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Exhibit 10.1
CONSENT AND WAIVER AGREEMENT
This CONSENT AND WAIVER AGREEMENT (this
“ Consent ”), dated as of April 9, 2008, by and between EnerJex
Resources, Inc., a Nevada corporation (“
Company ”),
EnerJex Kansas, Inc., a Nevada corporation (“
EnerJex Kansas ”), and DKR Soundshore Oasis Holding Fund Ltd., West
Coast Opportunity Fund, LLC, Enable Growth Partners LP, Enable
Opportunity Partners LP, Glacier Partners LP and the Frey Living
Trust (individually, a “ Buyer ” and collectively, the
“ Buyers ”).
WHEREAS, EnerJex Kansas (formerly Midwest Energy,
Inc.) has executed (i) Senior Secured Debentures payable to the
Buyers dated April 11, 2007, and (ii) Senior Secured Debentures
payable to the Buyers dated June 21, 2007 (collectively, the
“ Debentures ”).
WHEREAS, Company, EnerJex Kansas and Buyer have
entered into a Securities Purchase Agreement dated April 11, 2007
(the “ Securities Purchase
Agreement ”), a Registration Rights
Agreement dated April 11, 2007 (the “ RRA ”), a Pledge and Security
Agreement dated April 11, 2007 (the “ Pledge and Security Agreement ”), and other agreements and documents associated
therewith (collectively, the “ Transaction Documents ”);
WHEREAS, the Company desires to (i) conduct a 1 for
5 reverse stock split (the “ Reverse
Stock Split ”), if approved by
Company stockholders, (ii) undertake an underwritten public
offering of its common stock (the “ Offering ”); and use a portion
of the proceeds of the Offering to redeem the Debentures, in full,
prior to the registration of all the Registrable Securities (as
defined in the RRA) (the “ Redemption ”); and
WHEREAS, pursuant to the Transaction Documents, the
Reverse Stock Split and the Redemption require notice to, or the
consent of, the Buyers.
NOW THEREFORE, in consideration of the covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and suffi
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