4040 Broadway, Suite 508
San Antonio, TX 78209

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Toto be held on Thursday, April 27, 2017December 28, 2018

TO THE STOCKHOLDERS OFAGEAGLE AERIAL SYSTEMS INC.:

The annual meetingAnnual Meeting of the stockholders (the “Annual Meeting”) of EnerJex Resources,AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”), will be held on Thursday, April 27, 2017,December 28, 2018, at 9:00 a.m., local time, at the offices of the Company located at 4040 Broadway, Ste. 508, San Antonio, Texas 78209,1415 Park Avenue West, Denver, CO 80205, for the following purposes:

(1)       To elect five directors;

(2)       To ratify the appointment of D. Brooks and Associates CPA’s, P.A., as the Company’s independent accountants, for the fiscal year ending December 31, 2018; and

(3)       To transact suchany other business as may properly come beforebe presented at the annual meeting,Annual Meeting or any postponements or adjournmentsadjournment thereof.

TheA proxy statement, providing information, and a form of proxy to vote, with respect to the foregoing matters accompany this notice.

Important Notice Regarding Availability of Proxy Statement following this Notice ofMaterials for the Annual Meeting of Stockholders describes

To Be Held December 28, 2018.

The proxy statement and the formal businessCompany’s 2017 annual report to be conducted at the annual meeting.

Therestockholders are two (2) categories of stock outstanding that are entitled to vote at the annual meeting, common stock and Series A preferred stock:

Only stockholders of record at the close of business on March 28, 2017, will be entitled to vote at the meeting. A list of stockholders will be available at our principal offices during normal business hours, for examination by any stockholder for any purpose germane to the annual meeting, for ten (10) days prior to the date thereof. The proxy materials will be furnished to stockholders on or around April 7, 2017.Company’s website, www.ageagle.com.

The Company’s annual report for the fiscal year ended December 31, 2016 accompanies this Notice of Annual Meeting of Stockholders and Proxy Statement.

By Order of the Board of Directors,IMPORTANT

Louis G. Schott
Interim Chief Executive Officer

IMPORTANT

Whether or not you expect to attend the annual meetingAnnual Meeting, please complete, date, and sign the accompanying proxy, and return it promptly in person, EnerJex urges you to please vote your shares at your earliest convenience. This will ensure the presence of a quorum atenclosed return envelope or follow the meeting. Promptly voting your shares by signing, dating and mailinginstructions on the enclosed proxy will save EnerJex the expenses and extra work of additional solicitation. Submittingcard to vote your proxy now will not preventby telephone. If you from voting your shares at the meeting ifgrant a proxy, you desire to do so, as your proxy is revocable at your option.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 27, 2017. Our Proxy Statement to Stockholders is available atwww.enerjex.com.

4040 Broadway, Suite 508
San Antonio, Texas 78209

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
April 27, 2017

This statement is furnished in connection with the solicitation by the board of directors of EnerJex Resources, Inc., a Nevada corporation (hereinafter “EnerJex” or the “Company”) of proxies in the accompanying form for the annual meeting of stockholders to be held on Thursday, April 27, 2017, at 9:00 a.m. Central Standard Time at the offices of the Company located at 4040 Broadway, Ste. 508, San Antonio, Texas 78209, and at any adjournment thereof.

This proxy statement and the enclosed form of proxy were first sent to stockholders on or about April 7, 2017.

If the form of proxy enclosed herewith is executed and returned as requested,may revoke it may nevertheless be revoked at any time prior to exercisethe Annual Meeting or nevertheless vote in person at the Annual Meeting.

PLEASE NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors, unless you direct the nominee holder how to vote, by filing an instrument revoking itreturning your proxy card or a duly executedby following the instructions on the proxy bearing a later date.card to vote by telephone .

Solicitation

AGEAGLE AERIAL SYSTEMS INC.

117 S. 4th Street

Neodesha, Kansas 66757

PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held December 28, 2018

PROXY SOLICITATION

The Company is soliciting proxies will be made by mailon behalf of the Board of Directors in connection with the Annual Meeting of stockholders on December 28, 2018 and by EnerJex’s interim chief executive officer, Louis G. Schott. EnerJexat any adjournment thereof. The Company will bear the costsentire cost of such solicitationpreparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy, and any additional material that may be furnished to stockholders. Proxies also may be solicited through the mails or direct communication with certain stockholders or their representatives by officers, directors, or employees of the Company, who will reimburse brokerage firms, banks, trusteesreceive no additional compensation therefor.

December6, 2018 is the approximate date on which this Proxy Statement and others for their actual out-of-pocket expensesthe accompanying form of proxy are first being sent to stockholders.

RECENT DEVELOPMENTS

As disclosed in forwardingthe Company’s Current Report on Form 8-K filed on March 29, 2018, on March 26, 2018, EnerJex Resources, Inc. (“EnerJex” or the “Pre-Merger Company”), a Nevada corporation, consummated the transactions contemplated by that certain Agreement and Plan of Merger dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of EnerJex, merged with and into AgEagle Aerial Systems, Inc., a privately held company organized under the laws of the state of Nevada (“AgEagle Sub”), with AgEagle Sub surviving as a wholly-owned subsidiary of EnerJex (the “Merger”). In connection with the Merger, EnerJex changed its name to AgEagle Aerial Systems Inc. and AgEagle Sub changed its name to “Eagle Aerial Systems, Inc.” As a result of the Merger, at times we refer to AgEagle and its subsidiary, AgEagle Sub, as the “Company” or the “Post-Merger Company.”

Certain information contained in this proxy materialstatement with respect to fiscal year 2017 disclosures is referring to EnerJex prior to the beneficial owners of its common stockMerger. To the extent relevant and 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A preferred stock”).

Stockholders who send in proxies but attend the meeting in person may vote directly if they prefer and withdraw their proxies or may allow their proxies to be voted with the similar proxies sent in by other stockholders.

VOTING PROCEDURES AND TABULATION

EnerJex will appoint an election inspector to act at the meeting and to make a written report thereof. Prior to the meeting, the inspector will sign an oath to perform its duties in an impartial manner and to the best of its ability. The inspector will ascertain the number of shares outstanding and the voting power of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and performapplicable, we have also included certain other duties as required by law. The inspector will tabulate the number of votes cast for, against or abstained from the proposals describedinformation in the foregoing notice.proxy statement with respect to fiscal year 2017 disclosures about AgEagle Sub, the private operating company pre-Merger, for fiscal year 2017. Throughout this proxy statement, as applicable, we refer to AgEagle and its subsidiary, AgEagle Sub, as the “Company” or the “Post-Merger Company.”)

The presence at

GENERAL INFORMATION ABOUT VOTING

Record Date, Outstanding Shares, and Voting Rights

As of November 19, 2018, the meeting, in person or by proxy, ofrecord date for the holdersAnnual Meeting, the Company had outstanding 11,606,248 shares of common stock, holding inpar value $0.001 per share (the “Common Stock”), being the aggregate a majorityclass of the voting power of EnerJex’s common stock entitled to vote at the meeting shall constitute a quorum formeeting. Each share of Common Stock entitles its holder to one vote.

Voting Procedures; Revoking Proxies

You may vote your proxy by completing, dating, signing, and mailing the transactionaccompanying form of business.

The vote of holders of common stock holdingproxy in the aggregate a majority of the voting power of EnerJex’s stock present at the meeting, in personreturn envelope provided or by proxy, shall decide the proposals on which the holders of common stock are entitled to vote, as described in the foregoing notice.

The presence at the meeting, in person or by proxy, of the holders of Series A preferred stock holding in the aggregate a majority of the voting power of EnerJex’s Series A preferred stock entitled to vote at the meeting shall constitute a quorum for the transaction of business upon which the Series A preferred stock is entitled to vote.

The vote of holders of the Series A preferred stock holding in the aggregate a majority of the voting power of EnerJex’s Series A preferred stock present at the meeting, in person or by proxy, shall elect the Series A directors.

Abstentions will be counted for purposes of establishing a quorum for the meeting, but will not count as votes cast for the election of directors or any other question. Accordingly, abstentions will have the same effect as a vote cast “AGAINST” each proposal.

If EnerJex receives a signed proxy card with no indication of the manner in which shares are to be voted on the proposals, such shares will be voted in accordance with the recommendation of the board of directors for such proposal.

Brokers who hold shares in street name only have the authority to vote on certain items when they have not received instructions from beneficial owners. Any “broker non-votes” will be counted for the purposes of establishing a quorum for the meeting, but will not be counted as votes cast for the election of Directors or any other question. Accordingly, “broker non-votes” will have the same effect as a vote cast “AGAINST” each proposal.

Electronic Access to Proxy Materials

This proxy statement is available atwww.enerjex.com.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this proxy statement and may not contain all of the information about the debt satisfaction/asset conveyance transaction that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this proxy statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the matters being considered at the meeting. You may obtain, without charge, copies of documents incorporated by reference into this proxy statementtelephone by following the instructions underon the sectionform of thisproxy. The persons authorized by any of those means to vote your shares will vote them as you specify or, in absence of your specification, as stated on the form of proxy. Abstentions and broker non-votes have no effect on the proposals being voted upon

You may revoke any proxy statement entitled“Where by notifying the Company in writing at the above address, ATTN: Secretary, AgEagle Aerial Systems Inc., 117 South 4^thStreet, Neodesha, Kansas 66757, or by voting a subsequent proxy or in person at the meeting.

Attending the Meeting

You Can Find Additional Information” beginning on page 59.

The Parties

EnerJex Resources,may obtain directions to the meeting at http://www.ageagle.com or by writing to the Company at the above address, ATTN: Secretary, AgEagle Aerial Systems Inc.

We operate as an oil exploration and production company engaged, 117 South 4^thStreet, Neodesha, Kansas 66757. If you attend the meeting, you may vote there in person, regardless whether you have voted by any of the other means mentioned in the acquisition, development, explorationpreceding paragraph.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Common Stock, as of November 19, 2018, the record date of the meeting, by each of the Company’s nominees for director, and productionexecutive officers; all executive officers and directors as a group, and each person known to the Company to own beneficially more than 5% of oil in Eastern Kansasthe Common Stock. Except as otherwise noted, the persons identified have sole voting and South Texas.investment power with respect to their shares.

We* Less than one percent.

PROPOSAL 1

ELECTION OF DIRECTORS

Effective as of the closing date of the Merger, all of the EnerJex executive officers and directors resigned from their positions with EnerJex, and the officers and directors of AgEagle Sub were formerly knownappointed to serve as Millennium Plastics Corporationofficers and were incorporateddirectors of the Post-Merger Company. EnerJex’s named executive officers for the fiscal years ended December 31, 2017 and 2016 are no longer current executive officers of the Company. As a result, and for ease of reference we have included separate executive compensation sections to reflect the prior years’ compensation for the EnerJex executive officers and directors and for the Post-Merger Company executive officers and directors. Only the Post-Merger Company directors are being nominated for election.

Nominees of the Board of Directors

The Board of Directors has nominated the persons identified below for election as directors, to serve until the next annual meeting at which time their successors have been elected and qualified. Directors are elected by a plurality of votes cast. If any nominee becomes unavailable for election, which is not expected, the persons named in the State of Nevada on March 31, 1999. We abandoned a prior business plan focusing onaccompanying proxy intend to vote for any substitute whom the development of biodegradable plastic materials. In August 2006, we acquired Midwest Energy, Inc., a Nevada corporation, pursuant to a reverse merger. After the merger, Midwest Energy became a wholly owned subsidiary,Board nominates.

Bret Chilcott. Mr. Chilcott has served as a resultmember of the merger the former Midwest Energy stockholders controlled approximately 98%Board of our outstanding shares of common stock. We changed our name to EnerJex Resources, Inc. in connection with the merger, and in November 2007 we changed the name of Midwest Energy (now our wholly owned subsidiary) to EnerJex Kansas, Inc. All of our current operations are conducted through EnerJex Kansas, Black Raven Energy, Inc., Black Sable Energy, LLC, and our leasehold interests are held in our wholly owned subsidiaries Adena, LLC, Black Raven Energy, Inc., Black Sable Energy, LLC, Working Interest, LLC, and EnerJex Kansas, Inc.

EnerJex's corporate offices are located at 4040 Broadway, Suite 508, San Antonio, Texas 78209 and its telephone number is (210) 451-5545. EnerJex's website is located atwww.enerjex.com. The information contained on or connected to EnerJex's website is expressly not incorporated by reference into this proxy statement. Additional information about EnerJex is included elsewhere in this proxy statement. See the sections entitled “Information about EnerJex”.

PWCM Investment Company IC LLC (the “Successor Lender”)

PWCM Investment Company IC LLC is an entity owned by a private investment fund affiliated with Pentwater Capital Management LP. Pentwater's corporate offices are located at 614 Davis Street, Evanston, Illinois, and its telephone number is (312) 589-6400. Pentwater is not affiliated with EnerJex.

Transaction to Satisfy a Portion of the Secured IndebtednessDirectors of the Company with a Conveyanceand as President since the inception of Assetsthe Company in April 2014 and Cash (page 25)

EnerJexhad served as Chief Executive Officer from February 2016 to July 18, 2018. As of July 18, 2018, Mr. Chilcott stepped down as Chief Executive Officer and its operating subsidiaries entered into a Letter Agreement with PWCM Investment Company IC LLCcurrently serves as President, Secretary and certain other investors,Chairman of the purchaserBoard of our secured indebtedness from our former bank (the “Successor Lender”). We agreed with the Successor Lender to several simultaneous transactions — the Successor Lender would forgive most of our secured loan in the approximate principal amount of $17,295,000, and amend and restate our secured note into a note for $4,500,000, which may be discharged at a discount for an aggregate payment of $3,300,000 provided we pay the note off in full prior to maturity.

We would conveyDirectors. The path to the Successor Lender our oil and gas properties in Colorado, Texas, and Nebraska, and all of our shares of Oakridge Energy, Inc. (together,Company started when Mr. Chilcott established his advanced composite manufacturing company, Solutions by Chilcott, LLC, whose manufacturing processes led the “conveyed oil and gas assets”).

A copyway to the initial fixed wing design of the Letter Agreement we entered on February 10, 2017,Company. Previously, Mr. Chilcott spent over 12 years with Cobalt Boats in Neodesha, Kansas, where he held a variety of positions from Director of Product Development and Engineering to Director of Sales and Marketing. In those positions, he was responsible for developing strategic product plans for the company as well as the management of regional sales managers. Prior to Cobalt Boats, Mr. Chilcott also spent a number of years working at the Cessna Aircraft Company and Snap-on Tools. It was at Snap-on Tools, acting as a national accounts manager, that Mr. Chilcott first amendmentestablished his blueprint for a dealer network, a model which he carried over successfully to the Letter Agreement dated March 30, 2017, both of which we refer to collectively asCompany when the Letter Agreement, is attached as Annex A-1Company began selling its product. Mr. Chilcott graduated from Kansas Community College in 1982 with a degree in Sales and A-2, respectively, to this proxy statement. Under the termsMarketing. The Company believes that Mr. Chilcott’s background and experience in composite parts manufacturing provides him with a broad familiarity of the Letter Agreement,range of issues confronting the parties agreed that: (i)Company in the Successor Lenders would agree to forgive mostmarket, which makes him a qualified member of our existing secured loan in the approximate principal amount of $17,295,000 in exchange for the Restated Secured Noteboard.

Each party’s obligation to consummate the debt satisfaction/asset conveyance is also subject to the following additional conditions:

In addition, the Successor Lender's obligation to consummate the debt satisfaction/asset conveyance is also subject to the condition that since the date of the Letter Agreement that there not have been a material adverse event with regard to the conveyed oil and gas properties.

You should read the section of this proxy statement entitled “Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets — Letter Agreement” beginning on page 39 for a more complete discussion of the material terms of the letter agreement.

Interests of Directors and Executive Officers in the Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets Transaction (page 44)

As of March 30, 2017, our directors and executive officers held and are entitled to vote, in the aggregate, 3,973,168 shares of Company common stock, representing approximately 47.17% of the voting power of the outstanding shares entitled to vote at the annual meeting.

Additional details of the beneficial ownership of our common stock by our directors and executive officers are set out in the section of this proxy statement entitled “Voting Securities” beginning on page 10. In addition to their interests in the debt satisfaction/asset conveyance transaction as stockholders, certainintegrity of the Company’s directorsfinancial statements, the qualifications and executive officers have interests inindependence of the transaction that may be different from, or in additionCompany’s independent auditors, and the Company’s internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of the Company’s independent auditors, and the Company’s independent auditors report directly to the interestsAudit Committee.

The Post-Merger Company’s current members of the our stockholders generally.

Our former CEO, Robert Watson, has entered into a separation agreement withAudit Committee are Louisa Ingargiola, Chair, Grant Begley, and Thomas Gardner. During the Company pursuant to which he will provide transition consulting services in the amount of $110,000, payable at a rate of $5,000 per month, until the earlier of the date our Colorado and Texas oil and gas assets are disposed of andfiscal year ended December 31, 2017, at which timeMr. Scott Burell was the remainderChair of the separationAudit Committee and consulting consideration shall be paid. As partresigned from the Board of his transition services Mr. Watson is performing services on behalf of EnerJex to fulfill our obligations under the consulting agreement with ASEN, the Successor Lender’s affiliate.

In considering the proposals to be voted on at the annual meeting, you should be aware of these interests. The membersDirectors of the board were awareCompany on November 21, 2018. Ms. Louisa Ingargiola was appointed on November 27, 2018 as a director of and considered these interests, among other matters, in evaluating and reaching their decision to adopt the plan to satisfy the Company's secured indebtedness as set forth in the Letter Agreement and determining that entry into the Letter Agreement was in the best interestsBoard of Directors of the Company and its stockholders, and in resolvingas the Chair of the Audit Committee to recommend thatreplace Mr. Burell. Each member of the Company’s stockholders vote to approveAudit Committee qualifies as an independent director under the Letter Agreementcorporate governance standards of the NYSE American and the transactions set forth therein.

For more information, please see the sectionindependence requirements of this proxy statement entitled “Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets — InterestsRule 10A-3 of the Company’sExchange Act. The Board of Directors has determined that Louisa Ingargiola qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and Executive Officers inmeets the Satisfaction of SecuredIndebtedness/Conveyance of Oil and Gas Assets Transaction” beginning on page 44.

Certain Effectsfinancial sophistication requirements of the Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets (page 45)

Upon the consummationThe EnerJex members of the debt satisfaction/asset conveyance transaction our secured indebtednessAudit Committee were Messrs. Miller and Menchaca.

Audit Committee Report

With respect to the audit of EnerJex’s financial statements for the year ended December 31, 2017, the EnerJex members of the Audit Committee:

we have a substantial accumulated net operating loss, or “NOL,” and we presently believe that the amount of that NOL will be available to shelter any gain that we otherwise might be required to recognize by virtue of the transfer of our Colorado, Texas and Nebraska assets, and of the shares of Oakridge Energy, Inc. to the Successor Lenders in partial satisfaction of our secured indebtedness.

You should read the section of this proxy statement entitled “Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets — Income Tax Consequences of the Transaction” beginning on page 46 for a more complete discussion of the material U.S. federal income tax consequences of the transaction.

Additional Information (page 53)

You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC atwww.sec.gov. See “Where You Can Find Additional Information” beginning on page 53.

FORWARD LOOKING STATEMENTS

This Proxy Statement contains “forward looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on the Company’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward looking statements may include statements regarding actions to be taken by the Company. The Company undertakes no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise. Forward looking statements should be evaluated together with the many uncertainties that affect the Company’s business, particularly those mentioned in the risk factors in Item 1A of the Company’s Annual Reportannual report on Form 10-K for the year ended December 31, 2016 and in2017.

James Miller, Chair
Richard Menchaca

Compensation Committee

The Compensation Committee approves the Company’s periodic reports on Form 10-Q and Form 8-K.

QUESTIONS AND ANSWERS
ABOUT THE SOLICITATION AND VOTING

Q.How may I obtain EnerJex’s annual reportcompensation objectives for the year ended December 31, 2016?

Q.Who is entitled to vote?

AsCompany, approves the compensation of March 28, 2017, we had 8,423,936 shares of common stockthe chief executive officer and 938,248 shares of Series A preferred stock outstanding and entitled to vote.

Q.What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner?”

Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the annual meeting unless you obtain a “legal proxy” from the broker, trusteeapproves or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should have enclosed or provided voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.

Q.How can I attend the annual meeting?

Please let EnerJex know if you plan to attend the meeting by marking the box on the enclosed proxy card. The meeting will begin promptly at 9:00 a.m. local time. Check-in will begin at 8:30 a.m. local time, and you should allow ample time for the check-in procedures.

Q.How can I vote my shares in person at the annual meeting?

Q.Do I have appraisal rights?

Q.How can I vote my shares without attending the annual meeting?

Q.Can I change my vote?

Q.What are the Board’s recommendations?

VOTING SECURITIES

The following table presents information, to the bestBoard of EnerJex’s knowledge, aboutDirectors for approval the ownershipcompensation of EnerJex’s common stock on March 28, 2017 relating to those persons known to beneficially own more than 5% of EnerJex’s capital stockother executives. The Compensation Committee reviews all compensation components, including base salary, bonus, benefits and by EnerJex’s directors and executive officers. The percentage of beneficial ownership for the following table is based on 8,423,936 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after March 28, 2017 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of EnerJex’s common stock.perquisites.

Name and Address of Beneficial Owner(1)		Number of Shares				Percent of Outstanding Shares of Common Stock(2)
Louis G. Schott, Interim CEO/Secretary			0				0	%
Robert G. Watson, Jr., Former CEO/President and Former Director(3)			326,667				3.88	%
Ryan A. Lowe, Director(4)			13,701				.16	%
Lance W. Helfert, Director(4)			381,306				4.53	%
James G. Miller, Director			157,356				1.87	%
Richard E. Menchaca, Director			12,432				0.15	%
Montecito Venture Partners, LLC(4)			128,925				1.53	%
Douglas M. Wright, CFO			70,000				0.83	%
Kent A. Roach, EVP			43,748				0.52	%
Alpha Capital Anstalt(5) Pradafant 7, Furstenturns 9490 Vaduz, Liechtenstein			832,259				9.9	%
Natalie Orfalea			691,412				8.21	%
David L. Kunovic, EVP Exploration			55,633				0.66	%
Paul Orfalea			696,945				8.27	%
Newman Family Trust			562,784				6.68	%
Directors, Officers and Beneficial Owners as a Group							47.17	%

The following table presents information, to the best of EnerJex’s knowledge, about the ownership of EnerJex’s Series A preferred stock on March 28, 2017 relating to those persons known to beneficially own more than 5% of EnerJex’s capital stock and by EnerJex’s directors and executive officers. The percentage of beneficial ownership for the following table is based on 938,248 shares of Series A preferred stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of Series A preferred stock over which the stockholder has sole or shared voting or investment power. It also includes shares of Series A preferred stock that the stockholder has a right to acquire within 60 days after March 28, 2017 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of EnerJex’s common stock.

Name and Address of Beneficial Owner(1)		Number of Shares				Percent of Outstanding Shares of Series A Preferred Stock(2)
Louis G. Schott, Interim CEO/Secretary			0				0	%
Robert G. Watson, Jr., Former CEO/President and Former Director(3)			2,000				.21	%
Ryan A. Lowe, Director(5)			0				0	%
Montecito Venture Partners, LLC(5)			6,746				.72	%
Lance W. Helfert, Director(4)(5)			18,555				1.98	%
James G. Miller, Director			0				0	%
Richard E. Menchaca, Director			0				0	%
Douglas M. Wright, CFO			2,000				.21	%
Kent A. Roach, EVP			0				0	%
David L. Kunovic, EVP Exploration			0				0	%
Directors, Officers and Beneficial Owners as a Group							2.69	%

PROPOSAL 1

ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

At the 2017 annual meeting of stockholders, a board of directors consisting of four (4) members will be elected, each director to hold office until the next annual meeting of stockholders, or a successor is elected and qualified, or until the director resigns, is removed or becomes disqualified.

EnerJex’s governance, compensation and nominating committee has nominated for election all four (4) of thePost-Merger Company’s current members of the boardCompensation Committee are Grant Begley, Chairman, Louisa Ingargiola, and Thomas Gardner. Mr. Scott Burell was a member of directors: R. Atticus Lowe, Lance W. Helfert, James G. Millerthe Compensation Committee and Richard E. Menchaca. The nominees have consented to their nomination toresigned from the boardBoard of directors, and will serve if elected. However, ifDirectors of the nominees should become unavailable for election,Company on November 21, 2018. Ms. Louisa Ingargiola was appointed on November 27, 2018 as a director of the accompanying proxy will be voted in favorBoard of holding a vacancy to be filled by EnerJex’s current directors. EnerJex has no reason to believe that Messrs. Lowe, Helfert, Miller or Menchaca will be unavailable to serve as directors.

The following information is provided regardingDirectors of the nominees for election to the board of directors.

Name		Age		Term		Board Committee(s)(1)
R. Atticus Lowe		36		Since 12/31/10
James G. Miller		68		Since 12/31/10		Audit (Chairman);
Lance W. Helfert		43		Since 12/31/10		GCNC (Chairman)
Richard E. Menchaca		49		Since 6/7/13		GCNC; Audit

R. Atticus Lowe.  Mr. Lowe previously served as senior vice president of corporate development from December 31, 2010 to 2015,Company and as a director since December 31, 2010. Mr. Lowe previously served as the chief investment officer of West Coast Asset Management, Inc. (WCAM) from 2006 to 2016, which was a registered investment advisor that invested more than $200 million in the oil and gas industry on behalf of its principals and clients. Mr. Lowe formerly served as a director and chairmanmember of the audit committee for Black Raven Energy, Inc., until we acquired Black Raven in September 2013.Compensation Committee to replace Mr. Lowe is a CFA charterholderBurell’s role.

Compensation Committee Interlocks and holds a degree in Business and Economics from Westmont College.Insider Participation

James G. Miller.  Mr. MillerNone of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serves, or has served as a director since December 31, 2010. Mr. Miller retired in 2002 after servinginception, as the Chief Executive Officer of Utilicorp United, Inc.’s business unit responsible for the company’s electricity generation and electric and natural gas transmission and distribution businesses, which served 1.3 million customers in seven mid-continent states. Utilicorp traded on the New York Stock Exchange, and the company was renamed Aquila in 2002. In 2007, Utilicorp’s electricity assets in northwest Missouri were acquired by Great Plains Energy Incorporated (NYSE: GXP) for $1.7 billion, and its natural gas properties and other assets were acquired by Black Hills Corporation (NYSE: BKH) for $940 million. Mr. Miller joined Utilicorp in 1989 through its acquisition of Michigan Gas Utilities, for which he served as the president from 1983 to 1991. Mr. Miller also is a member of the board of directors, compensation committee or other board committee performing equivalent functions of Guardian 8 Holdings. He currently servesany entity that has one or more executive officers serving as Chairman of The Nature Conservancy, Missouri Chapter, for which he has been a Trustee for the past 16 years.

Lance W. Helfert.  Mr. Helfert has served as a director since December 31, 2010. Mr. Helfert previously served as the President and a co-founder of WCAM, a registered investment advisor located in Montecito, California. Prior to co-founding WCAM, he managed a portfolio at Wilshire Associates and was involved in a full range of financial strategies at M.L. Stern & Co. Mr. Helfert is a co-author ofThe Entrepreneurial Investor: The Art, Science and Business of Value Investing, a book published by John Wiley & Sons. He has been featured in Kiplinger’s Personal Finance, Forbes, Barron’s, Fortune Magazine, and the Market Watch for his unique market prospective. In addition, Mr. Helfert has been a guest commentator on CNBC and the Fox Business networks. Mr. Helfert has also served on the board of directors for Junior Achievement of Southern California and the Tri-Counties Make-A-Wish Foundation.

Richard E. Menchaca.  Mr. Menchaca has been a director since June 7, 2013. Mr. Menchaca attended the University of Texas at Arlington where he received a BBA in Finance and pursued a MBA in Finance, and received a Graduate Degree from the SMU Southwestern School of Banking. Mr. Menchaca spent 18 years in the corporate banking industry with First Republic Bank (n.k.a. Bank of America), Bank One in Fort Worth and Fuji Bank, and Guaranty Bank in Houston. While at Guaranty Bank, Mr. Menchaca was one of the founding members of the Oil and Gas Banking Group, and within 18 months of its formation became the most profitable lending group within the bank with over $900 million of loans to oil and gas industry. Mr. Menchaca was the principal and founder of Petras Energy, LLC, an oil and gas production company based in Midland, Texas. The company was successfully sold in January 2006. Mr. Menchaca has been the founder and principal of several privately owned oil and gas companies with operations in Texas, Oklahoma and Louisiana. Mr. Menchaca served as President and Chief Executive Officer of Petroflow Energy Corporation, a Tulsa-based exploration and production company from May 2010 until June 2016, as well as a member of its board ofCompany’s directors from June 2009 to June 2016. Mr. Menchaca also serves as a directoror on the board of a non-profit organization based in Houston, Texas.Company’s compensation committee.

When the accompanying proxy is properly executedNominating and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted in favor of the election of the four (4) nominees identified above. EnerJex expects each nominee to be able to serve if elected, but if any nominee notifies EnerJex before this meeting that he is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the Directors, may be voted (i) for a substitute nominee or nominees, or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.Corporate Governance Committee

The vote of holders of common stock holding in the aggregate a majority of the voting power of EnerJex’s stock present at the meetingNominating and Corporate Governance Committee is required to elect each of the nominees.

Involvement in Certain Legal Proceedings

On December 23, 2013, the United States Securities and Exchange Commission (SEC) entered an order in an administrative proceeding, In the Matter of West Coast Asset Management, Inc., and Lance W. Helfert, File No. 3-15660. In that matter, WCAM and Mr. Helfert, without admitting or denying the allegations, entered into a settlement with the SEC regarding certain negligence-based violations of Section 17(a)(2) of the Securities Act and Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 (the Advisers Act). The matter was based upon an untrue statement made in an email that Mr. Helfert sent, in 2008, to an adviser to a prospective investor in an investment fund that was managed by WCAM. The SEC ordered WCAM and Mr. Helfert to cease and desist from committing or causing further such negligence-based violations, censured them, ordered WCAM to disgorge certain fees, and ordered WCAM and Mr. Helfert each to pay a monetary fine. WCAM and Mr. Helfert timely paid those amounts to the SEC.

Except as set forth above, none of our executive officers or directors has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.

Director Independence

Under the corporate governance requirements of companies whose shares are listedresponsible for trading on the NYSE MKT, at least a majority of the members of the board of directors of each listed company must be “independent.” The EnerJex board of directors has determined that three of the four (4) current directors — James G. Miller, Richard Menchaca, and Lance W. Helfert — are “independent directors” under the NYSE MKT listing requirements. The NYSE MKT listing requirements provide a non-exclusive list of persons who are not considered independent. For example, under these rules, a director who is, or during the

past three years was, employed by the Company or by any parent or subsidiary of the company, other than prior employment as an interim chairman or chief executive officer, would not be considered independent. No director qualifies as independent unless the EnerJex board of directors affirmatively determines that the director does not have a material relationship with the company that would interfere with the exercise of independent judgment. In making an affirmative determination that a director is an “independent director,” the EnerJex board of directors reviewed and discussed information provided by these individuals and by EnerJex with regard to each of their business and personal activities as they may relate to EnerJex and its management.

Board of Directors’ Meetings, Committees, Directors’ Compensation and Nominations

The EnerJex board of directors held 11 meetings during 2016. All of EnerJex’s directors attended seventy-five percent (75%) or more of the aggregate meetings of the EnerJex board of directors and all committees on which they served during 2016. Directors are encouraged, but not required, to attend the annual meetings of EnerJex’s stockholders.

Audit Committee and Financial Expert

The primary responsibilities of the audit committee include:

The audit committee will have the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Our audit committee consists of Mr. Miller and Mr. Menchaca. The board of directors has determined that each member of the audit committee qualifies as “independent” for purposes of membership on audit committees pursuant to the NYSE MKT listing requirements and the rules and regulations of the SEC and is able to read and understand Fundamental Financial Statements as required by the NYSE MKT listing requirements. In addition, the board of directors has determined that Mr. Miller qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

A copy of the audit committee charter is available on EnerJex’s websitewww.enerjex.com.

Governance, Compensation and Nominating Committee

The primary responsibilities of the Governance, Compensation and Nominating Committee include:

The governance, compensation and nominating committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

The governance, compensation and nominating committee consists of Mr. Menchaca and Mr. Helfert.

Stockholder Communications withresigned from the Board of Directors

Stockholders who wish of the Company on November 21, 2018. Ms. Louisa Ingargiola was appointed on November 27, 2018 as a director of the Board of Directors of the Company and as a member of the Nominating and Corporate Governance Committee to communicate with the board or a particularreplace Mr. Burell.

The Nominating and Corporate Governance Committee will consider director may send a lettercandidates recommended by security holders. Potential nominees to the secretaryBoard of EnerJex at: 4040 Broadway, Suite 508, San Antonio, Texas 78209. The mailing envelope must containDirectors are required to have such experience in business or financial matters as would make such nominee an asset to the Board of Directors and may, under certain circumstances, be required to be “independent”, as such term is defined under Section 121(a) of the listing standards of NYSE American and applicable SEC regulations. Security holders wishing to submit the name of a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the authorperson as a stockholderpotential nominee to the Board of Directors must send the name, address, and clearly state whethera brief (no more than 500 words) biographical description of such potential nominee to the intended recipients are allNominating and Corporate Governance Committee at the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o AgEagle Aerial Systems Inc., 117 S. 4th Street, Neodesha, Kansas 66757. Potential director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the board Nominating and Corporate Governance Committee, and/or just certain specified individual directors.any other method the Nominating and Corporate Governance Committee deems appropriate, which may, but need not, include a questionnaire. The secretaryNominating and Corporate Governance Committee may solicit or receive information concerning potential nominees from any source it deems appropriate. The Nominating and Corporate Governance Committee need not engage in an evaluation process unless (i) there is a vacancy on the Board of Directors, (ii) a director is not standing for re-election, or (iii) the Nominating and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by a security holder will make copies of all such lettersnot be evaluated differently from any other potential nominee. Although it has not done so in the past, the Nominating and circulate themCorporate Governance Committee may retain search firms to the appropriateassist in identifying suitable director or directors.candidates.

Board Leadership Structure and Role in Risk Oversight

The board of directorsBoard does not have a separate risk oversight body. Instead,formal policy on Board candidate qualifications. The Board may consider those factors it deems appropriate in evaluating director nominees made either by the EnerJex boardBoard or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily. In considering candidates for the Board, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be met. The directors will consider candidates from any reasonable source, including current Board members, stockholders, professional search firms or other persons. The directors will not evaluate candidates differently based on who has overall responsibilitymade the recommendation.

Stockholder Communications

Stockholders can mail communications to the Board of Directors, c/o Secretary, AgEagle Aerial Systems Inc., 117 S. 4th Street, Neodesha, Kansas 66757, who will forward the correspondence to each addressee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Company’s directors and executive officers and any beneficial owner of more than 10% of any class of Company equity security to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of the reports to Company. We have no reason to believe that the Pre-Merger Company’s executive officers and directors did not file such reports on a timely basis. .

EXECUTIVE OFFICERS

The following sets forth the names and ages of our current executive officers, their respective positions and offices, and their respective principal occupations or brief employment history as of the date hereof.

Barrett Mooney. Mr. Mooney joined as Chief Executive Officer as of July 18, 2018. Mr. Mooney brings an extensive track record of growing agriculture and sustainability businesses. From May 1, 2017 to July 18, 2018, he served as Group Product Lead for risk oversight, including,The Climate Corporation, a subsidiary of Monsanto (recently acquired by Bayer), where he led the satellite imagery team, managed a team focused on using artificial intelligence to enhance crop yield production an introduced a new organizational structure to improve sales efficiency. Prior to The Climate Corporation, from July 1, 2012 to May 1, 2017, Mr. Mooney co-founded and was CEO and president of HydroBio, a software company that used satellite-driven image analytics to conserve water and maximize crop yields. In May 2017, he sold HydroBio to The Climate Corporation. Mr. Mooney holds a Doctor of Philosophy in Agricultural and Biological Engineering from the University of Florida. He is also a member of the American Society of Agricultural and Biological Engineers. 

Bret Chilcott. Mr. Chilcott has served as parta member of regular boardthe Board of Directors of the Company and committee meetings, general oversightas President since the inception of executives’ managementthe Company in April 2014 and had served as Chief Executive Officer from February 2016 to July 18, 2018. As of risks relevantJuly 18, 2018, Mr. Chilcott stepped down as Chief Executive Officer and currently serves as President, Secretary and Chairman of the Board of the Directors. The path to us.the Company started when Mr. Chilcott established his advanced composite manufacturing company, Solutions by Chilcott, LLC, whose manufacturing processes led the way to the initial fixed wing design of the Company. Previously, Mr. Chilcott spent over 12 years with Cobalt Boats in Neodesha, Kansas, where he held a variety of positions from Director of Product Development and Engineering to Director of Sales and Marketing. In overseeing risks, the board seeks to understand the material risks, including financial, competitive, and operational risks, we face and the steps management is taking to manage those risks. It also has the responsibility for understanding what level of risk is appropriate. The board of directors reviews our business strategy and determines what constitutes an appropriate level of risk for EnerJex.

While the full EnerJex board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to its two committees. The audit committee, under its charter,

has been delegated the responsibility of reviewing and discussing with management our major financial risk exposures and the steps that management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies). EnerJex’s governance, compensation and nominating committee ispositions, he was responsible for considering risks within its areas of responsibility. The board does not believe that our compensation policies encourage excessive risk-taking, asdeveloping strategic product plans for the compensation plans are designed to align our employees with short- and long-term corporate strategy. Generally, our equity awards vest over several years, which the board has determined encourages our employees to act with regard to the long term interest of EnerJex and to focus on sustained stock price appreciation.

The board’s role in risk oversight has not had any effect on the board’s leadership structure.

Code of Ethics

EnerJex has adopted a code of business conduct and ethics that applies to all of its directors, officers and employees,company as well as the management of regional sales managers. Prior to directors, officersCobalt Boats, Mr. Chilcott also spent a number of years working at the Cessna Aircraft Company and employees of each subsidiary of EnerJex. A copySnap-on Tools. It was at Snap-on Tools, acting as a national accounts manager, that Mr. Chilcott first established his blueprint for a dealer network, a model which he carried over successfully to the Company when the Company began selling its product. Mr. Chilcott graduated from Kansas Community College in 1982 with a degree in Sales and Marketing. The Company believes that Mr. Chilcott’s background and experience in composite parts manufacturing provides him with a broad familiarity of the coderange of business conductissues confronting the Company in the market, which makes him a qualified member of our board.

Nicole Fernandez-McGovern. Ms. Fernandez-McGovern has served as Chief Financial Officer since April 2016. From April 2013 to January 2016, Ms. Fernandez-McGovern served as the CEO and ethics is available on EnerJex’s website atwww.enerjex.com. If any substantive amendments are madeCFO of Trunity Holdings, Inc. (OTCQB: TNTY), where she was able to the code of business conduct and ethics or if EnerJex’s grants any waiver, including any implicit waiver, fromlead a provisionsuccessful restructuring of the code to any of its officerscompany by acquiring a new compounding pharmacy business and directors, EnerJex will satisfy any disclosure requirements of Form 8-K by disclosingfinalizing the nature of such amendment or waiver on its website atwww.enerjex.com.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, EnerJex’s amended and restated articles of incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breachspin-out of the dutylegacy educational business into a newly formed private company. From January 2011 to April 2013, Ms. Fernandez-McGovern was President of loyalty, acts or omissions notRCM Financial Consulting, a consulting firm where she provided interim accounting and financial services to small and medium sized companies. Ms. Fernandez-McGovern was also a financial manager at Elizabeth Arden, Inc. (NASDAQ: RDEN) from July 2001 to October 2010, where she was involved in good faith or which involve intentional misconduct orall aspects of the SEC and financial reporting process. Her career began with KPMG LLP in the audit and assurance practice where she managed various large scale engagements for both public and privately held companies. Ms. Fernandez-McGovern has a knowing violationMaster of law, or any transactionBusiness Administration with a concentration in Accounting and International Business and a Bachelor of Business Administration with a concentration in accounting, both from whichthe University of Miami. She is also a director receives an improper personal benefit. This exclusionCertified Public Accountant in the State of liability does not limit any right which a director may have to be indemnifiedFlorida, serves on the boards of the South Florida Chapter of Financial Executives International and does not affect any director’s liability under federal or applicable state securities laws. EnerJex has agreed to indemnify its directors against expenses, judgments,Pembroke Pines Charter Schools Advisory Board and amounts paidis fluent in settlement in connection with any claim against a director if he acted in good faith and in a manner he believed to be in EnerJex’s best interests.Spanish. 

Executive Officers

Summary Compensation Table

The following table sets forth certain information regarding EnerJex’s current executive officers. EnerJex’scompensation of the Post-Merger Company’s named executive officers serve at the discretionfor each of the board of directors, unless otherwise governed by employment contracts.two fiscal years in the period ended December 31, 2017.

	(1)
Name		Age		Position
Louis G. Schott		51		InterimBret Chilcott served as Chief Executive Officer and SecretaryPresident of the Company until April 18, 2018, after which he stepped down as Chief Executive Officer and now serves as President.

Douglas M. Wright	(2)	64		Nicole Fernandez-McGovern was appointed as Chief Financial Officer
David Kunovic		65		Executive Vice President
Kent Roach		51		Executive Vice President of the Company effective April 6, 2016.

Louis G. Schott.Employment Agreements

Barrett Mooney

Pursuant to an employment offer letter dated July 9, 2018, Mr. Schott, servesMooney will receive as interim chief executive officercompensation for his services as Chief Executive Officer a base salary of $220,000 per year, which shall be subject to annual performance review by the Compensation Committee of the Board and secretarymay be revised by the Board, in its sole discretion. Mr. Mooney received an initial grant of 75,000 shares of restricted common stock of the Company which is fully vested. Mr. Mooney shall also be eligible to receive an award of 75,000 shares of restricted common stock of the Company which shall fully vest as of January 1, 2019 if, and its subsidiaries.only if, the stock price of the Company reaches $3.55 per share and the closing price per share is at or above such price at the end of the day on January 1, 2019. In addition, Mr. Schott has servedMooney is eligible to receive an award of 20,000 nonqualified stock options under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) upon securing one sustainability pilot program on or before October 31, 2018, and an additional award of 30,000 nonqualified stock options under the Equity Plan upon securing a second sustainability pilot program on or before January 31, 2019. Both awards shall provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the Company’s shares of common stock underlying the options as of the date of grant. Mr. Mooney will also be eligible receive an award of up to 55,000 nonqualified stock options under the Equity Plan based upon the results of his annual performance review in the oilfirst quarter of 2019.

Nicole Fernandez-McGovern

Ms. Fernandez earns a salary of $66,000 per year, payable in monthly installments of $5,500. As of December 31, 2017, Ms. Fernandez was owed $71,000 for deferred compensation for services rendered in 2017 and gas industry for 20 yearspart of 2016. As part of her compensation, Ms. Fernandez also received ten-year stock options to purchase 265,033 shares of common stock at an exercise price of $0.06 per share, of which half of the options vest upon issuance and the remainder will vest equally over two years. Effective upon the closing of the Merger, Ms. Fernandez is now entitled to an annual salary of $150,000 and will be awarded additional stock options to purchase 12,500 shares of common stock on a quarterly basis at an exercise price per share equal to the market price of our common stock at the time of issuance during the term of her employment.

The Company has 24 years of legal and business experience, including but not limited to mergers and acquisitions, public company regulations and requirements, title, energy finance, business development, general negotiations and land. Mr. Schott was most recently general counsel and treasurer of TexOak Petro Holdings LLC, and its subsidiaries, where he performed all legal functions, and negotiated oil and gas acquisitions. Prior to working at TexOak Petro Holdings LLC, Mr. Schott served various rolesno other formal employment agreements with TDC Energy from 1996 through 2005, and was an oil and gas attorney with Liskow & Lewis in New Orleans. Mr. Schott is a graduate of Tulane University with a MBA and a Juris Doctorate, and is a non-practicing Certified Public Accountant.

Douglas M. Wright.  Mr. Wright has been chief financial officer since August 2012. Mr. Wright served as corporate controller and chief accounting officer of Nations Petroleum Company Ltd. from 2006 to August 2012. Prior to Nations, he served as a manager of financial reporting for Noble Energy (contract). In 1996, he founded Fashion Investments Inc. and served as its chief executive officer until 2005. Fashion Investments owned and operated the largest independent commercial laundry facility in Colorado Springs. From 1986 to 1996, Mr. Wright worked for Oryx Energy Company in various capacities including, manager, financial reporting, manager, strategic planning and general auditor. From 1977 to 1986, he served as a senior manager with Deloitte & Touche. Mr. Wright is a certified public accountant and earned his B.A.officers, nor any compensatory plans or arrangements resulting from the Universityresignation, retirement or any other termination of Pittsburgh and his MBAnamed executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possible the University of North Texas.Company will enter into formal employment agreements with executive officers in the future.

David L. Kunovic.  Outstanding Equity Awards At Fiscal Year-End

Mr. Kunovic joined Black Raven Energy, Inc. on October 1, 2010 as vice president of exploration managing all phases of geologic and geophysical exploration and development activity for the company. Mr. Kunovic has over 34 years of experience as an exploration geologist, including 11 years as president of Kachina Energy, Inc., managing geologic and geophysical projects for several independent oil companies. He has also held positions as Vice President of Exploration for Canyon Energy, Inc. from 1994 – 2000 managing all exploration activities for the Rocky Mountain region; Petroleum Incorporated from 1991 – 1994 as exploration manager for all US exploration; Newport Exploration from 1984 – 1991 as exploration manager for the Rocky Mountain region; Apache Corporation from 1980 – 1984 as senior geologist working the Powder River and Denver Basins and Union Texas Petroleum from 1978 – 1980 as geologist — Rocky Mountain Basins. Mr. Kunovic holds a Bachelor’s degree in Geology from the University of Colorado and also completed Masters level course work in Environmental Engineering and GroundwaterChilcott did not have any equity-based compensation outstanding at the University of Colorado.fiscal year ended December 31, 2017.

Kent A. Roach.  Mr. Roach joined EnerJex in October 2014 as executive vice president of Engineering. In this role, Mr. Roach focuses on designing and executing a broad range of IOR and reservoir management related opportunities for both existing and future oil and gas assets. Additionally, he provides technical guidance and oversight for multiple engineering and operational functions from an executive level. Prior to joining EnerJex, he worked primarily in reservoir engineering roles at Occidental, Exxon Mobil, and various other North American E&P companies. He has diverse subsurface experiences in reservoir simulation, geologic modeling, formation evaluation, pressure transient analysis, acquisitions and divestments, and reserve studies. His worldwide experience includes large-scale Middle East carbonate development planning, tight oil & gas deliverability and appraisal, unconventional shale plays, and exploration phase portfolio analysis. Mr. Roach holds a Bachelor of Science in Petroleum Engineering degree from the University of Missouri-Rolla.PRE-MERGER COMPANY NAMED EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth summary compensation information for the fiscal year ended December 31, 2016,2017, and the year ended December 31, 2015, for our2016, of the Pre-Merger Company’s chief executive officer, chief financial officer and other highly compensated executive officers. Weofficers as of the December 31, 2017 and December 31, 2016 year end. The Pre-Merger Company did not have any other executive officers as of the end of 20162017 or 2015,2016, whose total compensation exceeded $100,000. We refer to these persons as our named executive officers elsewhere in this report.

Name and Principal Position		Fiscal Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Robert G. Watson, Jr.(1) Former President, Chief Executive Officer			2016			$	234,375			$				$	—			$	—			$	—			$	234,375
			2015			$	215,625			$				$	—			$	—			$	—			$	215,625
Douglas M. Wright Chief Financial Officer			2016			$	192,708			$	—			$				$	—			$	—			$	192,708
			2015			$	175,292			$	—			$				$	63,900			$	—			$	239,192
David L. Kunovic Executive Vice President, Exploration			2016			$	229,167			$	—			$	—			$	78,907			$	—			$	297,711
			2015				210,833				—								94,700								305,533
Kent A. Roach Executive Vice President, Engineering			2016			$	229,167			$				$	—			$	—			$					297,711
			2015				210,833											$	—			$					279,377

Equity Compensation Plans

We currently have three equity compensation plans, each of which has been approved by our stockholders. Any outstanding stock options issued under our prior equity compensation plans remain effective in accordance with their terms. Officers (including officers who are members of the board of directors), directors, employees and consultants are eligible to receive options under our stock option plans.

These plans are intended to encourage directors, officers, employees and consultants to acquire ownership of common stock. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for our continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals in the future.

2000/2001 Stock Option Plan

The Board of Directors approved our 2000/2001 Stock Option Plan on September 25, 2000 (the “2000/2001 Stock Option Plan”), and our stockholders ratified the plan.

Summary of the 2000/2001 Stock Option Plan

Administration of Plan; Board Authority to Select Grantees and Determine Awards.  The 2000/2001 Stock Option Plan shall be administered by our board of directors. The Board shall have the power and authority to grant awards consistent with the terms of the 2000/2001 Stock Option Plan. The board may delegate this authority to a compensation committee of the board.

Stock Issuable Under the Plan; Mergers; Substitutions.  The total number of options that can be granted under the 2000/2001 Stock Option Plan is 13,333 shares and all such shares were previously granted to the former chief executive officer, C. Stephen Cochennet. On August 3, 2009, we exchanged these outstanding options for 13,333 shares of restricted common stock. Therefore, all 13,333 shares reserved for issuance under this plan are available again for issuance.

Eligibility.  Grantees under the 2000/2001 Stock Option Plan will be such officers, directors, full or part-time employees, and other key persons (including consultants and prospective employees) of us and our subsidiaries, if any, as are selected from time to time by the board in its sole discretion.

Stock Options.  Any stock option granted under the 2000/2001 Stock Option Plan shall be in such form as the board may from time to time approve. Stock options granted under the 2000/2001 Stock Option Plan may be non-qualified stock options or incentive stock options. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.

Exercise Price.  Non-qualified stock options will be granted by the board of directors with an option price not less than 85% of the fair market value of the shares of common stock to which the non-qualified stock option relates on the date of grant. In no event may the option price with respect to an incentive stock option granted under the stock option plan be less than the fair market value of such common stock. However the price shall not be less than 110% of the fair market value per share on the date of the grant in the case of an individual then owning more than 10% of the total combined voting power of all classes of stock of the corporation.

Option Term.  Each option granted under the stock option plan will be assigned a time period for exercising not to exceed ten years after the date of the grant. Certain other restrictions will apply in connection with this plan when some awards may be exercised. Generally, all options under this plan terminate 90 days after a change of control if the option holder is terminated other than for cause.

Amendments and Termination.  The board may, at any time, amend or discontinue the 2000/2001 Stock Option Plan. We must obtain stockholder approval of any 2000/2001 Stock Option Plan amendment to the extent necessary and desirable to comply with Section 422 of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate the 2000/2001 Stock Option Plan if doing so would impair the rights of any holder, unless both the holder and the 2000/2001 Stock Option Plan’s

administrator agree in writing and sign the writing. The 2000/2001 Stock Option Plan terminated on September 25, 2010, and no further options will be granted under this plan after that date.

The 2002 – 2003 Stock Option Plan/Stock Incentive Plan

The Board of Directors approved the EnerJex Resources, Inc. Stock Option Plan on August 1, 2002 (the “2002 – 2003 Stock Option Plan”). We had previously granted 15,900 options under this plan. On August 3, 2009, we exchanged all 15,900 outstanding options for 3,980 shares of our restricted common stock. In addition, we granted 10,116 shares of restricted common stock under the Stock Incentive Plan to employees for fiscal 2009 bonuses and 3,953 shares to our officers and directors for the prior rescission of stock options in fiscal 2008.

Summary of the 2002/2003 Stock Option Plan

Administration of Plan; Board Authority to Select Grantees and Determine Awards.  The 2002 – 2003 Stock Option Plan shall be administered by our board of directors. The Board shall have the power and authority to grant awards consistent with the terms of the 2002 – 2003 Stock Option Plan.

Stock Issuable Under the Plan.  Originally, the total number of options that could be granted under the 2002 – 2003 Stock Option Plan was not to exceed 26,666 shares. In September 2007, our stockholders approved a proposal to amend and restate the 2002 – 2003 Stock Option Plan to increase the number of shares issuable to 66,666. On October 14, 2008, our stockholders approved a proposal to amend and restate the 2002 – 2003 Stock Option Plan to (i) rename it the EnerJex Resources, Inc. Stock Incentive Plan (the “Stock Incentive Plan”), (ii) increase the maximum number of shares of our common stock that may be issued under the Stock Incentive Plan from 66,666 to 83,333, and (iii) add restricted stock as an eligible award that can be granted under the Stock Incentive Plan.

Eligibility.  Grantees under the Stock Incentive Plan will be such officers, directors, full or part-time employees, and other key persons (including consultants and prospective employees) of us and our subsidiaries, if any, as are selected from time to time by the board in its sole discretion.

Stock Options.  Any stock option granted under the Stock Incentive Plan shall be in such form as the board may from time to time approve. Stock options granted under the Stock Incentive Plan may be non-qualified stock options or incentive stock options. Incentive stock options may be granted only to employees of us or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.

Exercise Price.  Non-qualified stock options will be granted by the committee with an option price equal to the fair market value of the shares of common stock to which the non-qualified stock option relates on the date of grant. The governance, compensation and nominating committee may, in its discretion, determine to price the non-qualified option at a different price. In no event may the option price with respect to an incentive stock option granted under the plans be less than the fair market value of such common stock to which the incentive stock option relates on the date the incentive stock option is granted. However the price of an incentive stock option will not be less than one hundred ten percent (110%) of the fair market value per share on the date of the grant in the case of an individual then owning more than ten percent (10%) of the total combined voting power of all of our classes of stock.

Option Term.  Each option granted under the Stock Incentive Plan will be assigned a time period for exercising not to exceed ten (10) years after the date of the grant. Certain other restrictions will apply in connection with this plan when some awards may be exercised. Generally, all options under this plan terminate ninety (90) days after a change of control if the option holder is terminated other than for cause.

Restricted Stock.  Restricted stock will have full dividend, voting and other ownership rights, unless otherwise indicated in the applicable award agreement pursuant to which it is granted. If any dividends or distributions are paid in shares of common stock during the restricted period, the applicable award agreement may provide that such shares will be subject to the same restrictions as the restricted stock with respect to which they were paid.

Amendments and Termination.  The board may, at any time, amend or discontinue the Stock Incentive Plan. We must obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate the Plan if doing so would impair the rights of any holder, unless both the holder and the Plan’s administrator agree in writing and sign the writing. As amended, the 2002 – 2003 Stock Inventive Plan terminated on August 1, 2012, and no options will be granted under this plan after that date.

The 2013 Stock Incentive Plan

Our board of directors and stockholders have approved and adopted the EnerJex Resources, Inc., 2013 Stock Incentive Plan, which we refer to herein as the “Plan.”

Summary of the Plan

Administration of Plan; Board Authority to Select Grantees and Determine Awards.  The Plan shall be administered by our board of directors. The Board shall have the power and authority to grant awards consistent with the terms of the Plan. The board may delegate this authority to a compensation committee of the board.

Stock Issuable Under the Plan; Mergers; Substitutions.  The number of shares of stock initially reserved and available for issuance under the Plan shall be 333,300 shares, subject to adjustment as provided in Section 3.1(b) of the Plan. We will increase the number of shares reserved and set aside specially on each January 1^st by the lowest of the following: (i) five percent (5.0%) of the number of shares of stock issued and outstanding on the immediately preceding December 31^st, (ii) 33,333 shares, or (iii) such lesser number of shares as is determined by the board. For purposes of this limitation, the shares of stock underlying any awards that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the Plan. Subject to such overall limitations, shares of stock may be issued up to such maximum number pursuant to any type or types of award. The shares available for issuance under the Plan may be authorized but unissued shares of stock or shares of stock reacquired by us.

Eligibility.  Grantees under the Plan will be such officers, directors, full or part-time employees, and other key persons (including consultants and prospective employees) of us and our subsidiaries, if any, as are selected from time to time by the board in its sole discretion.

Stock Options.  Any stock option granted under the Plan shall be in such form as the board may from time to time approve. Stock options granted under the Plan may be non-qualified stock options or incentive stock options. Incentive stock options may be granted only to employees of us or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.

Exercise Price.  The exercise price per share for the stock covered by a stock option shall be determined by the board at the time of grant but shall not be less than 100% of the fair market value on the date of grant. In the case of an incentive stock option that is granted to a 10% owner, the option price of such Incentive stock option shall be not less than 110% of the fair market value on the grant date.

Option Term.  The term of each stock option shall be fixed by the board, but no stock option shall be exercisable more than ten (10) years after the date the stock option is granted. In the case of an incentive stock option that is granted to a 10% owner, the term of such stock option shall be no more than five (5) years from the date of grant.

Unrestricted and Restricted Stock Awards.  The board may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the board) an unrestricted stock Award or restricted stock award under the Plan. Unrestricted stock awards and restricted stock awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

Amendments and Termination.  The board may, at any time, amend or discontinue the Plan. We must obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate the Plan if doing so would impair the rights of any holder, unless both the holder and the Plan’s administrator agree in writing and sign the writing. The 2013 plan terminates on June 6, 2023, and no options will be granted under this plan after that date.

Employment Agreements

Louis G. Schott. — InterimSchott —Interim Chief Executive Officer

On February 10, 2017, the CompanyEnerJex entered into an employment agreement with Louis G. Schott, as interim chief executive officer of the Company.EnerJex. The employment agreement provides an annual base salary of $225,000.

Douglas M. Wright — Chief Financial Officer

Mr. Wright has resigned from employment as of February 10, 2017, but will continue to serve as the Company’s chief financial officer pursuant to a consulting agreement, under which his focus will be on the completion of the Annual Report on Form 10-K for the year ending December 31, 2016, and the preparation of materials for the Annual Meeting.

Termination Under the Equity Plans

Under the 2000/2001 Stock Option Plan, if the person receiving the option (the optionee) ceases to be employed by the Company for any reason other than for disability or cause, the optionee’s options will expire not later than three (3) months afterwards. During this three (3) month period and prior to the time the option expires under the terms of the option, the optionee may exercise any option that the Company has granted to him, but only to the extent that the options were exercisable on the date of termination of his employment. Unless exercised during this period, these options will expire at the end of the three (3) month period unless the options are to terminate sooner under the terms and conditions of the option. The decision as to whether a termination for a reason other than disability, cause or death has occurred is made by the board of directors, whose decision shall be final and conclusive. If an optionee ceases to be employed by the Company for reason of disability, the optionee’s options will expire not later than one (1) year after the date that he or she is terminated. During this one (1) year period and prior to the expiration of the option under its terms, the optionee may exercise any option granted to him, but only to the extent that the options were exercisable on the date of termination of his employment because of his or her disability. Except as so exercised, optionee’s options will expire at the end of the one (1) year period unless the options are to terminate sooner under the terms and conditions of the option. The decision as to whether a termination by reason of disability has occurred is determined by the board.

Under our Amended and Restated 2002 – 2003 Stock Option Plan, if an optionee ceases to be employed by, or ceases to have a relationship with us for any reason other than for disability or cause, the optionee’s options will expire not later than three (3) months thereafter. During the three month period and prior to the expiration of the option by its terms, the optionee may exercise any option granted to him, but only to the extent such options were exercisable on the date of termination of his employment or relationship and except as so exercised, such options shall expire at the end of such three month period unless such options by their terms expire before such date. The decision as to whether a termination for a reason other than disability, cause or death has occurred are made by the governance, compensation and nominating committee, whose decision shall be final and conclusive, except that employment shall not be considered terminated in the case of sick leave or other bona fide leave of absence approved by us.

Under our 2013 Plan, if the optionee ceases to be employed by us for any reason other than for death, disability or cause, the optionee’s options will expire not later than three (3) months afterwards. During this three (3) month period and prior to the time the option expires under the terms of the option, the optionee may exercise any option that we have granted to him, but only to the extent that the options were exercisable on the date of termination of his employment. Unless exercised during this period, these options will expire at

EnerJex’sforegoing, as well as security holders known to beneficially own more than five percent of our common stock. The policy defines a “related party transaction” as acovers any transaction, arrangement or relationship, (or anyor series of similar transactions, arrangements or relationships)relationships, in which EnerJex (including any of its subsidiaries) were, arethe Company was, is or will be a participant and the amount exceeds $120,000, and in which anya related party had, has or will have aany direct or indirect interest.  The policy is administered by the Audit Committee.

Prior to entering into or amending any related party transaction, the party involved must provide notice to EnerJex of the facts and circumstances of the proposed transaction, including:

If EnerJex determines the proposed transaction is a related party transaction and the amount involved will or may be expected to exceed $10,000 in any calendar year, the proposed transaction is submitted to the audit and finance committee for its prior review and approval or ratification. In determining whether to approve or ratify a proposed related party transaction, the audit committeeAudit Committee will consider among other things,whether or not the following:

Related party transactions that involve $10,000 or less must be disclosed to the audit committee but are not required to be approved or ratified by the audit committee.

EnerJex also produces quarterly reports to the audit committeeconsider all of any amounts paid or payable to, or received or receivable from, any related party. These reports allow EnerJex to identify any related party transactions that were not previously approved or ratified. In that event, the transaction will be promptly submitted to the audit committee for consideration of all the relevant facts and circumstances in light of the following factors and any other factors to the extent deemed pertinent by the committee:

The policy contains standing pre-approvals for pre-approval. Under EnerJex’s policy, certain types of transactions which, even though they may fall within the definition of a related party transactions as defined under the policy, such as certain transactions not requiring disclosure under the rules of the SEC, will betransaction, are deemed to be pre-approved by the audit committeeCompany given their nature, size and/or degree of significance to the company. These include compensation arrangements with directors and will not be subject to these procedures.

Section 16(a) Beneficial Owner Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent (10%) of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent (10%) beneficial owners arefor which disclosure is required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this report they were all current in their 16(a) reports and that all reports were filed on a timely basis.

PROPOSAL 2

ELECTION OF SERIES A PREFERRED DIRECTORS

NOTICE: THIS PROPOSAL HAS BEEN TABLED UNTIL WE IDENTIFY SUITABLE NOMINEES FOR SERIES A PREFERRED DIRECTOR

If:

the number of directors then constituting our board of directors will increase by two (2), and the holders of Series A preferred stock, voting together as a class (with the holders of any other parity shares upon which like voting rights have been conferred), will have the right to elect two (2) additional directors to serve on our board of directors at any meeting of stockholders called for the purpose of electing directors until such dividend default or listing default has been cured. The term of office of all directors so elected will terminate with the termination of such voting rights, provided however that such voting rights shall be reinstated upon any subsequent dividend default or listing default.

We have not declared a dividend on the Series A preferred stock since July 31, 2015. Since we have now failed to pay dividends for the past 6 dividend periods, the annual dividend rate has increased to 12.00% per $25.00 stated liquidation preference, or $3.00 per annum per share of Series A preferred stock.

As a result of this dividend failure the holders of Series A preferred stock are now entitled to elect 2 directors to the board.

The Series A preferred stock was delisted on October 26, 2016. If we fail to keep the Series A preferred stock listed on a national market for trading for a period of 180 consecutive days, the annual dividend rate shall increase to 12.00% per $25.00 stated liquidation preference, or $3.00 per annum per share of Series A preferred stock. In addition, upon such failure to list for 180 consecutive dates, the holders of Series A preferred stock shall be entitled to elect 2 directors to the board. The ability to elect 2 directors arising from the dividend default and the listing default are not cumulative, the maximum number of additional Series A preferred directors is 2.

Therefore, because a dividend default and a liquidation default have occurred, the size of the board of directors shall increase by 2 and the holders of Series A preferred stock shall be entitled to elect 2 directors to the board.

These two (2) directors shall continue until such time as all dividends in arrears have been paid in full and any listing failure has been remedied.

The vote of holders of Series A Preferred Stock holding in the aggregate a majority of the voting power of EnerJex’s Series A Preferred Stock present at the meeting is required to elect the Series A preferred nominees.

The Company has not identified any nominees for Series A preferred directors.

The Company is in contact with the placement agents and other representatives of certain holders of Series A preferred stock, but as of the date of the mailing of this proxy statement and sales of products or services in the ordinary course of business.

In the event the Company inadvertently enters into a related party transaction that requires, but has not received, any nominations or identified any nominees to proposepre-approval under the policy, the transaction will be presented to the Series A preferred stockholders. The Company’s governance, compensationappropriate Board for review and nominatingratification promptly upon discovery. In such event, the committee will continue to solicit qualified nominees to present to holders the Series A preferred stock either at a special meetingconsider whether such transaction should be rescinded or at the next annual meeting of the stockholders.modified and whether any changes in our controls and procedures or other actions are needed.

THE BOARD OF DIRECTORS HAS TABLED THERECOMMENDS A VOTE “FOR” THE ELECTION OF THE SERIES
A PREFERRED DIRECTORS UNTIL SUITABLE NOMINEES ARE IDENTIFIED

PROPOSAL 3

APPROVALBOARD OF TRANSACTION WITH SUCCESSOR LENDERS, SATISFACTION OF
SECURED INDEBTEDNESS AND DISPOSITION OF COLORADO, TEXAS, AND
NEBRASKA ASSETS AND CERTAIN OTHER ASSETS, AND DEBT FINANCINGDIRECTORS’ NOMINEES.

Overview

WePLEASE NOTE: If your shares are seekingheld in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the approvalelection of directors, unless you direct the holder how to vote, by our stockholders ofmarking your proxy card or by following the letter agreement we entered into on February 10, 2017, as amended March 30, 2017 (as amended, the “Letter Agreement”), attached hereto as Annex A-1 and A-2, and the transactions described therein. EnerJex and its operating subsidiaries entered into the Letter Agreement with PWCM Investment Company IC LLC and certain investors (referred to collectively as the “Successor Lender”), the purchaser of our secured indebtedness from our former bank. We agreed with the Successor Lender to several simultaneous transactions:

The Restated Secured Note shall:

The Restated Secured Note will be guaranteed by the Special Purpose Subsidiary, and the Special Purpose Entity will secure the guarantee with a lieninstructions on the Kansas oilproxy card to vote by telephone.

 PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Audit Committee has appointed D. Brooks and gas assets.

WeAssociates CPA’s, P.A. (“D. Brooks”) as independent accountants for fiscal 2018, subject to the ratification by stockholders. Representatives of D. Brooks have been invited to attend the Annual Meeting in person or by tele-conference to respond to appropriate questions and will have 2 optionsan opportunity to extendmake a statement, if they so desire.

On March 26, 2018, after the maturity date ofMerger, the Restated Secured Note by 90 days each upon payment of an extension fee of $100,000, which shall be applied againstCompany engaged D. Brooks as our independent registered public accounting firm and dismissed RBSM LLP (“RBSM”), EnerJex’s auditor. D. Brooks was the principal balance of the note.

So long as we repay the $3,300,000 in indebtedness on orindependent registered public accounting firm for AgEagle Sub prior to the maturity date, as extended, all other amounts payable under the Restated Secured Note shall be forgiven.

In addition, the Successor Lender has agreed to cause its affiliate, American Standard Energy (“ASEN”), to pay a portion of its delinquent payments under its agreementMerger. The decision to engage the Company to provide oil and gas related services to ASEN,D. Brooks and to paydismiss RBSM was approved by the Company $60,000 monthlyPost-Merger Company's Audit Committee.

EnerJex Independent Accountants

The audit report of RBSM on a going forward basis, and successor lender guaranteed such payments. The Company agreed to waive payments incurred prior to December 1, 2016, while ASEN agreed to make 2 monthly payments for December 2016 and January 2017the financial statements of $60,000 each upon signing the Letter Agreement. The Company has also agreed to waive the payment for April 2017.

While the proposed transaction represents a dramatic and material change to our business, we believe this transaction provides EnerJex with the best opportunity to survive the past and current oil and gas markets and continue as a going concern. If the proposed transaction is not approved we may be unable to continue operating and will likely seek out bankruptcy protection.

Background

Summary

The continued low oil and natural gas prices during 2015 and 2016 had a significant adverse impact on our business, and, as a result of our financial condition, substantial doubt exists that we will be able to continue as a going concern.

We ceased making dividend payments on our Series A preferred stock in November 2015. On April 1, 2016, we ceased making mandatory monthly borrowing base reduction payments on our credit facility. Texas Capital Bank, which we refer to, along with its affiliates and co-lender Iberia Bank, as our “bank,” agreed to forbear on any exercise of its remedies due to our defaults under the credit facilities 3 times, on April 2016, May 2016, and August 2016. The last forbearance period expired on October 1, 2016.

We ceased making any payments under our loan on October 1, 2016.

On October 26, 2016, the NYSE MKT delisted our Series A preferred stock from the NYSE MKT due to the failure to maintain a market capitalization of above $1,000,000.

On January 11, 2017, we announced that we received a letter of noncompliance from the NYSE MKT with regard to our common stock because we failed to hold an annual meeting for the fiscal yearyears ended December 31, 2015.

On January 17, 2017 we announced that the NYSE MKT had accepted our planand 2016 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to restore compliance with certain NYSE MKT regulationsuncertainty, audit scope or accounting principles.  The reports of RBSM on or before March 31, 2017. The holdingEnerjex’s financial statements as of this stockholder meeting is part of our plan to restore compliance.

On February 10, 2017, we, the bank, and Successor Lender, entered into a loan sale agreement where the bank sold to Successor Lender all of its right, title and interest in, to and under our credit facility with the bank. The Successor Lender purchased all of the bank’s interest in the loan for (i) $5,000,000 cash (ii) a synthetic equity interest equal to 10% of the proceeds, after Successor Lender’s realization of 150% return on the cash purchase price within five (5) years of the closing date, with payment being distributed 65.78947368% to TCB and 34.21052632% to Iberia Bank, and (iii) at any time prior to February 10, 2022, Successor Lender may acquire the interest in clause (ii) above. In connection with the loan sale agreement, Enerjex agreed to release the bank and its successors (including the Successor Lender), from any and all claims under the Credit Agreement and Loan Documents.

Also on February 10, 2017, we entered into the Letter Agreement with the Successor Lender with regard to the proposed transaction. We amended that Letter Agreement on March 30, 2017.

We have continually sought strategic alternatives to our debt structure and we have sought alternatives to restructure our current obligations under our existing outstanding debt and preferred stock instruments. We believe the proposed transaction with the Successor Lender provides Enerjex with its best chance of continuing operations as a going concern.

The following background provides a description of the background of:

History of Senior Secured Credit Facility

We first entered into the credit facility with our bank on July 3, 2008, and the credit facility was refinanced on October 3, 2011.

Between 2011 and 2014, we amended the credit facility nine (9) times, increasing our borrowing base, adding acquired assets as collateral, amending the interest rate, adding Iberia Bank as a lender, and other various amendments.

In 2014 oil prices (WTI) declined from an average $105.79 in June 2014 to $59.29 in December 2014.

In 2015 we began having difficulty complying with our loan covenants. We revised our credit facility several times to re-determine our borrowing base, allow the sale of certain assets and repay the loan with only portions of the proceeds, and waive continuing defaults.

On April 1, 2016, Mr. Watson and EnerJex’s bankruptcy counsel met with the bank to discuss options for the Company. Mr. Watson and the Company’s bankruptcy counsel informed the bank that we would cease making the mandatory monthly borrowing base reduction payments and did not make the required April 1, 2016 payment.

In 2016 we entered into several agreements with the bank where they agreed to forbear on enforcing their rights under the credit facility in exchange for principal payments.

On October 1, 2016, EnerJex and the bank could not reach an agreement to extend the forbearance agreement.

We stopped making interest payments after October 1, 2016.

Since then we continued to evaluate plans to restructure, amend or refinance existing debt through private options.

History of Relationship with Successor Lender and its Affiliates

Our bank sold its rights under our loan to Successor Lender. Successor Lender is an affiliate of Pentwater Capital Management.

Over the course of the past several years as we evaluated strategic transactions, our officers and directors, including Robert Watson, Atticus Lowe, and Richard Menchaca, met with many investment bankers and potential acquisition, merger, joint venture and investment candidates. These candidates included Pentwater Capital Management and its affiliates from time to time.

On October 21, 2014, an investment banker (the sixth one the Company had met with that year) introduced Mr. Watson, our CEO, to Mr. Steve Person, CEO of American Standard Energy Corp. (“ASEN”). The investment banker, Mr. Watson, and Mr. Person discussed potential merger strategies and agreed to continue discussions in the future. Pentwater Capital Management, an affiliate of the Successor Lender, was the secured lender for ASEN.

On October 28, 2014, the Company engaged an investment banker and pursued a number of strategic transactions.

On December 17, 2014, the investment banker, Mr. Watson, and Mr. Person of ASEN conducted a call with the principals of Pentwater Capital Management to discuss a potential business combination with Enerjex and ASEN.

On December 30, 2014 Mr. Watson, Mr. Person, Frank Strezo (a Principal from Pentwater Capital Management), and ASEN’s investment banker conducted meetings at EnerJex’s office to review each company’s portfolio of assets and to discuss potential pathways to a combination transaction. While no agreement was reached, the parties left the meeting agreeing to continue working toward a potential transaction. EnerJex continued evaluating this and several alternative transactions.

By January 12, 2015, the Company’s board of directors met telephonically where Mr. Watson updated the board with regard to three (3) strategic transactions being pursued by the Company, including a transaction with ASEN.

Between January 13 and January 16, 2015, Mr. Watson and members of the EnerJex executive team toured several properties in West Texas owned by ASEN with Mr. Person, Mr. Strezo from Pentwater, and ASEN’s investment banker. The parties discussed the assets and various potential deal points related to a potential combination.

On February 10, 2015, Mr. Person informed Mr. Watson of the pending sale of an asset in the Permian basin. The companies began evaluating the asset and the possibility of a Joint venture with those assets, but no agreement was reached.

On April 13, 2015, EnerJex’s investment banker, Mr. Watson, Mr. Person and ASEN’s investment bankers discussed the potential for a transaction between EnerJex and ASEN. On April 15, 2015, the parties met again to continue discussion, but Pentwater and ASEN elected to pursue a Chapter 11 reorganization instead.

On April 20, 2015, the Company’s board of directors met telephonically where Mr. Watson and the Company’s investment banker updated the board with regard to the discussions held with ASEN, among several other potential strategic transactions.

Between April and November of 2015, Enerjex and its management team explored a variety of strategic alternatives for the Company, including acquisition candidates, potential sales or a portion or all of the Company’s oil & gas assets, merger candidates, joint ventures, raising capital investments and exploring a bankruptcy reorganization. During this time the bank continued to revise its valuation of its collateral downward.

In May 2015, EnerJex raised additional capital through the sale of shares of its Series A preferred stock.

On November 4, 2015, Mr. Watson re-engaged with Mr. Person of ASEN and Mr. Strezo of Pentwater Capital Management at a meeting in San Antonio, Texas, to discuss potential merger and/or acquisition strategies for Enerjex and ASEN. The parties discussed a variety of potential transactions and solutions for EnerJex to avoid a bankruptcy filing. Mr. Watson informed Mr. Person and Mr. Strezo that Enerjex was continuing to pursue multiple strategic transactions with third parties. The parties agreed to continue discussions

On November 11, 2015, the Company’s board of directors met telephonically where Mr. Watson updated the board with regard to the discussions held with ASEN and three (3) other candidates for a strategic transaction. The success of a strategic transaction was becoming more difficult due to the continued weakness in oil & gas prices and corresponding valuation declines in our oil and gas assets resulting in the bank being under collateralized. The board and Reicker Pfau, the Company’s corporate counsel, discussed the board’s and management’s fiduciary duties in this context to the Company’s stockholders and lenders.

Between November 2015 and January 2016, EnerJex’s management pursued negotiations with another transaction candidate (the 15^th candidate since 2014), meeting with the candidate several times, meeting with the bank to discuss restructuring our debt in connection with this transaction, and exploring conducting the transaction pursuant to a prepackaged bankruptcy.

On December 11, 2015, the board met telephonically where Mr. Watson provided a discussion of all strategic initiatives being conducted by the Company that could be considered viable options.

On December 15, 2015, the board met telephonically where Mr. Watson and the board discussed in detail the proposed transaction with candidate number 15, which was dependent upon the bank underwriting the

candidate’s oil and gas asset portfolio and extending credit on those assets. The transaction was dependent upon completing an asset sale thought a pre-packaged Chapter 11 bankruptcy filing.

On January 6, 2016, Mr. Watson communicated to the board that a letter of intent from candidate number 15 was expected with terms similar to those discussed on December 15, 2015. Mr. Watson informed the board that one remaining candidate (the 16^th candidate) was exploring purchasing Enerjex or its assets, but that the continuing deterioration of commodity prices was negatively impacting most strategic options, if not making them outright impossible. Oil prices (WTI) averaged $31.68 in January 2016, compared to $105.79 in June 2014, and $59.29 in December 2014.

On January 8, 2016, Mr. Watson updated the board that while the proposed transaction with candidate number 15 was slipping, the candidate asked EnerJex to make a presentation to its board of directors. Mr. Watson noted that candidate number 16 had provided a preliminary valuation for EnerJex that was substantially lower than its outstanding indebtedness. Mr. Watson also indicated that he was in discussions with ASEN for Enerjex to provide consulting services for a monthly cash fee, and that he hoped the consulting arrangement could lead to a solution for the Company.

On February 10, 2016, at the request of Iberia Bank (one of our lenders in the senior secured credit facility) Mr. Watson met with Iberia Bank management in Houston, Texas, and provided them with an update on the strategic options the Company was pursuing.

On February 17, 2016, the board met telephonically. Mr. Watson informed the board that the bank had elected not to extend credit to candidate number 15, and that therefore candidate number 15 could not proceed with the transaction. The board discussed the structural issues with the oil and gas market caused by the low commodity prices, and that the number of transactions in the oil and gas industry were low due to the bearish sentiment on the commodity market and that large bid/ask valuation spreads persisted throughout the industry. Mr. Watson and the board discussed the fact that the value of EnerJex’s assets was lower than its secured indebtedness. The board discussed transaction alternatives with the potential to save some value for stockholders.

On February 24, 2016, the board met telephonically. Mr. Watson updated the board with regard to ASEN, informing the board that the company would start providing consulting services for ASEN in exchange for monthly payments. He also informed the board that the Company was no longer exploring any potential strategic alternatives. Oil prices (WTI) averaged $30.32 in February 2016.

In February and March 2016, Mr. Watson held several conference calls with representatives of the holders of its Series A and Series B preferred stock to discuss potential equity restructuring transactions to convert those shares to common shares. Mr. Watson met with restructuring advisors in New York, New York to discuss strategies with regard to the Company’s impaired bank debt. In addition, Mr. Watson met with a private equity investor (the 3^rd private equity investor he met with since August 2015).

From March 7 – 9, 2016, Mr. Watson and EnerJex’s operations manager traveled to Midland, Texas to discuss logistics and timing with ASEN to implement the consulting agreement for EnerJex to take over ASEN’s operations.

In March 21 and March 22, 2016, Mr. Watson met with two (2) other financial investors in Dallas, Texas, to discuss the EnerJex oil and gas portfolio, potential investment options, and potential strategic solutions to the bank debt.

On March 31, 2016, Mr. Person, the CEO of ASEN, introduced Mr. Watson to another potential investor (the 6^th Enerjex was pursuing) in Ft. Worth, Texas. Mr. Watson met with investor number 6 to discuss the EnerJex portfolio, potential investment options, and potential solutions to the bank issues. The parties agreed to continue discussions and conduct high level due diligence.

In April 2016, EnerJex and its bankruptcy counsel began negotiating a forbearance agreement with the bank.

On April 1, 2016, EnerJex entered into a consulting agreement with Baylor Operating, a subsidiary of ASEN. Per the terms of this consulting agreement, Baylor Operating agreed to pay EnerJex $60,000 per month for consulting services while Enerjex provided back office support, operations management, and technical support to Baylor Operating.

On April 4, 2016, the board met telephonically and Mr. Watson provided an update to the board with regard to negotiations with the bank.

On April 8, 2016, Mr. Watson and Mr. Person met with principals of Pentwater Capital Management in Chicago to discuss EnerJex’s oil and gas portfolio and discuss a potential investment in the Company. The parties also discussed how such an investment could potentially foster a business combination between EnerJex and ASEN. The parties agreed to proceed with evaluating strategic options and due diligence.

On April 11, 2016, Mr. Watson discussed the Company’s assets with another investor (investor number 7). The parties discussed a potential investment and potential solutions for the bank debt, and agreed to continue due diligence.

On April 27 Mr. Watson conducted a strategic update call with the bank, noting that he was speaking with several potential investors to generate interest in the Company’s oil and gas assets and to consider an investment in the company or to provide other potential options for the bank. He indicated that a transaction with Pentwater Capital Management had the highest current probability.

In late April and early May 2016, Mr. Watson contacted two (2) hedge funds and a Dallas based energy investor to discuss the Company’s assets and potential investments or other solutions to the bank debt. One of the potential investor candidates, a hedge fund pursuing event-driven investing strategies (investor number 9) was introduced to Mr. Watson by Mr. Person from ASEN on May 5, 2016.

In May 2016, Mr. Watson provided the bank with updates regarding its discussions with Pentwater Capital Management and the six (6) other potential investors the Company was currently in discussions with. Mr. Watson also began discussions with another investor (investor number 11) that quickly ceased.

In June 2016, Mr. Watson met with nine (9) other potential investors and continued discussions with all potential investors to date that were still open to discussions. He updated the bank with regard to these potential investors, noting the initial contacts and the continuing discussions (Mr. Watson had by this time met with 20 potential investors). He noted that discussions with Pentwater Capital Management and investor number 5 and number 7 had stalled.

On June 13, 2016, Mr. Person introduced Mr. Watson to another hedge fund (investor number 21). By the end of June Mr. Watson had met with four (4) more potential investors, with a total of 25 potential investors solicited, including private equity firms, hedge funds, and strategic investors.

History of the proposed transaction

On July 7, 2016, Pentwater Capital Management informed Mr. Person and Mr. Watson that they were going to submit an initial indication of interest to the bank for the purchase of Enerjex’s secured debt. Mr. Watson introduced principals of Pentwater Capital Management to Texas Capital Bank. Mr. Watson did not participate in any subsequent conversations or negotiations between Pentwater Capital Management and the bank.

On July 19, 2016, at the bank’s request, Mr. Watson provided an update on all strategic and operational activities. Mr. Watson informed the bank that we was aware that the bank and Pentwater Capital Management were pursuing negotiations for a potential transaction. Mr. Watson indicated that the Company was still in discussions with a variety of third parties for a potential transaction or investment, but he noted that valuation feedback he was receiving indicated that this would be a very challenging transaction.

On several occasions throughout his negotiations with the bank, the bank made it clear to Mr. Watson that it would not entertain proposals regarding the purchasing of the debt from any affiliate of the company.

Through July and August, 2016, Mr. Watson continued meeting with potential investors. By the end of August he had met with over 30 potential investors in the aggregate. Most investors declined for various reasons.

On August 31, 2016, Mr. Watson met with two (2) potential investors that intended to co-invest with Pentwater Capital Management.

On September 29, 2016, Mr. Watson provided an operational update to the bank. The bank let Mr. Watson know that they were in negotiations with two (2) potential buyers of the EnerJex debt.

On September 30, 2016, the discussions with the bank regarding extending the forbearance period on the loan default ceased. Mr. Watson indicated to the bank that a Chapter 11 bankruptcy filing would likely be the Company’s next course of action. The bank indicated that it was still pursuing a sale of the debt, and the Company informed the bank that it would delay filing for bankruptcy protection as long as possible to support the negotiations. To preserve cash, EnerJex ceased making all payments under the debt.

The Company and the bank continued negotiating a forbearance extension, but did not reach an agreement. On October 10, 2016, the Company informed Mr. Watson that it was still working on potential transactions with either Pentwater Capital Management or another investor (investor number 7 that EnerJex had met with).

On October 11, 2016, Mr. Watson and board members Atticus Lowe and Lance Helfert met with Mr. Person, now representing Pentwater Capital Management, in Los Angeles. The purpose of the meeting was to introduce Mr. Lowe and Mr. Helfert to Mr. Person. Mr. Person provided an update on the status of Pentwater Capital Management’s negotiations with the banks. Mr. Person indicated that he represented a group of investors that intended to co-invest with Pentwater Capital Management in the acquisition of the EnerJex debt. Mr. Person communicated to Mr. Lowe and Mr. Helfert that Mr. Watson had requested that Mr. Person speak with Mr. Lowe and Mr. Helfert to discuss the potential for negotiating a restructuring of EnerJex’s debt in the event that the Pentwater Capital Management investor group was successful in acquiring the EnerJex debt from the banks. The parties discussed potential concepts and restructuring options.

At the October 11, 2016 meeting, Mr. Watson indicated that he planned to resign from EnerJex, regardless of the outcome of the negotiations, and that the entire EnerJex executive team intended to leave EnerJex with Mr. Watson. Mr. Watson indicated that he was seeking a variety of opportunities, and that it was possible that he would join Mr. Person in the management of a new company that could end up owning assets once owned by EnerJex (since he and the team were experienced in managing those assets), as well as additional assets. Mr. Person closed the meeting by informing Mr. Lowe and Mr. Helfert that he had a desire to work out a potential deal that would preserve some value for EnerJex stockholders and that they would reach out directly to the EnerJex board at the appropriate time to discuss restructuring options if the purchased the debt.

On October 17, 2016, Mr. Watson and EnerJex management made a presentation to investor number 7 (the other potential purchaser of the EnerJex debt). The parties did not discuss the potential bank transaction.

On October 25, 2017, Mr. Watson provided an update to the bank, and indicated that the company intended to file for bankruptcy protection by the end of November 2016. He urged the bank to move expeditiously with its negotiations with the two (2) investors to sell the loan if they had a desire to do so.

On or around November 3, 2016, Mr. Watson received a call from Northland Securities, the placement agent with regard to the Company’s preferred stock. Northland Securities indicated that representatives of Enerjex’s Series B preferred stock holder, had requested them to ask Mr. Watson to join them on a call that they intended to place to the bank. Mr. Watson declined to participate on that call, informed Northland Securities that the bank was entertaining two different proposals from independent third party investors, and that the Company would likely file for bankruptcy protection at the end of November. Mr. Watson indicated that the Series B holder’s representatives were free to call the bank on its own accord. Northland Securities informed Mr. Watson that the Series B representative decided to wait one week before they called the bank.

On or around November 10, 2016, Mr. Watson received a call from Northland Securities. Northland Securities indicated that the Series B representative had requested them to inform Mr. Watson that they intended to call the bank on November 21, 2016, unless the Company provided options to the Series B holder by November 18, 2016. Mr. Watson communicated that the Company’s status had not changed, and that the Series B representative was free to call the bank on its own accord. Mr. Watson indicated that any offers

should be provided in writing directly to the bank, and reiterated that the bank was considering two different proposals. Northland Securities requested valuation feedback on the current process. Mr. Watson informed Northland Securities that he was unaware of the financial terms of the negotiations with the bank and that Mr. Watson was not participating in any negotiations between the bank and the third party investors. Mr. Watson provided Northland Securities only with the bank’s contact information.

On November 16, 2016, the board met telephonically. Mr. Watson informed the board that the bank was entertaining proposals from two different investors, the Pentwater Capital Management investor group (which would eventually become the successor lender) and investor number 7. Mr. Watson informed the board that to his knowledge the bank failed to respond to the current offers and he was unaware if the bank had earnestly entered into negotiations on either. Mr. Watson informed the board that Loeb had recommended that the Company file for Chapter 11 bankruptcy protection before the end of November in the event the bank did not reach an agreement with a potential investor. During the discussions the board asked and Mr. Watson clarified that he informed the bank of the Company’s intentions with respect to filing bankruptcy, and that the Company had consistently provided financial projections to the bank throughout 2016 that showed the Company reaching minimum liquidity levels in the 4^th quarter 2016. Mr. Watson also updated the board with regard to his conversations with LH Financial through intermediary Northland Securities the week before.

On November 28, 2016, the board met telephonically. Mr. Watson informed the board that the Pentwater Capital Management investor group indicated that it intended to present the bank with one final offer later that evening. Mr. Watson informed the board that it was his belief (although he could not verify it and did not know the terms of the offer) that the offer was to purchase the Company’s secured debt from the Banks. Mr. Watson indicated that the Pentwater Capital Management investor group intended to approach the board to begin negotiating a framework for a debt restructuring so that Enerjex and its stockholders would have a path forward. Mr. Watson informed the board that the Company’s only other option was to file for bankruptcy in the event that the bank declined the Pentwater Capital Management investor group’s offer. Mr. Watson indicated that the Company’s cash position had deteriorated to minimum levels and that all other options had been explored and vetted. Mr. Watson informed the board that its bankruptcy counsel had requested that the board to authorize the Company and all of its subsidiaries to file for bankruptcy protection and authorize Loeb to serve as bankruptcy counsel. Mr. Watson indicated that he had not had any further communication with the Series B representative and that he was unaware if they submitted a proposal to the bank. Mr. Watson reiterated to the board that he had communicated to the Series B representative through Northland Securities that the Company would likely need to file for Chapter 11 bankruptcy protection in the event that the bank declined the offer from the Pentwater Capital Management investor group.

On November 30, 2016, the bank requested more time from the Company to reach a transaction with the Pentwater Capital Management investor group.

On December 2, 2016, Mr. Watson was advised and informed the board that the bank and the Pentwater Capita Management investor group reached an agreement. He confirmed to the board on or around December 5, 2016, that the bank and the Pentwater Capital Management investor group (which was to become the successor lender) had signed a letter of intent.

On December 7, 2016, Mr. Watson introduced Mr. Person and Mr. Frank Strezo, a principal of Pentwater Capital Management, to the board.

On December 7, 2016, Mr. Robert Watson recused himself from any further board discussions, activities, and meetings as he intended to resign shortly. Given the fact that he and his management team were likely to be employed in the same geographic areas EnerJex operated in, and potentially would be employed by the purchaser of EnerJex’s assets, he did not participate in any further discussions or negotiations between the Company and the Pentwater Capital Management investor group which became the Successor Lender.

Mr. Watson recused himself from any further board meeting after December 7, 2017. Mr. Watson was not present at any of the meetings of the EnerJex board of directors referred to below, therefore references to meetings or calls where the board was present did not include Mr. Watson.

On December 10, 2016, Mr. Watson provided Reicker Pfau, the Company’s corporate counsel, with an update on all deal points with regard to the proposed transaction with Successor Lender that he was aware of.

On December 13, 2016, non-management members of the EneJex board met with members from the Pentwater Capital Management investor group in Dallas to discuss the outline of the proposed transaction. As explained to the board, the framework of the deal revolved around the investor group forgiving the senior debt, to be acquired by them, in exchange for the Colorado, Nebraska, and Texas assets and a monetary amount to be determined. They indicated Enerjex would retain the Kansas assets, the public vehicle and the NOL’s. The investor group emphasized the need for a quick process following their closing of the purchase of the debt from bank. They mentioned their important points were understanding the process, the valuation of the assets being retained by EnerJex, and the transition. We agreed to continue discussions and departed.

On December 14, 2016, Mr. Watson and the EnerJex technical team made a presentation to the Pentwater Capital Management investor group in Midland, Texas.

On December 22, 2016, Mr. Lowe and Mr. Menchaca spoke to Mr. Person to continue discussions regarding the remaining topics of process, timing and price. Discussions regarding timing and process revolved around the need to obtain stockholder approval. The parties discussed the value of the Kansas assets. Mr. Person indicated again that they were significantly lower than what was hoped, but it was within the range that a deal could be done. Mr. Lowe and Mr. Menchaca agreed to resume discussions after gathering information related to the timing and process of a stockholder meeting.

On December 28, 2016, Mr. Lowe and Mr. Menchaca attempted to reach Mr. Person but were unable to do so due to the holiday.

On December 29, 2016, Mr. Watson had separate discussions with Reicker Pfau and directors Lance Helfert and Richard Menchaca to discuss various updates with the proposed transaction with the Pentwater Capital Management investor group.

On December 29, 2016, Mr. Watson emailed the board with regard to his intentions to resign onended December 31, 2016.

On December 30,2017 and 2016 Mr. Helfert and Mr. Watson discussed the terms of a separation agreement. Mr. Helfert asked Mr. Watson if he would wait to resign until the separation agreement was negotiated and until the proposed transactions were announced so that the Company could make a concurrent announcement. Mr. Watson indicated that he was willing postpone his resignation if it helped the Company. However, Mr. Watson indicated that he had concerns that he was still technically a director and chief executive officer of the Company incontained explanatory paragraphs which he effectively had no decision making authority because of his recusal, and wanted to limit his further risk of liability. As noted above, Mr. Watson recused himself from any board meeting after December 7, 2016. Therefore, any reference to a meeting or call of the Enerjex board of directors in the discussion below does not include Mr. Watson.

On January 2, 2017, EnerJex director Richard Menchaca had a telephone call with Mr. Person, who was speaking on behalf of the Pentwater Capital Management investor group/Successor Lender regarding the amount EnerJex offered to pay the Successor Lender for retaining the asset was lower than expected, but in the right ballpark. The conversation emphasized the need to conclude a transaction quickly, and Mr. Person noted that there would be a call among the principals of the Successor Lenderwas substantial doubt as to discuss the proposal on January 3^rd. Mr. Person asked the Company to prepare a simple bullet point outline of the most expeditious process and how a transaction could occur.

On January 3, 2017, Mr. Menchaca and Mr. Person spoke again via telephone, and Mr. Person noted that the Successor Lender would like a summary of a proposed process before they would make an offer, again emphasizing that the timing of the proposal would have an impact on the negotiations.

On January 3 and 4, 2017, members of the EnerJex board of directors and Mr. Schott had numerous conferences between themselves and with Reicker Pfau to develop a plan and process to propose to the Successor Lender.

On January 4, 2017, the EnerJex board of directors met via conference call at which they discussed, among other things, alternative proposals to present to the successor lender.

On January 5, 2017, members of the EnerJex board of directors and management team had numerous conferences between themselves and with Reicker Pfau to develop a timeline for a stockholder meeting.

On January 6, 2017, Reicker Pfau and the Successor Lender’s counsel discussed via telephone the need to focus on the process of how the proposed transaction could occur and the timing for the same. The attorneys also discussed valuation and transition issues.

Between January 6 and 10, 2017, members of the EnerJex board and Mr. Schott had numerous conferences between themselves and with Reicker Pfau, regarding the process for the transaction.

On January 10, 2017, the EnerJex board of directors met via conference call to discuss the status of the proposed transaction and negotiations regarding same.

Between January 10 and 12, 2017, the members of the EnerJex board and Mr. Schott had numerous conferences between themselves and with Reicker Pfau regarding the structure of the transaction.

On January 10, 2017, the EnerJex board of directors met via conference call to discuss the status of the proposed transaction.

On January 13, 2017, Mr. Lowe spoke with representatives of our prior lender, where the bank informed Mr. Lowe that any transaction should include a release of the prior lender from any current or future claims before it agreed to sell the loan to the Successor Lender.

On January 13, 2017, the Successor Lender provided a draft of the loan sale agreement between the prior lender, the Successor Lender, and EnerJex.

On January 13, 2017, the board met via conference call to discuss the terms of the loan sale agreement.

On January 14, 2017, the board met via conference call to discuss the terms of Mr. Watson’s separation from the Company.

Between January 13 and 14, 2017, the members of the EnerJex board and Mr. Schott had numerous conferences between themselves and with Reicker Pfau, regarding the proposed loan sale agreement and potential subsequent transaction with the Successor Lender.

On January 15, 2017, the EnerJex board of directors met via conference call to discuss the loan sale agreement.

Between January 15 and 17, 2017, the members of the EnerJex board and Mr. Schott team discussed the terms of the loan sale agreement and the revisions to the same that should be requested by the Company.

On January 17, 2017, the EnerJex board of directors met twice via conference call to discuss the potential transaction proposed by the Successor Lender and the Company’s response to same.

On January 17 and 18, 2017, the members of the EnerJex board of directors and Mr. Schott worked with Reicker Pfau to develop a counter offer to the proposed terms of the transaction with the Successor Lender to be implemented after the loan sale agreement became effective.

On January 18, 2017, the EnerJex board of directors met via conference call to finalize the Company’s counter offer to the potential transaction proposed by the Successor Lender.

On January 18, 2017, Reicker Pfau and the Company’s retained bankruptcy counsel, Loeb & Loeb, discussed with the prior lender counsel issues related to the loan sale agreement and the proposed transaction.

On January 20, 2017, Mr. Menchaca and Mr. Person discussed revisions to the terms of the proposed transaction.

On January 23, 2017, EnerJex was informed that the Successor Lender and the bank had successfully negotiated the loan sale, the only remaining issue was the release from EnerJex.

On January 23, 2017, EnerJex and the Successor Lender reached an agreement with regard to the terms of the proposed transaction.

On January 24, 2017, Reicker Pfau distributed a first draft of the Letter Agreement between the Successor Lender and the Company.

On January 25, 2017, the bank informed EnerJex that a release from EnerJex would be required in the loan sale agreement with the Successor Lender.

On January 29, 2017, the board met telephonically to discuss the status of the agreements between the bank, Successor Lender, and the Company.

On January 31, 2017, Mr. Menchaca provided a revised proposal to Mr. Person.

The Company continued to negotiate with the bank and Successor Lender regarding the Company’s willingness to release the bank and its successors from any liability and with Successor Lender regarding the terms and conditions of the proposed transaction.

On February 7, 2017, the bank indicated to Mr. Louis G. Schott, our interim CEO, that it would not sell the loan without a release from EnerJex.

On February 8, 2017, Mr. Schott and Mr. Person and Mr. Strezo on behalf of Successor Lender negotiated the terms of the proposed transaction, and Successor Lender agreed to cause Baylor Operations (the ASEN subsidiary) to make two payments under its consulting agreement with the Company in aggregate amount of $120,000, which satisfied the Company’s immediate cash needs. Baylor was in default under its payment obligations.

On February 9, 2017, the bank indicated its desire to be repaid fees prior to signing the loan sale agreement. The board held a meeting via telephone call to discuss this proposal, ultimately rejecting it.

On February 10, 2017, Mr. Person telephoned Mr. Schott that the bank and Successor Lender had resolved the fee issue.

On February 10, 2016, the Enerjex and Mr. Watson entered into a separation agreement.

On February 10, 2017, Successor Lender entered into the loan sale agreement with the bank and the Company to purchase from the bank all of its rights to our secured indebtedness pursuant to the Letter Agreement.

On February 10, 2017, and concurrently with the loan sale transaction we entered into a definitive written Letter Agreement, subject to the approval of the stockholders, to effect a transaction with the Successor Lenders in which:

On February 10, 2017, all documents were signed and signatures were held in escrow until released.

On February 13, 2017, the parties released signatures.

From February 22 to March 9, 2017, Mr. Schott had multiple discussions with the Company's reserve engineer, on the status of the Company's annual reserve report. Mr. Schott provided status updates to Mr. Strezo and Mr. Person from time to time.

On March 9, 2017, we received the preliminary reserve reports from the Company's reserve engineer. The members of the board had multiple calls with Mr. Schott and the reserve engineer from March 9 to March 13, 2017.

We provided the initial reserve report to Mr. Person and Mr. Strezo on March 10, 2017.

On March 14, 2017, Mr. Schott had a discussion with Mr. Strezo and Mr. Person on behalf of Successor Lender regarding the results of the preliminary reserve report indicated a value less than what the parties were expecting. Successor Lender indicated that the terms of the transaction needed to be amended. Mr. Schott updated the board.

On March 15, 2017, we received the final reserve report. Mr. Schott and the members of the Company's board of directors discussed the findings of the reserve report, its impact on the timing of the transaction planned in the original Letter Agreement and the Company's need to raise $3,300,000 in cash in a very short period based upon the original terms of the transaction.

Later on the 15th, we sent to Successor Lender a draft amendment to the Letter Agreement outlining three alternatives. Mr. Schott discussed these alternatives with representatives of Successor Lender. Mr. Schott then reviewed the alternatives with the Company's board of directors.

From March 16 to March 23, 2017, we negotiated terms with Successor Lender.

On March 25, 2017, Mr. Schott had multiple calls with Mr. Strezo and Mr. Person regarding proposal and revisions to the proposal.

From March 25 to March 26, 2017, Mr. Schott had multiple calls with the members of the Company's board regarding the Successor Lender's proposals.

On March 28, 2017, EnerJex and its corporate counsel had multiple conference calls with Successor Lender and its counsel. On March 27, 2017, we delivered a revised Amendment to Successor Lender.

Later on the 28th, the members of the Company's board of directors met telephonically regarding the proposed revision. The Company then prepared and sent a revised Amendment to Letter Agreement. For the first time the agreement called for the creation of a bankruptcy-remote special purpose entity.

On March 30, 2017, the parties signed the first amendment to the Letter Agreement.

Restated Secured Note

EnerJex’s loan will be restructured in the proposed transaction pursuant to the terms of Restated Secured Note.

The Restated Secured Note shall:

We will have two (2) options to extend the maturity date of the Restated Secured Note by 90 days each upon payment of an extension fee of $100,000, which shall be applied against the principal balance of the note.

So long as we repay the $3,300,000 in indebtedness on or prior to the maturity date, as extended, all other amounts payable under the Restated Secured Note shall be forgiven, including but not limited to the remaining principal amount of $1,200,000.

We are exploring alternative financing of the $3,300,000 cash payment to retire the, and expect to raise between $3,500,000 and $5,000,000 in capital through debt or equity financing, or a combination of both. If we are unable to do so we intend to pursue other strategic financing alternatives to monetize our Kansas oil and gas properties and assets. These alternative financing transactions may be in any form, such as a joint venture, partnership, leasing arrangement, or working interest sales. In addition, the Company may explore outright fee sales of properties as a method of raising capital. The actual structure will likely be a combination of these alternatives.

Recommendation of Our Board; Reasons for Recommending the Approval of the Letter Agreement

On February 10, 2017, the board convened a meeting at which it unanimously (i) resolved to recommend that our stockholders approve the Letter Agreement and the debt satisfaction/asset disposition transactions set forth therein, (ii) determined that the entry into the letter agreement is in the best interests of the Company and its stockholders, and (iii) directed that the Letter Agreement be submitted to a vote at a meeting of the stockholders to consider the approval of the Letter Agreement and the transactions set forth therein. In evaluating the Letter Agreement and the transactions contemplated thereby, the board consulted with the Company’s senior management and legal and financial advisors, and considered and evaluated a range of factors that it believed supported its decision to enter into the Letter Agreement and its recommendation that the stockholders of the Company approve the Letter Agreement, including, but not limited to, the following factors:

In the course of its deliberations, the board also considered a variety of risks, uncertainties and other countervailing factors related to entering into the Letter Agreement and the transactions contemplated thereby, including:

For more information on the interests of the Company’s directors and executive officers in the transaction, see the section entitled “— Interests of the Company’s Directors and Executive Officers in the Interests of Directors and Executive Officers in the Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets Transaction” beginning on page 44;

The board conducted an overall analysis of the reasons and factors described above and determined in its business judgment that, in the aggregate, the potential benefits of the transactions contemplated by the Letter Agreement to the stockholders of the Company outweighed the risks and potential negative consequences of the transactions.

The foregoing discussion of certain reasons and factors considered by the board is intended to be illustrative, and is not exhaustive, but includes the material reasons and factors considered by the board in reaching its conclusions and recommendation in relation to the Letter Agreement and the transactions contemplated thereby. In view of the wide variety of reasons and factors considered by the boarddisagreements in connection with its evaluation ofreports.   For the proposed transactionyears ended December 31, 2017 and 2016, and the complexity of these matters, the board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific reasons or factors it considered in reaching its determination and did not undertake to make any specific determination as to whether any particular reason or factor, or any aspect thereof, was favorable or unfavorable to the ultimate determination of the board. Rather, the board made its recommendation based on the totality of information presented to it and the investigation conducted by it. In addition, individual members of the board may have given different weights to different factors or may have had different reasons or factors for their ultimate determination.

It should be noted that this explanation of the reasoning of the board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 7 of this proxy statement.

The board unanimously recommends that the stockholders of the Company vote “FOR” approval of the Letter Agreement and the debt satisfaction/asset conveyance transaction set forth therein.

Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets Transaction

Summary

The Company and its wholly-owned subsidiaries EnerJex Kansas, Inc., a Nevada corporation, Working Interest, LLC, a Kansas limited liability company, Black Sable Energy, LLC, a Texas limited liability company, Black Raven Energy, Inc., a Nevada corporation, and Adena, LLC, a Colorado limited liability company (collectively, the “Subsidiaries”), entered into a letter agreement dated February 10, 2017 (the “Letter Agreement”), with PWCM Investment Company IC LLC, a Delaware limited liability company (“PWCM”),subsequent period through March 26, 2018, there were no “reportable events” (defined below) requiring disclosure pursuant to which (a) PWCM agreed to deem satisfied and forgive a substantial majorityItem 304(a)(1)(v) of Regulation S-K. As used herein, the Company’s and the Subsidiaries’ obligations under the Loan Documents (as defined below), which, as of the date hereof, evidence Company indebtedness in an outstanding principal balance of approximately $17,925,000 by restating the Company’s secured promissory note into a note for $4,500,000, and (b) in consideration of that deemed satisfaction and forgiveness, the Company and the Subsidiaries agree to convey or provide to PWCM or its designees (i) all of their real property leases, oil and gas producing properties, and other assets situated in Colorado, Texas, and Nebraska, (ii) all of their shares in Oakridge Energy, Inc. The Company will retain its oil and gas properties and assets located in Kansas, which generate the majority of the Company’s revenue and cash flow from operations, and contribute those assets to a bankruptcy-remote entity. The Successor Lender shall have a security interest in those revenues and the retained Kansas oil and gas assets. After we executed the Letter Agreement, the following parties were added to the Letter Agreement as additional purchasers of our secured indebtedness: Cibolo Holdings, LLC, a Texas limited liability company; RES Investment Group, LLC, a North Carolina limited liability company; and Round Rock Development Partners, LP, a Delaware limited partnership (such entities, together with PWCM, collectively the “Successor Lenders”).

Secured Loan

The Company and the Subsidiaries are parties to an Amended and Restated Credit Agreement, dated October 3, 2011, by and among the Company and the Subsidiaries, as Borrowers, Texas Capital Bank, N.A. (“TCB”), as Administrative Agent, and the other financial institutions and banks party thereto from time to time, which we refer to as the Bank, as amended (the “Credit Agreement”), and certain documents ancillary and related to the Credit Agreement (the Credit Agreement and all ancillary and related documents, the “Loan Documents”). The loans made under the Loan Documents are secured by certain of the Company’s and the Subsidiaries’ assets.

Successor Lender

In a transaction that closed on February 17, 2017, the initial Successor Lender (others have been added by the Successor Lender, and we refer to them collectively as the Successor Lender) purchased from our bank lenders under the Loan Documents all rights of such bank lenders under those Loan Documents, including the right to payment of our indebtedness under the Loan Documents and all rights to the security pledged as security for the obligations of EnerJex and its Subsidiaries.

As a result, all of our obligations under the Loan Documents are now owed to the Successor Lender. As of the date hereof, the outstanding amount of principal owed by the Company and the Subsidiaries under the Loan Documents is approximately $17,925,000.

Letter Agreement

The following is a summary of the material terms and conditions of the Letter Agreement as amended. This summary does not purport to be complete and may not contain all of the information about the Letter Agreement that is important to you. The description of the Letter Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is attached to this proxy statement as Annex A-1 and A-2 and is incorporated by reference into this proxy statement. We encourage you to read the Letter Agreement carefully and in its entirety because it is the primary contractual document that governs the debt satisfaction/asset disposition transaction and its express terms and conditions govern the rights and obligations of the parties.

While the Successor Lender was working with the bank the finalize its debt purchase transaction, it was also working with the Company to structure a transaction in which the Company had an opportunity to satisfy

the entire outstanding indebtedness of the Company (which likely exceeded the value of its assets) with a portion of the assets and a cash payment. On February 10, 2017, a week before the Successor Lender finalized the purchase of the loans, we entered into the Letter Agreement with the Successor Lender. We amended the Letter Agreement on March 30, 2017.

Loan Forgiveness; Consideration for Loan Forgiveness

The transaction set forth in the Letter Agreement provides aterm “reportable event” means for the Company to satisfy all outstanding amounts indebtedness, and any other outstanding amounts, owed to the Successor Lenders and continue as a going concern.

The current value of our assets exceeds the current value of our liabilities, making our ability to remain a going concern doubtful. The terms of the Letter Agreement provide the Company with an opportunity to remain a going concern by retaining its Kansas assets and continue operating to assets by conveying to the Successor Lender all of its remaining oil and gas assets and a Restated Secured Note in the original principal amount of $4,500,000, payable in full at a discount by the payment of $3,300,000 any time before the maturity date, as extended.

Under the Letter Agreement, the EnerJex’s indebtedness and all other obligations under the Loan Documents will be deemed satisfied in full and forgiven. In exchange, we will convey and provide to the Successor Lenders or its designees:

After completion of those transactions, the Company will be free and clear of the lien formerly securing our bank debt and will own the retained Kansas assets, which generate the majority of the Company’s revenue and cash flow from operations. Subject to the lien securing the debt evidenced by the Restated Secured Note.

In short, the transactions contemplated in the Letter Agreement will result in (a) all of the our obligations under the Loan Documents being satisfied in full, such that neither the Company nor any of the Subsidiaries have any further obligations under the Loan Documents, (b) the conveyanceitems listed in paragraphs (a)(1)(v)(A)-(D) of our interest in their oil and gas properties and assets in Colorado, Texas, and Nebraska and our stock in Oakridge Energy, Inc., and (c) our ability to retain its Kansas operating assets subject onlyItem 304 of Regulation S-K.

A copy of RBSM’s letter addressed to the lien securing the debt evidenced by the Restated Secured Note.

Restated Secured Note

EnerJex’s loan will be restructured in the proposed transaction pursuantSEC relating to the terms of Restated Secured Note. The Restated Secured Note shall:

We will have two (2) options to extend the maturity date of the Restated Secured Notestatements made by 90 days each upon payment ofEnerJex were filed as an extension fee of $100,000, which shall be applied against the principal balance of the note.

The loan is payable in full at a discountexhibit to the restatedCompany’s current report on Form 8-K, as amended, on March 29, 2018.

Services and Fees of EnerJex’s Independent Accountants

Aggregate fees billed to EnerJex by RBSM during the last two fiscal years were as follows:

The Company’s Independent Accountants

On March 26, 2018, the Company engaged D. Brooks, as the Company’s principal amount of $4,500,000. So long as $3,300,000 is paid toaccountant. D. Brooks was the Successor Lender on orindependent registered public accounting firm for AgEagle Sub prior to the maturity date, as extended, all other amounts payable underMerger. Accordingly, the Restated Secured Note shall be forgiven, including but not limited to the remaining principal amount of $1,200,000.

We will explore alternative financing of the $3,300,000 discounted repayment amount before the maturity date of the Restated Secured Note. We expect to raise between $3,500,000 and $5,000,000 in capital through debt or equity financing, or a combination of both for the purpose of raising the amounts to repay the Restated Secured Note and provide working capital to fund operations. If we are unable to do so we intend to pursue other strategic financing alternatives to monetize our Kansas oil and gas properties and assets. These alternative financing transactions may be in any form, such as a joint venture, partnership, leasing arrangement, or working interest sales. In addition, the Company may explore outright fee sales of properties as a method of raising capital. The actual structure will likely be a combination of these alternatives, and we feel the restructuring of our loan as provided by the Restated Secured Note provides the CompanyPost-Merger Company’s Audit Committee, together with the best chance of raising these funds to continue operating as going concern.

Additional Agreements

The Letter Agreement includes undertakings other than those listed above.

Retained Kansas Oil and Gas Assets Shall be Contributed to a Special Purpose Entity

Prior to or concurrently with the closing of the transaction, EnerJex will contribute its remaining oil and gas properties and assets located in Kansas to a wholly-owned, single-purpose, bankruptcy-remote, Delaware limited liability company, which we refer to as the Special Purpose Subsidiary. The Special Purpose Subsidiary shall be managed by EnerJex and will engage an independent manager approved by Successor Lender, whose vote will be required for the Special Purpose Subsidiary to file for bankruptcy protection. The Restated Secured Note will be guaranteed by the Special Purpose Subsidiary, and the Special Purpose Entity will secure the guarantee with a lien on the Kansas oil and gas assets.

All Income from Kansas Assets Shall be Payable to Lender

The Letter Agreement provides that during the term of the Restated Secured Note, the Special Purpose Subsidiary we will pay to Successor Lender all of our net revenues from our existing oil and gas properties in the state of Kansas, and all equipment and tangible personal property owned by EnerJex in Kansas and used by EnerJex in Kansas. Successor Lender and EnerJex shall execute a Deposit Account Control Agreement covering each bank account of EnerJex into which the net revenues from EnerJex’s Kansas assets shall be deposited in order to perfect a lien in the amount of such net revenues.

Employment Offers

The Successor Lender may, but shall not be obligated to, extend (a) to any of our employees an offer to commence employment with (or an offer to be engaged as a consultant to) successor lender from and after the closing, and will assume accrued benefit costs for any such employees that accept the offer, and (b) to each consultant or other person then engaged by the Company to provide services to the Company an offer to provide such services with Successor Lender.

None of our senior executive team or former executive team, including Mr. Watson, our former CEO and Mr. Doug Wright, our CFO, have any agreements or understandings regarding any future employment with the Successor Lender or its affiliates.

Stockholders’ Meeting

We agreed to (a) schedule a meeting of our stockholders to occur on or before May 1, 2017, and (b) at such meeting, to seek the approval of our stockholders to debt satisfaction/asset conveyance transaction.

American Standard Energy Corp. Consulting Agreement

On April 1, 2016, Enerjex entered into a consulting agreement with Baylor Operating, an affiliate of American Standard Energy (“ASEN”) to provide accounting, field operation, payroll and employee management, regulatory compliance, and technical consulting and assistance with regard to the operation of certain oil and assets owned by ASEN. In exchange, EnerJex is entitled to payments of $60,000 per month.

Successor Lender is also the secured lender of ASEN. Prior to entering into the Letter Agreement with the Successor Lender, ASEN was delinquent on its monthly payments to EnerJex required by the consulting agreement. Pursuant to the terms of the Letter Agreement, we agreed to waive payments incurred prior to December 1, 2016, while ASEN (or its affiliates) agreed to make the two (2) monthly payments of $60,000 each owed for December 2016 and January 2017 upon signing the Letter Agreement. In addition, Successor Lender agreed to guarantee the obligation of its affiliate ASEN to pay the company $60,000 monthly on a going forward basis. The Company has also agreed to waive the payment for April 2017.

Conduct of Parties Prior to Closing

We agreed to use commercially reasonable efforts to:

In addition, both parties agreed to take such commercially reasonable action as is necessary to satisfy the conditions to and facilitate the closing of the debt satisfaction/asset conveyance transaction on or before May 1, 2017.

Representations and Warranties

The Letter Agreement contains representations and warranties made by EnerJex and the Successor Lender to each other. The statements embodied in those representations and warranties were made for purposes of the Letter Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Letter Agreement. In addition, some of those representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from that generally applicable to stockholders or may have been used for the purpose of allocating risk between EnerJex on the one hand, and Successor Lender on the other, rather than establishing matters as facts.

We made customary representations and warranties (including, in certain cases, with respect to our subsidiaries) to Successor Lender in the Letter Agreement. These representations and warranties relate to, among other things, the following:

Successor Lender made customary representations and warranties to the Company in the letter agreement. These representations and warranties relate to, among other things, the following:

Conditions to the Debt Satisfaction/Asset Conveyance Transaction

The respective obligations of EnerJex and Successor Lender to effect the debt satisfaction/asset conveyance transaction are subject to the satisfaction or waiver, on or prior to the closing, of certain closing conditions.

Each party’s obligation to consummate the debt satisfaction/asset conveyance is also subject to the following additional conditions:

Our obligation to effect the debt satisfaction/asset conveyance is subject to the satisfaction or waiver (if permissible under applicable law) on or prior to the closing of the transaction of the following conditions:

In addition, the Successor Lender’s obligation to consummate the debt satisfaction/asset conveyance is also subject to the condition that since the date of the Letter Agreement that there not have been a material adverse event with regard to the conveyed oil and gas properties.

Termination of the Letter Agreement

The Letter Agreement may be terminated upon the mutual written consent of the Company and Successor Lender.

The Letter Agreement also may be terminated by either the Company or Successor Lender if any of the following events occurs:

Amendment of the Letter Agreement

At any time prior to the effective time, the Letter Agreement may be amended by written agreement of the parties thereto. However, following receipt of the Company stockholder approval, there shall be no amendment or change to the provisions of the Letter Agreement which by law would require further approval by our stockholders without such approval.

Governing Law

The Letter Agreement is governed by and will be construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than the State of Texas.

Interests of Directors and Executive Officers in the Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets Transaction

As of March 30, 2017, our directors and executive officers held and are entitled to vote, in the aggregate, 3,973,168 shares of company common stock, representing approximately 47.17% of the voting power of the outstanding shares entitled to vote at the annual meeting.

Additional details of the beneficial ownership of our common stock by our directors and executive officers are set out in the section of this proxy statement entitled “ Voting Securities” beginning on page 10. In addition to their interests in the debt satisfaction/asset conveyance transaction as stockholders, certain of the Company’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of the our stockholders generally.

Our former CEO, Robert Watson, has entered into a separation agreement with the Company pursuant to which he will provide transition consulting services in the amount of $110,000, payable at a rate of $5,000 per month. Mr. Watson will be paid the entire remaining separation and consulting consideration on the earlier of: (1) the date our Colorado and Texas oil and gas assets are disposed of, and (2) December 31, 2017.

In addition, included in the transition services Mr. Watson is performing pursuant to his separation agreement are services on behalf of EnerJex to fulfill our obligations under the consulting agreement with ASEN, an affiliate of the Successor Lender. Mr. Watson has no other agreement, arrangement, or understanding with Successor Lender following the closing.

The Successor Lender also may, but is not obligated to, extend to any of our employees or advisors after the closing of the transaction offers of employment with (or an offer to be engaged as a consultant to) Successor Lender.

In considering the proposals to be voted on at the special meeting, you should be aware of these interests. The members of the board were aware of and considered these interests, among other matters, in evaluating and reaching their decision to adopt the plan to satisfy the Company’s secured indebtedness as set forth in the Letter Agreement and determining that entry into the Letter Agreement was in the best interests of the Company and its stockholders, and in resolving to recommend that the Company’s stockholders vote to approve the Letter Agreement and the transactions set forth therein.

Certain Effects of the Satisfaction of Secured Indebtedness/Conveyance of Oil and Gas Assets

If the proposal to approve the Letter Agreement and the debt satisfaction/asset conveyance transaction set forth therein receives the affirmative vote of the holders of more than a majority of outstanding shares of Company common stock entitled to vote at the meeting, and the other conditions to the closing of the transaction are either satisfied or waived in accordance with the Letter Agreement:

Prior to or concurrently with the closing of the transaction, EnerJex will contribute its remaining oil and gas properties and assets located in Kansas, which generate the majority of the Company’s revenue and cash flow from operations, to a wholly-owned, single-purpose, bankruptcy-remote, Delaware limited liability company, which we refer toengage D. Brooks as the Special Purpose Subsidiary. The Special Purpose Subsidiary shall be managed by EnerJex and will engage an independent manager approved by Successor Lender, whose vote will be requiredregistered public accounting firm for the Special Purpose Subsidiary to file for bankruptcy protection.

The Restated Secured Note will be guaranteed by the Special Purpose Subsidiary, and the Special Purpose Entity will secure the guarantee with a lien on the Kansas oil and gas assets.

The board believes this transaction is in the best interests of the Company and its stockholders. Although this transaction will materially decrease the size of our business operations, it provides the Company with an opportunity to continue as a going concern.

Unaudited Pro Forma Financial Information

On February 10, 2017 we entered into the Letter Agreement (as amended March 30, 2017) pursuant to which Enerjex and its operating subsidiaries agreed with PWCM Investment Company IC LLC and certain investors (referred to collectively as the “Successor Lender”), the purchaser of our secured indebtedness from our former bank, to consummate several simultaneous transactions:

The following selected unaudited pro forma condensed financial information of Enerjex shows the effect on Enerjex of the proposed satisfaction of secured indebtedness/conveyance of assets transaction.

The unaudited pro forma consolidated balance sheet as of December 31, 2016, and the unaudited pro forma consolidated statement of operations forCompany. During the year ended December 31, 2016 have been derived from our historical financial statements. The pro forma adjustments have been prepared as if2017 and the satisfactionsubsequent period through March 26, 2018, neither EnerJex nor anyone on its behalf consulted D. Brooks regarding either (i) the application of indebtedness conveyanceaccounting principles to a specified transaction, either completed or proposed, or the type of oil and gas assets transaction had taken placeaudit opinion that might be rendered on December 31, 2016, in the case of the unaudited pro forma consolidated balance sheet and on January 1, 2016, in the case of the unaudited pro forma consolidated statement of operations for the year ended December 31, 2016.

Following our unaudited pro formaEnerJex’s consolidated financial statements, we are providingand neither a written report nor oral advice was provided to EnerJex that D. Brooks concluded was an unaudited pro forma balance sheetimportant factor considered by EnerJex in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of December 31, 2016, and an unaudited pro forma consolidated statementa disagreement (as defined in Item 304(a)(1)(iv) of operations for the year ended December 31, 2016 for the oil and gas assets we are conveying to Successor Lender, as if those assets were a stand-alone business.

EnerJex presents the unaudited pro forma condensed consolidated financial information for informational purposes only. The pro forma information is not necessarily indicative of what the divided business's financial position or results of operations actually would have been had EnerJexRegulation S-K and the Successor lender completed the transaction on the dates indicated. In addition the unaudited pro forma condensed consolidated financial information does not purportrelated instructions to project the future financial positionItem 304 of Regulation S-K) or operating resultsa reportable event.

Services and Fees of the separated businesses.

Company’s Independent Accountants

EnerJex Resources, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2016
(in thousands)

EnerJex Resources, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
As of December 31, 2016
(in thousands, except per share data)

Conveyed Oil & Gas Assets
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2016