Private Placement

On November 21, 2017, Alpha Capital Anstalt (“Alpha”) signed a binding commitment letter with Enerjex Resources, Inc. (the “Company” or “Enerjex”) to provide prior to or at the closing of the merger, among the Company, its wholly-owned subsidiary and AG Eagle Aerial Systems, Inc. (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.

The securities will not be or have not been registered under The Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements

The above agreement is qualified in its entirety by the contract between the Company and Alpha Capital Anstalt. A copy hereof is attached at Exhibit 10.01 and incorporated by reference herein.