      Rate of this Debenture shall increase to a rate equal to 14.00% per annum
      through the Maturity Date. In addition, the PIK Interest shall increase to
      16.5%.

            


    

    


    
      	
               
      

            	
              c.

            	
              Sections
      (3) through (23) shall be renumbered Sections (4) through (24),
      respectively.

            


    

     

    
      	
               
      

            	
              d.

            	
              A
      new Section (3) shall be added to each of the Debentures, as
      follows:

            


    

     

    “CONVERSION”

     

    
      	
               
      

            	
              (a)

            	
              Conversion at Option
      of Holder.

            


    

    
      	
               
      

            	
              i.

            	
              This
      Debenture shall be convertible into shares of Common Stock at the option
      of the Holder, in whole or in part at any time and from time to time. ,
      after the Issuance Date. The number of shares of Common Stock issuable
      upon a conversion hereunder equals the quotient obtained by dividing (x)
      the outstanding amount of this Debenture to be converted by (y) the
      Conversion Price (as defined
below).

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ii.

            	
              The
      Holder shall effect conversions by delivering to the Company a completed
      notice in the form attached hereto as Exhibit A (a “Conversion Notice”). The
      date on which a Conversion Notice is delivered is the “Conversion Date.” Unless
      the Holder is converting the entire Principal amount outstanding under
      this Debenture, the Holder is not required to physically surrender this
      Debenture to the Company in order to effect conversions. Conversions
      hereunder shall have the effect of lowering the outstanding principal
      amount of this Debenture plus all accrued and unpaid Interest thereon in
      an amount equal to the applicable conversion. The Holder and the Company
      shall maintain records showing the Principal amount converted and the date
      of such conversions. In the event of any dispute or discrepancy, the
      records of the Company shall be controlling and determinative in the
      absence of manifest error.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Conversion on or before May
      31, 2010. The Holder is entitled, at its option, to convert at any
      time through 5:00 PM Central Standard Time on May 31, 2010, all or any
      part of the Principal amount of this Debenture, plus accrued Interest,
      into shares of the Parent’s Common Stock, $0.001 par value per share, at
      the price per share equal to $3.00.


            


    

    


    
      	
               
      

            	
              iv.

            	
              Conversion after May 31, 2010
      through the Maturity Date. From June 1, 2010 through the Maturity
      Date, assuming the Debenture has not been redeemed, the Holder is
      entitled, at its option, to convert at any time all or any part of
      the Principal amount of this Debenture, plus accrued Interest, into shares
      of the Parent’s Common Stock, $0.001 par value per share, at the price per
      share equal to that price which shall be computed as 100.0% of the
      arithmetic average of the Weighted Average Price of the Common Stock on
      each of the thirty (30) consecutive Trading Days immediately preceding the
      Conversion Date.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              v.

            	
              Subparagraphs (iii)
      and (iv) above are individually referred to as a “Conversion
      Price”.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Adjustments. If
      the Parent, at any time while this Debenture is outstanding, shall
      (a) pay a stock dividend or otherwise make a distribution or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock, (b) subdivide
      outstanding shares of Common Stock into a larger number of shares, (c)
      combine (including by way of reverse stock split) outstanding shares of
      Common Stock into a smaller number of shares, or (d) issue by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Parent, then the Conversion Price shall be multiplied by a fraction
      of which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding before such event and of
      which the denominator shall be the number of shares of Common Stock
      outstanding after such event. Any adjustment made pursuant to this Section
      shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or
      re-classification.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Rounding. All
      price calculations under this Section 3 shall be rounded to the nearest
      $0.01.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Notice.
      Whenever the Conversion Price is adjusted pursuant to Section 3 hereof,
      the Company shall promptly mail to the Holder a notice setting forth the
      Conversion Price after such adjustment and setting forth a brief statement
      of the facts requiring such
adjustment.

            


    

     

    
      	
               
      

            	
              4.

            	
              Conditional
      Waiver.

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      Buyers hereby waive any existing Event of Default previously made known to
      the Buyers by the Company in writing with respect to any and all
      violations of or defaults now existing under the Transaction Documents,
      and agree not to exercise any rights or remedies available as a result of
      the occurrence thereof, including, but not limited to, the imposition of
      interest at the Default Rate prior to the date
  hereof.

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      addition, the Buyers hereby waive any other existing Event of Default
      under the Transaction Documents that does not, directly or indirectly,
      have a material negative impact on the Buyers’ security interest in the
      collateral or other properties of the Company in which it has a security
      interest or have a material negative impact in the Buyers’ priority of
      payment under the Debentures.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              c.

            	
              The
      Company hereby represents and warrants to the Buyers that it has no
      knowledge of any other material Defaults or Events of Default under the
      Transaction Documents, other than those previously disclosed to the Buyers
      in writing.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      waivers granted by the Buyers in favor of the Company that are contained
      in this Agreement shall be null and void in the event the Company has
      breached its representation in
  Section 4(c).

            


    

     

    5.           Governing
Law.  This Letter Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Letter Agreement and all disputes arising
hereunder shall be governed by, the laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New
York.

     

    6.           Amendment.  It
is the intention of the parties that this Letter Agreement modifies and amends
the Transaction Documents to the extent set forth herein or as otherwise
necessary to effectuate the intentions of the parties as set forth
herein.

     

    7.           No
Waiver.  The execution of this Letter Agreement is not, and
shall not be deemed to constitute, a waiver, cure, or forbearance of any default
arising prior or subsequent to the date of this Letter Agreement, nor shall it
constitute a reinstatement of the terms described in the Transaction Documents,
except as set forth herein.  The Company agrees that no delay on the
part of any of the Buyers in exercising any power or right shall operate as a
waiver of any such power or right or preclude the further exercise of any other
power or right.  Any remedies contained herein are cumulative and not
exclusive of any remedies provided by law.  Notice to or demand in
circumstances under which the terms of this Letter Agreement do not require such
notice or demand shall not entitle the Company to further notice or demand nor
constitute a waiver of the rights of the Buyers to take any other or further
action without notice or demand.

     

    8.           Continuing Validity of
Transaction Documents.  Except as expressly provided for in
this Letter Agreement, the other Transaction Documents and all other documents
executed in connection therewith shall continue unchanged in full force and
effect, in accordance with their respective terms, and the parties hereby
expressly confirm and reaffirm all of their respective liabilities, obligations,
duties and responsibilities under and pursuant to the other Transaction
Documents.

     

    9.           Transaction Document.
This Letter Agreement shall be deemed and constitute a “Transaction Document”
under the Securities Purchase Agreement.

     

    10.           Recitals. The
recitals set forth above are true and correct and are hereby incorporated into
this Letter Agreement as if set forth at length herein.

     

    11.           Counterparts.  This
Letter Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other
party; provided that a facsimile signature shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    12.           Headings.  The
headings of this Letter Agreement are for convenience of reference and shall not
form part of, or affect the interpretation of, this Letter
Agreement.

     

    13.           Severability.  If
any provision of this Letter Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Letter Agreement in that jurisdiction
or the validity or enforceability of any provision of this Letter Agreement in
any other jurisdiction.

     

    14.           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the terms of this
Letter Agreement and the consummation of the transactions contemplated
hereby.

     

    15.           Notices.  Copies
of notices to the Company pursuant to each Transaction Document shall be sent
to, Law Offices of Anthony N. DeMint, 8350 West Sahara Avenue, Suite 270, Las
Vegas, Nevada  89117, Telephone: 702-586-4690, Facsimile:
702-586-6449, E-mail: demintlaw@cox.net, Attention: Anthony N. DeMint, rather
than Husch Blackwell Sanders LLP.

     

    Kindly
confirm your agreement with the foregoing by signing the copy of this letter
where indicated below.

     

     [Signature Pages
Follow]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed or caused this Letter
Agreement to be duly executed by an authorized officer as of the date first
above written.


     

    
      
        
          
            
              	 	
                      Very
      Truly Yours,

                    
	 	 
      
	 	
                      Company:

                    
	 	
                      ENERJEX
      KANSAS, INC.

                    
	 	 
      	 
      
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:
      Steve Cochennet

                    
	 	 
      	
                      Title:
      Chief Executive Officer

                    
	 	 
      	 
      
	 	
                      Parent:

                    
	 	
                      ENERJEX
      RESOURCES, INC.

                    
	 	 
      	 
      
	 	
                      By:

                    	
                       
      

                    
	 	 
      	
                      Name:
      Steve Cochennet

                    
	 	 
      	
                      Title:
      Chief Executive
Officer

                    


            

          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          Agreed
      to and accepted:

                        	 
	 
      	 
      	 
	
                          MORMEG,
      LLC

                        	 
	 
      	 
      	 
	 
      	 
      	 
	
                          By:
      

                        	 
      	 
	 
      	
                          Name:
      Mark Haas

                        	 
	 
      	
                          Title:
      Managing Member

                        	 


                

              

            

          

        

      

    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                	
                        WEST
      COAST OPPORTUNITY FUND, LLC

                      	 
	 
      	 
      	 
	 
      	 
      	 
	
                        By:
      

                      	 
      	 
	 
      	
                        Name:
      Atticus Lowe

                      	 
	 
      	
                        Title:
      Chief Investment Officer

                      	 


              

            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                	
                        ENABLE
      GROWTH PARTNERS LP

                      	 
	 
      	 
      	 
	 
      	 
      	 
	
                        By:
      

                      	 
      	 
	 
      	
                        Name:
      Brendan O’Neil, CFA

                      	 
	 
      	
                        Title:
      Principal and Portfolio Manager

                      	 


              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                	
                        ENABLE
      OPPORTUNITY PARTNERS LP

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      
	 
      	
                        Name:
      Brendan O’Neil, CFA

                      	 
      
	 
      	
                        Title:
      Principal and Portfolio Manager

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                	
                        FREY
      LIVING TRUST

                      	 
	 
      	 
      	 
	 
      	 
      	 
	
                        By:
      

                      	 
      	 
	 
      	
                        Name:
      Philip Frey Jr.

                      	 
	 
      	
                        Title:
      Trustee

                      	 


              

            

          

        

      

    


    
      
         


      

      
        14