RESCISSION OF OPTION GRANT
RESCISSION
OF OPTION GRANT
This
Rescission Agreement (“Agreement”) is dated as of November 17, 2008 between
EnerJex Resources, Inc., a Nevada corporation (“EnerJex”) and C. Xxxxxxx
Xxxxxxxxx, an individual (“Grantee”).
WITNESSETH:
WHEREAS,
on August 1, 2008 (the “Option Issuance Date”) EnerJex agreed to grant an option
to Grantee to purchase 75,000 shares of EnerJex’s common stock. 30,000 of which
vested immediately and expire on July 31, 2011. The remaining 45,000 options
were to vest based on the following schedule: 10,000 options on July 1, 2009;
15,000 options on July 1, 2010; and 20,000 options on July 1, 2011. The options
were to be exercisable for a three year term following each respective vesting
date at a price of $6.25 (collectively the “Option”);
WHEREAS,
due to mutual mistake concerning the financial effect arising from the issuance
of the Option, EnerJex wishes to rescind the Option (the “Rescission”),
retroactive nunc pro tunc, and effective as of the Option Issuance
Date;
NOW,
THEREFORE, in consideration of these recitals, the Option is hereby rescinded
and abrogated.
1. This
Rescission shall be effected on or before November 18, 2008 by the return of the
Option to EnerJex by Grantee duly endorsed.
2.
EnerJex and Grantee each agree to execute and deliver timely such other
documents or agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Rescission and the
consummation of the transactions contemplated hereby.
3. The
laws of the State of Nevada apply to this Agreement, without deference to the
principles of conflicts of law. Both jurisdiction and venue for any litigation
pursuant to this Agreement shall be proper in the courts of Nevada.
4. This
Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter of this Agreement and supersedes and
terminates all prior and/or contemporaneous understandings and/or discussions
between the parties, whether written or verbal, express or implied, relating in
any way to the subject matter of this Agreement.
5. If the
law does not allow a provision of this Agreement to be enforced, such
unenforceable provision shall be amended to become enforceable and reflect the
intent of the parties, and the rest of the provisions of this Agreement shall
remain in effect.
6. The
failure of any party, in any instance, to insist upon strict enforcement of the
provisions of this Agreement shall not be construed to be a waiver or
relinquishment of enforcement in the future, and the terms of this Agreement
shall continue to remain in full force and effect.
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7. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one in the
same instrument. Confirmation of execution by electronic transmission of a
facsimile signature shall be binding on the confirming party.
IT
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
EnerJex:
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By:
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Xxxxxxx
X. Xxxxx, CFO
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Grantee:
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C.
Xxxxxxx
Xxxxxxxxx
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