Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

EXECUTION VERSION. The undersigned understands that the Company Parties and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company Parties and the Underwriters. If the foregoing is in accordance with your understanding Designated Representative grants any discretionary waiver, release or termination of any of the agreement between restrictions (each, a “Lock-Up Waiver”) applicable to any party subject to a lock-up agreement, other than the Company (each, a “Lock-Up Party”) then a substantively identical Lock-Up Waiver shall be deemed to apply to the undersigned’s Locked-Up Shares on a pro rata basis based on the portion of the Lock-Up Parties’ Locked-Up Shares that were granted the Lock-Up Waiver; provided that such pro rata waiver, release or termination shall be in the same manner and on the same terms (including with respect to any conditions or provisos that apply to such waiver or termination) from such restriction. Upon the earlier of (i) the Company notifying you in writing that it does not intend to proceed with the Public Offering, (ii) the withdrawal of the registration statement filed with the Commission with respect to the Public Offering, (iii) the termination of the Underwriting Agreement for any reason prior to the Closing Date (as defined in the Underwriting Agreement), and (iv) the occurrence of an IPO Cut-off Date (as defined in the Implementation Agreement, dated as of September 6, 2018, by and among the Company, MCE Cotai Investments Limited, Melco Resorts & Entertainment Limited and New Cotai, LLC), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Studio City International Holdings Limited (the “Company”) of ordinary shares $ par value, of the Company and the Placement Agentslock-up letter dated , kindly indicate 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your acceptance request for a [waiver] [release] dated , 20 , with respect to Class A ordinary shares (the “Shares”). [•] hereby agrees to [waive] [release] the transfer restrictions set forth in the space provided for Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that purpose belowsuch [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Very truly yours, [•] Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto By: Name: Title: Bycc: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of DirectorsCompany Studio City International Holdings Limited [Date] Studio City International Holdings Limited (the “Company”) announced today that Deutsche Bank Securities Inc., Officers for Lock-Up Letter Exhibit A: Credit Suisse Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R(USA) LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc, the underwriters in the Company’s public sale of American Depositary Shares representing Class A ordinary shares is [waiving][releasing] a lock-up restriction with respect to ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on , 20 , and the shares may be sold on or after such date. The undersigned, [INSERT NAME], [INSERT POSITION] of Studio City International Holdings Limited, a Cayman Islands corporation (the “Company”), does hereby certify pursuant to Section 7(k) of that certain Underwriting Agreement dated October 17, 2018 (the “Underwriting Agreement”) among the Company, MSC Cotai Limited (together with the Company, the “Company Parties”) and Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and ▇▇ · L▇▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________& Co. International plc, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent representatives of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”)several underwriters named therein, the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.:

EXECUTION VERSION. If The Overhead Assumed Contracts, the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇San ▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · LAssumed Contracts, the Colstrip Assumed Contracts and, if applicable, the Non-Core Mine Assumed Contracts (as defined below) are referred to herein collectively as the “Assumed Contracts”. Purchaser shall have the right to amend the Assumed Contracts Schedules at any time prior to the date that is ten (10) business days prior to the Closing, except to the extent an earlier date for the finalization of the Assumed Contracts Schedules is required by the Bankruptcy Court, in order to remove an Assumed Contract from, or add any contract or other written obligation to, such Assumed Contracts Schedules. Purchaser shall not assume or have any liability with respect to any contract of a Non-Acquired Entity other than the Assumed Contracts (any such contract, an “Excluded Contract”). For the avoidance of doubt, all collective bargaining agreements (“CBAs”) to which a Non-Acquired Entity is bound or a party shall be Excluded Contracts, other than CBAs of the San ▇▇▇▇ ▇▇▇▇▇▇▇ · Dand the Colstrip Seller in respect of the mine complexes comprising the San ▇▇▇▇ Business and Colstrip Business (and any Seller in respect of the Non-Core Mines (as defined below) included in the Transferred Non-Core Assets, if applicable), each of which will be an Assumed Contract subject to certain modifications being made to such CBAs prior to Closing pursuant to the 1113/1114 Order in form acceptable to Purchaser. Purchaser shall, on or prior to the Closing or at such later date when disputed Cure Costs are determined by the Bankruptcy Court, pay in full in cash all Cure Costs; provided that in the event a counterparty to an Assumed Contract is successful in any challenge in the Chapter 11 Cases to the Cure Costs in respect of such Assumed Contract, Purchaser may remove such Assumed Contract from the Assumed Contracts Schedules as contemplated above. Excluded Assets The Transferred Assets shall not include the following, among other assets which may be identified by Purchaser in due diligence and prior to the execution of Definitive Agreements (as defined below) (which may include, for the avoidance of doubt, any portion of the Business to the extent Purchaser determines following the date of the RSA and prior to the execution of Definitive Agreements not to acquire any of the Canada Business, Colstrip Business or San ▇▇▇▇ Business): (i) all assets of the Non-Acquired Entities that are not Transferred Assets; (ii) contracts, leases and other obligations of the Non-Acquired Entities that are not Assumed Contracts and (iii) equity securities of, or ownership in, the direct or indirect subsidiaries of the Company (including the Company’s direct and indirect equity interests in WMLP) other than the Acquired Entities (collectively, the “Excluded Assets”). Assumed Liabilities / Excluded Liabilities “Assumed Liabilities” shall include only the following liabilities: (i) reclamation and similar obligations arising under applicable environmental or mining safety laws or requirements of the San ▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · Jand the Colstrip Seller in respect of the mine complexes comprising the San ▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________Business and Colstrip Business included in the Core Assets; (ii) all liabilities arising under the Assumed Contracts to the extent arising exclusively after the Closing Date and not on account of a breach occurring prior to the Closing; provided that the cure amounts owing under the Assumed Contracts pursuant to section 365(b) shall be an Assumed Liability (such cure amounts, 2015 Northland Securitiesthe “Cure Costs”); and (iii) the Non-Core Liabilities (as defined below), Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ if applicable. The parties acknowledge and agree that Purchaser’s acquisition of the equity of ▇▇▇▇▇▇▇▇▇▇▇▇ Canada or WCHI, ▇▇ ▇▇▇▇▇ Dear Ladies as the case may be (and Gentlemen: As an inducement to Northland Securities, Inc.as a result, the placement agent indirect acquisition of its subsidiaries) will be subject to all existing liabilities of such Acquired Entities (but such liabilities shall not be affirmatively assumed by Purchaser from such Acquired Entities). Liens senior to the “Placement Agent”) to execute a placement agency agreement (liens under the “Placement Agency Agreement”) Prepetition Bridge Loan, including for the avoidance of doubt, those granted pursuant to which the Placement Agent agrees DIP Credit Agreement shall be assumed by Purchaser in connection with the Closing and shall continue in force until the obligations thereunder have been satisfied in full in accordance with the terms of the DIP Credit Agreement. All pre-petition and post-petition liabilities of the Non-Acquired Entities, other than Assumed Liabilities, shall be “Excluded Liabilities”, including without limitation: • All claims or liabilities or other obligations (whether arising before, on or after the Closing Date) with respect to act as the Placement Agent for employees of the offering and sale Non-Acquired Entities or former employees, or both (the “Offering”or their respective representatives) of common the Non-Acquired Entities or any predecessor of any Non-Acquired Entity (including any Employee of Purchaser (as defined below)) based on any action or inaction occurring prior to or on the Closing Date, including payroll, vacation, sick leave, unemployment benefits, retirement benefits, pension benefits, employee stock option, equity compensation, employee stock purchase, or profit sharing plans, health care and other welfare plans or benefits (the “Common Stock”including COBRA), or any other securities employee plans or arrangements or benefits or other compensation of EnerJex Resourcesany kind to any employee, Inc. and obligations of any kind including any liability pursuant to the WARN Act; • Any liability (whether arising before, on, or after the Closing Date) with respect to any employee of the Non-Acquired Entities or former employee of the Non-Acquired Entities who does not become an Employee of Purchaser, and any successor liability arising before the Closing with respect to any Employees of Purchaser. All employees of the Company and its subsidiaries relating to the San ▇▇▇▇ Business, the Colstrip Business, the Overhead Function and the Non-Core Mines included in the Transferred Non-Core Assets, if applicable, who are hired by Purchaser as contemplated below shall be referred to herein as “Employees of Purchaser”; • Except to the extent the basis for which first arises following the Plan Effective Date on account of employment activities of Employees of Purchaser at the mine complexes included in the Transferred Assets following the Plan Effective Date, all liabilities and workers’ compensation liabilities arising under the Black Lung Benefits Act (“Black Lung Act”) or the Federal Coal Mine Health and Safety Act of 1969 (“Coal Act”), including with respect to Employees of Purchaser and current and former employees of the Non-Acquired Entities who worked or who were employed at the mining complexes comprising the Transferred Assets, including, but not limited to, any such Black Lung Act and Coal Act liabilities and workers’ compensation liabilities of the Non-Acquired Entities or any of their respective predecessors; • All pre-petition trade payables that are not Cure Costs; • All liabilities and obligations in respect of the retained businesses of the Non-Acquired Entities, including, without limitation, the mine complexes of the Non-Acquired Entities other than the mine complexes comprising the Transferred Assets; • Any liability or other obligations arising under, relating to or with respect to any employee benefit plan, policy, program, agreement or arrangement at any time maintained, sponsored or contributed to by merger the Non-Acquired Entities or otherwise) thereto any trade or business that together with the Non-Acquired Entities is treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended (the “CompanyCode”) or for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA Affiliate”), or with respect to which a Non-Acquired Entity or any ERISA Affiliate has any liability, including with respect to any post-retirement welfare benefits, single-employer pension plan, or underfunded pension liability of any employee benefit plan, the undersigned hereby agrees Pension Benefit Guaranty Corporation, the Internal Revenue Service or Department of Labor or otherwise, including without limitation any liability or other obligations under any employment, collective bargaining agreement or arrangement, severance, retention or termination agreement or arrangement with any employee, consultant or contractor (or its representatives) of the Non-Acquired Entities; • Any liability or other obligations arising under, relating to or with respect to any multi-employer pension plan (including any withdrawal liability) that withoutthe Non-Acquired Entities contribute to or have or had any obligation to contribute to; • Any liability or other obligations arising under, relating to or with respect to any multi-employer plan or multi-employer pension plan of the Non-Acquired Entities and their ERISA Affiliates, including, but not limited to withdrawal liability; • Any monetary fines or penalties arising from or relating to acts or omissions occurring prior to the Plan Effective Date under environmental laws; and • All other liabilities and obligations (whether arising before, on or after the Closing Date) of a Non-Acquired Entity of any kind or nature. Non-Core Assets Purchaser acknowledges that the Company will market separately all or substantially all of the assets of the Non-Acquired Entities (other than the Core Assets) used in the business and operations of each of the Company’s mine complexes identified on Schedule A hereto (each such mine, a “Non-Core Mine”, and all such assets of a Non-Core Mine, including all contracts, supply agreements, joint venture agreements, operating and joint operating agreements, leases, and other written obligations of the applicable Non-Acquired Entity relating to such Non-Core Mine, as identified in the applicable proposed purchase agreement in respect of such Non-Core Mine, the “Non-Core Mine Assumed Contracts”, and collectively, the “Non-Core Mine Assets”), for sale to third parties pursuant to the Non-Core Asset Sale Process Motion. The parties further acknowledge that upon the conclusion of the sale process for each Non-Core Mine pursuant to the Non-Core Asset Sale Process Motion, to the extent a third party has not agreed to acquire a Non-Core Mine under Section 363 of the Bankruptcy Code, the Sellers shall transfer such Non-Core Mine and the Non-Core Mine Assets related thereto under the Purchase and Sale Agreement at the Closing to either Purchaser or an affiliate thereof designated by Purchaser (such Non-Core Assets, the “Transferred Non-Core Assets”, and, together with the Core Assets, collectively, the “Transferred Assets”). All liabilities of the Sellers in respect of such Non-Core Mine and Transferred Non-Core Assets shall continue to be deemed Excluded Liabilities except that Purchaser or such affiliate thereof shall assume (i) reclamation and similar obligations arising under applicable environmental or mining safety laws or requirements of the applicable Seller in respect of the mine complexes included in the Transferred Non-Core Assets and (ii) all liabilities arising under the applicable Non-Core Mine Assumed Contracts included in the Transferred Non-Core Assets to the extent arising exclusively after the Closing Date and not on account of a breach occurring prior to the Closing (collectively, the “Non-Core Liabilities”). The Company will have the right to disqualify any bid submitted for the Core Assets that does not also agree to purchase the Non-Core Mine Assets and assume the Non-Core Liabilities, including reclamation and similar obligations arising under applicable environmental or mining safety laws or requirements related to the Non-Core Mines, unless there is an agreement with such bidder or the Required Consenting Stakeholders regarding the funding of such liabilities. Funded Liabilities Notwithstanding anything to the contrary contained herein, (a) any claims related to the Transferred Assets asserted as of the applicable bar date for such claim and (b) any administrative expense tax liability under the Bankruptcy Code the amount of which is estimated (but subject to later finalization) as of the Plan Effective Date but may be asserted after the Plan Effective Date, in each case, where the prior written consent assumption or payment of the Placement Agent during allowed amount of each such claim is required under Section 1129(a)(9) of the period specified Bankruptcy Code in order to receive entry of the second succeeding paragraph Confirmation Order (collectively, the “Lock-Up PeriodFunded Liabilities”)) shall, at the undersigned will not: option of Purchaser, either (1i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option be assumed by Purchaser or contract to purchase, purchase any option an affiliate thereof as designated by Purchaser and become Assumed Liabilities or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed ii) continue to be beneficially owned treated as Excluded Liabilities except that the WCC Cash Threshold shall be adjusted such that additional cash is retained by the undersigned in accordance with Company at Closing to satisfy the rules and regulations amount of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (Funded Liabilities; provided that in no event shall the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any amount of the economic consequences Funded Liabilities be in excess of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is an amount to be settled mutually agreed by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) parties prior to the expiration Confirmation Hearing. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, Purchaser and its affiliates shall have no obligation to assume or otherwise pay for unsecured claims, obligations or liabilities of the initial LockNon-Up PeriodAcquired Entities, including liabilities arising under retiree medical benefit plans, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, Black Lung Act or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expiredCoal Act.

EXECUTION VERSION. If (vii) In no event, however, shall Bank pay any commission or compensation of any kind to Company on any iPower Cards with iAdvance issued by Bank to Employees. (viii) All other revenues generated by the foregoing is in accordance iPower Card with your understanding of the agreement between the Company iAdvance Program and the Placement Agents, kindly indicate your acceptance in iAdvance Credit Product Program will belong to Bank. (b) iPower Card with iAdvance Program Exclusivity. During the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ period beginning [See Attached*] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent ending on [*] (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up iPower Card with iAdvance Exclusivity Period”), the undersigned Bank will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, not directly or indirectlyindirectly provide or offer a non-personalized or personalized, any shares of Common Stock or any securities convertible intoprepaid, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance reloadable debit card program with the rules and regulations iAdvance Credit Product to any Person that is primarily in the business of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option providing or warrant) offering income tax return preparation services to its customers, whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole exclusively or in partconnection with any other products or services, any for the purpose of making such cards available to other Persons as for the economic consequences receipt of ownership (i) payroll deposits and certain other disbursements, and (ii) the proceeds of products the Undersigned’s Securities, whether any such transaction described in clause (1) same as or (2) above is substantially similar to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention iAdvance Credit Product. Without regard to do any of the foregoing, Bank may offer Tax Credit Products to other Persons. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) iPower Card with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up iAdvance Exclusivity Period will be extended for additional terms of one Term Year as follows: (i) If a [*] of [*] Personalized Cardholders have used their Cards for the [*] of [*] during the course of the iPower Card with iAdvance Exclusivity Period, the iPower Card with iAdvance Exclusivity Period shall be extended for [*], from [*] until [*]. (ii) If a [*] Personalized Cardholders have used their Cards for the [*], the iPower Card with iAdvance Exclusivity Period shall be extended until the expiration [*] of the 18-day period beginning on [*] of this [*]. If the date of release of such earnings results or material newsperformance target for a particular Term Year has not been met, or Bank shall not be obligated to extend the occurrence of such material eventiPower Card with iAdvance Exclusivity Period, as applicable, unless even if Company satisfies the Placement Agent, waives, performance target in writing, such extensiona subsequent Term Year. The undersigned hereby acknowledges that Notwithstanding the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received byforegoing, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to iPower Card with iAdvance Exclusivity Period shall not extend beyond the terms of this Agreement during the period from the termination date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expiredAgreement.

EXECUTION VERSION. Date. If and to the foregoing is in accordance with your understanding extent the Loan Parties shall have executed and delivered to the Lender the Security before any particular Referenced Payment Date, no Delayed Security Fee shall be due and payable on such Referenced Payment Date or any subsequent Referenced Payment Date. Notwithstanding the foregoing, and for greater certainty, the registration of Security shall be the sole responsibility of the agreement between the Company Lender and the Placement AgentsDelayed Security Fee shall cease to accrue and be payable on date on which the Security has been executed and delivered by the Loan Parties to the Lender free of any escrow or other conditions, kindly indicate your acceptance together with any other documents or instruments required to be executed by the applicable Loan Party in connection with the space provided for that purpose below. Very truly yoursregistration of the Security (as identified by the Lender prior to the execution and delivery of the relevant Security by the applicable Loan Party), By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List irrespective of Directorswhether such Security has been registered or otherwise perfected by the Lender.The Guarantees will guarantee the payment of and the Security will secure the payment and performance of the Obligations.Having regard to the size, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form nature and complexity of Lock-Up Letter Exhibit C: Form the assets of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc.the Guarantors, the placement agent Security will afford the Borrower and the Guarantors a redemption period of 75 days following occurrence of an Event of Default and notice by the Lender to the Borrower of the Lender’s intention to exercise its enforcement rights thereunder (the “Placement AgentForbearance Period”) ), during which Forbearance Period the Lender will not sell, assign or transfer to execute a placement agency agreement any person any interest in the collateral that is subject to the Security (the “Placement Agency AgreementCollateral”) pursuant or foreclose on the Collateral. In consideration of the forbearance by the Lender on its remedies during the Forbearance Period, (i) the Borrower shall pay to which the Placement Agent agrees Lender a forbearance fee equal to act as 1% of the Placement Agent for principal amount of the offering and sale Loan outstanding on the applicable payment date therefor (the “OfferingForbearance Fee”) for every 25 days in which the Lender forbears on the exercise of common stock (its remedies, up to a maximum of 3% of the “Common Stock”), or any other securities outstanding principal amount of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that withoutLoan, in each casecase determined on the applicable payment date, and (ii) the Borrower agrees that it will not, and it will not authorize, suffer or permit any Guarantor to, sell, assign or transfer any material asset of such Guarantor otherwise than in the ordinary course of business of such Guarantor during the Forbearance Period without the prior written consent of the Placement Agent during Lender unless (i) the period specified in net proceeds of such sale are used solely to repay the second succeeding paragraph Obligations then due, and (ii) such net proceeds are not less than the “Lock-Up Period”)fair market value of the assets to sold, the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option assigned or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may transferred. The Forbearance Fee shall be deemed to be beneficially owned by the undersigned in accordance with the rules fully earned and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence payable on the date of this Agreement 25th, 50th and continue and include 75th days commencing from the date 90 days after on which the date of Lender is legally able to enforce the Placement Agency Agreementremedies for which it is granting its forbearance, to which you are or expect to become parties; provided, however, that if (1) during being the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last first day of the initial Lock-Up Forbearance Period.For greater certainty, then in each case notwithstanding the initial Lock-Up Period foregoing agreement to forbear from enforcing its right to foreclose on or cause a sale of the Collateral, the Lender will be extended until entitled to accelerate the expiration Obligations, demand payment under the Guarantees, declare all the Obligations and all amounts under the Guarantees to be due and payable and to file a claim as a secured creditor in any proceeding commenced in respect of the 18-day period beginning on the date Borrower or any of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extensionits subsidiaries under any applicable Insolvency Legislation. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.​

EXECUTION VERSION. If The Guarantees will guarantee the foregoing is in accordance with your understanding payment of and the Security will secure the payment and performance of the agreement between Obligations. Having regard to the Company size, nature and complexity of the assets of the Guarantors, the Security will afford the Borrower and the Placement AgentsGuarantors a redemption period of 75 days following occurrence of an Event of Default and notice by the Lender to the Borrower of the Lender's intention to exercise its enforcement rights thereunder (the "Forbearance Period"), kindly indicate your acceptance during which Forbearance Period the Lender will not sell, assign or transfer to any person any interest in the space provided for collateral that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement is subject to Northland Securities, Inc., the placement agent Security (the “Placement Agent”"Collateral") or foreclose on the Collateral. In consideration of the forbearance by the Lender on its remedies during the Forbearance Period, (i) the Borrower shall pay to execute the Lender a placement agency agreement forbearance fee equal to 1% of the principal amount of the Loan outstanding on the applicable payment date therefor (the “Placement Agency Agreement”"Forbearance Fee") pursuant to for every 25 days in which the Placement Agent agrees Lender forbears on the exercise of its remedies, up to act as a maximum of 3% of the Placement Agent for outstanding principal amount of the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that withoutLoan, in each casecase determined on the applicable payment date, and (ii) the Borrower agrees that it will not, and it will not authorize, suffer or permit any Guarantor to, sell, assign or transfer any material asset of such Guarantor otherwise than in the ordinary course of business of such Guarantor during the Forbearance Period without the prior written consent of the Placement Agent during Lender unless (i) the period specified in net proceeds of such sale are used solely to repay the second succeeding paragraph Obligations then due, and (ii) such net proceeds are not less than the “Lock-Up Period”)fair market value of the assets to sold, the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option assigned or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may transferred. The Forbearance Fee shall be deemed to be beneficially owned by the undersigned in accordance with the rules fully earned and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence payable on the date of this Agreement 25th, 50th and continue and include 75th days commencing from the date 90 days after on which the date of Lender is legally able to enforce the Placement Agency Agreementremedies for which it is granting its forbearance, to which you are or expect to become parties; provided, however, that if (1) during being the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last first day of the initial Lock-Up Forbearance Period. For greater certainty, then in each case notwithstanding the initial Lock-Up Period foregoing agreement to forbear from enforcing its right to foreclose on or cause a sale of the Collateral, the Lender will be extended until entitled to accelerate the expiration Obligations, demand payment under the Guarantees, declare all the Obligations and all amounts under the Guarantees to be due and payable and to file a claim as a secured creditor in any proceeding commenced in respect of the 18-day period beginning on the date Borrower or any of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of its subsidiaries under any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expiredapplicable Insolvency Legislation.

EXECUTION VERSION. If Any amounts remaining in the foregoing is applicable Reserves after the final satisfaction of the Claims subject thereto, shall be released to the Wind Down Entity and constitute Post-Effective Date Assets. Upon the conclusion of the liquidation of the Post-Effective Date Assets and the dissolution of the Wind Down Entity, the Wind Down Entity shall distribute any remaining proceeds from the sale of the Post-Effective Date Assets and any remaining Wind Down Funding Amount (a) first, to satisfy the remaining amount of the Lender Wind Down Claim, if any, and (b) then, to the holders of the Wind Down Entity Interests in accordance with your understanding their respective interests—subject to the priorities otherwise set forth herein if the Class of HERO Common Stock votes to accept the agreement between Plan, if applicable. Severance and Incentive Plan: The Plan shall provide that upon the Company and the Placement AgentsEffective Date, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List each of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇, ▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Son ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ Dear Ladies (each an “Executive”) will waive his rights and Gentlemenentitlement under his existing employment agreement other than for any unpaid base salary, unpaid benefits and unpaid expense reimbursements due thereunder, and in lieu thereof will be entitled to the following payments, subject to such Executive having continued his employment with the Debtors until the Effective Date, or such Executive having been terminated without Cause (as defined in such Executive’s employment agreement) prior to the Effective Date: As (i) on the Effective Date, payment of an inducement amount equal to Northland Securitiesone times his current annual base salary; (ii) upon the later of (x) the Effective Date, Inc.(y) December 31, 2016 or (z) entry into a definitive agreement for the placement agent sale of the Hercules Triumph or the Hercules Resilience (the “Placement AgentSecond Payment Trigger Date”) to execute a placement agency agreement ), payment of an amount of such Executive’s annual bonus in respect of 2015 that was paid in 2016 (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s SecuritiesBonus Amount”); (2iii) enter into so long as an Executive is employed by the Wind Down Entity after the Effective Date, for any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees period that the foregoing restrictions preclude Executive is so employed during the undersigned period from engaging in the Effective Date through December 31, 2016, such Executive shall be compensated for his continued employment at a rate of 150% of his current base salary (with 125% of his current base salary paid current and 25% deferred until the Second Payment Trigger Date (the “Deferral Compensation”)) and for any hedging or other transaction which is designed period of employment from and after December 31, 2016 on such terms as may be agreed to or which reasonably could be expected to lead to or result in a sale or disposition of by the Undersigned’s Securities even if such Securities would be disposed of by someone other than Wind Down Entity and the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right Executive; and (including without limitation any put or call optioniv) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date Effective Date, payment of this Agreement and continue and include the date 90 days after the date an amount equal to $24,000 per Executive, representing an amount equal to one times his current annual cost of the Placement Agency Agreement, to which you are or expect to become partiesbenefits; provided, however, that if the amounts paid pursuant to the foregoing clauses (1i) during and (ii) shall in no event exceed $3.6 million in the last 17 days aggregate. For the avoidance of doubt, in the event an Executive resigns without “Executive Cause” (which shall mean the failure of the initial Lock-Up PeriodWind Down Entity to pay such EXECUTION VERSION Executive his compensation when due in accordance with the terms hereof or if the Executive is asked to perform any services that are immoral, the Company releases earnings results illegal or material news or a material event relating to the Company occurs or (2unethical) prior to the expiration Effective Date or is terminated for Cause prior to the Effective Date, the Executive shall forfeit his rights to the payments contemplated hereby and, in the event an Executive resigns without Executive Cause or is terminated for Cause prior to the Second Payment Trigger Date, the Executive shall forfeit his rights to the Bonus Amount and the Deferral Compensation, but shall retain his rights to assert claims under his existing employment agreement, subject to, among other things, the provisions of Bankruptcy Code section 502(b)(7). Any employment contract or similar benefits contract between any executive, contractor or other employee that is not an Executive and any Debtor shall be rejected immediately prior to the Effective Date of the initial Lock-Up PeriodPlan unless otherwise agreed among such executive, contractor or other employee and the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then Requisite Consenting Lenders. Executory Contracts and Unexpired Leases: Executory contracts and unexpired leases shall be treated in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice a manner reasonably acceptable to the undersigned of any event that would result in an extension of Debtors and the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expiredRequisite Consenting Lenders.

EXECUTION VERSION. If In the foregoing is in accordance with your understanding of the agreement between event that Employee's employment terminates pursuant to this Section 5(d), then the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement shall pay to Northland Securities, Inc., the placement agent Employee within sixty (the “Placement Agent”60) to execute a placement agency agreement (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreementtermination, an amount equal to: (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i), above, and any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii), above, in each case to which you are or expect to become parties; provided, however, that if (1) during the last 17 days Employee was entitled as of the initial Lock-Up Perioddate of termination; (ii) any amount due to Employee as of the date of termination as reimbursement of expenses under Section 3(e), above; (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the Company releases earnings results or material news or date of termination; (iv) a material event relating lump sum amount equal to the Company occurs or two (2) prior to times the expiration sum of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day (A) one year of the initial Lock-Up Period, then Base Salary in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning effect on the date of release the termination of Employee’s employment plus (B) the Target Incentive Bonus (as if the applicable performance criteria have been met irrespective of whether or not that is the case) in effect for the Year of termination; and (v) a lump sum amount equal to the maximum monthly premium the Family would be required to pay pursuant to COBRA in order to avail them of continuation of medical and dental coverage in effect immediately prior to termination (assuming all were eligible for such earnings results continuation) multiplied by twenty four (24). For avoidance of doubt it is understood that the amount described in clause (v) of the immediately preceding sentence shall be due regardless of whether the Family elects COBRA coverage, procures other medical and dental coverage or material newselects to have no such coverage. Furthermore, or Employee shall be entitled to an amount equal to the occurrence Termination Incentive Bonus (as defined below) payable within sixty (60) days following the end of such material eventthe Year in which the termination occurred. In addition to Employee’s rights under any applicable equity award agreements, Employee shall also be entitled to immediate vesting of any unvested equity awards granted to Employee by SLL, except as provided in Section 3(f) with respect to Performance Awards and in addition to Employee’s rights under any applicable share option agreements, any share options held by Employee at the time of termination which were granted to Employee by SLL, shall remain exercisable until the earlier of two (2) years following Employee's date of termination and, if applicable, unless the Placement Agent, waives, in writing, date (or dates) any such extension. The undersigned hereby acknowledges that the Company will be requested to agree options would otherwise expire in the Placement Agency Agreement to provide written notice to the undersigned absence of any event that would result in an extension Employee's termination. For purposes of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received bythis Agreement, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.term “

EXECUTION VERSION. If the foregoing is in accordance with your understanding An additional portion of the Restricted Stock shall also vest equal to 25% of the total shares, as described in Section 8(d)(v)(A) of the Employment Agreement, with respect to termination of Participant by the Company without “Cause” or termination by Participant for “Good Reason,” in each case as defined under the Employment Agreement; and 100% of the Restricted Stock shall also vest subject to the terms of Sections 3(c)(i) and 3(c)(iii) of the change in control and severance agreement between the Company and the Placement AgentsParticipant dated June 26, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent 2017 (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency CIC Severance Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any termination of Participant during a “Change in Control Period,” as defined in the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such SecuritiesCIC Severance Agreement. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that Restricted Stock is subject to the terms and conditions in this Award Agreement and the Plan. The Restricted Stock and the shares acquired pursuant to vesting of the Restricted Stock are subject to the Company’s Incentive Compensation Recoupment Policy and the clawback terms provided in Section 26 of the Employment Agreement. Without limiting the generality of the foregoing, any shares acquired pursuant to vesting of the Restricted Stock shall be subject to clawback by the Company as a result of any act or omission that involves the Executive’s fraud or any act or omission of the Executive that constitutes “Cause,” as defined in the Employment Agreement. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement during in their entirety, has had an opportunity to obtain the period from the date advice of counsel prior to executing this Award Agreement to and including the 34th day following the expiration fully understands all provisions of the initial Lock-Up PeriodPlan and Award Agreement. Participant hereby agrees to accept as binding, it will give notice thereof conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Company Plan and will Award Agreement. Participant agrees and certifies that Participant has not consummate such transaction or take been previously employed in any such action unless it has received written confirmation from capacity by the Company or a Subsidiary, or if previously employed, has had a bona-fide period of non-employment, and that the Lock-Up Period (as may have been extended pursuant grant of the Restricted Stock is an inducement material to Participant’s agreement to enter into employment with the previous paragraph) has expiredCompany or Subsidiary. Participant further agrees to notify the Company upon any change in the residence address indicated below.

EXECUTION VERSION. If Sale This Term Sheet describes a proposed sale by Sellers of all of their right, title, and interest in, to, and under the foregoing is in accordance with your understanding Transferred Assets (as defined below) to Purchaser, free and clear of any and all pledges, options, charges, liabilities, liens, claims, encumbrances, or interests except the Assumed Liabilities (as defined below), and the assumption by Purchaser of the agreement between Assumed Liabilities, pursuant to Sections 105, 363 and 1123 of the Bankruptcy Code, which sale may be structured, in the determination of the First Lien Lenders as either (i) a sale of the Transferred Assets by the Sellers to Purchaser or (ii) a contribution of the Transferred Assets by the Sellers to Purchaser, followed by the distribution of the equity interests in Purchaser from the Company and or another direct or indirect subsidiary of the Placement Agents, kindly indicate your acceptance Company to the First Lien Lenders in satisfaction of their respective First Lien Claims as of the space provided for that purpose below. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · R▇▇▇▇▇ ▇▇▇▇▇▇ · D▇▇▇▇▇▇ ▇▇▇▇▇▇ · R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ · L▇▇▇▇ ▇▇▇▇▇▇▇ · D▇▇▇▇ ▇▇▇▇▇▇▇ · Atticus L▇▇▇ · J▇▇▇▇ ▇▇▇▇▇▇ [See Attached] ____________________, 2015 Northland Securities, Inc. 4▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc.Closing (collectively, the placement agent “Sale”). Sellers and Purchaser shall consummate the Sale (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency AgreementClosing”) pursuant to which the Placement Agent agrees Plan promptly after the conditions set forth in the Purchase and Sale Agreement have been satisfied or waived pursuant to act as the Placement Agent for the offering Purchase and sale Sale Agreement, it being understood that such date of Closing (the “OfferingClosing Date”) shall occur on the Plan Effective Date. Purchase Price The aggregate consideration for the Core Assets shall consist of common stock the following (collectively, the “Common StockPurchase Price”), or any other securities of EnerJex Resources, Inc. ): (i) pursuant to Sections 1123 and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent 1124 of the Placement Agent during Bankruptcy Code, a credit bid of certain debt owed by the period specified Company to the First Lien Lenders in an amount to be determined by the First Lien Lenders and reflected in the second succeeding paragraph Purchase and Sale Agreement in respect of their respective Prepetition First Lien Claims; (ii) assumption of the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock Assumed Liabilities (including without limitation, Common Stock which may be deemed all Cure Costs related to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantAssumed Contracts) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any each of the foregoing. The undersigned agrees that , as defined below); and (iii) the foregoing restrictions preclude payment of an amount in cash as may be necessary to satisfy Funded Liabilities (as defined below) at Closing to the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of extent the Undersigned’s Securities even if such Securities would be disposed of by someone Non-Acquired Entities (as defined below) other than WMLP (as defined below) do not have sufficient cash on hand after giving effect to the undersignedadjustment to the WCC Cash Threshold (as defined below) contemplated below in respect of Funded Liabilities. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant For the avoidance of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the Placement Agency Agreementdoubt, to which you the extent Transferred Non-Core Assets are or expect to become parties; providedincluded in the Sale as set forth below, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating there shall be no increase to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then Purchase Price in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release respect of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the LockTransferred Non-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expiredCore Assets.