QUESTIONS AND ANSWERS ABOUT THE MERGER AND

THE ENERJEX SPECIAL MEETING

The following are some questions that you, as a shareholder of EnerJex Resources, Inc., may have regarding the Merger (as defined below) or the EnerJex special meeting, together with brief answers to those questions. EnerJex urges you to read carefully the remainder of this proxy statement/prospectus, including the annexes and other documents referred to in this proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you with respect to the Merger or the EnerJex special meeting.

When this proxy statement/prospectus refers to the “combined company,” it means EnerJex and its subsidiaries and AgEagle, collectively.

This document contains important information about the Merger and the special meeting, so you should read it carefully.

For illustrative purposes only, if the Merger had been completed on November 20, 2017, the date of the Merger Agreement, the Exchange Ratio (without giving effect to any reverse stock split that has been approved by the EnerJex shareholders but not yet implemented by the EnerJex Board) would have been approximately 27.7 shares of EnerJex common stock for each AgEagle share of common stock. Therefore, if the Merger had been completed on such date and you owned 1,000 shares of EnerJex common stock as of such date, you will continue to hold 1,000 shares of the combined company following the completion of the Merger.

As a percentage, if you hold 5% of the outstanding common stock of EnerJex immediately prior to the completion of the Merger and do not also hold common stock of AgEagle, then upon completion of the Merger you will hold an aggregate of approximately 0.04% of the outstanding shares of common stock of the combined company calculated as set forth above.

In connection with, and as a condition to the closing of the Merger, the Company is seeking the consent of the holders of its Series A Preferred Stock to amend the terms thereof to: (i) allow the Company to pay all accrued but unpaid dividends as of September 30, 2017 in additional shares of Series A Preferred Stock based on the value of the liquidation preference thereof, (ii) eliminate the right of the Series A Preferred Stock holders to receive any dividends accruing after September 30, 2017, and (iii) convert each share of Series A Preferred Stock into ten (10) shares of Company common stock at the closing of the Merger (subject to adjustment for a reverse stock split). An affirmative vote of 66.7% of all shares of Series A Preferred Stock voting as a class as of the record date is required to amend the terms of the Certificate of Designation to provide for these changes.

As of September 30, 2017, the Series A Preferred Stock had accrued a total of $6,039,972 in accrued but unpaid dividends, which would result in an additional 241,599 shares of Series A Preferred Stock being issued by the Company to satisfy these accrued dividends. As of the date of hereof, there were 938,248 shares of Series A Preferred Stock issued and outstanding, and the Company may issue an additional 1,061,752 shares of Series A Preferred Stock prior to the Record Date.

For a more complete discussion of the Exchange Ratio, see the section entitled “The Merger—The Exchange Ratio” beginning on page [●].

For a more complete discussion of the existing businesses of EnerJex and AgEagle, see the sections entitled “EnerJex Business”, “EnerJex Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “AgEagle Business,” and “AgEagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages [●], [●], [●], and [●]. In addition, you should carefully review the section entitled “Risk Factors” beginning on page [●], which presents risks and uncertainties related to the Merger, the combined company following the completion of the Merger, and the business and operations of EnerJex and AgEagle.

For a more complete discussion of the conditions to the completion of the Merger under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page [●].

Tax matters are very complicated, and the tax consequences of the Merger to a particular EnerJex shareholder or AgEagle shareholder will depend in part on such shareholder’s circumstances. Accordingly, EnerJex and AgEagle urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled, “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 21.

By mail. You may vote by mailing your signed EnerJex proxy card in the enclosed return envelope. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the EnerJex special meeting.

By Internet or by telephone.   Follow the instructions on the EnerJex proxy card to vote by Internet or telephone.

In person at the meeting.   If you attend the EnerJex special meeting, you may deliver your completed EnerJex proxy card in person or you may vote by completing a ballot, which will be available at the meeting.

If you are an EnerJex shareholder and you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the EnerJex special meeting and all of your shares will be voted “FOR” EnerJex Proposal Nos. 1, 2, 3, 4, and 5.

However, if you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the EnerJex special meeting, but will not be voted at the EnerJex special meeting. As a result, your abstention will have the same effect as voting “AGAINST” EnerJex Proposal Nos. 1, 2, 3, 4, and 5.

4040 Broadway Street, Suite 425
San Antonio, Texas 78209

Attention [ · ]

Shareholders Call Toll-Free:

[●]______________

THE MERGER

Background of the Merger

This section and the section entitled "The Merger Agreement" beginning on page 18 describe the material aspects of the Merger, including the Merger Agreement. While EnerJex believes that this description covers the material terms of the Merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the Merger and the Merger Agreement, including the Merger Agreement itself, which is attached as Annex A and the opinion of the Financial Advisor to the EnerJex Board of Directors, which is attached as Annex B .

Background of the Merger

The Board of Directors of the Company believes that 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 existed that we would 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.” The bank agreed to forbear on any exercise of its remedies due to our defaults under the credit facilities on three occasions, on April 2016, May 2016, and August 2016. The last forbearance period expired on October 1, 2016.

We ceased making any payments under our bank 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 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 year ended December 31, 2015.

On January 17, 2017, we announced that the NYSE MKT had accepted our plan to restore compliance with certain NYSE MKT regulations on or before March 31, 2017.

On February 10, 2017, we, the bank, and our 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 our 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 Texas Capital Bank 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, the Company 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 amendment to the Loan Agreement. We amended that Letter Agreement on March 30, 2017.

While the Company continually sought strategic alternatives to its debt structure and sought alternatives to restructure its current obligations under its existing outstanding debt and preferred stock instruments, the proposed transaction with the Successor Lender provided it with the best opportunity of continuing operations as a going concern.

At the same time, the Company’s Board and its interim CEO continued discussions with other parties on equity options for the Company, including mergers and acquisitions. These included both oil and gas opportunities as well non-oil and gas opportunities, including AgEagle.

On April 7, 2017, the Company’s board formally announced that it was pursuing possible strategic transactions involving opportunities both in and outside the oil and gas industry that may offer the opportunity for future growth and net cash flow.    Those opportunities included a business combination with another business enterprise, the acquisition of one or more groups of assets, an equity or debt financing transaction to provide capital with which to fund operations and expansion, and other similar transactions.  These included the acquisition by purchase or contribution of certain operating oil and gas assets as well as discussions about a possible acquisition by merger of a privately held company that operates an agricultural drone business and in which an affiliate of the holder of the Company’s Series B Preferred Stock introduced and has an interest.   At the time, those discussions about a business combination with that privately held agricultural drone enterprise were suspended, although the Company left the door open for discussions in the future.  In addition, the company expected to continue to pursue other acquisition and business combination opportunities.

On April 10, 2017, the Company obtained an unsecured loan in the principal amount of $150,000 from an affiliate of the holder of our issued and outstanding shares of Series B Preferred Stock (the "lender"), which matured on April 24, 2017, with the option of repayment or the conversion of the principal into shares of a class of our preferred equity securities on mutually agreeable terms. At that time, the Company was also continuing to explore the availability of debt or equity capital from other sources as well as other transactions to improve the Company’s overall financial stability.

On April 27, 2017, the Company entered into an Additional Issuance Agreement with Alpha Capital Anstalt (“Alpha”) for the purchase of 300 shares of Series C preferred stock in consideration of $300,000, with an option to purchase an additional 200 shares of Series C preferred stock for an aggregate purchase price of $200,000.

Effective May 1, 2017, the Company entered into an agreement with Camber Energy, Inc., pursuant to which the Company assumed the responsibility of performing certain general and administrative services for Camber. This agreement further allowed the Company to meet its immediate cash needs.

On May 10, 2017, the Company and its subsidiaries, EnerJex Kansas, Inc., Black Raven Energy, Inc., Working Interest, LLC, Adena, LLC, Kansas Holdings, LLC, and Black Sable Energy, LLC (the "Subsidiaries"), closed the restructuring if their secured indebtedness as contemplated in the Letter Agreement, dated February 10, 2017, as amended by the First Amendment to Letter Agreement dated March 30, 2017, by and among the Company and the Subsidiaries (except Kansas Holdings, LLC), PWCM Investment Company IC LLC ("PWCM"), RES Investment Group, LLC ("RES"), Round Rock Development Partners, LP ("Round Rock"), and Cibolo Holdings, LLC ("Cibolo Holdings," and together with PWCM, RES and Round Rock, "Successor Lenders").

The Company and the Subsidiaries owed Successor Lenders approximately $17,925,000 of secured indebtedness under an existing credit agreement. In consideration of the satisfaction of $13,425,000 of that amount, the Company and certain of the Subsidiaries transferred to PCR Holdings LLC, an affiliate of Successor Lenders, all of the Company's oil and gas properties and assets located in Colorado, Texas, and Nebraska, as well as the Company's shares of Oakridge Energy, Inc.

To evidence the Company's remaining $4,500,000 of indebtedness to the Secured Lenders, the Subsidiaries entered into a Second Amended and Restated Credit Agreement with Cortland Capital Market Services LLC, as Administrative Agent, and the other financial institutions and banks parties thereto (the "Credit Agreement"), and a related Amended and Restated Note (the "Note"), pursuant to which the Company's and the Subsidiaries' obligations under the existing credit agreement were reduced to a principal amount of $4,500,000, with interest accruing thereon at 16%  per annum . That Note matured on November 1, 2017 (subject to two 90-day extensions upon payment of a $100,000 fee for each extension). The debt is prepayable in full prior to maturity with a discounted payment of $3,300,000. The Company is currently negotiating an extension of the Notes.

The Subsidiaries' obligations under the Credit Agreement and Note are non-recourse and are secured by a first-priority lien in the Company's and the Subsidiaries' oil properties and assets located in Kansas. The Company was removed as a borrower under the Credit Agreement, but entered into a Guaranty of Recourse Carveouts, pursuant to which the Company guarantees the Subsidiaries' payment of certain fees and expenses due under the Credit Agreement, and may be liable for certain conduct, such as fraud, bad faith, gross negligence, and waste of the Kansas oil properties or assets.

Following that closing, the Company’s Board and its CEO continued to investigate multiple opportunities to both unlock value and accelerate growth in an accretive manner on behalf of shareholders, including but not limited to mergers, acquisitions, joint ventures, and non-dilutive financings. These included potential business combinations with other oil and gas companies including some with potential midstream and downstream assets.  In addition, the Company continued to pursue other acquisition and business combination opportunities including acquisitions with some privately owned companies.

In June the Company’s Board and management had several discussions regarding potential combination opportunities with companies with assets in Kansas and other states as well as companies that were looking to acquire assets as part of a combination. These also included non-oil and gas opportunities. While the Company continued negotiations and executed a non-binding letter with AgEagle, it continued to evaluate strategic alternatives.

Because of its capital needs, the Company continued to evaluate debt and equity sources of capital. On July 14, 2017, in its ongoing capital efforts, the Company entered into a Secured Promissory Note for $100,000 with Alpha, including a maturity date of November 15, 2017 and interest on the outstanding principal accrues at a rate of 8% per annum. The Company is negotiating an extension or conversion into equity of this note.

The Company’s continued discussions throughout August and September became more focused on potential mergers with entities wherein the other party would be the surviving entity as a result of the merger. This was because of the Company’s weakening financial position as well as its complicated equity structure. Additionally, the deadlines with its lender were looming.

In September and October 2017, the Board had extensive discussions and negotiations with AgEagle regarding the terms and conditions related to the proposed merger. Based upon those discussions and, in part, the opinion from Northland Securities as to the fairness of the merger consideration, the Board unanimously agreed to enter into the Merger Agreement.

On October 19, 2017, EnerJex Resources, Inc., a Nevada corporation (the “Company” or “EnerJex”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AgEagle Aerial Systems, Inc., a Nevada corporation (“AgEagle”), which designs, develops, produces, and distributes technologically advanced small unmanned aerial vehicles (UAV or drones) that are supplied to the agriculture industry, and AgEagle Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”).  Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into AgEagle, Merger Sub will cease to exist and AgEagle will survive as a wholly-owned subsidiary of the Company (the “Merger”). The respective boards of directors of EnerJex and AgEagle have approved the Merger Agreement and the transactions contemplated thereby.

At the effective time of the Merger (the “Effective Time”), the shares of AgEagle capital stock will be automatically converted into that number of shares of Company common stock as determined pursuant to the exchange ratio described in the Merger Agreement (the “Exchange Ratio”). In addition, at the Effective Time: (i) all outstanding options and warrants to purchase shares of AgEagle common stock will be assumed by the Company and converted into options and warrants to purchase shares of Company common stock. No fractional shares of Company common stock will be issued in the Merger but will be rounded to the nearest whole share. Following the consummation of the Merger, former shareholders of AgEagle with respect to the Merger are expected to own 85% of the combined company (inclusive of the AgEagle assumed stock options and warrants), and current common and Series A Preferred shareholders of the Company are expected to own 15% of the combined company, excluding shares of common stock that may be issued in connection with the conversion of the Company’s Series B Preferred Stock and Series C Preferred Stock, and also not including any additional shares which may be issued in connection with the Company’s closing obligation to provide up to $4 million in new working capital and the elimination of all liabilities currently on the Company’s balance sheet.

As part of the Merger, the Company may dispose of its principal assets, consisting primarily of its Kansas oil and gas properties, concurrently with the closing of the Merger. In the event the Merger is not consummated, the Company intends on remaining in the oil and gas exploration business.

Reasons for the Merger

The EnerJex Board of Directors considered the following factors in reaching its conclusion to approve the Merger and to recommend that the EnerJex shareholders approve the issuance of shares of EnerJex common stock in the Merger, all of which the Board viewed as supporting its decision to approve the business combination with AgEagle:

The EnerJex Board also reviewed the recent financial condition, results of operations and financial condition of EnerJex, including:

The EnerJex Board of Directors also reviewed the terms of the Merger and associated transactions, including:

In the course of its deliberations, the EnerJex Board of Directors also considered a variety of risks and other countervailing factors related to entering into the Merger, including:

The foregoing information and factors considered by the EnerJex Board of Directors are not intended to be exhaustive but are believed to include all of the material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Board did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Board may have given different weight to different factors. The EnerJex Board of Directors conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, the EnerJex management team and the legal and financial advisors of EnerJex, and considered the factors overall to be favorable to, and to support, its determination.

Opinion of the Financial Advisor to the EnerJex Board of Directors

On October 4, 2017, Northland Capital Markets rendered its oral opinion to the EnerJex Board of Directors, which opinion was subsequently confirmed in writing on October 16, 2017, that, as of the date of the written opinion and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the common stock consideration to be paid by EnerJex to the shareholders of AgEagle in the Merger was fair, from a financial point of view, to the EnerJex shareholders.

The full text of the Northland Opinion, which sets forth assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Northland in connection with such opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. EnerJex urges you to carefully read the Northland Opinion, together with the following description thereof, in its entirety. The following is a summary of the material terms of the Northland Opinion and is qualified in its entirety by reference to the full text of such opinion.

Northland provided the Northland Opinion for the information and assistance of the EnerJex Board of Directors in connection with its consideration of the Merger. The Northland Opinion addressed only the fairness, from a financial point of view, to the EnerJex shareholders of the common stock consideration to be paid in the Merger. The Northland Opinion was intended for the use and benefit of the EnerJex Board of Directors. The Northland Opinion is not a recommendation to any EnerJex shareholder or AgEagle shareholder or any other person as to how such person should vote with respect to the Merger or take any other action in connection with the Merger or otherwise.

In connection with rendering the opinion described above and performing its related financial analyses, Northland:

In addition, Northland conducted such other quantitative reviews, analysis and inquiries relating to EnerJex and AgEagle and considered such other financial, economic and market criteria as it deemed appropriate in rendering its opinion.

In arriving at its opinion, Northland assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting, and other information provided to, discussed with, or reviewed by Northland and upon the respective assurances of the management of EnerJex and AgEagle that each of them was not aware of any material relevant developments or matters related to EnerJex or AgEagle, as applicable, or that may affect the Merger, that has been omitted or that remains undisclosed to Northland. The Northland Opinion does not address any legal, regulatory, tax, or accounting matters, as to which Northland understood that EnerJex had obtained such advice as it deemed necessary from other qualified professionals. Northland did not conduct any independent verification of any financial projections of EnerJex, AgEagle, or the combined company following the Merger and expressed no opinion as to any such financial projections or the assumptions on which they were based.

In arriving at its opinion, Northland made no analysis of, and expressed no opinion as to, the adequacy of the reserves of EnerJex or AgEagle and relied upon information supplied to Northland by EnerJex and AgEagle as to such adequacy. Northland did not make any independent evaluations or appraisals of the assets or liabilities (including any contingent derivatives or off-balance sheet assets or liabilities) of EnerJex or any of its subsidiaries or AgEagle, and Northland was not furnished with any such evaluations or appraisals.

Northland assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement and any other agreement contemplated thereby are and will be true and correct as of the date or the dates made or deemed made, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and any other agreement contemplated thereby, and that all conditions to the completion of the Merger will be satisfied and the Merger, and the other transactions contemplated by the Merger Agreement, will be completed in accordance with the terms of the Merger Agreement without waiver, modification, or amendment of any material term, condition, or agreement set forth therein. Northland also assumed that the final form of the Merger Agreement would be substantially similar to the last draft of the Merger Agreement reviewed by Northland prior to the delivery of the Northland Opinion. Northland further assumed that any governmental, regulatory, and other consents and approvals contemplated by the Merger Agreement would be obtained and that, in the course of obtaining any of those consents, no restrictions will be imposed or waivers made that would have an adverse effect on EnerJex, AgEagle, or any of the potential benefits of the Merger.

In arriving at its opinion, Northland did not consider any effects of any share of AgEagle capital stock held by AgEagle or owned by EnerJex or any of its subsidiaries, which shall be canceled in the Merger. In addition, Northland did not give any consideration to any terms or conditions of any other agreement to be entered into in connection with the Merger Agreement, including the terms or conditions of the voting agreement described elsewhere in this proxy statement/prospectus.

The Northland Opinion was based on economic, market, financial, and other conditions existing, and on the information made available to Northland, as of the date of the opinion, and Northland assumed no obligation to update, revise or reaffirm such opinion, unless otherwise mutually agreed to by the EnerJex Board of Directors and Northland. Northland noted that subsequent developments may affect the conclusion reached in the Northland Opinion.

The Northland Opinion addressed solely the fairness, from a financial point of view, to the EnerJex shareholders of the common stock consideration to be issued to the AgEagle shareholders. The Northland Opinion does not in any way address other terms or conditions of the Merger or the Merger Agreement, including the financial or other terms of any other agreement contemplated by, or to be entered into in connection with, the Merger Agreement, nor does the Northland Opinion address, and Northland expressed no opinion with respect to, the solvency of EnerJex or AgEagle or the impact thereon of the Merger. The Northland Opinion does not address the EnerJex Board of Directors’ underlying business decision to proceed with the Merger, the relative merits of the Merger compared to other alternatives available to EnerJex, or whether such alternatives exist. Northland did not express any opinion as to what the value of the shares of EnerJex common stock will be when issued to holders of AgEagle capital stock pursuant to the Merger or the prices or ranges of prices at which shares of EnerJex common stock will trade at any time, including following the announcement or completion of the Merger. The Northland Opinion does not in any manner address (and Northland was not required to opine as to) the fairness of the amount or nature of, or any other aspects related to, compensation to be received by any officers, directors, or employees of any party to the Merger, or any class of such persons, relative to the common stock consideration to be issued to the AgEagle shareholders or otherwise.

The following is a summary of the material financial analyses delivered by Northland to the EnerJex Board of Directors in connection with rendering the Northland Opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Northland. The order of the analyses described below does not represent the relative importance or weight given to those analyses by Northland. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of the corresponding summaries and are alone not a complete description of the financial analyses performed by Northland. Considering the data in the tables below without considering the corresponding full narrative descriptions of the financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of the financial analyses performed by Northland. Other than the guidance provided by the EnerJex Board of Directors and senior management to Northland set forth in this proxy statement/prospectus, no instructions were given to or limitations imposed upon Northland by the EnerJex Board of Directors or senior management with respect to the investigations made or procedures followed by it in rendering its opinion.

In furnishing its opinion, Northland did not attempt to combine the analyses described herein into one composite valuation range, nor did Northland assign any quantitative weight to any of the analyses or the other factors considered. Furthermore, in arriving at its opinion, Northland did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor in light of one another. Accordingly, Northland has stated that it believes that its analyses must be considered as a whole and that considering any portion of its analyses, without considering all of the analyses, could create a misleading or incomplete view of the process underlying its opinion or the conclusions to be drawn therefrom.

The results of the application by Northland of each of the valuation methodologies utilized in connection with its fairness opinion is summarized below.

Market Trading Analysis

Northland analyzed the trading of EnerJex’s common shares over the trailing twelve months from both a price and volume standpoint. Northland compared the 52 week high, 52 week low, and the 30-day, 60-day, 90-day and 1 year average prices to the closing price on October 3, 2017, resulting in the following:

The closing price of EnerJex’s common stock on October 3, 2017 equated to a:

AgEagle Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of AgEagle common shares by reference to these companies, which could then be used to calculate implied exchange ratio ranges, Northland reviewed and compared specific financial data relating to AgEagle with selected companies that Northland deemed comparable to AgEagle. These companies each operate in segments of the unmanned aerial vehicle (“UAV”) industry, have annual revenues up to $50 million, and a market capitalization of between $1 million and $50 million.

The selected comparable companies with respect to AgEagle were:

Northland selected the comparable companies listed above because it considered their businesses and operating profiles to be reasonably similar to that of AgEagle, as applicable. Northland noted that the comparable companies traded at an enterprise value multiple range of 0.6x to 189.1x annualized revenue from the most recent quarter, with an average of 43.0x, as well as an enterprise value multiple range of 0.8x to 94.4x revenue from the last twelve months, with an average of 21.6x.

Comparable Transaction Analysis

Northland was informed by EnerJex management that at the time of closing of the Merger, all consolidated assets of EnerJex will have been disposed of and the corresponding debt and liabilities shall have either been extinguished or assigned to a third party. Therefore, Northland was informed by EnerJex that EnerJex will be a shell company at the time of the transaction and that Northland should assume that EnerJex is a shell company with no assets for purposes of its opinion.

Northland reviewed the financial terms, to the extent publicly available, of mergers of a privately-held operating company into a publicly held shell company in the United States during the past 36 months that Northland deemed relevant, based on its professional experience. These mergers all resulted in a larger private company merging into a public shell company with little to no operations. For each of the selected precedent transactions, Northland analyzed the percentage of common equity retained by the shell company and compared this to the percentage of common equity being retained by EnerJex in the Merger. The table below summarizes the data points that Northland presented to the board of directors:

Northland noted that the common equity retained by the public shell companies ranged from 4.0% to 11.2% with an average of 6.3%.

Northland also calculated the inferred value of AgEagle based on the February 2016 purchase of 200,000 shares of common stock by Raven Industries, Inc. at a price of $2.50 per share, the Raven Investment. Based on the 4,000,000 shares of AgEagle common stock outstanding at the time of the Raven Investment, the inferred equity value for AgEagle was $10,000,000 at that time.

Discounted Cash Flow Analysis

As noted above, Northland was informed by EnerJex that it would have no assets at the closing of the Merger and therefore, it has no future cash flows and inferred a future value of $0.

Northland reviewed and analyzed AgEagle’s internal financial projections for the years 2017, 2018, 2019, and 2020. Using an annual discount factor range of 20.0% to 30.0% based on an estimated weighted average cost of capital, Northland discounted AgEagle’s projected EBITDA, including a terminal value for AgEagle calculated utilizing an EBITDA multiple range of 8.0x to 12.0x on the EBITDA projected in year 2020, to derive a range of inferred values of AgEagle, per the table below.

Net Asset Value Analysis

For the Net Asset Value Analysis, Northland was informed by EnerJex management of the value of a shell company trading on a national exchange and AgEagle’s intangible value related to its drone designs, manufacturing know-how, and trade secrets. Northland then derived the Net Asset Value for EnerJex and AgEagle by adding these asset values to the value of other assets and cash, deducting debt, and including working capital. The resulting Net Asset Value for EnerJex and AgEagle were 11.7% and 88.3%, respectively, of the total Net Asset Value for the two entities.

General Overview of Analyses; Other Considerations

The preparation of a financial opinion is a complex process and is not susceptible to partial analysis or summary description. In arriving at its opinion, Northland considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusions Northland reached are based on all the analyses and factors presented, taken as a whole, and also on application of Northland’s own experience and judgment. Such conclusions may involve significant elements of subjective judgment and qualitative analysis. Northland therefore gave no opinion as to the value or merit, standing alone, of any one or more parts of the analyses. Furthermore, Northland believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of the analyses, without considering all of them, would create an incomplete view of the process underlying Northland’s analysis and opinion.

In performing its analyses, Northland made numerous assumptions with respect to industry performance, general business, regulatory, and economic conditions, and other matters, all of which are beyond Northland’s and many of which are beyond the control of EnerJex or AgEagle. Any estimates used by Northland in its analysis are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

No single company or transaction used in the above analyses as a comparison is identical to EnerJex, AgEagle or the Merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of Northland providing its opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty.

The Northland Opinion was one of the many factors taken into consideration by the EnerJex Board of Directors in making its determination to approve the Merger. See the section entitled “The Merger—Recommendations of the EnerJex Board of Directors and its Reasons for the Merger.” Consequently, the analyses as described above should not be viewed as determinative of the opinion of the EnerJex Board of Directors with respect to the common stock consideration to be issued to the AgEagle shareholders in the Merger or if whether the EnerJex Board of Directors would have been willing to agree to a different exchange ratio. The common stock consideration to be issued to the AgEagle shareholders in the Merger was determined through arm’s-length negotiations between EnerJex and AgEagle and was approved by the EnerJex Board of Directors. Northland did not recommend any specific amount of consideration or specific exchange ratio to EnerJex or the EnerJex Board of Directors or suggest that any specific amount of consideration or exchange ratio constituted the only appropriate consideration or exchange ratio for the Merger.

Northland notified the EnerJex Board of Directors that Northland previously provided financing services to AgEagle and received fees from AgEagle for the rendering of these services.

Northland has consented to the use of the Northland Opinion in this proxy statement/prospectus; however, Northland has not assumed any responsibility for the form or content of this proxy statement/prospectus, other than the Northland Opinion itself.

The EnerJex Board of Directors selected Northland because of Northland’s understanding of AgEagle’s business model and its experience in mergers and acquisition transactions. Pursuant to an engagement letter agreement, dated as of August 21, 2017, Northland agreed to provide, an opinion as to the fairness, from a financial point of view, of the common stock consideration to be paid or received in any such transaction. As compensation for Northland’s services, EnerJex paid upon delivery of the fairness opinion, a fee of $100,000. In addition, EnerJex also agreed to reimburse Northland for its reasonable out of pocket expenses, not to exceed $10,000, including attorney’s fees and expenses, and to indemnify Northland and its related parties against various liabilities in connection with Northland’s engagement. Northland did not serve as a general financial advisor to EnerJex in the transaction and was engaged solely to provide the opinion summarized herein.

Northland is regularly engaged in performing financial analyses with respect to businesses and securities in connection with mergers and acquisitions, and for other purposes.

Interests of the EnerJex Directors and Executive Officers in the Merger

General

In considering the recommendation of the Board of Directors of EnerJex with respect to the approval of the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, and the other matters to be acted upon by the EnerJex shareholders at the special meeting, the EnerJex shareholders should be aware that certain members of the Board of Directors and executive officers of EnerJex have interests in the Merger that may be different from, or in addition to, the interests of the EnerJex shareholders. These interests relate to or arise from, among other things:

The Board of Directors of EnerJex was aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the Merger Agreement and to recommend, as applicable, that the EnerJex shareholders approve the proposals to be presented to the EnerJex shareholders for consideration at the special meeting as contemplated by this proxy statement/prospectus.

Deferred Salaries and Director Fees

Upon completion of the Merger, certain of the Company’s current officers and directors will receive, in the aggregate, deferred salaries and fees valued at approximately $647,500, of which amount $350,000 will be used to secure indemnification obligations pursuant to the Merger Agreement. In lieu of payment of the deferred salaries and fees in cash, such amount will be converted into an aggregate of 2,248,264 shares of combined company common stock.

Limitations of Liability and Indemnification of the EnerJex and AgEagle Officers and Directors

Pursuant to the Merger Agreement, upon the completion of the Merger, the parties agreed that all rights to indemnification or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary or agent of EnerJex or any of its subsidiaries, as provided for in their respective organizational documents in effect as of the date of the Merger Agreement, will continue to be honored and in full force and effect after the closing of the Merger.

The Merger Agreement also provides that EnerJex will purchase a six-year “tail” policy under its existing directors’ and officers’ liability insurance policy, with an effective date as of the closing of the Merger.

Merger Consideration

At the Effective Time, the shares of AgEagle capital stock will be automatically converted into that number of shares of Company common stock as determined pursuant to the exchange ratio described in the Merger Agreement (the “Exchange Ratio”). In addition, at the Effective Time, all outstanding options and warrants to purchase shares of AgEagle common stock will be assumed by the Company and converted into options and warrants to purchase shares of Company common stock. No fractional shares of Company common stock will be issued in the Merger but will be rounded to the nearest whole share. Following the consummation of the Merger, former shareholders of AgEagle with respect to the Merger are expected to own 85% of the combined company (inclusive of the AgEagle assumed stock options and warrants), and current common and Series A Preferred shareholders of the Company are expected to own 15% of the combined company, excluding shares of common stock that may be issued in connection with the conversion of the Company’s Series B Preferred Stock and Series C Preferred Stock, and also not including any additional shares which may be issued in connection with the Company’s closing obligation to provide up to $4 million in new working capital and the elimination of all liabilities currently on the Company’s balance sheet.

No adjustments to the Exchange Ratio will be made based upon changes in the price of the EnerJex common stock or the value of AgEagle equity prior to the completion of the Merger. Changes in stock price or value may result from a variety of factors, including, among others, general market and economic conditions, changes in EnerJex’s or AgEagle’s respective businesses, operations, or prospects, the market assessment of the likelihood that the Merger will be completed as anticipated or at all, and regulatory considerations. Many of these factors are beyond EnerJex’s or AgEagle’s control.

As a result of any such changes in the price of the EnerJex common stock, the aggregate market value of the shares of EnerJex common stock that the AgEagle shareholders will be entitled to receive at the Effective Time could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the EnerJex special meeting or the date on which the AgEagle shareholders actually receive their shares of EnerJex common stock.

Fractional Shares

No fractional shares of EnerJex common stock will be issued to AgEagle shareholders in connection with the Merger.  Instead, the number of whole shares to be issued to the AgEagle shareholders shall be rounded to the nearest whole number of shares of EnerJex common stock.

Effective Time of the Merger

The Merger Agreement requires the parties to complete the Merger after all of the conditions contained in the Merger Agreement are satisfied or waived, including, among others, the adoption of the Merger Agreement by the shareholders of AgEagle and the approval by the EnerJex shareholders of the EnerJex Merger Proposals. Neither EnerJex nor AgEagle can predict the exact timing of the completion of the Merger.

Regulatory Approvals

As of the date of this proxy statement/prospectus, neither EnerJex nor AgEagle is required to make filings or to obtain approvals or clearances from any antitrust regulatory authorities in the United States or other countries to complete the Merger. EnerJex must comply with applicable federal and state securities laws and the rules and regulations of the NYSE American in connection with the issuance of shares of EnerJex common stock in the Merger and related transactions and the resulting change in control of EnerJex and the filing of this proxy statement/prospectus with the SEC.

Tax Treatment of the Merger

EnerJex, Merger Sub and AgEagle intend the Merger, together with the issuance of shares of EnerJex common stock to AgEagle shareholders, to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. Each of EnerJex, Merger Sub and AgEagle will use its commercially reasonable efforts to cause the Merger, together with the issuance of shares of EnerJex common stock to AgEagle shareholders, to qualify as a reorganization within the meaning of Section 368(a) of the Code, and not take any action or cause any action to be taken which would or could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization under Section 368(a) of the Code.

NYSE American Stock Market Listing

EnerJex common stock currently is listed on the NYSE American under the symbol “ENRJ.” EnerJex has agreed to use its reasonable best efforts to cause the listing of the shares of EnerJex common stock issuable pursuant to the Merger Agreement and the related transactions on the NYSE American which is a condition to AgEagle’s and EnerJex’s obligation to complete the Merger.

EnerJex will file a listing application with the NYSE American in connection with the Merger and the related transactions pursuant to NYSE American “change of control” rules. If such application is approved, EnerJex anticipates that its common stock will continue to be listed on the NYSE American following the completion of the Merger. Upon completion of the Merger, the Series A Preferred Stock will cease trading on the OTC Market and will be converted into shares of common stock.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Merger.

The Merger

On October 19, 2017, EnerJex entered into the Merger Agreement with AgEagle and Merger Sub, a Nevada corporation and wholly-owned subsidiary of the Company. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into AgEagle, Merger Sub will cease to exist and AgEagle will survive as a wholly-owned subsidiary of the Company (the “Merger”). The respective boards of directors of EnerJex and AgEagle have approved the Merger Agreement and the transactions contemplated thereby.

Consummation of the Merger; Merger Consideration

At the Effective Time, 4,823,090 shares of AgEagle capital stock, representing all currently outstanding common shares and all other debt or equity securities convertible into common shares (except options and warrants, described below) will be automatically converted into that number of shares of Company common stock as determined pursuant to the exchange ratio described in the Merger Agreement (the “Exchange Ratio”). In addition, at the Effective Time, 685,100 outstanding options and 400,000 warrants to purchase shares of AgEagle common stock will be assumed by the Company and converted into options and warrants to purchase shares of common stock of the combined company based upon the Exchange Ratio. No fractional shares of Company common stock will be issued in the Merger but will be rounded to the nearest whole share.

Following the consummation of the Merger, the former shareholders of AgEagle will own 85% of the combined company (inclusive of the AgEagle assumed stock options and warrants), and the current holders of EnerJex common stock and Series A Preferred shareholders of the Company are expected to own 15% of the combined company (excluding shares of common stock that may be issued in connection with the conversion of the Company’s Series B Preferred Stock and Series C Preferred Stock, and also excluding any additional shares which may be issued in connection with the Company’s closing obligation to provide up to $4 million in new working capital and the elimination of all liabilities currently on the Company’s balance sheet).

The Company may dispose of its principal assets, consisting primarily of its Kansas oil and gas properties, concurrently with the closing of the Merger. In the event the Merger is not consummated, the Company intends on remaining in the oil and gas exploration business.

Representations and Warranties

In the Merger Agreement, AgEagle makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Agreement) relating to, among other things: (a) due incorporation, valid existence and good standing and corporate authority to operate its business; (b) its authorized capital stock; (c) corporate authority to execute and deliver the Merger Agreement and no violations; (d) financial statements; (e) absence of undisclosed liabilities; (f) compliance with law and permits; (g) employee benefit plans; (h) absence of certain changes or events; (i) investigations and litigation; (j) information supplied to EnerJex; (k) regulatory matters; (l) tax matters; (m) employment and labor matters; (n) intellectual property; (o) properties; (p) insurance; (q) inventory; (r) material contract; (s) finders or brokers; (t) full disclosure; and (u) no additional representations.

In the Merger Agreement, the AgEagle shareholders, including Mr. Brett Chilcott, severally, but not jointly and only with respect to itself, himself or herself, makes certain representations and warranties relating to, among other things: (a) free and clear title to shares; (b) authority to enter into and perform its obligations under this Merger Agreement; (c) authorization, execution, delivery and enforceability of the Merger Agreement; (d) no impediment to execution and delivery of the Merger Agreement; (e) no adverse proceedings; and (f) status as an accredited investor.

In the Merger Agreement, EnerJex makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Agreement) relating to, among other things: (a) due incorporation, valid existence and good standing and corporate authority to operate its business; (b) its authorized capital stock; (c) corporate authority to execute and deliver the Merger Agreement and no violations; (d) SEC reports and financial statements; (e) internal controls and procedures; (f) absence of undisclosed liabilities; (g) compliance with law and permits; (h) absence of certain changes or events; (i) environmental law and regulations; (j) investigations and litigation; (k) information supplied to EnerJex; (l) regulatory matters; (m) properties; (n) insurance; (o) opinion of financial advisor (p) material contracts; (q) reserve reports; (r) finders or brokers; (s) tax matters; (t) employee benefit plans; (u) employment and labor matters; (v) cash payment; and (w) no additional representations.

The Merger Agreement provides that, immediately following the Effective Time, the existing board of directors and officers of the Company will resign and the current directors and officers of AgEagle will be the officers of the combined company.

Conduct Prior to Closing; Covenants

Each of EnerJex and AgEagle have agreed to operate their respective businesses in the ordinary course of business, and use commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and permits and preserve their relationships with customers and suppliers prior to the Effective Time and not to take certain specified actions without the prior written consent of the other party.

The Agreement also contains covenants of each of EnerJex and AgEagle to:

EnerJex and AgEagle acknowledge that EnerJex and its subsidiaries may desire to sell certain of their respective existing assets to generate working capital for the combined company and both parties agree that EnerJex and/or its subsidiaries may sell or dispose of such assets to an unrelated party for fair market value, provided the timing of such sale would not jeopardize EnerJex’s listing on the NYSE American.

The Merger Agreement also contains a customary “no solicitation” provision pursuant to which, prior to the completion of the Merger, neither the Company nor AgEagle may solicit or engage in discussions with any third party regarding another acquisition proposal unless, in the Company’s case, it has received an unsolicited, bona fide written proposal that the recipient’s board of directors determines is or would reasonably be expected to result in a superior proposal. The Company has paid AgEagle a $50,000 non-refundable fee at the signing of the Merger Agreement.

Conditions to Closing

The completion of the Merger is subject to various customary conditions, including, among other things: (a) the approval of the shareholders of the Company and AgEagle; (b) the accuracy of the representations and warranties made by each of the Company and AgEagle and the compliance by each of the Company and AgEagle with their respective obligations under the Merger Agreement; (c) approval of the shareholders of the Company for the issuance of its common stock and any other securities (x) to the AgEagle shareholders in connection with the Merger and (y) in connection with the financing transactions contemplated by the Merger Agreement; (d) approval for the listing of shares of the Company’s common stock to be issued in the Merger and other related transactions on the NYSE American; and (e) all of the Company’s legacy debt and liabilities shall have been extinguished. The Company’s existing cash resources are insufficient to satisfy all of its outstanding liabilities. Accordingly, in order to satisfy the condition and consummate the Merger, the Company will be required to raise additional funding prior to the closing of the Merger and reach settlements with current creditors, the failure of which could result in the Company’s failure to consummate the Merger Agreement.

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the Effective, whether before or after approval of the proposals being presented in connection with the Merger by the shareholders of EnerJex or AgEagle, by:

Effect of Termination

In the event of termination, all further obligations of the parties shall terminate.

AGREEMENTS RELATED TO THE MERGER

Private Placement

On November 21, 2017, Alpha Capital Anstalt (“Alpha”) signed a binding commitment letter with the Company to provide prior to or at the closing of the Merger, a minimum of $4 million in new equity capital at a pre-money valuation of between $16 million and $25 million (the “Private Placement”). Per the terms of this commitment letter, in the event any unaffiliated third parties of EnerJex participate in the Private Placement, Alpha’s obligations to fund the Private Placement shall be reduced by such aggregate gross dollar amount funded by such unaffiliated third parties. Alpha has also agreed to convert all notes they hold from the Company into equity at the closing of the Merger. For their funding commitment, Alpha will receive a fee equal to 2.5% of the Company’s outstanding common stock on a fully diluted basis payable at the closing of the Merger. Alpha’s obligations to fund the Private Placement shall terminate on the earlier to occur of (i) the consummation of the Merger, and (ii) March 31, 2018. The Company further agreed that, at no time from the date hereof until the consummation of the Merger, shall it provide or disclose to Alpha any “material non-public information” regarding itself, without the prior consent of Alpha. The funding of the Private Placement is subject to standard conditions such as accuracy of representations and warranties provided in the Merger Agreement, and other similar conditions.

Voting Agreement

Bret Chilcott, the principal shareholder of AgEagle, who owns approximately 83% of the voting power of AgEagle, entered into a voting agreement with EnerJex pursuant to which Mr. Chilcott agreed to vote in favor of the Merger and against any alternative acquisition proposal, agreement or transaction that may be received by AgEagle. The voting agreement will terminate at the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms or upon mutual written consent of Mr. Chilcott and EnerJex.

Management Following the Merger

Termination of Current Executive Officers and Directors of EnerJex

Effective as of immediately following the Effective Time, EnerJex’s officers, including its remaining executive officers and directors, are required by the Merger Agreement to resign and the officers and directors of AgEagle immediately prior to the completion of the Merger shall be the officers and directors of the combined company immediately after the Effective Time.

Executive Officers and Directors of the Combined Company Following the Merger

AgEagle’s current directors and executive officers (each of who will hold the same position in the combined company following the Merger), their ages and date of appointment to their respective officers as of the date of this prospectus/proxy statement, are as follows:

Bret Chilcott. Mr. Chilcott has served as a member of our board of directors and as President since the inception of the Company in April 2014 and as Chief Executive Officer since February 2016. The path to AgEagle started when Mr. Chilcott established his advanced composite manufacturing company, Solutions by Chilcott, LLC, whose manufacturing processes led the way to the initial AgEagle fixed wing design. 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 established his blueprint for a dealer network, a model which he carried over successfully to AgEagle when AgEagle began selling its product. Mr. Chilcott graduated from Kansas Community College in 1982 with a degree in Sales and Marketing. We believe that Mr. Chilcott’s background and experience in composite parts manufacturing provides him with a broad familiarity of the range of issues confronting our company in the market, which makes him a qualified member of our board.

Nicole Fernandez-McGovern. Ms. Fernandez-McGovern has served as our Chief Financial Officer since April 2016. From April 2013 to January 2016, Ms. Fernandez-McGovern served as the CEO and CFO of Trunity Holdings, Inc. (OTCQB: TNTY), where she was able to lead a successful restructuring of the company by acquiring a new compounding pharmacy business and finalizing the spin-out of the legacy educational business into a newly formed private company. From January 2011 to April 2013, Ms. Fernandez-McGovern was President of RCM 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 all 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 Master of Business Administration with a concentration in Accounting and International Business and a Bachelor of Business Administration with a concentration in accounting, both from the University of Miami. She is also a Certified Public Accountant in the State of Florida, serves on the boards of the South Florida Chapter of Financial Executives International and Pembroke Pines Charter Schools Advisory Board and is fluent in Spanish.

Lindsay Edwards. Ms. Edwards has served as a member of our board of directors since March 2016. Since September 2012, Ms. Edwards has served as in-house legal counsel for Raven Industries, Inc. (NASDAQ: RAVN). From September 2010 to September 2012, Ms. Edwards was an associate in the litigation section at May & Johnson, PC in Sioux Falls, SD. Her legal career started in 2006 in Omaha, NE, where she was an associate with Husch Blackwell LLP. Her primary practice areas were corporate litigation, employment law, corporate governance and contracting. Throughout her career, Ms. Edwards has represented an array of clients spanning from small community businesses to Fortune 500 companies. Ms. Edwards received her Juris Doctor from the University of Arkansas School of Law in 2006. Prior to attending law school, Ms. Edwards received her Bachelor of Science in Criminal Justice and Psychology from the University of South Dakota. We believe that Ms. Edwards’ legal background and experience as in-house legal counsel for Raven, along with her broad understanding of our business, are valuable resources to our board.

Grant Begley. Mr. Begley has served as a member of our board of directors since June 2016. Since July 2011, Mr. Begley has served as President of Concepts to Capabilities Consulting LLC, which advises global executive clients on competitive positioning and performance in aerospace. From August 2010 to September 2011, Mr. Begley was Corporate Senior Vice President for Alion Science and Technology. Prior to Alion, Mr. Begley served as Pentagon Senior Advisor to the Office of the Under Secretary of Defense, for Unmanned Systems, advising on critical issues and leading development of DoD’s 2011 Unmanned Systems Roadmap. Mr. Begley’s career includes defense industry leadership positions for the development of advanced capabilities with Raytheon and Lockheed Martin where he initiated and led cross-corporation unmanned systems and robotics successes. Mr. Begley served in the United States Navy for 26 years, where his duties included operational assignments flying fighter aircraft, designated Top Gun, followed by acquisition assignments for the development and management of next generation manned and unmanned aircraft systems, weapon systems and joint executive acquisition assignments. Mr. Begley holds Master’s degrees in Aerospace and Aeronautic Engineering from the Naval Post-Graduate School and a Bachelor’s degree in General Engineering from the U.S. Naval Academy. We believe that Mr. Begley’s 20 plus years of experience as a UAV industry expert, focused on UAV technologies, regulations and commercial applications, will be an invaluable resource to our board.

Scott Burell. Mr. Burell has served as a member of our board of directors since June 2016. Concurrently from November 2006 until November 2017, he served as the Chief Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (NASDAQ: CBMX), a publicly traded diagnostics laboratory that was acquired in November 2017 by Invitae Corporation (NYSE: NVTA). Mr. Burell served as CombiMatrix’s Vice President of Finance since November 2001 and as Controller from February 2001 to November 2001. From May 1999 to February 2001, Mr. Burell was the Controller for Network Commerce, Inc. (NASDAQ: SPNW), a publicly traded technology and information infrastructure company located in Seattle, Washington. Prior to this, Mr. Burell spent nine years with Arthur Andersen’s Audit and Business Advisory practice in Seattle. During his tenure in public accounting, Mr. Burell worked with many clients, both public and private, in the high-tech and healthcare markets, and was involved in numerous public offerings, spin-offs, mergers and acquisitions. Mr. Burell has been a licensed C.P.A. in the State of Washington since 1992 (currently inactive). Mr. Burell also serves on the Board of Directors of Microbot Medical, Inc. (NASDAQ: MBOT), an Israeli-based medical device company specializing in the researching, designing, developing and commercializing of transformational micro-robotics medical technologies. He also is a member of the Board of Directors of CollPlant, as well as CollPlant (TLV: CLPT), a regenerative medicine company focused on development and commercializing tissue repair products, initially for orthobiologics and advanced would care markets. He is a member of the National Association of Corporate Directors, the Orange County chapter of the Forum for Corporate Directors and is a member of the American Institute of Certified Public Accountants. He holds Bachelor of Science degrees in both Accounting and Business Finance from Central Washington University. We believe that Mr. Burell’s background in accounting and experience as a chief financial officer of a public company, coupled with his corporate governance expertise, qualify Mr. Burell as a valuable member of our board.

Thomas Gardner. Mr. Gardner has served as a member of our board of directors since June 2016 and he and his firm has been engaged as a consultant to AgEagle. Since May 2010, Mr. Gardner has served as COO and Director at NeuEon, Inc., a technology advisory consulting firm, where he oversees operations and provides strategic technology and business guidance to select clients. Mr. Gardner has extensive experience in the areas of business and technology leadership across many industries, including financial services, manufacturing, telecommunications and consumer goods. Within these sectors, Mr. Gardner has specific expertise in the areas of process improvement, digitization and standardization, mergers and acquisitions, system implementations, enterprise resource planning and work-force optimization. Mr. Gardner holds a dual Bachelor of Science in Accounting and Management from Bryant University. We believe that Mr. Gardner’s experience as a data analytics expert, along with his strategic technology and business expertise, brings a unique perspective to our board.

Family Relationships

There are no family relationships among the executive officers and directors of the Company who are expected to take office in the combined company upon the consummation of the Merger.