RE: Waiver Letter ("Waiver Letter") regarding Credit Agreement dated July 3, 2008 (as amended, "Credit Agreement") between Texas Capital Bank, N.A., as a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in such capacity, the "A

Waiver Agreement

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ENERJEX RESOURCES, INC.

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Title: RE: Waiver Letter ("Waiver Letter") regarding Credit Agreement dated July 3, 2008 (as amended, "Credit Agreement") between Texas Capital Bank, N.A., as a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in such capacity, the "A
Date: 7/14/2009

TEXAS CAPITAL BANK, N.A.

One Riverway, Suite 2450

Houston, Texas 77056

July 14, 2009

Via Facsimile and Regular Mail

EnerJex Resources, Inc.,

EnerJex Kansas, Inc.

DD Energy, Inc.

27 Corporate Woods, Suite 350

10975 Grandview Drive

Overland Park, Kansas 66210

Attention: Steve Cochennet

RE:

Waiver Letter (“ Waiver Letter ”) regarding Credit Agreement dated July 3, 2008 (as amended, “ Credit Agreement ”) between Texas Capital Bank, N.A., as a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in such capacity, the “ Administrative Agent ”), the financial institutions from time to time parties thereto, and EnerJex Resources, Inc., EnerJex Kansas, Inc. and DD Energy, Inc. (collectively, “ Borrowers ”) (collectively, the “ Parties ”)

Dear Mr. Cochennet:

Borrowers have requested that the Administrative Agent and the Lenders waive certain covenants under the Credit Agreement. This Waiver Letter evidences Administrative Agent’s and the Lenders’ agreement to waive any Default or Event of Default that may have occurred in relation to Borrowers’ non-comp

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