Exchange
Agreement


 


This
Exchange Agreement (“Agreement”) is made and entered into, effective as of __________
__, 2014 (the "Effective Date"), by and between EnerJex Resources,
Inc., a Nevada corporation (the “Company”), and the stockholders of the Company holding shares
of the Company's "Existing Series A Shares," as such term is defined below (the “Stockholders”),
with reference to the following facts:


 


Recitals


 


A.                
Each of the Stockholders is a holder of shares of the Company’s Series A Preferred Stock (the “Existing
Series A Shares”) having the rights, preferences, and privileges, and subject to the restrictions and limitations,
set forth in that certain "Certificate of Designation of Preferences, Rights, and Limitations of Series A Preferred Stock"
filed with the Secretary of State of the State of Nevada on December 31, 2010 (the "Existing COD").


 


B.                
Under the terms of the Existing COD, (i) the Company issued 4,779,460 Existing Series A Shares at a price of $1.00 per share,
(ii) each such Existing Series A Share is presently convertible into one (1) share of Common Stock, (iii) each Stockholder is entitled
to receive certain preferential dividends in an aggregate cumulative amount equal to $1.00 per share (i.e., preferential
dividends in an aggregate cumulative amount equal to $4,779,460 for all Stockholders) (such preferential payment, the "Series
A Preferential Dividend"), and (iv) upon the Company's payment of aggregate cumulative amount equal to $1.00 per Existing
Series A Share, all issued and outstanding Existing Series A Shares will be automatically converted into Common Stock at the then-current
conversion ratio.


 


C.                
At present, the Company has paid cumulative Series A Preferential Dividends to the Stockholders in the amount of $[1,704,239],
and the Stockholders in the aggregate are entitled to future Series A Preferential Dividends in the aggregate amount of $[3,075,221].


 


D.                
The Company is seeking to simplify its capital structure, to eliminate the financial and operating constraints imposed by
the terms of the preferential dividends payable with respect to the Existing Series A Shares, and to raise additional working capital
through the issuance of shares of preferred stock, and in order to accomplish those objectives, the Company is proposing:


 


(i)                
To adopt and file that certain "Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations
of Series A Preferred Stock" in the form attached hereto as Exhibit A
(the "Restated COD"), in order to amend the terms of the Existing Series A Shares to be as set forth in
that Restated COD (the shares of Series A Preferred, as their terms are so amended, the "New Series A Shares");
and


 


(ii)              
To issue and sell New Series A Shares to investors, in an underwritten public offering of such shares (the "Public
Offering"), at such price per share that is paid by the investors subscribing for New Series A Shares in that Public
Offering (such price per share, the "Original Issue Price"); and


 


(iii)            
Concurrently with the first closing of the issuance of the New Series A Shares in that Public Offering, to effect a share
exchange transaction (the "Share Exchange") in which each of the Stockholders will exchange each Existing
Series A Share for the following shares (the "New Shares"):


 


(A)             
one (1) share of the Company’s Common Stock, par value $0.0001 per share (the "Common Stock"),
and


 






    	1.



    	 



    

 


(B)             
a number of New Series A Shares equal to the quotient determined by dividing (x) the Stockholder's undisbursed Series A
Preferential Dividend with respect to each Existing Series A Share owned by the Stockholder, by (y) the New Series A Original Issue
Price per share.


 


E.                 
The adoption of the Restated COD and the execution and delivery of this Agreement are conditions precedent to the closing
of the Public Offering.


 


F.                 
The parties intend for the Share Exchange to be a tax free exchange of property pursuant to Section 368 of the Internal
Revenue Code, and to be exempt from registration under Section 3a-9 of the Securities Act of 1933, as amended (the "Act").


 


Agreement


 


Now
Therefore, the Company and the Stockholders, intending to be legally bound, and for mutual and valid consideration,
agree as follows:


 


		Section	1      
Exchange of Shares 



 


1.1             
Share Exchange. Upon consummation
of the Share Exchange:


 


(a)              
Each of the Stockholders will transfer the Existing Series A Shares to the Company for cancellation, and


 


(b)              
The Company will issue and deliver to each Stockholder with respect to each Existing Series A Share owned by such Stockholder:


 


(i)                
one (1) share of the Company’s Common Stock; and


 


(ii)              
a number of New Series A Shares equal to the quotient determined by dividing (x) the Stockholder's undisbursed Series
A Preferential Dividend, by (y) the New Series A Original Issue Price per share. No fractional shares will be issued in that exchange;
in lieu thereof, the Company will deliver to each holder cash for fractions of a share based upon the New Series A Original Issue
Price per whole share.


 


1.2             
Transfer Taxes. Any transfer taxes, stamp duties, filing fees,
recordation expenses, or other similar taxes, fees, charges or expenses incurred by a Stockholder in connection with the transfer
of the Existing Series A Shares to the Company or in connection with any of the other transactions contemplated by this Agreement
will be borne and paid by such Stockholder.


 


		Section	2      
The Share Exchange 



 


2.1             
Closing; Exchange Date. The closing of the Share Exchange contemplated
by Section 1 (the “Closing”) will be held at the offices of the Company (or by consummated
by remote delivery of documents by overnight courier, facsimile, and email) on such date as is selected by the Company upon not
less than five (5) days' prior written notice to the Stockholders and is prior to the date of the first closing of the issuance
of the New Series A Shares in the Public Offering (the “Exchange Date”).


 






    	2.



    	 



    

 


2.2             
Deliveries. At the Closing:


 


(a)              
Each Stockholder will deliver to the Company (i) all stock certificates representing the Existing Series A Shares owned
by such Stockholder, for cancellation by the Company (or, if a Stockholder is unable to find one or more such stock certificates,
then a lost securities affidavit in form acceptable to the Company), and (ii) a stock assignment separate from certificate in the
form attached hereto as Exhibit B;


 


(b)              
The Company will issue new certificates to each Stockholder representing the newly issued New Shares; and


 


(c)               
Upon the Share Exchange Date, each Existing Series A Share issued and outstanding immediately prior to such date will,
without any further action by the Company, be canceled and returned to the status of authorized but unissued shares.


 


Section
3       Representations and Warranties of
Stockholders. Each of the Stockholders represents and warrants to the Company, severally and
not jointly, that the following statements are true, accurate and complete in all material respects:


 


3.1             
Title to Shares. Each of the Stockholders has good and valid title
to the Existing Series A Shares, free and clear of any encumbrances other than encumbrances that will attach to the New Shares
issued to the Stockholder hereunder. On the Share Exchange Date, the Company will acquire good and valid title to the Existing
Series A Shares free and clear of any encumbrances.


 


3.2             
Requisite Power and Authority.  Each of the Stockholders has all
necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its
provisions. All action on the part of each of the Stockholders required for the lawful execution and delivery of this Agreement
has been or will be effectively taken prior to the Share Exchange. Upon its execution and delivery, this Agreement will be the
valid and binding obligation of each of the Stockholders, enforceable against such Stockholder in accordance with its terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of
equitable remedies.


 


3.3             
Investment Representations. Each of the Stockholders understands
that the New Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
Each Stockholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. Stockholder
is acquiring the New Shares for Stockholder’s own account for investment only, and not with a view towards distribution.


 


Section
4       Representations and Warranties of
the Company. The Company represents and warrants that, to the best of its knowledge, the following
statements are accurate in all material respects:


 


4.1             
Good Standing and Corporate Power. The Company is validly existing
and in good standing as a corporation under the laws of the State of Nevada, and has all necessary corporate power to perform its
obligations under this Agreement.


 


4.2             
Authorization.


 


(a)              
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization
of this Agreement, the performance of all obligations of the Company hereunder at the Share Exchange Date and the authorization,
issuance and delivery of the New Shares pursuant hereto has been taken or will be effectively taken prior to the Share Exchange.
Upon its execution and delivery, this Agreement will be valid and binding on the Company enforceable in accordance with its terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability
of equitable remedies.


 






    	3.



    	 



    

 


(b)              
All New Shares issued in the Share Exchange shall be duly authorized and validly issued, fully paid and nonassessable
and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Stockholders.


 


(c)               
All New Shares issued in the Share Exchange will be issued in compliance with all applicable state and federal laws
concerning the issuance of securities.


 


(d)              
The issuance of New Shares in the Share Exchange will not be subject to any preemptive rights or rights of first refusal
that have not been properly waived or complied with.


 


4.3             
Compliance with Other Instruments. The execution, delivery, and
performance of and compliance with this Agreement and the issuance of the New Shares pursuant to the Share Exchange, will not,
with or without the passage of time or giving of notice, result in any material violation, default or conflict with any provision
of any mortgage, indenture, contract, lease, agreement, or instrument to which the Company or its subsidiaries is party or by which
the Company or its subsidiaries is bound or of any judgment, decree, order or writ and will not result in the creation of any mortgage,
pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or its subsidiaries or the suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its
subsidiaries, its business or operations or any of its assets or properties.


 


4.4             
Compliance with Laws; Permits. No governmental orders, permissions, consents,
approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection
with the execution and delivery of this Agreement or the issuance of the New Shares pursuant to the Share Exchange, except such
as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be
filed in a timely manner.


 


4.5             
Restated Certificate. The New Shares have the rights, preferences
and privileges, and restrictions set forth in the Restated COD of the Company in the form attached as Exhibit
A hereto.


 


		Section	5      
Miscellaneous Provisions



 


5.1             
Notices. All notices permitted or required by this Agreement shall
be in writing, and shall be deemed to have been delivered and received (a) when personally delivered, (b) on the third
(3rd) business day after the date on which deposited in the United States mail, postage prepaid, certified or registered
mail, return receipt requested, or (c) on the date on which transmitted by facsimile or other electronic means producing a
tangible receipt evidencing a successful transmission, or (d) on the next business day after the date on which deposited with a
regulated public carrier or nationally recognized overnight commercial delivery service (e.g., Federal Express, DHL, etc.),
addressed to the party for whom intended, (i) if to the Company, then at the mailing address, email address, or facsimile number
set forth on the Company's signature page hereto, or (ii) if to a Stockholder, then at the mailing address, email address, or facsimile
number on the Company's records for such Stockholder, or such other mailing address, email address, or facsimile number, notice
of which has been delivered in a manner permitted by this Section 5.1.


 






    	4.



    	 



    

 


5.2             
Severability. If any provision of this Agreement is for any reason
found to be ineffective, unenforceable, or illegal by any court having jurisdiction, such condition shall not affect the validity
or enforceability of any of the remaining portions hereof, unless it deprives any party hereto of any material right or license
held by such party under this Agreement. The parties shall negotiate in good faith to replace any such ineffective, unenforceable
or illegal provisions as soon as is practicable, and the substituted provision shall, as closely as possible, have the same economic
effect as the eliminated provision.


 


5.3             
Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.


 


5.4             
Force Majeure. Neither party shall be liable for any default or
delay in performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly,
by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions; riots or
civil disorder; accidents or unavoidable casualties; interruptions in transportation or communications facilities or delays in
transit or communication; supply shortages or the failure of any Person to perform any commitment to such party related to this
Agreement; or any other cause (whether similar or dissimilar to those expressly enumerated in this Section 5.4) beyond such
party's reasonable control.


 


5.5             
Entire Agreement. This Agreement, and the exhibits hereto set forth
the entire understanding of the parties concerning the subject matter hereof, and supersede all prior and contemporaneous agreements
and understandings relating to the subject matter hereof, whether oral or written.


 


5.6             
Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Stockholders owing at least a majority of the Existing
Series A Shares. Any amendment or waiver effected in accordance with this Section 5.6 shall be binding upon the Company,
each Investor, and any transferee of any Securities. Each Stockholder acknowledges that by the operation of this Section 5.6,
less than all of the Stockholders who are parties hereto may effect an amendment or waiver of provisions of this Agreement and
may thereby diminish or eliminate rights of such Stockholder under this Agreement even though such Stockholder has not consented
to the amendment or waiver.


 


(a)              
Exculpation Among Stockholders. Each Stockholder acknowledges that
such Stockholder is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in
making its investment or decision to invest in the Company. Each Stockholder agrees that no Stockholder nor the respective controlling
persons, officers, directors, partners, agents or employees of any Stockholder shall be liable to any other Stockholder for any
action heretofore or hereafter taken or omitted to be taken by any of them in connection with the issuance of the Notes hereunder
and any shares issuable upon conversion of the Notes.


 


(b)              
Rights of Stockholders. The Stockholders (or transferee holder
of Securities) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have
by reason of this Agreement, including without limitation the right to consent to the waiver of any obligation of the Company under
this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement effecting
any such modification, and the Stockholders or transferee holder shall not incur any liability to any other Stockholders or holder
of Securities with respect to exercising or refraining from exercising any such right or rights.


 






    	5.



    	 



    

 


5.7             
Governing Law; Jurisdiction; Venue. This Agreement shall be governed
by and construed in accordance with applicable provisions of the laws of the State of Nevada (without regard to application of
its conflict-of-law principles), and each party hereby consents to the jurisdiction of the courts of the State of Nevada for purposes
of all actions commenced to construe or enforce this Agreement.


 


5.8             
Attorneys' Fees. If any action or proceeding is commenced to construe
this Agreement or enforce the rights and duties set forth herein, then the party prevailing in that action shall be entitled to
recover its costs and fees in that action, as well as the costs and fees of enforcing any judgment entered therein.


 


5.9             
Construction. This Agreement is the result of negotiations between
the parties and neither of the parties entering into this Agreement has acted under any duress or compulsion, whether legal, economic
or otherwise. The parties hereby waive the application of any rule of law that ambiguous or conflicting terms or provisions should
be construed against the party who (or whose attorney) prepared this Agreement or any earlier draft of the same. In this Agreement,
the word "Person" includes any individual, corporation, limited liability company, trust, fiduciary, governmental
entity, or other entity or status of any kind that is recognized under applicable law as a separate legal person, and the word
"include(s)" means "include(s), without limitation," and the word "including" means
"including, but not limited to." Unless the context of this Agreement otherwise clearly requires, references to the plural
include the singular and the singular the plural. Unless otherwise expressly indicated herein, the words "hereof,"
"hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to "Section" herein shall refer to the sections and paragraphs of
this Agreement unless specifically stated otherwise. The section and other headings, if any, contained in this Agreement are inserted
for convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or
interpretation of this Agreement.


 


5.10         
Counterparts; Electronic Signatures. This Agreement may be executed
in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same
instrument, binding on each signatory thereto. A copy of this Agreement that is executed by a party and transmitted by that party
to the other party by facsimile or as an attachment (e.g., in ".tif" or ".pdf" format) to an email shall
be binding upon the signatory to the same extent as a copy hereof containing that party's original signature.


 


 


 


[Signatures
begin on following page.]


 


 




    	6.



    	 



    

 


In
Witness Whereof, the undersigned has executed this Exchange Agreement, effective
as of the date first above written.


 





	 	EnerJex Resources, Inc., a Nevada corporation 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:  	 	 
	 	 	Robert G. Watson, Jr.,	 
	 	 	Chief Executive Officer	 
	 	 	 	 
	 	Address, Facsimile
    & Email for Notices:	 
	 	 	 	 
	 	EnerJex Resources, Inc.	 
	 	ATTN:   Mr. Robert G. Watson, Jr.	 
	 	4040 Broadway, Suite 508	 
	 	San Antonio, Texas 78209	 
	 	 	 	 
	 	Facsimile:  (210) 829-1224	 
	 	Email:  rwatson@enerjexresources.com
    	 







 


  


[Stockholder signatures begin on following
page.]


 


 


 


 


 


 


 


 


 





[Company
Signature Page to Exchange Agreement]







 




    	 



    	 



    

 


In
Witness Whereof, the undersigned has executed this Exchange Agreement, effective
as of the date first above written.


 





	 	Stockholder:	 
	 	 	 
	 	 	 
	 	 	 
	 	Signature of Stockholder	 
	 	 	 
	 	 	 
	 	 	 
	 	Printed Name of Stockholder	 
	 	 	 
	 	 	 
	 	 	 
	 	Printed Name & Title of Individual Signing for Stockholder (e.g., as "Trustee" for a Trust)	 







 


 


[Stockholder Signature
Page to Exchange Agreement]


 




    	 



    	 



    

 


Exhibit
A


 


 


Amended and Restated Certificate
of Designation


 




    	 



    	 



    

 


Exhibit
B


 


Stock
Assignment Separate from Certificate


(see following page)


 


 



    	 



    	 



    






STOCK ASSIGNMENT


(Separate From Certificate)


 


 


THE UNDERSIGNED
hereby sells, assigns and transfers unto Enerjex Resources, Inc., a
Nevada corporation ("Assignee"), __________________ (___,___) shares of the Series A Preferred Stock of
Enerjex Resources, Inc., a Nevada corporation (the "Corporation"),
standing in the name of the undersigned on the books of the Corporation represented by Stock Certificate No. A-___, and does hereby
irrevocably constitute and appoint the Secretary of the Corporation as its attorney-in-fact (with full power of substitution) to
transfer such stock on the books of the Corporation.


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Date	 	Signature of Stockholder
	 	 	 
	 	 	 
	 	 	 
	 	 	Printed Name of Stockholder