SEVENTH
AMENDMENT TO


AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS SEVENTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Seventh Amendment”) is entered into and effective as
of the Seventh Amendment Closing Date (as defined below) among ENERJEX RESOURCES, INC., a Nevada corporation (“Parent”),
ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“EnerJex Kansas”), DD
ENERGY, INC., a Nevada corporation (“DD Energy”), Working
Interest, LLC, a Kansas limited liability company (“Working Interest”), BLACK SABLE ENERGY,
LLC, a Texas limited liability company (“Black Sable”), BLACK RAVEN ENERGY, INC., a Nevada
corporation (“Black Raven”) and ADENA, LLC, a Colorado limited liability company (“Adena”;
together with Parent, EnerJex Kansas, DD Energy, Working Interest, Black Sable and Black Raven, collectively, “Borrowers”
and each, a “Borrower”) and TEXAS CAPITAL BANK, N.A., a national banking association, as
a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in
such capacity the “Administrative Agent”), and the several banks and financial institutions from time
to time parties to the Credit Agreement, as defined below (the “Banks”). Capitalized terms used but not
defined in this Seventh Amendment have the meaning given them in the Credit Agreement.


 


RECITALS


 


A.           Borrowers,
Administrative Agent, L/C Issuer and Banks previously entered into that certain Amended and Restated Credit Agreement dated as
of October 3, 2011, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 14,
2011, that certain Second Amendment to Amended and Restated Credit Agreement dated as of August 31, 2012, that certain Third Amendment
to Amended and Restated Credit Agreement dated as of November 2, 2012, that certain Fourth Amendment to Amended and Restated Credit
Agreement dated as of January 24, 2013, that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of September
30, 2013 and that certain Sixth Amendment thereto dated as of November 19, 2013 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).


 


B.           On
the Seventh Amendment Closing Date, Parent desires to issue up to 850,000 shares of 10% Series A Cumulative Redeemable Perpetual
Preferred Stock ($0.001 par value per share) pursuant that certain Amended and Restated Certificate of Designation of Preferences,
Rights and Limitations in substantially the form attached hereto as Exhibit A (the “Issuance”).


 


C.           Borrowers
have requested that Administrative Agent and Banks consent to the Issuance.


 


D.           Administrative
Agent and Banks desire to consent to the Issuance subject to the terms and conditions set forth herein.


 


E.           Borrowers,
Administrative Agent, L/C Issuer and Banks have agreed to amend the Credit Agreement, subject to the terms and conditions of this
Seventh Amendment.


 




    	 



    	 



    

 


AGREEMENT


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:


 


I.           Specific
Amendments to Credit Agreement.


 


A.           Article
I, Definitions, of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical
order:


 


“Seventh
Amendment” means the Seventh Amendment to Amended and Restated Credit Agreement dated effective as of the Seventh
Amendment Closing Date by and among Borrowers, Administrative Agent, L/C Issuer and Banks.


 


“Seventh
Amendment Closing Date” means the date on which the Designation is filed with the Secretary of State of the State
of Nevada and the conditions precedent set forth in the Seventh Amendment have been satisfied as set forth therein.


 


B.           Article
I, Definitions, of the Credit Agreement is hereby amended by revising the definition of “Designation” in its entirety
as follows:


 


“Designation”
means that certain Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative
Redeemable Perpetual Preferred Stock as filed with the Secretary of State of the State of Nevada, setting forth the rights, preferences,
restrictions and other matters relating to 10% Series A Cumulative Redeemable Perpetual Preferred Stock of the Parent.


 


II.          Consent
to the Issuance. Subject to terms of this Seventh Amendment and the satisfaction of the conditions precedent set forth in Section
III below, Administrative Agent and Banks hereby consent to the Issuance.


 


III.         Conditions
Precedent to Seventh Amendment. This Seventh Amendment shall be effective once each of the following conditions have been satisfied
in Administrative Agent’s sole discretion on or before the Seventh Amendment Closing Date:


 


		A.	Borrowers, Administrative Agent and Banks shall have executed and delivered this Seventh Amendment;



 


		B.	Borrowers shall have delivered executed copies of the Designation and the other documents, certificates
and other agreements executed and/or delivered in connection with the Issuance; and



 


		C.	Borrowers shall have delivered to Administrative Agent evidence that the Issuance has been consummated
and all conditions therein have been satisfied, unless waived by Administrative Agent in writing.



 




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IV.          Representations,
Warranties and Covenants. Borrowers represent and warrant to Administrative Agent and Banks that (a) they possess all
requisite Corporate Power and authority to execute, deliver and comply with the terms of this Seventh Amendment, (b) this
Seventh Amendment has been duly authorized and approved by all requisite Corporate Action on the part of the Borrowers, (c) no
other consent of any Person (other than Administrative Agent and Banks) is required for this Seventh Amendment to be effective,
(d) the execution and delivery of this Seventh Amendment does not violate their Governing Documentation, (e)  the representations
and warranties in each Loan Document to which they are a party are true and correct in all material respects on and as of the Seventh
Amendment Closing Date as though made on the Seventh Amendment Closing Date, (f)  they are in full compliance with all covenants
and agreements contained in each Loan Document to which they are a party, (g) no Event of Default or Default has occurred
and is continuing, and (h) no exhibit or schedule to the Credit Agreement is required to be supplemented, amended or modified in
connection with the transactions contemplated by this Seventh Amendment or any other matters occurring prior to the Seventh Amendment
Closing Date. The representations and warranties made in this Seventh Amendment shall survive the execution and delivery of this
Seventh Amendment. No investigation by Administrative Agent or any Bank is required for Administrative Agent or any Bank to rely
on the representations and warranties in this Seventh Amendment.


 


V.          Scope
of Amendment; Reaffirmation; Release. All references to the Credit Agreement shall refer to the Credit Agreement as amended
by this Seventh Amendment. Except as affected by this Seventh Amendment, the Loan Documents are unchanged and continue in full
force and effect. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Seventh
Amendment) and any other Loan Document, the terms of the Credit Agreement shall control and such other document shall be deemed
to be amended to conform to the terms of the Credit Agreement. Borrowers hereby reaffirm their obligations under the Loan Documents
to which they are a party to and agree that all Loan Documents to which they are a party to remain in full force and effect and
continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this
Seventh Amendment). Borrowers hereby release, discharge and acquit Administrative Agent,
L/C Issuer and Banks from any and all claims, demands, actions, causes of action, remedies, and liabilities of every kind or nature
(including without limitation, offsets, reductions, rebates, or lender liability) arising out of any act, occurrence, transaction
or omission occurring in connection with the Credit Agreement and the other Loan Documents prior to the Seventh Amendment Closing
Date.


 


VI.          Miscellaneous.


 


(a)          No
Waiver of Defaults. This Seventh Amendment does not constitute (i) a waiver of, or a consent to, (A) any provision of the Credit
Agreement or any other Loan Document, or (B) any present or future violation of, or default under, any provision of the Loan Documents,
or (ii) a waiver of Administrative Agent’s or any Bank’s right to insist upon future compliance with each term, covenant,
condition and provision of the Loan Documents.


 


(b)          Form.
Each agreement, document, instrument or other writing to be furnished to Administrative Agent under any provision of this Seventh
Amendment, if any, must be in form and substance satisfactory to Administrative Agent and its counsel.


 




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(c)          Headings.
The headings and captions used in this Seventh Amendment are for convenience only and will not be deemed to limit, amplify or modify
the terms of this Seventh Amendment, the Credit Agreement, or the other Loan Documents.


 


(d)          Costs,
Expenses and Attorneys’ Fees. Borrowers agree to pay or reimburse Administrative Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Seventh Amendment,
including, without limitation, the reasonable fees and disbursements of Administrative Agent’s counsel.


 


(e)          Successors
and Assigns. This Seventh Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective
successors and permitted assigns.


 


(f)          Multiple
Counterparts. This Seventh Amendment may be executed in any number of counterparts with the same effect as if all signatories
had signed the same document. All counterparts must be construed together to constitute one (1) and the same instrument. This Seventh
Amendment may be transmitted and signed by facsimile or portable document file (pdf). The effectiveness of any such documents and
signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on
Borrowers, Administrative Agent, L/C Issuer and Banks. Administrative Agent may also require that any such documents and signatures
be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall not limit
the effectiveness of any facsimile document or signature.


 


(g)          Governing
Law. This Seventh Amendment and the other Loan Documents must be construed, and their
performance enforced, under Texas law.


 


(h)          Entirety.
THIS SEVENTH AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS CONSTITUTE
A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(A) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER UNDER THIS SEVENTH AMENDMENT AND UNDER THOSE OTHER WRITTEN DOCUMENTS
AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature pages follow)


 




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IN WITNESS WHEREOF,
this Seventh Amendment is executed effective as of the Seventh Amendment Closing Date.


 


	 	BORROWERS:
	 	 
	 	ENERJEX RESOURCES, INC.
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer


 


	 	ENERJEX KANSAS, INC.
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer


 


	 	DD ENERGY, INC.
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer
	 	 	 
	 	WORKING INTEREST, LLC
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer
	 	 	 
	 	BLACK SABLE ENERGY, LLC
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer


 


Signature Page to Seventh Amendment


 




    	 



    	 



    

 


	 	BLACK RAVEN ENERGY, INC.
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer
	 	 
	 	– and –
	 	 
	 	ADENA, LLC
	 	 
	 	By:	 
	 	 	Robert G. Watson, Jr.
	 	 	Chief Executive Officer


 


Signature Page to Seventh Amendment


 






    	 



    	 



    

 





	 	ADMINISTRATIVE AGENT AND L/C ISSUER:
	 	 
	 	TEXAS CAPITAL BANK, N.A.,
	 	as Administrative Agent, L/C Issuer and
	 	a Bank
	 	 
	 	By:	 
	 	 	W. David McCarver IV
	 	 	Senior Vice President
	 	 
	 	BANKS:
	 	 
	 	TEXAS CAPITAL BANK, N.A.,
	 	as Administrative Agent, L/C Issuer and
	 	a Bank
	 	 
	 	By:	 
	 	 	W. David McCarver IV
	 	 	Senior Vice President
	 	 
	 	IBERIABANK
	 	 
	 	By:	 
	 	 	Cameron D. Jones
	 	 	Senior Vice President


 


Signature Page to Seventh Amendment


 




    	 



    	 



    

 


Exhibit
A


 


to


 


SEVENTH
AMENDMENT TO


AMENDED
AND RESTATED CREDIT AGREEMENT


 


Amended
and Restated Certificate of Desigantrion of Preferences, Rights and Limitations of 10% Series A Cumulative Redeemable Perpetual
Preferred STock