UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ENERJEX RESOURCES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AGEAGLE AERIAL SYSTEMS INC.

4040 Broadway,

8201 E. 34^th Cir North, Suite 508
San Antonio, TX 78209

Wichita, Kansas 67226

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ToSHAREHOLDERS

to be held on Monday, April 20, 2015June 17, 2024

Dear EnerJex Stockholders:

You are cordially invited to attendTO THE SHAREHOLDERS OF AGEAGLE AERIAL SYSTEMS INC.:

The Annual Meeting of the annual meetingshareholders (the “Annual Meeting”) of stockholders of EnerJex Resources,AgEagle Aerial Systems Inc., a Nevada corporation (“EnerJex”(the “Company”), towill be held on Monday, April 20, 2015June 17, 2024, at 9:1:00 a.m.p.m., localCentral time, at The Embassy Suites by Hilton, 2401 Bass Pro Drive, Grapevine, TX 76051, for the officesfollowing purposes:

(1) To elect five directors (the “Election of Directors Proposal”);

(2) To approve, on an advisory basis, the compensation of our named executive officers (the “‘say-on-pay’ Proposal”);

(3) To ratify the appointment of WithumSmith+Brown, PC, as the Company’s independent accountants for the fiscal year ending December 31, 2024 (the “Ratification of Accountants Proposal”);

(4) To approve the issuance of shares of our common stock, par value $0.001 per share (the “Common Stock”), representing more than 20% of our Common Stock outstanding upon the conversion of the Company locatedConvertible Note issued to Alpha Capital Anstalt (“Alpha”) on February 8, 2024, which is initially convertible into up to 2,608,128 shares of Common Stock (“Convertible Note”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Stock Issuance Proposal”); and

(5) To transact any other business as may properly be presented at 4040 Broadway, Suite 508, San Antonio, Texas 78209. At the annual meeting, you will be asked to consider and vote onAnnual Meeting or any adjournment thereof. (the “Adjournment Proposal”).

Shareholders of record of the following proposals;

EnerJex’s board of directors has fixedCompany’s Common Stock at the close of business on April 1, 2015 as the record date for the purpose of determining the stockholders who23, 2024 are entitled to receive notice of, and to vote at, the annual meetingAnnual Meeting or any adjournment or postponement thereof. A list

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of suchmatters to be considered at the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials primarily over the Internet. We believe that it will expedite shareholders’ receipt of proxy materials, lower costs and reduce the environmental impact of distributing proxy materials for our Annual Meeting. It is anticipated that on or about April 29, 2024, we will commence mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including our 2024 Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), over the Internet. The Notice also includes instructions on how you can receive a paper copy of the proxy materials by mail. If you receive your annual meeting materials by mail, the Notice, the 2024 Proxy Statement, the 2023 Annual Report and proxy card will be available for examination by a stockholder for any purpose germaneenclosed. If you receive your proxy materials via e-mail, the e-mail will contain voting instructions and links to the meeting during normal business hours2023 Annual Report and 2024 Proxy Statement on the Internet, both of which are available at EnerJex’s Executive offices at 4040 Broadway, Suite 508, San Antonio, Texas 78209 for 10 days priorwww.proxyvote.com.

All shareholders are cordially invited to attend the annual meeting.

Your vote is important to us and our business.

Annual Meeting. Whether or not you expectplan to participate in this year’s Annual Meeting, your vote is very important and we encourage you to vote promptly. After reading this Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the proxy card or voting instruction card or vote by telephone or by Internet. If you attend the annual meeting in person, EnerJex urgesAnnual Meeting, you will have the right to pleaserevoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

AGEAGLE AERIAL SYSTEMS INC.

8201 E. 34^th Cir North

Suite 1307

Wichita, Kansas 67226

PROXY STATEMENT

for

Annual Meeting of Shareholders

to be held June 17, 2024

PROXY SOLICITATION

The Company is soliciting proxies on behalf of the Board of Directors in connection with the Annual Meeting of the shareholders (the “Annual Meeting”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”), will be held on June 17, 2024, at your earliest convenience. This will ensure1:00 p.m., Central time, at The Embassy Suites by Hilton, 2401 Bass Pro Drive, Grapevine, TX 76051, for the presencefollowing purposes:

(1) To elect five directors (the “Election of a quorumDirectors Proposal”);

(2) To approve, on an advisory basis, the compensation of our named executive officers (the “‘say-on-pay’ Proposal”);

(3) To ratify the appointment of WithumSmith+Brown, PC, as the Company’s independent accountants for the fiscal year ending December 31, 2024 (the “Ratification of Accountants Proposal”);

(4) To approve the issuance of shares of our common stock, par value $0.001 per share (the “Common Stock”), representing more than 20% of our Common Stock outstanding upon the conversion of the Convertible Note issued to Alpha Capital Anstalt (“Alpha”) on February 8, 2024, which is initially convertible into up to 2,608,128 shares of Common Stock (the “Convertible Note”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii (the “Stock Issuance Proposal”); and

(5) To transact any other business as may properly be presented at the meeting. Promptly voting your shares by signing, datingAnnual Meeting or any adjournment thereof.

The Board of Directors set April 23, 2024 as the record date (the “Record Date”) to determine those holders of common stock, par value $0.001 per share, of the Company (the “Common Stock”), who are entitled to notice of, and to vote at, the Annual Meeting. A list of the Shareholders entitled to vote at the meeting may be examined at the Company’s office at 8201 E. 34^th Cir N, Suite 1307, Wichita, Kansas 67226 during the 10-day period preceding the Annual Meeting.

It is anticipated that on or about April 29, 2024, the Company shall commence mailing to all stockholders of record, as of the Record Date, a Notice of Availability of Proxy Materials (the “Notice”). Please carefully review the Notice for information on how to access the Notice of Annual Meeting, Proxy Statement, proxy card and 2023 Annual Report on www.proxyvote.com, in addition to instructions on how you may request to receive a paper or email copy of these documents. There is no charge to you for requesting a paper copy of these documents.

IMPORTANT: Please mark, date and sign the enclosed proxy will save EnerJexcard and promptly return it in the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from votingaccompanying postage-paid envelope or vote by telephone or by Internet to assure that your shares are represented at the meeting if you desire to do so, as your proxy is revocable at your option.meeting.

By Order of the board of directors

Robert G. Watson, Jr.
Secretary
San Antonio, Texas
April 7, 2015

4040 Broadway, Suite 508
San Antonio, Texas 78209

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY STATEMENT
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
April 20, 2015

This statement TO BE HELD ON JUNE 17, 2024: Our 2024 Proxy Statement is furnishedenclosed. Financial and other information concerning AgEagle Aerial Systems Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2023 (“2023 Annual Report”). A complete set of proxy materials relating to our 2024 Annual Meeting, consisting of the Notice of 2024 Annual Meeting of Stockholders, the 2024 Proxy Statement, proxy card and the 2023 Annual Report, is available on the Internet and may be viewed at www.proxyvote.com.

GENERAL INFORMATION ABOUT VOTING

Proxy Materials

Why am I receiving these materials?

The Board of Directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at the Company’s 2024 Annual meeting of Shareholders (the “Annual Meeting”), which will take place on June 17, 2024 at 1:00 p.m. Central time at The Embassy Suites by Hilton, 2401 Bass Pro Drive, Grapevine, TX 76051.

As a Shareholder, you are invited to participate in the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement (the “Proxy Statement”). This Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

What is included in these materials?

The proxy materials include:

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with rules adopted by the boardSEC, we may furnish proxy materials, including this Proxy Statement and our 2023 Annual Report, to our shareholders by providing access to such documents over the Internet instead of directorsmailing printed copies. Most shareholders will not receive printed copies of EnerJex Resources, Inc.the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (“Notice”), which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a Nevada corporation (hereinafter “EnerJex” orpaper copy of our proxy materials, you should follow the “Company”) of proxiesinstructions for requesting such materials in the accompanyingNotice.

How can I access the proxy materials over the Internet?

The Notice of Internet Availability, proxy card or voting instructions card will contain instructions on how to:

If you choose to receive our future proxy materials electronically, it will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials electronically, you will receive an e-mail next year with instructions containing a link to the website where those materials are available. Your election to receive proxy materials electronically will remain in effect until you terminate it.

How may I obtain a paper copy of the proxy materials?

Shareholders receiving a Notice will find instructions in that Notice about how to obtain a paper copy of the proxy materials. Shareholders receiving a Notice by e-mail will find instructions in that e-mail about how to obtain a paper copy of the proxy materials. Shareholders who have previously submitted a standing request to receive paper copies of our proxy materials will receive a paper copy of the proxy materials by mail.

What shares are included on the proxy card?

If you are a Shareholder of record, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.

If you are a beneficial owner, you will receive voting instructions from your broker, bank or other holder of record.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice, this Proxy Statement and the 2022 Annual Report, unless we are notified that one or more of these shareholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Shareholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other Shareholders of record with whom you share an address currently receive multiple copies of the annual meeting of stockholders to be held on Monday, April 20, 2015, at 9:00 a.m. Central Standard Time atNotice, this Proxy Statement and the officers2023 Annual Report, or if you hold stock of the Company located at 4040 Broadway,in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Corporate Secretary of the Company by sending a written request to AgEagle Aerial Systems, Inc., Corporate Secretary, 8201 E. 34^th Cir N, Suite 508, San Antonio, Texas 78209,1307, Wichita, Kansas 67226.

If you participate in householding and at any adjournment thereof.

This proxy statementwish to receive, free of charge, a separate copy of the Notice, this Proxy Statement and the enclosed form2023 Annual Report, or if you do not wish to continue to participate in householding and prefer to receive separate copies of proxy were first sent to stockholders on or about April 7, 2015.these documents in the future, please contact the Corporate Secretary of the Company, as set forth above.

If the formyou are a beneficial owner, you can request information about householding from your broker, bank or other holder of proxy enclosed herewith is executed and returned as requested, it may nevertheless be revoked at any time prior to exercise by filing an instrument revoking it or a duly executed proxy bearing a later date.record.

Solicitation

Voting Information

What items of proxiesbusiness will be made by mailvoted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

(1) To elect five Directors to hold office until the next annual meeting and by EnerJex’s chiefuntil their respective successors are elected and qualified (the “Election of Directors Proposal”);

(2) To approve, on an advisory basis, the compensation of our named executive officer, Robert G. Watson, Jr. EnerJex will bearofficers (the “‘say-on-pay’ Proposal”);

(3) To ratify the costsappointment of such solicitationWithumSmith+Brown, PC, as the Company’s independent accountants for the fiscal year ending December 31, 2024 (the “Ratification of Accountants Proposal”); and will reimburse brokerage firms, banks, trustees and others for their actual out-of-pocket expenses in forwarding proxy material to

(4) To approve the beneficial ownersissuance of itsshares of our Common Stock.

AsStock, representing more than 20% of our Common Stock outstanding upon the conversion of the close of business on April 1, 2015, the record date for the annual meeting, EnerJex had outstanding and entitled to vote (i) 8,406,661Convertible Note into shares of Common Stock, and approximately 355 holders of record according to information provided by our transfer agent; in accordance with NYSE American Rule 713(a)(ii) 751,815 shares of Series A 10% Cumulative Redeemable Perpetual Preferred (the “Stock outstanding and 16 Series A Stock holders of record (“Series A Stock”Issuance Proposal”); (iii) 1763.7918 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding and 1 Series B Preferred Stock holders of record. Each share of common stock.

We will also consider any other business that properly comes before the Annual Meeting.

How does the Board recommend that I vote?

The Board unanimously recommends that you vote your shares:

Who is entitled to one vote per share on all matters submitted to a vote of EnerJex’s stockholders. at the Annual Meeting?

Only stockholdersshareholders of record at the close of business on April 1, 2015 are23, 2024 (the “Record Date”) will be entitled to vote at the annual meeting or at any adjournment thereof.

Stockholders who send in proxies but attendAnnual Meeting. As of the meeting in person may vote directly if they prefer and withdraw their proxies or may allow their proxies to be voted withRecord Date, 11,241,427 shares of the similar proxies sent in by other stockholders.

VOTING PROCEDURES AND TABULATION

EnerJex will appoint an election inspector to act at the meeting and to make a written report thereof. Prior to the meeting, the inspector will sign an oath to perform its duties in an impartial manner and to the best of its ability. The inspector will ascertain the number of sharesCompany’s common stock were outstanding and entitled to vote. Each share of our common stock outstanding on the voting power of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law. The inspector will tabulate the number of votes cast for, against or abstained from the proposals described in the foregoing notice.

The presence at the meeting, in person or by proxy,Record Date is entitled to one vote on each of the holdersfive director nominees and one vote on each other matter.

Is there a list of Common Stock holding in the aggregate a majority of the voting power of EnerJex’s stockshareholders entitled to vote at the Annual Meeting?

The names of shareholders of record entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting at our principal executive offices at 8201 E. 34^th Cir N, Suite 1307, Wichita, Kansas 67226. If you would like to examine the list for any purpose germane to the Annual Meeting prior to the meeting shall constitutedate, please contact our Corporate Secretary.

How do I vote my shares?

Most stockholders do not own shares registered directly in their name, but rather are “beneficial holders” of shares held in a quorumstock brokerage account or by a bank or other nominee (that is, shares held “in street name”). Those stockholders should refer to “How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?” below for instructions regarding how to vote their shares.

If, however, your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, the transactionstockholder of business. Therecord, and these proxy materials are being sent directly to you. You may vote of holders of Common Stock holding in the aggregate a majority of the voting power of EnerJex’s stock present at the meeting, in personfollowing ways:

If you vote by proxy, shall decide the proposals to elect directors and ratify the appointment of auditors. Abstentions willyour vote must be counted for purposes of establishing a quorum for the meeting, but will not count as votes cast for the election of Directors or any other question. Accordingly, abstentions will have the same effect as a vote cast “AGAINST” each proposal.

If EnerJex receives a signed proxy card with no indication of the manner in which shares arereceived by 11:59 p.m. U.S. Eastern Daylight Time on June 16, 2024 to be voted oncounted.

Whichever method you select to transmit your instructions, the proposals, suchproxy holders will vote your shares in accordance with those instructions. If no specific instructions are given, the shares will be voted in accordance with the recommendation of our Board and as the boardproxy holders may determine in their discretion with respect to any other matters that properly come before the meeting.

How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of directors for such proposal.

Brokers who holdshares held in “street name,” and your broker or nominee is considered the “shareholder of record” with respect to those shares. Your broker or nominee should be forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to participate in the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in street name only have the authority to vote on certain items when they have not receivedperson unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank or other nominee holds your shares, you will receive instructions from beneficial owners. Any “broker non-votes” will be counted for the purposes of establishingthem that you must follow in order to have your shares voted.

What is a quorum for the meeting, butAnnual Meeting?

The presence of the holders of stock representing a 33-1/3% of the voting power of all shares of stock issued and outstanding as of the Record Date, represented in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you participate in, and vote electronically at, the Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

What is the voting requirement to approve each of the proposals?

For the Election of Directors Proposal, the five Director nominees who receive the highest number of “FOR” votes will be elected as Directors. You may vote “FOR” or “WITHHOLD” with respect to each Director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have the same effect as an abstention. The ‘Say-on-Pay’ Proposal, the Ratification of Accountants Proposal and the Stock Issuance Proposal each requires the affirmative vote of a majority of the shares present and entitled to vote either in person or by proxy.

What is the effect of abstentions and broker non-votes?

Shares not present at the Annual Meeting and shares voted “WITHHOLD” will have no effect on the election of Directors. For the ‘Say-on-Pay’ Proposal, the Ratification of Accountants Proposal, and the Stock Issuance Proposal, abstentions will have the same effect as an “AGAINST” vote while broker non-votes will not be counted as votes cast forand, accordingly, will not have an effect on such matters.

If you are a beneficial owner and hold your shares in “street name” in an account at a bank or brokerage firm, it is critical that you cast your vote if you want it to count in the election of Directors, or any other question. Accordingly, “broker non-votes” willthe ‘Say-on-Pay’ Proposal and the and the Stock Issuance Proposal. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in “street name,” such banks and brokers have the same effect asdiscretion to vote on routine matters, but not on non-routine matters. Routine matters include the ratification of accountants. Non-routine matters include the election of Directors, advisory votes for the ‘Say-on-Pay’ Proposal and the Stock Issuance Proposal. Banks and brokers may not vote on the Election of Directors Proposal or the ‘Say-on-Pay’ Proposal if you do not provide specific voting instructions. Accordingly, we encourage you to vote promptly, even if you plan to participate in the Annual Meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Can I change my vote or revoke my proxy?

Subject to any rules and deadlines your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting. If you are a vote cast “AGAINST” each proposal.

Electronic Access to Proxy Materials

This proxy statement is available atwww.enerjex.com.

QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS, PROPOSALS AND THE ANNUAL MEETING

Since a beneficial owner is not the stockholdershareholder of record, you may notchange your vote by (1) delivering to the Company’s Corporate Secretary, prior to your shares in personbeing voted at the annual meeting unlessAnnual Meeting, a written notice of revocation dated later than the prior proxy card relating to the same shares, (2) delivering a valid, later-dated proxy in a timely manner, (3) attending the Annual Meeting and voting electronically (although attendance at the Annual Meeting will not, by itself, revoke a proxy), or (4) voting again via phone or Internet at a later date.

If you obtainare a “legal proxy”beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee, or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares and provided a copy to our transfer agent and registrar, Equiniti, together with your email address as described below, by attending the Annual Meeting and voting electronically.

Any written notice of revocation or subsequent proxy card must be received by the Company’s Corporate Secretary prior to the taking of the vote at the meeting.Annual Meeting.

What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. The Company does not currently anticipate that any other matters will be raised at the Annual Meeting.

Who will bear the cost of soliciting votes for the Annual Meeting?

The Company will bear the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you access the proxy materials over the Internet, you are responsible for Internet access charges you may incur. In addition, we will request banks, brokers and other intermediaries holding shares of our common stock beneficially owned by others to obtain proxies from the beneficial owners and will reimburse them for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, by electronic communications and personal solicitation by our officers, Directors and employees. No additional compensation will be paid to our officers, Directors or employees for such solicitation.

Proxies with respect to the Annual Meeting may be solicited by telephone, by mail on the Internet or in person. AgEagle has engaged Advantage Proxy to assist in the solicitation of proxies.

Who Can Answer Your broker, trustee or nominee shouldQuestions About Voting Your Shares?

If you are a holder of AgEagle’s shares and have enclosed or provided voting instructions for you to use in directing the broker, trustee or other nomineeany questions about how to vote or direct a vote in respect of your shares.securities, you may contact TO FILL IN.

Please let EnerJex know if you plan to attend the meeting by marking the box on the enclosed proxy card. The meeting will begin promptly at 9:00 a.m. local time. Check-in will begin at 8:30 a.m. local time, and you should allow ample time for the check-in procedures.

VOTING SECURITIES

The following table presents information, to the best of EnerJex’s knowledge, about the ownership of EnerJex’s Common Stock on April 1, 2015 relating to those persons known to beneficially own more than 5% of EnerJex’s capital stock and by EnerJex’s directors and executive officers. The percentage of beneficial ownership for the following table is based on 8,406,661 shares of Common Stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after April 1, 2015 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of EnerJex’s Common Stock.

Name and Address of Beneficial Owner(1)		Number of Shares				Percent of Outstanding Shares of Common Stock(2)
Robert G. Watson, Jr., CEO/President and Director(3)			326,666				3.9	%
Ryan A. Lowe, Director(4)(5)(7)			3,887,693				46.2	%
Lance W. Helfert, Director(4)(5)(6)			3,892,586				46.3	%
James G. Miller, Director			149,924				1.8	%
Richard E. Menchaca, Director			5,000				0.1	%
West Coast Opportunity Fund LLC(4) 1205 Coast Village Road Montecito, CA 93108			3,439,524				40.9	%
Montecito Venture Partners, LLC(5) 1205 Coast Village Road Montecito, California 93108			439,597				5.2	%
Douglas M. Wright, CFO			41,667				0.7	%
David L. Kunovic, EVP Exploration			23,661				0.3	%
Alpha Capital Anstalt Pradafant 7, Furstentums 9490 Vaduz, Liechtenstein			832,259	(8)			9.9	%
Newman Family Trust			500,000				5.9	%
All Directors and Officers as a Group (7 persons)			4,473,659				53.2	%

PROPOSAL 1. ELECTIONSECURITY OWNERSHIP OF DIRECTORSCERTAIN BENEFICIAL OWNERS AND MANAGEMENT INFORMATION

At the 2015 annual meeting of stockholders, a board of directors consisting of 5 members will be elected, each director to hold office until the next annual meeting of stockholders, or a successor is elected and qualified, or until the director resigns, is removed or becomes disqualified.

EnerJex’s governance, compensation and nominating committee has nominated for election all 5 of the current members of the board of directors: Robert G. Watson, Jr., R. Atticus Lowe, Lance W. Helfert, James G. Miller and Richard Menchaca. The nominees have consented to their nomination to the board of directors, and will serve if elected. However, if the nominees should become unavailable for election, the accompanying proxy will be voted in favor of holding a vacancy to be filled by EnerJex’s current Directors. EnerJex has no reason to believe that Messrs. Watson, Lowe, Helfert, Miller or Menchaca will be unavailable to serve as Directors.

The following information is provided regarding the nominees for election to the board of directors.

Name		Age		Term		Board Committee(s)(1)
Robert G. Watson, Jr.		38		Since 12/31/10		Executive
R. Atticus Lowe		34		Since 12/31/10
James G. Miller		66		Since 12/31/10		Audit (Chairman)
Lance W. Helfert		41		Since 12/31/10		GCNC
Richard Menchaca		48		Since 6/7/13		GCNC (Chairman); Audit

Robert G. Watson, Jr.  Mr. Watson has served as President, Chief Executive Officer, and Secretary since December 31, 2010. Prior to joining EnerJex, he co-founded Black Sable Energy, LLC and served as its chief executive officer. During his tenure at Black Sable, Mr. Watson was responsible for the company’s acquisition and development of two grassroots oil projects in South Texas, both of which were partnered with larger oil and gas companies on a promoted basis. Prior to founding Black Sable, he was a Senior Associate at American Capital, Ltd. (NASDAQ: ACAS), a publicly traded private equity firm and global asset manager with more than $100 billion of total assets under management. Mr. Watson began his career in the Energy Investment Banking Group at CIBC World Markets and subsequently founded and served as the Managing Partner of Centerra Energy Partners, LLC.

R. Atticus Lowe.  Mr. Lowe has served as Senior Vice President of Corporate Development since 2011 and as a Director since December 31, 2010. Mr. Lowe is the Chief Investment Officer of West Coast Asset Management, Inc. (WCAM), a registered investment advisor that has invested more than $200 million in the oil and gas industry on behalf of its principals and clients since 2000. WCAM is the Managing Member of West Coast Opportunity Fund, LLC, which currently holds 45.0% of our common stock. Mr. Lowe formerly served as a director and chairman of the audit committee for Black Raven Energy, Inc., until we acquired Black Raven in September 2013. Mr. Lowe is a CFA charterholder.

James G. Miller.  Mr. Miller has served as a Director since December 31, 2010. Mr. Miller retired in 2002 after serving as the Chief Executive Officer of Utilicorp United, Inc.’s business unit responsible for the company’s electricity generation and electric and natural gas transmission and distribution businesses, which served 1.3 million customers in seven mid-continent states. Utilicorp traded on the New York Stock Exchange, and the company was renamed Aquila in 2002. In 2007, Utilicorp’s electricity assets in northwest Missouri were acquired by Great Plains Energy Incorporated (NYSE: GXP) for $1.7 billion, and its natural gas properties and other assets were acquired by Black Hills Corporation (NYSE: BKH) for $940 million. Mr. Miller joined Utilicorp in 1989 through its acquisition of Michigan Gas Utilities, for which he served as the president from 1983 to 1991. Mr. Miller also is a member of the board of directors of Guardian 8 Holdings. He currently serves as Chairman of The Nature Conservancy, Missouri Chapter, for which he has been a Trustee for the past 13 years.

Lance W. Helfert.  Mr. Helfert has served as a Director since December 31, 2010. Mr. Helfert is the President and a co-founder of West Coast Asset Management, Inc. (WCAM), a registered investment advisor located in Montecito, California. WCAM is the Managing Member of West Coast Opportunity Fund, LLC, which currently holds 45.0% of our common stock. Prior to co-founding WCAM, he managed a portfolio at Wilshire Associates and was involved in a full range of financial strategies at M.L. Stern & Co. Mr. Helfert is a co-author ofThe Entrepreneurial Investor: The Art, Science and Business of Value Investing, a book published by John Wiley & Sons. He has been featured in Kiplinger’s Personal Finance, Forbes, Barron’s, Fortune Magazine, and the Market Watch for his unique market prospective. In addition, Mr. Helfert has been a guest commentator on CNBC and the Fox Business networks. Mr. Helfert has also served on the board of directors for Junior Achievement of Southern California and the Tri-Counties Make-A-Wish Foundation.

Richard E. Menchaca.  Mr. Menchaca has been a Director since June 6, 2013. Mr. Menchaca attended the University of Texas at Arlington where he received a BBA in Finance and pursued a MBA in Finance, and received a Graduate Degree from the SMU Southwestern School of Banking. Mr. Menchaca spent 18 years in the corporate banking industry with First Republic Bank (n.k.a. Bank of America), Bank One in Fort Worth and Fuji Bank, and Guaranty Bank in Houston. While at Guaranty Bank, Mr. Menchaca was one of the founding members of the Oil and Gas Banking Group, and within 18 months of its formation became the most profitable lending group within the bank with over $900 million of loans to oil and gas industry. Mr. Menchaca was the principal and founder of Petras Energy, LLC, an oil and gas production company based in Midland, Texas. The company was successfully sold in January 2006. Mr. Menchaca has been the founder and principal of several privately owned oil and gas companies with operations in Texas, Oklahoma and Louisiana. Since May 2010, Mr. Menchaca currently presides as President and Chief Executive Officer of Petroflow Energy Corporation, a Tulsa-based exploration and production company, as well as a member of its board of directors since June 2009. Mr. Menchaca also serves as a director on the board of a non-profit organization based in Houston, Texas.

When the accompanying proxy is properly executed and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted in favor of the election of the 5 nominees identified above. EnerJex expects each nominee to be able to serve if elected, but if any nominee notifies EnerJex before this meeting that he is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the Directors, may be voted (i) for a substitute nominee or nominees, or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.

The vote of holders of common stock holding in the aggregate a majority of the voting power of EnerJex’s stock present at the meeting is required to elect the nominees.

Involvement in Certain Legal Proceedings

On December 23, 2013, the United States Securities and Exchange Commission (SEC) entered an order in an administrative proceeding, In the Matter of West Coast Asset Management, Inc., and Lance W. Helfert, File No. 3-15660. In that matter, WCAM and Mr. Helfert, without admitting or denying the allegations, entered into a settlement with the SEC regarding certain negligence-based violations of Section 17(a)(2) of the Securities Act and Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 (the Advisers Act). The matter was based upon an untrue statement made in an email that Mr. Helfert sent, in 2008, to an adviser to a prospective investor in an investment fund that was managed by WCAM. The SEC ordered WCAM and Mr. Helfert to cease and desist from committing or causing further such negligence-based violations, censured them, ordered WCAM to disgorge certain fees, and ordered WCAM and Mr. Helfert each to pay a monetary fine. WCAM and Mr. Helfert timely paid those amounts to the SEC.

Except as set forth above, none of our executive officers or directors has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.

Director Independence

Under the corporate governance requirements of companies whose shares are listed for trading on the NYSE MKT, at least a majority of the members of the board of directors of each listed company must be “independent.” The EnerJex board of directors has determined that three of the five current directors — James G. Miller, Richard Menchaca, and Lance W. Helfert — are “independent directors” under the NYSE MKT listing requirements. The NYSE MKT listing requirements provide a non-exclusive list of persons who are not considered independent. For example, under these rules, a director who is, or during the past three years was, employed by the Company or by any parent or subsidiary of the company, other than prior employment as an interim chairman or chief executive officer, would not be considered independent. No director qualifies as independent unless the EnerJex board of directors affirmatively determines that the director does not have a material relationship with the company that would interfere with the exercise of independent judgment. In making an affirmative determination that a director is an “independent director,” the EnerJex board of directors reviewed and discussed information provided by these individuals and by EnerJex with regard to each of their business and personal activities as they may relate to EnerJex and its management.

Board of Directors’ Meetings, Committees, Directors’ Compensation and Nominations

The EnerJex board of directors held 7 meetings during 2014. All of EnerJex’s directors attended 75% or more of the aggregate meetings of the EnerJex board of directors and all committees on which they served during 2014. Directors are encouraged, but not required, to attend the annual meetings of EnerJex’s stockholders.

Audit Committee and Financial Expert

The primary responsibilities of the audit committee include:

The audit committee will have the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Our audit committee consists of Mr. Miller, and Mr. Menchaca. The board of directors has determined that each member of the audit committee qualifies as “independent” for purposes of membership on audit committees pursuant to the NYSE MKT listing requirements and the rules and regulations of the SEC and is able to read and understand Fundamental Financial Statements as required by the NYSE MKT listing requirements. In addition, the board of directors has determined that Mr. Miller qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

A copy of the audit committee charter is available on EnerJex’s websitewww.enerjex.com.

Governance, Compensation and Nominating Committee

The primary responsibilities of the Governance, Compensation and Nominating Committee include:

The governance, compensation and nominating committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

The governance, compensation and nominating committee consists of Mr. Menchaca, Mr. Miller and Mr. Helfert.

Stockholder Communications with the Board of Directors

Stockholders who wish to communicate with the board or a particular director may send a letter to the secretary of EnerJex at: 4040 Broadway, Suite 508, San Antonio, Texas 78209. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the board or just certain specified individual directors. The secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Board Leadership Structure and Role in Risk Oversight

The board of directors does not have a separate risk oversight body. Instead, the EnerJex board has overall responsibility for risk oversight, including, as part of regular board and committee meetings, general oversight of executives’ management of risks relevant to us. In overseeing risks, the board seeks to understand the material risks, including financial, competitive, and operational risks, we face and the steps management is taking to manage those risks. It also has the responsibility for understanding what level of risk is appropriate. The board of directors reviews our business strategy and determines what constitutes an appropriate level of risk for EnerJex.

While the full EnerJex board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to its two committees. The audit committee, under its charter, has been delegated the responsibility of reviewing and discussing with management our major financial risk exposures and the steps that management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies). EnerJex’s governance, compensation and nominating committee is responsible for considering risks within its areas of responsibility. The board does not believe that our compensation policies encourage excessive risk-taking, as the compensation plans are designed to align our employees with short- and long-term corporate strategy. Generally, our equity awards vest over several years, which the board has determined encourages our employees to act with regard to the long term interest of EnerJex and to focus on sustained stock price appreciation.

The board’s role in risk oversight has not had any effect on the board’s leadership structure.

Code of Ethics

EnerJex has adopted a code of business conduct and ethics that applies to all of its directors, officers and employees, as well as to directors, officers and employees of each subsidiary of EnerJex. A copy of the code of business conduct and ethics is available on EnerJex’s website atwww.enerjex.com. If any substantive amendments are made to the code of business conduct and ethics or if EnerJex’s grants any waiver, including any implicit waiver, from a provision of the code to any of its officers and directors, EnerJex will satisfy any disclosure requirements of Form 8-K by disclosing the nature of such amendment or waiver on its website atwww.enerjex.com.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, EnerJex’s amended and restated articles of incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director’s liability under federal or applicable state securities laws. EnerJex has agreed to indemnify its directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a director if he acted in good faith and in a manner he believed to be in EnerJex’s best interests.

Executive Officers

The following table sets forth certain information regarding EnerJex’sbeneficial ownership of the Common Stock, as of the Record Date, by each of the Company’s nominees for director, and executive officers; all executive officers and as a group, and each person known to the Company to own beneficially more than 5% of the Common Stock.

Except as otherwise noted, the persons identified have sole voting and investment power with respect to their shares. A person is deemed to be the beneficial owner of securities that can be acquired by such person within sixty (60) days from April 23, 2024, and the total outstanding shares used to calculate each beneficial owner’s percentage includes such shares, although such shares are not taken into account in the calculations of the total number of shares or percentage of outstanding shares. Beneficial ownership as reported does not include shares subject to option or conversion that are not exercisable within sixty (60) days of April 23, 2024. There are 11,241,427 shares of Common Stock issued and outstanding as of the Record Date.

* Represents less than 1% percent of the Company’s outstanding shares.

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees of the Board of Directors

The Board has nominated the persons identified below for election as directors, to serve until the next annual meeting at which time their successors have been elected and qualified. Directors are elected by a plurality of votes cast. If any nominee becomes unavailable for election, which is not expected, the persons named in the accompanying proxy intend to vote for any substitute whom the Board nominates.

William (“Bill”) Irby. Mr. Irby, who was President of the Company from February 15, 2024 through April 15, 2024 and has served as our Chief Executive Officer and as a Director since April 15, 2024. Mr. Irby previously served as President of MTI Motion, a Steel Partners company specializing in motors and hardware for aircraft, weapons systems, and commercial equipment from November 2022 until February 2024. He has a long career spanning several executive roles in innovative defense organizations. Mr. Irby has served as the Chief Operating Officer at Martin UAV (assisting in its acquisition by Shield AI) from March 2021 to December 2021, President of the Reconnaissance Mission Systems sector of L3Harris Technologies from October 2018 through February 2021, SVP/GM of Textron Systems’ Unmanned Systems business from November 2012 until October 2018, and as VP of two business units at Northrop Grumman in Intelligence, Surveillance, and Reconnaissance (ISR) and Tactical Communications. Before joining the defense industry, Mr. Irby served as a combat engineer in the United States Marine Corps. He holds a Bachelor of Science in Engineering from the US Naval Academy, a Master of Science in Technical Management from Johns Hopkins University, and an Executive Certificate in the General Manager Program at Harvard Business School. As a longtime Uncrewed Vehicle Systems International (AUVSI) board member, since April 2015, Mr. Irby continues serves as Chairman after previous roles as Executive Vice Chair, and Treasurer. He also brings his expertise to the advisory boards of Ghost Robotics, Secmation, and LaunchPoint EPS.

Grant Begley. Mr. Begley has served as a member of the Board since June 2016, serving as Chairman of the Board since October 13, 2023, and served as interim Chief Executive Officer from January 2024 through April 15, 2024. Since July 2011, Mr. Begley has served as President of Concepts to Capabilities Consulting LLC, which advises global executive clients on competitive positioning and performance in aerospace. From August 2010 to September 2011, Mr. Begley was Corporate Senior Vice President for Alion Science and Technology. Prior to Alion, Mr. Begley served as Pentagon Senior Advisor to the Office of the Under Secretary of Defense, for Unmanned Systems, advising on critical issues and leading development of DoD’s 2011 Unmanned Systems Roadmap. Mr. Begley’s career includes defense industry leadership positions for the development of advanced capabilities with Raytheon and Lockheed Martin where he initiated and led cross-corporation unmanned systems and robotics successes. Mr. Begley served in the United States Navy for 26 years, where his duties included operational assignments flying fighter aircraft, designated Top Gun, followed by acquisition assignments for the development and management of next generation manned and unmanned aircraft systems, weapon systems and joint executive acquisition assignments. Mr. Begley holds Masters degrees in Aerospace and Aeronautic Engineering from the Naval Post-Graduate School and a Bachelors degree in General Engineering from the U.S. Naval Academy. The Company believes that Mr. Begley’s 20 plus years of experience as a UAV industry expert, focused on UAV technologies, regulations and commercial applications, will be an invaluable resource to the Board.

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

Kelly Anderson. Ms. Anderson has served as a member of the Board since December 2022. She currently serves as CEO of CXO Executive Solutions, a specialized executive talent solutions company she founded in 2020. From 2015 through 2020, she served as a partner in C Suite Financial Partners, a financial consulting firm serving private, private equity, entrepreneurial, family office and government-owned firms across the entertainment, aerospace/defense, Software-as-a-Service and manufacturing industries. Ms. Anderson previously served in senior financial executive posts at notable companies, including Mavenlink (now known as Kantata), Ener-Core (OTC: ENCR), Fisker Automotive (NYSE:FSR), T3 Motion and The First American Corporation (NYSE: FAF). Ms. Anderson also currently serves as a member of the Board of Directors of Tomi Environmental Solutions (Nasdaq: TOMZ) and Concierge Technologies and has previously held board seats at Guardion Health Sciences (Nasdaq: GHSI) and Psychic Friends Network (OTC:PTOP). She is a Certified Public Accountant in California. The Company believes that Ms. Anderson’s over 25 years of experience in public company finance, accounting and corporate governance make her an ideal addition to the Board.

Major General Malcolm Frost. Major General Frost has served as a member of the Board since March 1, 2024, and is a retired Major General of the U.S. Army with over 35 years of leadership experience in both the U.S. Army and business roles. In the Army, he served as a career Infantryman, commanding and leading soldiers at every level from Lieutenant to 2-star General. Throughout his military career he provided large-scale strategic and operational leadership and oversight of units across the globe - successfully leading the evolution of soldier training programs in peace and war. Major General Frost led the Army’s Holistic Health and Fitness revolution from 2017-19 and was responsible for developing the first new physical fitness test for the Army in 40 years. He also led the Army’s initial entry training enterprise that annually transformed 130,000 civilians into soldiers. As the Army’s Director of Public Affairs, he developed and led all strategic communications plans, roll-outs, and national media relations initiatives for the Army. He has been deployed to combat several times in a variety of leadership and command positions in Bosnia-Hercegovina, Iraq, and Afghanistan between 1995-2011.

Since retiring from the Army, Major General Frost provides executive leadership development, public relations, and communications advice to corporate America. He also provides advice to companies in the health and wellness sectors, training, and information operations industries and has served as a corporate board member and advisor. He has extensive keynote and public speaking experience and has been an on-air military and national security contributor to various media outlets. He believes strongly in the causes of supporting families of our fallen service members and improving the state of health and fitness as a national security challenge in America. In addition to a Bachelor of Science Degree in Human Resources Management from the United States Military Academy at West Point, Maj. Gen. (Ret) Frost holds advanced degrees from Webster University and the U.S. Army War College in Human Resources Development and National Security Strategy, respectively. He is the recipient of the Distinguished Service Medal x2, Defense Superior Service Medal, Legion of Merit x3, Bronze Star Medal x3, Air Medal, Army Commendation Medal x6 including one for Valor, Combat Infantryman Badge, Master Parachutist Badge and Ranger Tab. He is also the recipient of the U.S. Department of State Meritorious Honor Award for reconstruction, civic and humanitarian achievements while serving in Iraq.

The Board has reviewed the independence of the directors based on the listing standards of the NYSE American. Based on this review, the Board determined that each of Malcolm Frost, Thomas Gardner and Kelly Anderson are independent within the meaning of the listing rules of NYSE American. In making this determination, the Board considered the relationships that each of these non-employee directors has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence.

Board Operations

The Chairman of the Board chairs the Board and shareholder meetings and participates in preparing their agendas. Given the limited number of directors comprising the Board, the independent directors call, plan, and chair their executive sessions collaboratively and, between board meetings, communicate with management and one another directly. The Company believes that these arrangements afford the independent directors with sufficient resources to supervise management effectively, without being overly engaged in day-to-day operations.

Risk Oversight

The Board oversees a company-wide approach to risk management. The Board assists management to determine the appropriate risk level for the Company generally and to assess the specific risks faced by the Company and reviews the steps taken by management to manage those risks. While the Board has ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, the Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. The Audit Committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. The Board is responsible for overseeing the management of risks associated with the independence of the Board.

Our senior management team is responsible for day-to-day risk management and regularly reports on risks to our full Board or a relevant committee. Our legal, finance and regulatory areas serve as the primary monitoring and evaluation function for company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for our business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

We believe the division of risk management responsibilities described above is an effective approach for identifying and addressing the risks facing our Company, and that the leadership structure of our Board is effective in implementing this approach.

ESG and Corporate Responsibility

We continue to build a sustainable, environmentally conscious business while fulfilling our oversight of environmental, social and governance (“ESG”) risks and our approach, commitment and measurable progress relating to climate change, human capital management, sustainability and other significant ESG matters. We are dedicated to our sustainability efforts both internally and externally.

ESG matters significantly impact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Climate related changes can increase the frequency and severity of significant weather events and natural disasters. While we maintain insurance coverage to cover certain risks of losses for damage or destruction to facilities and property and for interruption of our business, such insurance may not cover specific losses and the amount of our insurance coverage may not be adequate to cover all of our losses. As a result, our future operating results could be materially and adversely affected, including if our losses are not adequately or timely covered by our insurance.

Increased attention on ESG matters, including from our customers, shareholders and other stakeholders, may lead to us expending more resources addressing these issues. Legislative and regulatory efforts to combat climate change and address ESG issues may prove costly and burdensome for us to comply with and will likely continue to impact us, our customers and our suppliers.

Please see the discussion under the heading “Human Capital Resources” in the Business section of our Annual Report on Form 10-K (which accompanies this Proxy Statement) for additional information on our human capital priorities and programs. We also recognize that certain stakeholders (such as customers, employees and non-governmental organizations) as well as some stockholders may be interested in more detailed information about our ESG programs and sustainability efforts.

Other Compensation-Related Policies

Claw-back Policy

We maintain a claw-back policy as required by the rules of the NYSE American. Our claw-back policy covers each of our current and former executive officers. EnerJex’sThe policy provides that, subject to the limited exemptions provided by the NYSE American rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably and promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting restatement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our Annual Report on Form 10-K.

Cybersecurity

Please see the discussion under the heading “Cybersecurity” in the Business section of our Annual Report on Form 10-K (which accompanies this Proxy Statement) for additional information on our cybersecurity risk management, strategy and governance.

Board Committees

The Board has standing audit, compensation, and nominating committees, comprised solely of independent directors. Each committee has a charter, which is available at the Company’s website, www.ageagle.com. Each committee member is independent under NYSE American committee independence requirements applicable to the committee on which such member serves.

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, is responsible for assisting the Board in its oversight of the integrity of the Company’s financial statements, the qualifications and independence of the Company’s independent auditors, and the Company’s internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of the Company’s independent auditors, and the Company’s independent auditors report directly to the Audit Committee.

Prior to Mr. Begley’s appointment as Interim Chief Executive Officer in December 2023, the members of the Audit Committee consisted of Kelly Anderson as Chair, Thomas Gardner and Grant Begley. The current members of the Audit Committee are Kelly Anderson, Chair, Malcolm Frost, and Thomas Gardner. Each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the NYSE American and the independence requirements of Rule 10A-3 of the Exchange Act. The Board has determined that Kelly Anderson qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the NYSE American.

For the year ended December 31, 2023, the Audit Committee held four meetings.

Audit Committee Report

With respect to the audit of the Company’s financial statements for the year ended December 31, 2023, the members of the Audit Committee:

Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in Company’s annual report on Form 10-K for the year ended December 31, 2023.

Kelly Anderson, Chair

Malcolm Frost

Thomas Gardner

Compensation Committee

The Compensation Committee approves the compensation objectives for the Company, approves the compensation of the chief executive officer and approves or recommends to the Board for approval the compensation of other executives. The Compensation Committee reviews all compensation components, including base salary, bonus, benefits and other perquisites.

For the year ended December 31, 2023, the Compensation Committee held three meetings.

Prior to Mr. Begley’s appointment as Interim Chief Executive Officer in December 2023, the members of the Compensation Committee consisted of Mr. Begley as Chair, Ms. Anderson and Mr. Gardner. The current members of the compensation committee are Major General Frost as Chair, Mr. Gardner and Ms. Anderson. Each member of the current compensation committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the United States Internal Revenue Code of 1986, as amended, or the Code, and each is an independent director as defined by the NYSE American. The compensation committee has adopted a written charter that satisfies the applicable standards of the SEC and the NYSE American, which is available on our website.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serveserves, or has served since inception, as a member of the Board, compensation committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on the Company’s compensation committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the structure and composition of the Board and the Board committees. In addition, the Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board corporate governance guidelines applicable to the Company and advising the Board on corporate governance matters. Prior to Mr. Begley’s appointment as Interim Chief Executive Officer in December 2023, the members of the Nominating and Corporate Governance Committee consisted of Mr. Gardner as Chair, Ms. Anderson and Mr. Begley. The current members of the Nominating and Corporate Governance Committee are Mr. Gardner as Chair, Ms. Anderson, and Major General Frost.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. Potential nominees to the Board are required to have such experience in business or financial matters as would make such nominee an asset to the Board and may, under certain circumstances, be required to be “independent”, as such term is defined under Section 121(a) of the listing standards of NYSE American and applicable SEC regulations. Shareholders wishing to submit the name of a person as a potential nominee to the Board must send the name, address, and a brief (no more than five hundred words) biographical description of such potential nominee to the Nominating and Corporate Governance Committee at the discretionfollowing address: Nominating and Corporate Governance Committee of the boardBoard of directors,Directors, c/o AgEagle Aerial Systems Inc., 8201 E. 34^th Cir N, Suite 1307, Wichita, Kansas 67226. Potential director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating and Corporate Governance Committee, and/or any other method the Nominating and Corporate Governance Committee deems appropriate, which may, but need not, include a questionnaire. The Nominating and Corporate Governance Committee may solicit or receive information concerning potential nominees from any source it deems appropriate. The Nominating and Corporate Governance Committee need not engage in an evaluation process unless otherwise governed(i) there is a vacancy on the Board, (ii) a director is not standing for re-election, or (iii) the Nominating and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by employment contracts.a shareholder will not be evaluated differently from any other potential nominee. Although it has not done so in the past, the Nominating and Corporate Governance Committee may retain search firms to assist in identifying suitable director candidates.

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The Board does not have a formal policy on Board candidate qualifications. The Board may consider those factors it deems appropriate in evaluating director nominees made either by the Board or shareholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily. In considering candidates for the Board, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be met. The directors will consider candidates from any reasonable source, including current Board members, shareholders, professional search firms or other persons. The directors will not evaluate candidates differently based on who has made the recommendation.

For the year ended December 31, 2023, the Nominating and Corporate Governance Committee held one meeting.

Shareholder Communications

Shareholders can mail communications to the Board of Directors, c/o Secretary, AgEagle Aerial Systems Inc., 8201 E. 34^th Cir North, Suite 1307, Wichita, Kansas 67226, who will forward the correspondence to each addressee.

Compensation of Directors

The following table sets forth information regarding compensation of each director as of the fiscal years ended December 31, 2023 and 2022:

(1)	Mr. Barrett Mooney served solely as the Company’s Chairman of the Board in 2021 and was appointed to also serve as Chief Executive Officer between January 2022 and December 31, 2023.
(2)	Ms. Anderson joined the Company’s Board on December 6, 2022. Pursuant to Ms. Anderson’s offer letter dated December 6, 2022, she was entitled to receive for her service on the Board five-year options to purchase 25,000 shares of Common Stock per calendar quarter of service at an exercise price per share equal to the market price of our Common Stock at the time of issuance that will vest in equal installments every calendar quarter for the two-year period after date the grant.
(3)	Ms. Ingargiola ceased to be a director of the Company effective December 5, 2022.
(4)	Reflects the aggregate grant date fair value for restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 - Share Based Payment, based on the closing price of the Company’s common stock on the grant date and vest over a two-year period.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and objectives, provides context for the compensation actions approved by the Compensation Committee, and explains the compensation of each of our NEOs. AgEagle’s Compensation Committee, which is made up of entirely of independent directors, oversees AgEagle’s compensation plans and policies, approves the compensation for executive officers and administers our equity compensation plans, as well as our organizational development activities and human capital management.

The following sets forth, the names and ages of our Named Executive Officers (NEOs) as of December 31, 2023, their respective positions and offices, and their respective prior principal occupations or brief employment history. The following CD&A does not include disclosure for Bill Irby, who was not an NEO as of December 31, 2023.

(1) Mr. Mooney’s role terminated on December 31, 2023

(2) Ms. Fernandez-McGovern’s role terminated on October 13, 2023

(3) Mr. O’Sullivan’s role terminated December 8, 2023

Barrett Mooney. Mr. Mooney served as Chairman of the Board effective May 5, 2020, and as the Chief Executive Officer effective January 17, 2022 through December 31, 2023. Prior to that Mr. Mooney served as Chief Executive Officer of the Company from July 2018 to May 2020. From May 2017 to July 2018, he served as Group Product Lead for The Climate Corporation, a subsidiary of Monsanto (recently acquired by Bayer), where he led the satellite imagery team, managed a team focused on using artificial intelligence to enhance crop yield production an introduced a new organizational structure to improve sales efficiency. Prior to The Climate Corporation, from July 2012 to May 2017, Mr. Mooney co-founded and was CEO and president of HydroBio, a software company that used satellite-driven image analytics to conserve water and maximize crop yields. In May 2017, he sold HydroBio to The Climate Corporation. Mr. Mooney holds a Doctor of Philosophy in Agricultural and Biological Engineering from the University of Florida. He is also a member of the American Society of Agricultural and Biological Engineers. The Company believes that Mr. Mooney’s extensive experience in technological advances in agricultural is a vital asset to the Company.

Nicole Fernandez-McGovern. Ms. Fernandez-McGovern served as Chief Financial Officer from April 2016 through October 13, 2023. From April 2013 to January 2016, Ms. Fernandez-McGovern served as the CEO and CFO of Trunity Holdings, Inc. (OTCQB: TNTY), where she was able to lead a successful restructuring of the company by acquiring a new compounding pharmacy business and finalizing the spin-out of the legacy educational business into a newly formed private company. From January 2011 to April 2013, Ms. Fernandez-McGovern was President of RCM Financial Consulting, a consulting firm where she provided interim accounting and financial services to small and medium sized companies. Ms. Fernandez-McGovern was also a financial manager at Elizabeth Arden, Inc. (NASDAQ: RDEN) from July 2001 to October 2010, where she was involved in all aspects of the SEC and financial reporting process. Her career began with KPMG LLP in the audit and assurance practice where she managed various large scale engagements for both public and privately held companies. Ms. Fernandez-McGovern has a Master of Business Administration with a concentration in Accounting and International Business and a Bachelor of Business Administration with a concentration in accounting, both from the University of Miami. She is also a Certified Public Accountant in the State of Florida, serves on the boards of the MGO Global, Inc. (NASDAQ: MGOL), South Florida Chapter of Financial Executives International and Pembroke Pines Charter Schools Advisory Board and is fluent in Spanish.

Michael O’Sullivan. From April 2022, Mr. O’Sullivan served as the Company’s Chief Commercial Officer until December 8, 2023. He originally joined AgEagle in October 2021 upon the Company’s acquisition of senseFly and was promptly appointed as Managing Director of AgEagle’s Swiss Operations. Mr. O’Sullivan is responsible for guiding and directing the Company’s daily business operations in Switzerland and growing the Company’s global footprint. Prior to the acquisition, he served as Head of Global Marketing from October 2019 through the Company’s acquisition by AgEagle and was responsible for overseeing all facets of marketing and business strategy, product management, technical support and training for the industry leading fixed wing drone company. Mr. O’Sullivan brings AgEagle more than two decades of proven leadership and global sales and marketing experience managing key growth initiatives for companies in a variety of industries, including advanced technology and drone markets. From 2016 through 2019, he was Chief Marketing Officer of NVISO, a company specializing in artificial visual intelligence and deep learning; from 2014 through 2016, he was co-Founder and Head of Marketing for Darwin Digital, a Swiss-based digital and marketing agency; and from 2003 through 2013, he rose through the ranks at British American Tobacco. On June 20, 2023, AgEagle delivered notice of termination to Mr. O’Sullivan, which will be effective on September 20, 2023, subject to further extension as required under the applicable laws of Switzerland, where Mr. O’Sullivan is located and employed.

Robert G. Watson, Jr. has been EnerJex’s president, chief executive officer and secretary since December 31, 2010. See Mr. Watson’s biography on page 7 above.

Douglas M. Wright.Mark DiSiena. Mr. WrightDiSiena has beenserved as Chief Financial Officer since August 2012.December 1, 2023. Mr. Wright servedDiSiena was appointed as Corporate Controllerthe Company’s principal financial and accounting officer and Interim Chief AccountingFinancial Officer, effective as of Nations Petroleum Company Ltd. from 2006October 13, 2023 through November 2023. From November 2021 to August 2012. Prior2023, Mr. DiSiena has offered operational leadership and accounting oversight to Nations, he served asclients through Cresset Advisors, a Manager of Financial Reporting for Noble Energy (contract). In 1996,specialty consulting practice he founded Fashion Investments Inc.to focus on the delivery of tailored interim CFO and advisory services. Mr. DiSiena has served as itsin related leadership roles, including Chief ExecutiveFinancial Officer until 2005. Fashion Investments ownedfor Kyruus Health, Titanium Healthcare, Decentral Life (OTC:WDLF), Cherokee Brands (NASDAQ:CHKE) and operated the largest independent commercial laundry facility in Colorado Springs. From 1986 to 1996, Mr. Wright worked for Oryx Energy Company in various capacities including, Manager,4Medica. He has held management positions at Oracle-NetSuite, LVMH and Lucent Technologies/Bell Labs. In addition, he has consulted at notable companies that include PublicSq (NYSE:PSQH), World View Enterprises, ICON Aircraft, Cetera Financial Reporting, Manager, Strategic PlanningGroup, Countrywide Bank, Paramount Pictures and General Auditor. From 1977 to 1986, he served as a Senior Manager with Deloitte & Touche. Mr. Wright is a Certified Public Accountant and earnedHauteLook. He began his B.A. from the University of Pittsburgh and his MBA from the University of North Texas.

David L. Kunovic.  Mr. Kunovic joined Black Raven Energy, Inc. on October 1, 2010 as Vice President of Exploration managing all phases of geologic and geophysical exploration and development activity for the company. Mr. Kunovic has over 34 years of experiencecareer as an exploration geologist, including 11 years as President of Kachina Energy, Inc., managing geologic and geophysical projects for several independent oil companies. He has also held positions as Vice President of Exploration for Canyon Energy, Inc. from 1994 – 2000 managing all exploration activities for the Rocky Mountain region; Petroleum Incorporated from 1991 – 1994 as Exploration Manager for all US exploration; Newport Exploration from 1984 – 1991 as Exploration Manager Rocky Mountain region; Apache Corporation from 1980 – 1984 as Senior Geologist working the Powder River and Denver Basins and Union Texas Petroleum from 1978 – 1980 as geologist —  Rocky Mountain Basins. Mr. Kunovic holds a Bachelor’s degree in Geology from the University of Colorado and also completed Masters level course work in Environmental Engineering and Groundwaterassurance auditor at the University of Colorado.

Kent A. Roach.  Mr. Roach joined EnerJex in October 2014 as Executive Vice President of Engineering. In this role, Mr. Roach will focus on designing and executing a broad range of IOR and reservoir management related opportunities for both existing and future oil and gas assets. Additionally, he will provide technical guidance and oversight for multiple engineering and operational functions from an executive level. Prior to joining EnerJex, he worked primarily in reservoir engineering roles at Occidental, Exxon Mobil, and various other North American E&P companies. He has diverse subsurface experiences in reservoir simulation, geologic modeling, formation evaluation, pressure transient analysis, acquisitions and divestments, and reserve studies. His worldwide experience includes large-scale Middle East carbonate development planning, tight oil & gas deliverability and appraisal, unconventional shale plays, and exploration phase portfolio analysis. Mr. Roach holdsPriceWaterhouseCoopers. DiSiena earned a Bachelor of Science in Petroleum Engineeringdegree with honors from New York University, an MBA from Stanford University and a law degree from the University of Missouri-Rolla.Vanderbilt University. Mr. DiSiena, is both a retired CPA and attorney.

Executive

Summary Compensation

The following table sets forth summaryinformation is furnished for the Principal Executive Officer (“PEO”) of the Company or its subsidiaries and the two most highly-compensated executive officers (other than the principal executive officer) of the Company and its subsidiaries whose total compensation information for the fiscal year ended December 31, 2014, and2023, exceeded $100,000. These individuals are sometimes referred to in this proxy statement as the year ended December 31, 2013,“Named Executive Officers (“NEOs”).

Pay Versus Performance

In accordance with the SEC’s disclosure requirements pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act, regarding Pay Versus Performance (PVP), provided below is the Company’s PVP disclosures. As required by Item 402(v) for Smaller Reporting Companies, we have included a table that compares the total compensation of our chiefprincipal executive officer chief financial officer(“PEO”) and average other highly compensated executive officers. We did not have any other executive officers as of the end of 2013 or 2014, whose total compensation exceeded $100,000. We refer to these persons as our named executive officers elsewhere(“Non-PEO NEOs”), as presented in this report.the Summary Compensation Table (“SCT”), to Compensation Actually Paid (“CAP”). The table and disclosure below also compares CAP to our indexed TSR and GAAP Net Income.

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation.

Pay Versus Performance Table – Compensation Definitions

Salary, Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards,” with the table below describing the differences in how these awards are valued for purposes of SCT total and CAP.

Pay Versus Performance Table

In accordance with the SEC’s new PVP rules, the table below shows for 2023 and 2022 executive compensation actually paid to Mr. Barrett Mooney, our principal executive officer (our “PEO”); Mark DiSiena, Nicole Fernandez-McGovern and Michael O’Sullivan, the Company’s other named executive officers (our “non-PEO NEOs”):

20

	(1)																						The PEO (CEO) in the 2023 and 2022 reporting years is Mr. Mooney. The non-PEO NEOs in the 2023 reporting year are Mr. DiSiena, Ms. Fernandez-McGovern and Mr. O’Sullivan and in the 2022 reporting year are Ms. Fernandez-McGovern and Mr. O’Sullivan.
Name and Principal Position		Fiscal Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Robert G. Watson, Jr. President, Chief Executive Officer			2014			$	225,000			$				$	—			$	76,900			$	—			$	301,900
		(2)	2013The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the SCT Total with certain adjustments noted in the below table and described in footnote 5.
		$	225,000			$	35,000			$	—			$	76,900			$	—			$	336,900
Douglas M. Wright Chief Financial Officer			2014			$	168,000			$	—			$				$	95,800			$	—			$	263,800
		(3)	2013Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718, Compensation – Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of equity awards as of each grant date.
		$	150,000			$	—			$	132,000			$	53,200			$	—			$	335,200
David L. Kunovic(1) Executive Vice President, Exploration			2014			$	168,000			$	—			$	—			$	94,700			$	—			$	262,700
		(4)	2013				160,000				—								23,700								183,700	The total shareholder return (“TSR”) is calculated by taking the difference of the Company’s stock price from the beginning of the measurement period, December 31, 2021 at $31.40, and the ending of the measurement periods of December 31, 2022 and 2023 at $7.00 and $2.00, respectively; then dividing by the respective measurement period’s initial stock price.

We currently have three equity compensation plans, each

Employment Agreements of which has been approved by our stockholders. Any outstanding stock options issued under our prior equity compensation plans remainNamed Executive Officers

Mark DiSiena

Employment Arrangements for Mark DiSiena, Chief Financial Officer

Mr. Mark DiSiena was appointed as the Company’s principal financial and accounting officer and Interim Chief Financial Officer, effective in accordance with their terms. Officers (including officers who are membersas of October 13, 2023. On November 30, 2023, the Board of Directors of the boardCompany appointed Mr. DiSiena as Chief Financial Officer of directors)the Company, effective as of December 1, 2023 (the “Commencement Date”). Pursuant to an employment offer letter dated November 28, 2023 (the “Offer Letter”), directors, employeesMr. DiSiena shall receive an annual base salary of $275,000 and consultants area sign-on bonus in the form of restricted stock units (the “RSUs”) not to exceed $60,000 in total award value, with 50% of the RSUs to vest one year after Commencement Date, and the remainder to vest two years after Commencement Date. Mr. DiSiena will be eligible to receive options under our stock option plans.

These plans are intendedan annual performance-based bonus comprised of up to encourage directors, officers, employees$75,000 in cash and consultantsRSUs not to acquire ownership of common stock. The opportunity so provided is intended to fosterexceed $60,000 in participants a strong incentive to put forth maximum effort for our continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals in the future.

On December 31, 2010, we granted to Robert G. Watson, Jr., 60,000 options that vest ratably over a 48 month period and are exercisable at $6.00 per share. The termtotal award value, with 34% of the options is 5 years. The fair valuetotal RSU award to vest at the time of the options onaward date, 33% of the date of grant as calculated usingoriginal award amount to vest one year after the Black-Scholes model was $307,751, using the following weighted average assumptions: exercise price of $6.00 per share; common stock price of $6.00 per share; volatility of 128%; term of five years; dividend yield of 0%; interest rate of 1.95%. The amount recognized as expense in the year ended December 31, 2011 was $76,938,award date, and the amountremainder to vest two years after the award date. The performance bonus amounts each year will be determined at the sole discretion of expense to be recognized in future periods is $153,876.

On December 1, 2012, we granted 52,333 options that vest ratably every six months over a three year period to four employees of the Company. The fair value of the options on the date of the grant calculated using the Black-Scholes model was $167,032 using the following weighted average assumptions: exercise price of $10.50 per share; common stock price of $8.40 per share; volatility of 67%; term of three years; dividend yield of 0%; interest rate of .47%. The amount recognized as expense in the years ended

December 31, 2012, was $18,825 and the amount of expense to be recognized in future periods is $148,208. There were no options vested at December 31, 2012.

2000/2001 Stock Option Plan

The Board of Directors approved our 2000/2001 Stock Option Plan on September 25, 2000, and our stockholders ratified the plan.

Summary of the 2000/2001 Stock Option Plan

AdministrationCompany based upon an assessment of Plan; Board Authoritya combination of his achievement of designated personal goals and the Company reaching designated corporate goals.

Mr. DiSiena is provided with severance benefits in the event of termination without cause or for good reason, as defined in her amended employment offer letter. Upon execution of a severance agreement entered into between Mr. DiSiena and the Company, Mr. DiSiena will be entitled to Select Grantees and Determine Awards.  The Plan shall be administered by our boardthe following benefits: (i) three months of directors. The Board shall havebase salary, or if employed for over two years, then six months, paid in the power and authority to grant awards consistentform of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of three months or if employed for over two years, then six months, or if earlier, until the executive officer is eligible for group health insurance benefits from another employer.

Barrett Mooney

Departure as Chief Executive Officer and Chairman of the Board

On December 17, 2023, the Company received notice (the “Notice”) from Mr. Barrett Mooney, the Company’s Chief Executive Officer, that he has decided to depart the Company as Chief Executive Officer and Director to pursue another professional opportunity, effective December 31, 2023.

On January 17, 2022, Mr. Barrett Mooney, the Company’s Chairman of the Board and the Chief Executive Officer immediately preceding Mr. Michael Drozd, was reappointed to serve as the Chief Executive Officer of the Company and to continue in his role as Chairman of the Board.

Mr. Mooney had received an annual base salary of $380,000 per year, subject to annual performance reviews and revisions by and at the sole discretion of the Compensation Committee. In accordance with the 2022 Executive Compensation Plan, approved by the Compensation Committee, Mr. Mooney was eligible for an annual cash bonus of up to 35% of his then-current base salary and RSUs with a fair value of $350,000, based upon his performance as determined by certain metrics established by the Board and Mr. Mooney, for a total annual compensation of up to $863,000. Additionally, Mr. Mooney was entitled to receive a quarterly grant of 25,000 stock options at the fair market value of the Company’s Common Stock on the grant date, subject to the vesting provisions of the Company’s 2017 Omnibus Equity Plan. The board may delegate this authority

Mr. Mooney received his 2022 Executive Performance Award of $113,050 in cash bonus and the issuance of 297,500 restricted stock units (“RSUs”). Mr. Mooney resigned as Chief Executive Officer effective as of December 31, 2023 to pursue another opportunity.

Nicole Fernandez-McGovern

Departure as Chief Financial Officer

Mrs. Fernandez-McGovern served as the Company’s Chief Executive Officer until August 13, 2023. Mrs. Fernandez-McGovern was terminated for good cause under the terms of her employment Agreement.

On April 19, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved changes in the compensation of Ms. Fernandez-McGovern: (i) an additional one-time grant of 125,000 RSUs that will vest on a pro rata basis over one year subject to the terms of an RSU grant agreement, and (ii) an increase in the number of grants, on a quarterly basis, of non-qualified options from 15,000 to 25,000 shares of Company Common Stock subject to the terms of the Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Ms. Fernandez-McGovern’s then base salary and potential bonus payments did not change.

On June 14, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved the adoption of its 2021 Executive Bonus Plan pursuant to which, if all performance milestones related to the Company’s operational, financial and strategic targets were met, Ms. Fernandez-McGovern would be entitled to receive up to a maximum of an additional $44,000 in cash bonus and 285,000 RSUs.

On November 12, 2021, the Board, in connection with the 2021 senseFly Acquisition and the 2021 executive compensation committeeplan, approved a spot bonus of cash bonus of $10,000 and 75,000 RSUs to Mrs. Fernandez-McGovern.

On February 7, 2022, Mrs. Fernandez-McGovern’s annual salary was increased from $220,000 to $300,000, effective retroactively to January 1, 2022, and received a 2021 Executive Bonus Award of $10,000 in cash bonus and the issuance of 62,500 RSUs.

Mrs. Fernandez-McGovern was eligible to receive the following:(i) an annual cash bonus of up to 35% of her then-current base salary and RSUs with a fair value of up to $300,000, based upon achievement of the board.performance milestones established in the 2022 Executive Compensation Plan. (ii) a service-based bonus, comprised of a cash bonus of $50,000 and RSUs with a fair value of $50,000, which was payable in October 2022, and (iii) a quarterly grant of 25,000 stock options at the fair market value of the Company’s Common Stock on the grant date, vesting over two years, and exercisable for a period of five years.

Stock Issuable Under

Mrs. Fernandez-McGovern received her 2022 Executive Performance Award comprising of $99,750 in cash bonus and the Plan; Mergers; Substitutions.  The total numberissuance of options that can be granted285,000 RSUs in January 2023.

Michael O’Sullivan

Departure as Chief Commercial Officer

On June 20, 2023, the Company delivered notice of termination to Michael O’Sullivan, the Company’s Chief Commercial Officer, which termination was scheduled for September 20, 2023, subject to further extension as required under the applicable laws of Switzerland, where Mr. O’Sullivan is located and was employed. Mr. O’Sullivan’s termination was effective on December 8, 2023.

On April 11, 2022, Michael O’Sullivan was appointed as the Company’s Chief Commercial Officer, Mr. O’Sullivan had an annual base salary of 250,000 CHF per year, subject to annual performance reviews and revisions by and at the sole discretion of the Compensation Committee. In accordance with the 2022 Executive Compensation Plan and as approved by the Compensation Committee, Mr. O’Sullivan was eligible to receive an annual cash bonus of up to 30% of his then-current base salary and RSUs with a fair value of up to 150,000 CHF, based upon achievement of the performance milestones established in the 2022 Executive Compensation Plan. Mr. O’Sullivan was entitled to a service-based bonus, comprised of a cash bonus of 87,500 CHF and RSUs with a fair value of 87,500 CHF. Upon execution of his employment agreement with the Company, Mr. O’Sullivan was immediately granted RSUs with a fair value of 43,750 CHF, as part of his service-based bonus. The remaining RSUs with a fair value of 43,750 CHF and the cash payment of 87,500 CHF which vested in October 2022. In addition, Mr. O’Sullivan was entitled to receive a quarterly grant of 10,000 stock options at the fair market value of the Company’s Common Stock on the grant date, vesting over two years, and exercisable for a period of five years.

On January 4, 2023, the Company’s Board of Directors, upon recommendation of the Compensation Committee, approved for Mr. O’Sullivan, his 2022 Executive Performance Award comprising of $55,344 in cash bonus and the issuance of 57,500 RSUs. On December 22, 2023, the Company granted its former chief commercial officer 28,996 RSUs as part of the resignation agreement.

Company 2017 Omnibus Equity Incentive Plan

The 2017 Omnibus Equity Plan (the “Plan”) is a comprehensive incentive compensation plan is 13,333 sharesunder which the Company can grant equity-based and all such shares were previously grantedother incentive awards to officers, employees and directors of, and consultants and advisers to, the former chief executive officer, C. Stephen Cochennet. On August 3, 2009, we exchanged these outstanding options for 13,333 sharesCompany The purpose of restricted common stock. Therefore, all 13,333 shares reserved for issuance under this plan are available again for issuance.

Eligibility.  Grantees under the Plan will beis to help the Company attract, motivate and retain such officers, directors, full or part-time employees,persons and other key persons (including consultants and prospective employees)thereby enhance shareholder value. The Plan provides for the grant of us and our subsidiaries, if any, asawards which are selected from time to time by the board in its sole discretion.

Stock Options.  Anyincentive stock option granted under the Plan shall be in such form as the board may from time to time approve. Stock options granted under the Plan may be(“ISOs”), non-qualified stock options (“NQSOs”), unrestricted shares, restricted shares, RSUs, performance stock, performance units, SARs, tandem stock appreciation rights, distribution equivalent rights, or any combination of the foregoing, to key management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely Company employees or employees of the Company’s subsidiaries are eligible for incentive stock option awards). The Company currently has reserved a total of 750,000 shares of common stock for issuance as or under awards to be made under the Plan.

Types of Stock Awards

The Plan provides for the grant of incentive stock options and non-qualified stock options. IncentiveStock options may be granted to employees, including officers, non-employee directors and consultants of the Company or its affiliates, except that incentive stock options may be granted only to employeesemployees.

Share Reserve

The aggregate number of us or any subsidiaryshares of Common Stock that have been reserved for issuance under the Plan is a “subsidiary corporation” within the meaning of Section 424(f)750,000. As of the Code.

Exercise Price.  Non-qualifiedRecord Date, there are 554,736 awards granted under the Plan, of which 158,362 awards have been canceled due to termination of employment, leaving 353,626 shares of Common Stock remaining for future issuance under the Plan. If a stock optionsoption award expires, terminates, is canceled or is forfeited for any reason, the number of shares subject to the stock option award will again be available for issuance. In addition, if stock awards are settled in cash, the share reserve will be grantedreduced by the boardnumber of directors with an option price not less than 85% of the fair market value of the shares of common stock with a value equal to which the non-qualifiedamount of the cash distributions as of the time that such amount was determined and if stock options are exercised using net exercise, the share reserve will be reduced by the gross number of shares of common stock subject to the exercised portion of the option.

Administration

The Board or a duly authorized committee thereof, has the authority to administer the Plan. Subject to the terms of the Plan, the Board or the authorized committee, referred to herein as the committee, determines recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock option relates onawards, including the dateperiod of grant. In no event mayexercisability and vesting schedule applicable to a stock option award. Subject to the optionlimitations set forth below, the committee will also determine the exercise price with respectand the types of consideration to an incentivebe paid for the award. The committee has the authority to modify outstanding awards under the Plan. The committee has the authority to adopt, alter and repeal administrative rules, guidelines and practices governing the Plan and to perform all other acts, including delegating administrative responsibilities, as it deems advisable to construe and interpret the terms and provisions of the Plan and any stock option award granted under the Plan. Decisions and interpretations or other actions by the committee are in the discretion of the committee and are final binding and conclusive on the Company and all participants in the Plan.

Stock Options

Incentive stock options and non-qualified stock options are granted pursuant to stock option plan be less thanaward agreements adopted by the fair market valuecommittee. The committee determines the exercise price for a stock option, within the terms and conditions of such common stock. However the Plan, provided that the exercise price shall not be less than 110% of the fair market value per share on the date of the grant(i) in the case of a grant of any NQSO or an individual then owningISO to a key employee who at the time of the grant does not own stock representing more than 10%ten percent (10%) of the total combined voting power of all classes of our stock of the corporation.

Option Term.  Each option granted under the stock option plan will be assigned a time period for exercising not to exceed ten years after the date of the grant. Certain other restrictions will apply in connection with this plan when some awards may be exercised. Generally, all options under this plan terminate 90 days after a change of control if the option holder is terminated other than for cause.

Amendments and Termination.  The board may, at any time, amend or discontinue the Plan. We must obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422subsidiary, one hundred percent (100%) of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate the Plan if doing so would impair the rights of any holder, unless both the holder and the Plan’s administrator agree in writing and sign the writing. The 2000 – 2001 Plan terminated on September 25, 2010, and no further options will be granted under this plan after that date.

The 2002 – 2003 Stock Option Plan/Stock Incentive Plan

The Board of Directors approved the EnerJex Resources, Inc. Stock Option Plan on August 1, 2002 (the “2002 – 2003 Stock Option Plan”). We had previously granted 15,900 options under this plan. On August 3, 2009, we exchanged all 15,900 outstanding options for 3,980 shares of our restricted common stock. In addition, we granted 10,116 shares of restricted common stock under the Stock Incentive Plan to employees for fiscal 2009 bonuses and 3,953 shares to our officers and directors for the prior rescission of stock options in fiscal 2008.

Summary of the 2002/2003 Stock Option Plan

Administration of Plan; Board Authority to Select Grantees and Determine Awards.  The Plan shall be administered by our board of directors. The Board shall have the power and authority to grant awards consistent with the terms of the Plan.

Stock Issuable Under the Plan.  Originally, the total number of options that could be granted under the 2002 – 2003 Stock Option Plan was not to exceed 26,666 shares. In September 2007, our stockholders approved a proposal to amend and restate the 2002 – 2003 Stock Option Plan to increase the number of shares issuable to 66,666. On October 14, 2008, our stockholders approved a proposal to amend and restate the 2002 – 2003 Stock Option Plan to (i) rename it the EnerJex Resources, Inc. Stock Incentive Plan (the “Stock Incentive Plan”), (ii) increase the maximum number of shares of our common stock that may be issued under the Stock Incentive Plan from 66,666 to 83,333, and (iii) add restricted stock as an eligible award that can be granted under the Stock Incentive Plan.

Eligibility.  Grantees under the Plan will be such officers, directors, full or part-time employees, and other key persons (including consultants and prospective employees) of us and our subsidiaries, if any, as are selected from time to time by the board in its sole discretion.

Stock Options.  Any stock option granted under the Plan shall be in such form as the board may from time to time approve. Stock options granted under the Plan may be non-qualified stock options or incentive stock options. Incentive stock options may be granted only to employees of us or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.

Exercise Price.  Non-qualified stock options will be granted by the committee with an option price equal to the fair market value of the sharesa share of common stock to which the non-qualified stock option relates on the date of grant. The governance, compensation and nominating committee may, in its discretion, determine to price the non-qualified option at a different price. In no event may the option price with respect to an incentive stock option granted under the plans be less than the fair market value of such common stock to which the incentive stock option relatesas determined on the date the incentive stock option award is granted. However the price of an incentive stock option will not be less than 110% of the fair market value per share on the date of the grantgranted; (ii) in the case of a grant of an individual then owningISO to a key employee who, at the time of grant, owns stock representing more than 10%ten percent (10%) of the total combined voting power of all classes of our classesstock or of stock.

Option Term.  Eachany subsidiary, one hundred ten percent (110%) of the fair market value of a share of common stock, as determined on the date the stock option award is granted. The fair market value of the common stock for purposes of determining the exercise price shall be determined by the committee in accordance with any reasonable method of valuation consistent with applicable requirements of Federal tax law, including, as applicable, the provisions of Code Section 422(c)(8) and 409A as applicable. Stock options granted under the Plan will become exercisable at the rate specified by the committee and may be exercisable for restricted stock, if determined by the committee.

The committee determines the term of stock options granted under the Plan, up to a maximum of ten years. The option holder’s stock option planagreement shall provide the rights, if any, that such holder has to exercise the stock option at such time that such holder’s service relationship with us, or any of our affiliates, ceases for any reason, including disability, death, with or without cause, or voluntary resignation. All unvested stock option awards are forfeited if the participant’s employment or service is terminated for any reason, unless our compensation committee determines otherwise.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be assigneddetermined by the committee and may include (i) check, bank draft or money order, or wire transfer, (ii) if the company’s common stock is publicly traded, a time period for exercising not to exceed ten years after the date of the grant. Certainbroker-assisted cashless exercise, or (iii) such other restrictions will apply in connection with this plan when some awardsmethods as may be exercised. Generally, all options under this plan terminate 90 days after a changeapproved by the committee, including without limitation, the tender of control ifshares of our common stock previously owned by the option holder is terminated other than for cause.or a net exercise of the option.

Restricted Stock.  Restricted stock

Unless the committee provides otherwise, options generally are not transferable except by will, have full dividend, votingthe laws of descent and other ownership rights, unless otherwise indicated in the applicable award agreement pursuant to which it is granted. If any dividends or distributions are paid in shares of common stock during the restricted period, the applicable award agreementdistribution. The committee may provide that a non-qualified stock option may be transferred to a family member, as such shares will be subject toterm is defined under the same restrictions asapplicable securities laws.

Tax Limitations on Incentive Stock Options

The aggregate fair market value, determined at the restrictedtime of grant, of our common stock with respect to incentive stock options that are exercisable for the first time by an option holder during any calendar year may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as non-qualified stock options. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (ii) the term of the incentive stock option does not exceed five years from the date of grant.

Adjustments for Changes in Capital Structure and other Special Transactions

In the event of a stock dividend, stock split, or recapitalization, or a corporate reorganization in which they were paid.we are a surviving corporation (and our shareholders prior to such transaction continue to own at least 50% of our capital stock after such transaction), including without limitation a merger, consolidation, split-up or spin-off, or a liquidation, or distribution of securities or assets other than cash dividends, the number or kinds of shares subject to the Plan or to any stock option award previously granted, and the exercise price, shall be adjusted proportionately by the committee to reflect such event.

Amendments

In the event of a merger, consolidation, or other form of reorganization with or into another corporation (other than a merger, consolidation, or other form of reorganization in which we are the surviving corporation and our shareholders prior to such transaction continue to own at least 50% of the capital stock after such transaction), a sale or transfer of all or substantially all of the assets of the Company or a tender or exchange offer made by any corporation, person or entity (other than an offer made by us), all stock options held by any option holder shall be fully vested and exercisable by the option holder.

Furthermore, the committee, either before or after the merger, consolidation or other form of reorganization, may take such action as it determines in its sole discretion with respect to the number or kinds of shares subject to the Plan or any option under the Plan.

Amendment, Suspension or Termination.  

The boardcommittee may at any time amend, or discontinue the Plan. We must obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate any and all parts of the Plan, if doing soany stock option award granted under the Plan, or both in such respects as the committee shall deem necessary or desirable, except that no such action may be taken which would impair the rights of any option holder unless both the holder and the Plan’s administrator agree in writing and sign the writing. As amended, the 2002 – 2003 plan terminated on August 1, 2012, and no options will be granted under this plan after that date.

The 2013 Stock Incentive Plan

Our board of directors and stockholders have approved and adopted the EnerJex Resources, Inc., 2013 Stock Incentive Plan, which we refer to herein as the “Plan.”

Summary of the Plan

The following is a summary of certain principal features of the Plan.

Administration of Plan; Board Authority to Select Grantees and Determine Awards.  The Plan shall be administered by our board of directors. The Board shall have the power and authority to grant awards consistent with the terms of the Plan. The board may delegate this authority to a compensation committee of the board.

Stock Issuable Under the Plan; Mergers; Substitutions.  The number of shares of stock initially reserved and available for issuance under the Plan shall be 333,300 shares, subject to adjustment as provided in Section 3.1(b) of the Plan. Pursuant to Section 3.1(b), we will increase the number of shares reserved and set aside specially on each January 1^st by the lowest of the following: (i) five percent (5.0%) of the number of shares of stock issued and outstanding on the immediately preceding December 31^st, (ii) 33,333 shares, or (iii) such lesser number of shares as is determined by the board. For purposes of this limitation, the shares of stock underlying any awards that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the Plan. Subject to such overall limitations, shares of stock may be issued up to such maximum number pursuantrespect to any type or types of award. The shares available for issuance under the Plan may be authorized but unissued shares of stock or shares of stock reacquired by us.

Eligibility.  Grantees under the Plan will be such officers, directors, full or part-time employees, and other key persons (including consultants and prospective employees) of us and our subsidiaries, if any, as are selected from time to time by the board in its sole discretion.

Stock Options.  Any stock option award previously granted under the Plan shall be in such form as the board may from time to time approve. Stock options granted under the Plan may be non-qualified stock options or incentive stock options. Incentive stock options may be granted only to employees of us or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.

Exercise Price.  The exercise price per share for the stock covered by a stock option shall be determined by the board at the time of grant but shall not be less than 100% of the fair market value on the date of grant. In the case of an incentive stock option that is granted to a 10% owner,without the option price of such Incentive stock option shall be not less than 110% of the fair market value on the grant date.holder’s consent.

Option Term.  The term of each stock option shall be fixed by the board, but no stock option shall be exercisable more than 10 years after the date the stock option is granted. In the case of an incentive stock option that is granted to a 10% owner, the term of such stock option shall be no more than 5 years from the date of grant.

Unrestricted and Restricted Stock Awards.  The board may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the board) an unrestricted stock Award or restricted stock award under the Plan. Unrestricted stock awards and restricted stock awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

Amendments and Termination.  The board may, at any time, amend or discontinue the Plan. We must obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Internal Revenue Code or other applicable law, including the requirements of any exchange or quotation system on which our common stock is listed or quoted. Such plan amendments are subject to approval by our stockholders entitled to vote at a meeting of stockholders. We may not amend, alter, suspend, or terminate the Plan if doing so would impair the rights of any holder, unless both the holder and the Plan’s administrator agree in writing and sign the writing. The 2013 plan terminates on June 6, 2023, and no options will be granted under this plan after that date.