
²	~~Options were issued pursuant~~The remainder of these restricted shares will vest 2,500 per month until June 1, 2016, subject generally to ~~our Non-Qualified Stock Option Plan.~~ continued employment by the recipient during the two‑year period following the grant date.


³	The ~~exercise price~~remainder of these nonqualified stock options will vest in increments of 350,000 shares upon the first four anniversaries of the ~~options varies between $2.50 and $7.36 per share. The options expire at various dates between July 2020 and June 2023.~~grant date, subject generally to continued employment by the recipient during the four‑year period following the grant date.


⁴	The remainder of these restricted shares will vest in increments of 50,000 shares upon the first four anniversaries of the grant date, subject generally to continued employment by the recipient during the four‑year period following the grant date.


⁵	The remainder of these restricted shares will vest in full on the second anniversary of the grant date, subject generally to continued employment by the recipient during the three‑year period following the grant date.


⁶	The remainder of these restricted shares will vest in full on the first anniversary of the grant date, subject generally to continued employment by the recipient during the one‑year period following the grant date.


⁷	The remainder of these restricted shares will vest in two equal increments on the second and third anniversaries of the grant date, subject generally to continued employment by the recipient during the three‑year period following the grant date.


⁸	The remainder of these restricted shares will vest in two equal increments on the first and second anniversaries of the grant date, subject generally to continued employment by the recipient during the two‑year period following the grant date.


⁹	The remainder of these nonqualified stock options will vest in increments of 20,000 shares upon the fourth and fifth anniversaries of the grant date, subject generally to continued employment by the recipient during the five‑year period following the grant date.


¹⁰	The remainder of these nonqualified stock options will vest in increments of 25,000 shares upon the third and fourth anniversaries of the grant date, subject generally to continued employment by the recipient during the four‑year period following the grant date.


¹¹	The remainder of these nonqualified stock options will vest in increments of 20,000 shares upon the third, fourth and fifth anniversaries of the grant date, subject generally to continued employment by the recipient during the five‑year period following the grant date.

Option ~~exercises~~Exercises and ~~stock vested table~~Stock Vested

The following table shows information concerning the stock options exercised and stock awards vested during the fiscal year ended August 31, ~~2014~~2015 by the persons named below:

Option Awards Stock Awards
Number of Shares Acquired on Exercise
Value Realized on Exercise
($) ¹
Number of Shares Acquired on Vesting
Value Realized on Vesting
($) ¹

Edward Holloway - - 7,500 97,000
William E. Scaff - - 7,500 97,000
Frank L. Jennings - - 20,000 227,000
Craig D. Rasmuson - - - -
Valerie S. Dunn - - 13,750 65,000



	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)¹	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)¹
Mr. Holloway	—	—	30,000	351,250
Mr. Scaff, Jr.	—	—	30,000	351,250
Mr. Peterson	—	—	50,000	572,500
Mr. Henderson	—	—	—	—
Mr. Jennings	—	—	20,000	228,800
Mr. Rasmuson	—	—	20,000	244,600


¹	For option awards, the value realized is the difference between the fair market value of our common stock at the time of exercise and the exercise price. For stock awards, the value realized is based on the closing price of our common stock on the vesting date.

Potential Payments Upon Termination or Change in Control

Employment Agreements

We currently maintain executive employment agreements with all of our named executive officers with the exception of Mr. Henderson. The employment agreement for each executive officer sets forth their job title and responsibilities, compensation, restrictive covenants, and the consequences of certain terminations of employment, including upon a change of control. As part of the engagement of the Compensation Consultants, the Company will be reviewing and evaluating all employment agreements currently in place with its named executive officers to ensure market competitiveness and that the provisions therein generally align with market best practices.

Ed Holloway, Co-Chief Executive Officer. Mr. Holloway’s employment agreement commenced on June 1, 2013 and expires on May 31, 2016. Upon Mr. Holloway’s death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Holloway through the last day of the month in which his death occurs or in which his employment is terminated due to disability. In the event of his termination for “cause” (as defined below), Mr. Holloway is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Holloway for cause or for disability and an arbitrator determines that the termination was improper, Mr. Holloway is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a “constructive termination” (as defined below) other than a “change of control” (as defined below), Mr. Holloway may terminate his employment upon

not less than 30 days’ notice. In the event of a constructive termination following a change of control, Mr. Holloway may terminate his employment upon not less than 30 days’ notice and is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits that would otherwise be payable pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Holloway will become fully vested upon a constructive termination (whether or not followed by his termination of employment), and the expiration date of any options that would expire within 6 months after the constructive termination will be extended to the date that is 12 months after the date of the constructive termination. Mr. Holloway’s employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter.

William E. Scaff, Jr., Co-Chief Executive Officer and Treasurer. Mr. Scaff’s employment agreement commenced on June 1, 2013 and expires on May 31, 2016. Upon Mr. Scaff's death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Scaff through the last day of the month in which his death occurs or in which his employment is terminated due to disability. In the event of his termination for “cause” (as defined below), Mr. Scaff is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Scaff for cause or for disability and an arbitrator determines that the termination was improper, Mr. Scaff is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a “constructive termination” (as defined below) other than a “change of control” (as defined below), Mr. Scaff may terminate his employment upon not less than 30 days’ notice. In the event of a constructive termination following a change of control, Mr. Scaff may terminate his employment upon not less than 30 days’ notice and is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits that would otherwise be payable pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Scaff will become fully vested upon a constructive termination (whether or not followed by his termination of employment), and the expiration date of any options that would expire within 6 months after the constructive termination will be extended to the date that is 12 months after the date of the constructive termination. Mr. Scaff’s employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter.

Lynn A. Peterson, President. Mr. Peterson’s employment agreement commenced on May 27, 2015 and expires on May 31, 2020. Upon Mr. Peterson’s death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Peterson through the last day of the month in which his death occurs or in which his employment is terminated due to disability, and any unvested equity grants and stock options will become immediately exercisable. In the event of his termination for “cause” (as defined below), Mr. Peterson is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Peterson for cause or for disability and an arbitrator determines that the termination was improper, Mr. Peterson is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event the Company terminates Mr. Peterson’s employment other than for cause or due to his death or disability and not in connection with or within 12 months following a change in control (as defined below), the Company will pay to Mr. Peterson a lump sum amount equal to two times Mr. Peterson’s annual salary (as in effect at the time of termination) plus Mr. Peterson’s most recent bonus (the “Termination Payment”), and all of Mr. Peterson’s unpaid or unvested equity grants and stock options will be immediately vested. In the event of a “constructive termination” (as defined below) other than in connection with or within 12 months following a change in control, Mr. Peterson may terminate his employment upon not less than 30 days’ notice, will be entitled to receive the Termination Payment, and all of his unpaid or unvested restricted stock awards and option awards will be immediately vested. In the event of a change of control, if the Company terminates Mr. Peterson’s employment without the occurrence of a “cause” event on or before the first anniversary of the change of control and not due to Mr. Peterson’s death or disability, the Company will pay to Mr. Peterson a lump sum amount equal to three times Mr. Peterson’s annual salary (as in effect at the time of termination) plus Mr. Peterson’s most recent bonus. All of Mr. Peterson’s unpaid or unvested equity grants and stock options shall be immediately vested upon a change of control (whether or not followed by his termination of employment), and the expiration date of any options which would expire within 6 months after the constructive termination will be extended to the date that is the earlier to occur of 12 months after the date of the constructive termination or the tenth anniversary of the

date of grant. In addition, upon a change of control and Mr. Peterson’s termination of employment, he will receive the value of 18 months of COBRA premiums in a cash lump sum. The termination payments provided in the employment agreement are subject to modification as necessary to comply with Section 409A of the Code. The termination payments described above (other than those payable in connection with a change of control) are subject to Mr. Peterson’s execution of a release agreement reasonably acceptable to the Company and are not payable in the event of a material breach of the employment agreement by Mr. Peterson. Mr. Peterson’s employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter. The employment agreement also contains a non-competition provision which is applicable during the term of the employment agreement and for one year thereafter and restricts Mr. Peterson from being employed by or owning an interest in any company which competes with the Company and from owning an interest in any property located within 50 miles of any property owned or under consideration by the Company, subject to certain exceptions. During his term of employment, the Company agrees to nominate Mr. Peterson for election to the Board.

Frank L. Jennings, Chief Accounting Officer. Mr. Jennings’ employment agreement commenced on March 7, 2014 and expires on May 31, 2016. Upon Mr. Jennings’ death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Jennings through the last day of the month in which his death occurs or in which his employment is terminated due to disability, and any unvested equity grants and stock options will become immediately exercisable. In the event of his termination for “cause” (as defined below), Mr. Jennings is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Jennings for cause or for disability and an arbitrator determines that the termination was improper, Mr. Jennings is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a “constructive termination” (as defined below) other than a “change of control” (as defined below), Mr. Jennings may terminate his employment upon not less than 30 days’ notice. In the event of a constructive termination following a change of control, Mr. Jennings may terminate his employment upon not less than 30 days’ notice and is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits that would otherwise be payable pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Jennings will become fully vested upon a constructive termination (whether or not followed by his termination of employment). If Mr. Jennings retires during the term of the employment agreement after attaining the age of 70, any unvested equity grants and stock options will become immediately exercisable and may be exercised for a period of one year. Mr. Jennings’ employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter. The employment agreement also contains a non-competition provision that is applicable during the term of the employment agreement and for one year thereafter and restricts Mr. Jennings from being employed by or owning an interest in any company which competes with the Company and from owning an interest in any property located within 50 miles of any property owned or under consideration by the Company, subject to certain exceptions.

Craig Rasmuson, Chief Operating Officer. Mr. Rasmuson’s employment agreement commenced on February 1, 2014 and expires on February 1, 2017. Upon Mr. Rasmuson’s death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Rasmuson through the last day of the month in which his death occurs or in which his employment is terminated due to disability, and any unvested equity grants and stock options will become immediately exercisable. In the event of his termination for “cause” (as defined below), Mr. Rasmuson is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Rasmuson for cause or for disability and an arbitrator determines that the termination was improper, Mr. Rasmuson is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a “constructive termination” (as defined below) other than a “change of control” (as defined below), Mr. Rasmuson may terminate his employment upon not less than 30 days’ notice. In the event of a constructive termination following a change of control, Mr. Rasmuson may terminate his employment upon not less than 30 days’ notice and is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits which would otherwise be payable pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Rasmuson will become fully vested upon a constructive termination (whether or not followed by his

termination of employment). If Mr. Rasmuson retires during the term of the employment agreement after attaining the age of 70, any unvested equity grants and stock options will become immediately exercisable and may be exercised for a period of one year. Mr. Rasmuson’ employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter. The employment agreement also contains a non-competition provision which is applicable during the term of the employment agreement and for one year thereafter and restricts Mr. Rasmuson from being employed by or owning an interest in any company which competes with the Company and from owning an interest in any property located within 50 miles of any property owned or under consideration by the Company, subject to certain exceptions.

Estimated Termination and Change in Control Benefits

The following table ~~shows~~quantifies the ~~weighted average exercise price~~benefits that would have been received by our named executive officers had they experienced a termination of ~~the outstanding options granted pursuant to our Non-Qualified Stock Option Plan or otherwise~~employment under various circumstances as of August 31, ~~2014.~~2015 under the terms of their employment agreements in effect on such date:

Plan Category Available Securities to be Issued Upon Exercise of Outstanding Options Weighted-Average Exercise Price of Outstanding Options

Non-Qualified Stock Option Plan 2,167,000 $ 5.94



Name	Payment Type	Termination Upon Death or Disability ($)	Termination for Cause ($)	Certain Terminations in Violation of Agreement(1)($)		Certain Terminations upon or after a Change of Control(2)($)
Mr. Holloway	Cash Payment	—	—	749,925		999,900
	Equity³	—	—	214,800		241,650
	TOTAL⁴	—	—	964,725		1,241,550

Mr. Scaff, Jr.	Cash Payment	—	—	749,925		999,900
	Equity³	—	—	214,800		241,650
	TOTAL⁴	—	—	964,725		1,241,550

Mr. Peterson	Cash Payment	—	—	1,200,000	⁵	1,800,000
	Equity³	2,148,000	—	2,148,000		2,148,000
	COBRA	—	—	—		11,934
	TOTAL⁴	2,148,000	—	3,348,000		3,959,934

Mr. Henderson⁶	Cash Payment	—	—	—		—
	Equity³	—	—	—		—
	TOTAL⁴	—	—	—		—

Mr. Jennings	Cash Payment	—	—	187,500		250,000
	Equity³	429,600	—	429,600		429,600
	TOTAL⁴	429,600	—	617,100		679,600

Mr. Rasmuson	Cash Payment	—	—	354,167		354,167
	Equity³	1,619,100	—	1,574,700		1,619,100
	TOTAL⁴	1,619,100	—	1,928,867		1,973,267

~~Grants of Plan-Based Awards~~


¹	Termination in Violation of Agreementrefers to a termination event in whichthe Company terminates an executive officer in breach of the “for cause” or disability termination provisions of the employment agreement. Except where otherwise noted, amounts shown reflect base salary for the remainder of the employment term and do not include discretionary bonuses.


²	Termination upon or after a Change of Control refers to a constructive termination occurring simultaneously with or following a Change of Control for the periods described in the employment agreements.


³	Equity amounts based on the closing price of our common stock on the NYSE MKT on August 31, 2015 of $10.74


⁴	Does not include the value of continued benefits under employee benefit plans, if applicable.


⁵	Amount reflects the contractual severance payment in the event of a termination not for cause.


⁶	Mr. Henderson is not party to an employment agreement with the Company.

Equity Compensation Plan Information

The following table ~~provides~~summarizes information related to our equity compensation plans under which our equity securities are authorized for issuance as of August 31, 2015.




Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (#)	Weighted-Average Exercise Price of Outstanding Options and Rights ($)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#)
Equity compensation plans approved by security holders
2011 Non-Qualified Stock Option Plan	4,176,500	$	9.29	384,500
2011 Incentive Stock Option Plan	—	—		2,000,000
2011 Stock Bonus Plan	632,500	N/A		723,937
Equity compensation plans not approved by security holders	—	—		—
Total	4,809,000			3,108,437

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and footnotes show information as of October 19, 2015 regarding the beneficial ownership of our common stock by:

each shareholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock;

each member of the Board and each of our named executive ~~officers regarding annual~~officers; and ~~long-term incentive award opportunities:~~

Grant of Plan-Based Awards
Name Grant date All other stock awards: Number of shares of stock or units All other option awards: Number of securities underlying options Exercise or base price of option awards Grant date fair value of stock and option awards
Edward Holloway 6/23/2014 60,000 - - $ 819,600
Co-Chief Executive Officer

William E. Scaff, Jr. 6/23/2014 60,000 - - $ 819,600
Co-Chief Executive Officer

Frank L. Jennings 6/4/2014 60,000 - - $ 682,200
Chief Financial Officer

Craig D. Rasmuson 6/4/2014 60,000 - - $ 682,200
Chief Operating Officer

Valerie S. Dunn 6/4/2014 30,000 - - $ 341,100
Secretary

~~Compensation~~all members of ~~Directors During~~ the ~~Year Ended August 31, 2014~~Board and our executive officers as a group.

~~On June 23, 2014,~~Unless otherwise indicated in the ~~Company's directors approved~~footnotes to this table and subject to community property laws where applicable, we believe that each of the ~~following compensation arrangements~~shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, the address for each person set forth in the ~~Company's directors:~~table is 1625 Broadway, Suite 300, Denver, Colorado 80202.

In calculating the number of shares beneficially owned by each person and the percentage owned by each person, we have assumed that all shares issuable upon exercise of options or the vesting of stock awards within 60 days of October 19, 2015 are beneficially owned by that person. The total number of shares outstanding used in calculating the percentage owned includes these shares.



Name of Beneficial Owner	Number of Common Shares Beneficially Owned		Percentage of Outstanding Common Shares Beneficially Owned

Named Executive Officers:
Edward Holloway	3,000,199		2.9	%
William E. Scaff, Jr.	2,975,199		2.8	%
Lynn A. Peterson	400,000	¹	0.4	%
James P. Henderson	—		—	%
Frank L. Jennings	200,133	²	0.2	%
Craig D. Rasmuson	248,540	³	0.2	%

Non-Employee Directors:
Rick Wilber	708,019		0.7	%
Raymond McElhaney	280,725		0.3	%
Bill Conrad	215,031		0.2	%
R.W. Noffsinger	193,425		0.2	%
George Seward	2,116,614		2.0	%
Jack Aydin	18,036		—	%

All directors and named executive officers as a group (12 individuals)	10,355,921	⁴	9.8	%

·	~~each non-employee Board member will be granted 5,000~~
¹	Shares beneficially owned include 350,000 shares subject to options exercisable within 60 days of October 19, 2015.


²	Shares beneficially owned include 150,000 shares subject to options exercisable within 60 days of October 19, 2015.


3	Shares beneficially owned include 225,000 shares subject to options exercisable within 60 days of October 19, 2015.


⁴	Shares beneficially owned include 725,000 shares of ~~the Company's~~ common stock ~~per year; and~~subject to options issued to named executive officers that are exercisable or issuable within 60 days of October 19, 2015.

·	~~each non-employee Board member will be paid an annual retainer of $80,000 payable in cash or shares of the Company's common stock.~~

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

~~Prior to June 23, 2014,~~Section 16(a) of the ~~compensation package for Directors included an annual retainer~~Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of ~~$50,000, payable in cash or shares~~a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and holders of more than 10% of the common stock atare required by SEC rules to furnish the ~~election~~Company with copies of all Section 16(a) reports they file. If requested, the Company assists its officers and directors in complying with the reporting requirements of Section 16(a) of the director, plus committee fees of $4,000 for the Compensation Committee, $6,000 for the Acquisitions Committee and $8,000 for the Audit Committee. Committee Chairmen receive an additional $2,000 per year.Exchange Act.

~~The following table shows~~Based solely on a review of the ~~compensation paid or accrued~~reports furnished to ~~our directors during the year ended August 31, 2014 (in thousands):~~

Name
Fees Earned or
Paid in Cash

Stock
Awards¹

Option
Awards
Total

Rick Wilber $ 54 $ 148 — $ 202
Raymond McElhaney 142 68 — 210
Bill Conrad 144 68 — 212
R.W. Noffsinger 144 68 — 212
George Seward 136 68 — 204
Jack Aydin 40 105 — 145
Total $ 660 $ 525 — $ 1,185

¹	~~The fair value of stock issued for services computed in accordance with ASC 718.~~

~~Compensation Committee~~

~~During the year ending August 31, 2014,~~ the Company had a Compensation Committee which was comprised of Rick Wilber, Raymond McElhaney, Bill Conrad and R.W. Noffsinger. During the year ended August 31, 2014, the Compensation Committee met twice via teleconference. All members of the Compensation Committee attended these meetings.

~~During the year ended August 31, 2014, no director of~~or on written representations from reporting persons that all reportable transactions were reported, the Company ~~was also an executive officer of another entity, which had an executive officer of the Company serving as a director of such entity or as a member of the compensation committee of such entity.~~

~~The Company’s Board of Directors has adopted a written charter for the compensation committee, a copy of which can be found on the Company’s website at: www.syrginfo.com.~~

~~The following is the report of the Compensation Committee:~~

The key components of the Company’s executive compensation program include annual base salaries and long-term incentive compensation consisting of stock options and awards of shares of our common stock. It is the Company’s policy to target compensation (i.e., base salary, stock option grants and other benefits) at approximately the median of comparable companies in the oil and gas exploration and development industry. Accordingly, data on compensation practices followed by other companies in the oil and gas exploration and development industry is considered.

The Company’s long-term incentive program consists exclusively of periodic grants of stock options with an exercise price equal to the fair market value of the Company’s common stock on the date of grant and awards of shares of our common stock. Decisions made regarding the timing and size of option grants take into account the performance of both the Company and the employee, “competitive market” practices, and the size of the option grants and stock awards made in prior years. The weighting of these factors varies and is subjective.

The Compensation Committee considered the results of the most recent shareholder advisory vote on executive compensation in determining compensation policies and decisions. During the year ending August 31, 2014, the compensation paid to the Company’s executive officers was based on their employment contracts.

~~The foregoing report has been approved by the members of the Compensation Committee:~~

~~Rick Wilber~~

~~Raymond McElhaney~~

~~Bill Conrad~~

~~R.W. Noffsinger~~

~~Audit Committee~~

During the year ended August 31, 2014, the Company had an Audit Committee comprised of Raymond McElhaney, Bill Conrad and R.W. Noffsinger. All members of the Audit Committee are independent as independence is defined by Section 803 of the NYSE MKT’s Listing Standards. R.W. Noffsinger serves as the audit committee’s financial expert. The purpose of the Audit Committee is to review and approve the selection of the Company’s independent registered public accounting firm and review the Company’s financial statements with the Company’s independent registered public accounting firm.

~~During~~believes that, during the fiscal year ended August 31, ~~2014,~~2015, the ~~Audit Committee met on six occasions, five~~Company’s officers and directors and owners of ~~which were via teleconference. All members~~more than 10% of the ~~Audit Committee attended these meetings.~~Company’s common stock timely filed all reports they were required to file under Section 16(a) of the Exchange Act.

OTHER MATTERS

The ~~following~~Board is not aware of any other matters that are to be presented at the Annual Meeting, and it has not been advised that any other person will present any other matters for consideration at the meeting. If other matters should properly come before the Annual Meeting, the shareholders present, or the persons, if any, authorized by a valid proxy to vote on their behalf, will vote on such matters in accordance with their judgment.

SHAREHOLDER PROPOSALS

Any proposal that a shareholder wishes to include in the Company’s Proxy Statement for the 2016 annual meeting of stockholders must be received by the Company at its principal office on or prior to July 12, 2016, and must be submitted in compliance with SEC Rule 14a-8. Proposals should be addressed to:

Synergy Resources Corporation

Attention: Corporate Secretary

1625 Broadway, Suite 300

Denver, CO 80202

Pursuant to SEC Rule 14a-4(c)(1), if our Corporate Secretary receives any shareholder proposal at the address listed above after September 23, 2016 that is intended to be presented at the 2016 annual meeting of shareholders without inclusion in the Proxy Statement for the meeting, the proxies designated by the Board will have discretionary authority to vote on such proposal.

HOUSEHOLDING INFORMATION

The SEC permits companies and intermediaries (such as brokers and banks) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report to those shareholders. This process, which is commonly referred to as “householding,” is intended to reduce the volume of duplicate information shareholders receive and reduce expenses for companies. Both the Company and some of our intermediaries may be householding our proxy materials and annual report. Once you have received notice from your broker or another intermediary that they will be householding materials sent to your address, householding will continue until you are notified otherwise or until you revoke your consent. Should you wish to receive separate copies of our annual report and proxy statement in the future, we will promptly deliver a separate copy of each of these documents to you if you send a written request to us at our address appearing on the cover of this Proxy Statement, to the attention of ourcorporate secretary. If you hold your shares through an intermediary that is householding and you want to receive separate copies of our annual report and proxy statement in the future, you should contact your bank, broker or other nominee.

By Order of the ~~Audit Committee:~~Board of Directors,



/s/ Ed Holloway			/s/ William E. Scaff, Jr.
Ed Holloway			William E. Scaff, Jr.
Co-Chief Executive Officer			Co-Chief Executive Officer
November 9, 2015			November 9, 2015

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF COMMON STOCK OF THE COMPANY, ON WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2015, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. COPIES MAY BE OBTAINED BY WRITING TO: SYNERGY RESOURCES CORPORATION, CORPORATE COMMUNICATIONS, 1625 BROADWAY, SUITE 300, DENVER, CO 80202.

Appendix A

Synergy Resources Corporation

2015 Equity Incentive Plan

A-1

SYNERGY RESOURCES CORPORATION

2015 EQUITY INCENTIVE PLAN


1.	PURPOSE OF PLAN

The ~~Audit Committee reviewed~~purpose of this 2015 Equity Incentive Plan (this “Plan”) of Synergy Resources Corporation, a Colorado corporation (the “Corporation”), is to promote the success of the Corporation and ~~discussed~~to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees, directors, and other eligible persons through the ~~Company’s audited financial statements for~~grant of equity awards and certain cash compensation.


2.	ELIGIBILITY

The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the ~~year ended August 31, 2014~~Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the ~~Company’s management. The Audit Committee also discussed~~offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the ~~Company’s independent registered public accounting firm~~Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other entity controlled by the ~~matters required to be discussed by Statement on Accounting Standards (SAS) No. 114 “The Auditor's Communication With Those Charged With Governance.~~Corporation directly or indirectly through one or more intermediaries; and “Board” In addition, the Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by PCAOB (Public Company Accounting Oversight Board) standards, and had discussed with the Company’s independent registered public accounting firm the independent registered public accounting firm’s independence.

~~Based on the review and discussions referred to above, the Audit Committee recommended to~~means the Board of Directors ~~that~~of the ~~audited financial statements~~Corporation.


3.	PLAN ADMINISTRATION

3.1The Administrator. This Plan shall be ~~included~~administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such other number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to determine the Eligible Persons who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the ~~Company’s Annual Report on Form 10-K for the year ended August 31, 2014 for filing with the Securities and Exchange Commission.~~

~~During the year ended August 31, 2014, the Company paid EKS&H LLLP, the Company’s independent registered public accounting firm, fees for professional services rendered for the audit~~bylaws of the ~~Company’s annual financial statements and~~Corporation or the ~~reviews~~applicable charter of ~~the financial statements included in the Company’s Form 10-Q reports for the fiscal year and all regulatory filings. The Audit Committee is~~any Administrator: (a) a majority of ~~the opinion that these fees are consistent with maintaining its independence from the Company.~~

~~The foregoing report has been approved by~~ the members of the ~~Audit Committee:~~

~~Raymond McElhaney~~

~~Bill Conrad~~

~~R.W. Noffsinger~~

~~The Company’s Board~~acting Administrator shall constitute a quorum, and (b) the affirmative vote of ~~Directors has adopted a written charter for the Audit Committee, a copy of which can be found on the Company’s website at www.syrginfo.com.~~

~~Certain Relationships and Related Transactions~~

~~Any transaction between the Company and related parties must be approved by~~ a majority of the ~~Company’s disinterested~~members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the acting Administrator.

With respect to awards intended to satisfy the requirements for performance‑based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), this Plan shall be

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administered by a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely of independent directors (as defined by the rules of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee consisting solely of independent directors.

3.2Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive awards under this Plan;

(b) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards;

(c) approve the forms of award agreements (which need not be identical either as to type of award or among participants);

(d) construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g) adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in

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such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Section 162(m) of the Code and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance‑based compensation under Section 162(m) of the Code, and provided that in no case (except due to an adjustment contemplated by Section 7) shall the terms of any outstanding awards be amended (by amendment, cancellation and regrant, or other means) to reduce the per share exercise or base price of any outstanding stock option or stock appreciation right or other award granted under this Plan, or be exchanged for cash, other awards or stock option or stock appreciation rights with an exercise price that is less than the per share exercise price of the original stock option or stock appreciation rights, without stockholder approval, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;

(h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section 7;

(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and

(k) determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined.

3.3Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law, the Corporation’s certificate of incorporation and bylaws, as the same may be amended from time to time, or under any directors and officers liability insurance coverage or written indemnification agreement with the Corporation that may be in effect from time to time.

3.4Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.

3.5Delegation of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority to officers of the Corporation as set forth in Section 3.1, the Administrator may also delegate

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ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.


4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT

4.1Shares Available. Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock. For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation, par value $0.001 per share, and such other securities or property as may become the subject of awards under this Plan pursuant to an adjustment made under Section 7.1.

4.2Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) may not exceed 4,500,000 shares of Common Stock.

The foregoing Share Limit is subject to adjustment as contemplated by Section 7.1 and Section 8.10.

4.3Awards Settled in Cash, Reissue of Awards and Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate counting and to avoid double counting (as, for example, in the case of tandem or substitute awards) as it may deem necessary or desirable in its sole discretion. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a substantial risk of forfeiture. Accordingly, to the extent that an award under the Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, or otherwise terminated without delivery of shares to the participant, the shares retained by or returned to the Corporation will not be deemed to have been delivered under the Plan and will be deemed to remain or to become available under this Plan. Notwithstanding the foregoing, shares that are withheld from such an award or separately surrendered by the participant in payment of the exercise price or taxes relating to such an award, and the total number of shares subject to the exercised portion of an SAR (regardless of the actual lesser of number shares delivered to the Participant), shall be deemed to have been issued hereunder and shall reduce the number of shares remaining available for issuance under the Plan. The foregoing adjustments to the Share Limit of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.

4.4Reservation of Shares; No Fractional Shares. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan.


5.	AWARDS

5.1Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

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5.1.1Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5. Options may only be granted to Eligible Persons for whom the Corporation would be deemed to be an “eligible issuer of service recipient stock,” as defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E).

5.1.2Additional Rules Applicable to ISOs. To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

5.1.3Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted as specified in the applicable award agreement (the “base price”). The maximum term of a SAR shall be ten (10) years. SARs may only be granted to Eligible Persons for whom the Corporation would be deemed to be an “eligible issuer of service recipient stock,” as defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E).

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5.1.4Restricted Stock.

(a) Restrictions. Restricted stock is Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable award agreement relating to the restricted stock, a participant granted restricted stock shall have all of the rights of a stockholder of the Corporation, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Administrator).

(b) Certificates for Shares. Shares of restricted stock granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing restricted stock are registered in the name of the participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such restricted stock, that the Corporation retain physical possession of the certificates, and that the participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted stock. The Administrator may require that shares of restricted stock are held in escrow until all restrictions lapse.

(c) Dividends and Splits. As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit a participant to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock or applied to the purchase of additional awards under this Plan or held in escrow by the Corporation unless and until the related shares of restricted stock become vested. Unless otherwise determined by the Administrator, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property has been distributed.

5.1.5Restricted Stock Units.

(a) Grant of Restricted Stock Units.A restricted stock unit, or “RSU”, represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one share of Common Stock or, if specified in the applicable award agreement, the Fair Market Value of one share of Common Stock paid in cash. The ~~Company leases its headquarters, a field office~~vesting or payment of an award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and ~~an equipment storage yard under a twelve month lease agreement with HS Land & Cattle, LLC (“HSLC”). HSLC is controlled by Ed Holloway~~such other terms and ~~William Scaff, Jr.,~~conditions as the ~~Company’s Co-Chief Executive Officers. The current lease terminates on June 30, 2015. Historically,~~Administrator may determine, subject to the ~~lease has been renewed annually.~~provisions of this Plan.

~~The Company has a program~~(b) Dividend Equivalent Accounts. If (and only if) required bythe applicable award agreement, prior to ~~acquire undeveloped mineral interests in several Colorado and Nebraska counties. George Seward, a member~~the expiration of the ~~Company’s board~~applicable vesting period of ~~directors, agreed~~an RSU, the Administrator shall pay dividend equivalent rights with respect to ~~lead~~RSUs, in which case the Corporation shall establish an account for the participant and reflect in that ~~program.~~account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject

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to the same vesting conditions as the RSU to which it relates. The participant shall rights to be paid the amounts or other property credited to such account upon vesting of the RSU.

(c) Rights as a Stockholder.Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable award agreement, each participant receiving RSUs shall have no rights as a stockholder of the Corporation with respect to such RSUs until such time as shares of Common Stock are issued to the participant. In the ~~aggregate,~~event an RSU is settled in cash, the participant receiving RSUs shall never receive stockholder rights with respect to such award. No shares of Common Stock shall be issued at the time a RSU is granted, and the Corporation will not be required to set aside a fund for the payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under an RSU, if any, shall be treated as issued on the first date that the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock (or the settlement of an RSU in cash) under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

5.1.6Cash Awards. The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant cash bonuses (including without limitation, discretionary awards, awards based on objective or subjective performance criteria, awards subject to other vesting criteria or awards granted consistent with Section 5.2 below). Cash awards shall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

5.1.7Other Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

5.2Section 162(m) Performance‑Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair Market Value of a share of Common Stock at the date of grant (“Qualifying Options” and “Qualifying SARs,” respectively) typically will be, granted as awards intended to satisfy the requirements for “performance‑based compensation” within the meaning of Section 162(m) of the Code (“Performance‑Based Awards”). The grant, vesting, exercisability or payment of Performance‑Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation on a consolidated basis or for one or more of the Corporation’s Subsidiaries, segments, divisions or business units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market indices. Any Qualifying Option or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance‑based compensation” under Section 162(m) of the Code. Any other Performance‑Based Award shall be subject to all of the following provisions of this Section 5.2.

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5.2.1Class; Administrator. The eligible class of persons for Performance‑Based Awards under this Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance‑Based Awards or making any certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance‑based compensation under Section 162(m) of the Code.

5.2.2Performance Goals. The specific performance goals for Performance‑Based Awards (other than Qualifying Options and Qualifying SARs) shall be based on such business criteria as selected by the Administrator in its sole discretion (“Business Criteria”) from the following: (1) total shareholder return; (2) net revenues (3) return on total stockholders’ equity; (4) earnings per share of Company Stock; (5) net income (before or after taxes); (6) return on assets; (7) return on investment; (8) return on capital; (9) economic value added; (10) operating budget or margin; (11) contribution margin; (12) earnings (adjusted or non-adjusted) from continuing operations; levels of expense, cost or liability; (13) earnings (adjusted or non-adjusted) before all or any interest, taxes, depreciation, amortization and/or exploration expense (“ EBIT ”, “ EBITA ”, “ EBITDA ” or “ EBITDAX ”); (14) debt reduction; (15) market share; (16) reserve growth; (17) reserve replacement; (18) production growth; (19) finding/development costs; (20) lease operating expense; (21) captured prospects; (22) prospecting licenses signed; (23) operated prospects matured to drill ready; (24) drilling programs commenced; (25) drillable prospects, capabilities and critical path items established; (26) third-party capital sourcing; (27) captured net risked resource potential; (28) acquisition cost efficiency; (29) stock price; (30) acquisitions of oil and gas interests; (31) increases in proved, probable or possible reserves; (32) finding and development costs; (33) overhead costs; (34) general and administration expense; (35) any combination of, or a specified increase or decrease of one or more of the foregoing over a specified period; (36) such other criteria as the stockholders of the Company ~~has leased approximately 240,000 net mineral acres~~may approve; and (37) any combination of the foregoing. To qualify awards as performance‑based under Section 162(m) of the Code, the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals (“targets”) must be established and approved by the Administrator during the first 90 days of the performance period (and, in the ~~area.~~case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets; provided that the Administrator shall make all adjustment with the intent that they not adversely affect the qualification of any compensation payable under such performance targets as “performance‑based compensation” under Section 162(m) of Code. The ~~Company agreed~~applicable performance measurement period may not be less than 3 months nor more than 10 years.

5.2.3Form of Payment. Grants or awards intended to ~~compensate~~qualify under this Section 5.2 may be paid in cash or shares of Common Stock or any combination thereof.

5.2.4Certification of Payment. Before any Performance‑Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs) is paid and to the ~~persons,~~extent required to qualify the award as performance‑based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance‑Based Award were in fact timely satisfied.

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5.2.5Reservation of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual awards granted under this Section 5.2 including ~~Mr. Seward, who assisted~~the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise.

5.2.6Expiration of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator’s authority to grant new awards that are intended to qualify as performance‑based compensation within the meaning of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation’s stockholders that occurs in the ~~acquisition effort.~~fifth year following the year in which the Corporation’s stockholders first approve this Plan (the “162(m) Term”).

5.2.7Compensation Limitations. The ~~compensation is~~maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed 4,500,000 shares of Common Stock. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted during any single fiscal year during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may not exceed 750,000 shares of Common Stock. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based Awards granted pursuant to Sections 5.1.6 (cash awards) during any single fiscal year during the 162(m) Term may not exceed $3,000,000.

5.3Award Agreements. Each award (other than cash awards described in Section 5.1.6) shall be evidenced by a written or electronic award agreement in the form approved by the Administrator and, if required by the Administrator, executed or accepted by the recipient of the award. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation (electronically or otherwise). The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.

5.4Deferrals and Settlements. Payment of awards may be in the form of ~~restricted~~cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares of Common Stock or the ~~Company’s common stock.~~ settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

~~Amounts received~~5.5Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by ~~Mr. Seward are summarized in~~means of any lawful consideration as determined by the Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following ~~table:~~methods:

services rendered by the recipient of such award;

For the years ended August 31,
2014 2013 2012

Restricted shares of common stock 15,883 74,941 188,137
Value of restricted common stock (in thousands) $ 106 $ 217 $ 491

~~In addition, some~~cash, check payable to the order of the ~~mineral interests were leased from Mr. Seward. The following table summarizes~~Corporation, or electronic funds transfer;

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notice and third party payment in such manner as may be authorized by the ~~net acres leased from Mr. Seward,~~Administrator;

the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;

by a reduction in the number of ~~restricted common~~ shares ~~issued~~otherwise deliverable pursuant to ~~him,~~the award; or

subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

In the event that the Administrator allows a participant to exercise an award by delivering shares of Common Stock previously owned by such participant and unless otherwise expressly provided by the ~~value~~Administrator, any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of ~~those~~a stock option or otherwise) must have been owned by the participant at least six months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award by any method other than cash payment to the Corporation.

5.6Definition of Fair Market Value. For purposes of this Plan “Fair Market Value” of a share of Common Stock, as of a date of determination, shall mean (i) the closing sales price per share of Common Stock on the U.S. national securities exchange or over-the-counter market on which such stock is principally traded on the date of the ~~transaction:~~grant of such award or (ii) if the shares of Common Stock are not then listed on any national securities exchange or traded in an over-the-counter market or the value of such shares is not otherwise determinable, such value as reasonably determined by the Administrator in good faith and, to the extent necessary, in accordance with the requirements of Section 409A of the Code.

5.7Transfer Restrictions.

5.7.1Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

5.7.2Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.

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5.7.3Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

(a) transfers to the Corporation,

(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator,

(d) subject to any applicable limitations on ISOs, if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

(e) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.

5.8International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.


6.	EFFECT OF TERMINATION OF SERVICE ON AWARDS

6.1Termination of Employment.

6.1.1Administrator Determination. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award agreement otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.1.2Stock Options and SARs. For awards of stock options or SARs, unless the award agreement provides otherwise, the exercise period of such options or SARs shall expire: (1) three months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary (providedhowever, that in the event of the participant’s death during this period, those persons entitled to exercise the option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (2) in the case of a participant whose termination of employment is due to death or disability (as defined in the applicable award agreement), 12 months after the last day that the participant is

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employed by or provides services to the Corporation or a Subsidiary; and (3) immediately upon a participant’s termination for “cause.” The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a participant’s termination is for “cause.”

The term “cause” shall have the meaning assigned to such term in any individual employment or severance agreement or award agreement with the participant or, if no such agreement exists or if such agreement does not define “cause,” cause shall mean (i) participant’s act(s) of gross negligence or willful misconduct in the course of participant’s employment by the Corporation or any of its Subsidiaries that is or could reasonably be expected to be materially injurious to the Corporation or any of its Subsidiaries, (ii) willful failure or refusal by participant to perform in any material respect his or her duties or responsibilities, (iii) misappropriation by participant of any assets of the Corporation or any of its Subsidiaries, (iv) embezzlement or fraud committed by participant, or at his or her direction, and (v) participant’s conviction of, or pleading “guilty” or “ no contest” to a felony under state or federal law.

For the years ended August 31,
2014 2013 2012

Net acres under lease 4,844 2,263 -
Restricted shares of common stock 40,435 22,202 -
Value of restricted common stock (in thousands) $ 313 $ 91 -
6.1.3Restricted Stock and RSUs. For awards of restricted stock, unless the award agreement provides otherwise, shares of restricted stock that are subject to restrictions at the time that a participant whose employment or service is terminated shall be forfeited and reacquired by the Corporation; provided however, the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to shares of restricted stock shall be waived in whole or in part in the event of a termination of employment or service, and the Administrator may in other cases waive in whole or in part the forfeiture of shares of restricted stock. Similar rules shall apply in respect of RSUs.

6.2Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3 months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the award agreement.

6.3Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status.

7.ADJUSTMENTS; ACCELERATION

7.1Adjustments. Upon or in contemplation of (a) any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”), (b) any merger, arrangement, combination, consolidation, or other reorganization, (c) any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or

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property), or (d) any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock, the Administrator shall in such manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the Share Limit), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, (5) the compensation limitations under Section162(m) of the Code set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards (provided that no adjustment shall be allowed to the extent inconsistent with the requirements under Section 162(m) of the Code), and (6) the non-employee director compensation limitations set forth in Section 9, below. Any adjustment made pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant.

7.2Change in Control. The Administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a Change in Control, or upon any other event or other circumstance related to the Change in Control, such as an involuntary termination of employment occurring after such Change in Control, as the Administrator may determine. Notwithstanding the foregoing, in the event the Administrator does not make appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the Change in Control, then each then-outstanding option and SAR shall automatically become fully vested, all shares of restricted stock and restricted stock units then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall automatically become vested in full (assuming all performance targets have been achieved at 100% of target) and payable to the holder of such award.

For purposes of this Plan, “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% or more of the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with Sections (c)(1), (2) and (3) below;

(b) Individuals who, as of the effective date of the Plan, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or

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nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination, except to the extent that the ownership in excess of more than 50% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above.

No compensation that has been deferred for purposes of Section 409A of the Code shall be payable as a result of a Change in Control unless the Change in Control qualifies as a change in ownership or effective control of the Corporation within the meaning of Section 409A of the Code.

7.3Early Termination of Awards. Any award that has been accelerated as required or permitted by Section 7.2 upon a Change in Control (or would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation of such award and provided that, in the case of options and SARs that will not survive, be substituted, assumed, exchanged, or otherwise continued in the transaction, the holder of such award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event).

The Administrator may make provision for payment in cash or property (or both) in respect of awards terminated pursuant to this Section as a result of the Change in Control and may adopt such valuation methodologies for outstanding awards as it deems reasonable and, in the case of options, SARs or similar

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rights, and without limiting other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

7.4Other Acceleration Rules. Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal and stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30 days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an award if an event giving rise to the acceleration does not occur. Notwithstanding any other provision of the Plan to the contrary, the Administrator may override the provisions of Section 7.2, 7.3, and/or 7.5 by express provision in the award agreement or otherwise. The portion of any ISO accelerated pursuant to Section 7.2 or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

7.5Possible Rescission of Acceleration. If the vesting of an award has been accelerated expressly in anticipation of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested awards; provided, that, in the case of any compensation that has been deferred for purposes of Section 409A of the Code, the Administrator determines that such rescission will not likely result in the imposition of additional tax or interest under Section 409A of the Code.


8.	OTHER PROVISIONS

8.1Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2Future Awards/Other Rights. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

8.4Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in

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any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5Tax Withholding. Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shall have the right at its option to:

(a) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or

(b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.

8.6Effective ~~January 1, 2012,~~Date, Termination and Suspension, Amendments.

8.6.1Effective Date and Termination. This Plan was approved by the ~~Company commenced processing revenue~~Board and shall become effective upon approval by the stockholders at the Company’s next Annual Meeting (the “Effective Date”). Unless earlier terminated by the Board, this Plan shall terminate at the close of business ten years after the date on which it was approved by the Board. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

8.6.2Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

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8.6.3Stockholder Approval. To the extent then required by applicable law or any applicable stock exchange or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this Plan shall be subject to approval by the stockholders of the Corporation.

8.6.4Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2(g).

8.6.5Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change of or affecting any outstanding award shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

8.7Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly provided herein, no adjustment will be made for dividends or other rights as a stockholder of the Corporation for which a record date is prior to such date of delivery.

8.8Governing Law; Construction; Severability.

8.8.1Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State in which the Corporation is incorporated.

8.8.2Severability. If a court of competent jurisdiction holds any provision of this Plan invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.8.3Plan Construction.

(a) Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

(b) Section 162(m). Awards under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee

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composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance‑based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any other Performance‑Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) of the Code will qualify as performance‑based compensation or otherwise be exempt from deductibility limitations under Section 162(m) of the Code.

(c) Compliance with Section 409A of the Code. The Board intends that, except as may be otherwise determined by the Administrator, any awards under the Plan will be either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an award, award agreement, acceleration, adjustment to the terms of an award, payment, distribution, ~~payments~~deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a participant’s award to become subject to Section 409A, unless the Administrator expressly determines otherwise, such award, award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Administrator without the consent of or notice to the participant. Notwithstanding the foregoing, neither the Corporation nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any participant under Section 409A and neither the Corporation nor the Administrator will have any liability to any participant for such tax or penalty.

(d) No Guarantee of Favorable Tax Treatment. Although the Corporation intends that awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Corporation does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Corporation shall not be liable to any participant for any tax, interest or penalties the participant might owe as a result of the grant, holding, vesting, exercise or payment of any award under the Plan.

8.9Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10Stock‑Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock‑based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion

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applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that ~~own~~become employed by the Corporation or one of its Subsidiaries in connection with a ~~mineral interest~~business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any applicable stock exchange.

8.11Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

8.12No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the ~~wells which it operates. Payments to mineral interest owners included payments to entities controlled by three~~capital structure or business of the ~~Company’s directors, Ed Holloway, William Scaff Jr, and George Seward. The royalty payments made to directors~~Corporation or ~~their affiliates totaled $292,000 for~~any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ~~year ended August 31, 2014, $304,000 for~~ownership of the ~~year ended August 31, 2013 and $196,000 for~~Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the ~~year ended August 31, 2012.~~capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~8.13Other Corporation Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.

8.14Non-Competition, Code of Ethics and Clawback Policy. By accepting awards and as a condition to the exercise of awards and the enjoyment of any benefits of the Plan, including participation therein, each participant agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements acceptable to the Administrator and the Corporation’s code of ethics policy and other policies applicable to such participant as is in effect from time to time. Awards shall be subject to any clawback policy adopted by the Corporation from time to time.


9.	DIRECTOR COMPENSATION PROVISIONS

9.1Plan Exclusive Vehicle for Non-Employee Director Cash and Equity Compensation. All cash and equity compensation paid or provided to the Corporation’s non-employee directors shall be awarded under the terms and conditions of this Plan.

A-20

9.2Non-Employee Director Compensation. Non-employee directors may be awarded any of the types of awards described in Section 5 above for which they are eligible under the terms and conditions of Section 5, above.

9.2.1Cash Awards. Cash awards (as described in Section 5.1.6) may take any form determined by the Administrator in its sole and absolute discretion, including, but not limited to, retainers, committee fees, chairperson fees, per meeting fees, and special fees for committee service. In no event shall Cash awards paid to any non-employee director exceed $400,000 in any fiscal year.

9.2.2Equity Awards. Equity Awards (described in Sections 5.1.1, 5.1.3, 5.14. 5.1.5, and 5.1.7) may take any form determined by the Administrator in its sole and absolute discretion, provided, however, that in no event shall awards granted to an non-employee director in any fiscal year cover more than 50,000 shares of Common Stock (with the number of shares covered by awards determined based on the maximum number of shares potentially issuable pursuant to such awards).

~~The~~As adopted by the Board of Directors ~~has selected EKS&H LLLP, an independent registered public accounting firm, to audit the books and records~~ of ~~the Company for the fiscal year ending August 31,~~Synergy Resources Corporation on October __, 2015. EKS&H LLLP served as the Company’s independent registered public accounting firm for the fiscal years ended August 31, 2014, 2013 and 2012. A representative of EKS&H LLLP is expected to be present at the shareholders’ meeting.

~~For each of the three years ended August 31, 2014, 2013 and 2012, fees paid or accrued to EKS&H, LLLP were (in thousands):~~

Year Ended August 31
2014 2013 2012
Audit Fees 275 220 175
Audit-Related Fees 42 84 42
Tax Fees 66 65 41
All Other Fees 50 25 —
Total Fees 433 394 258

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements, our system of internal control over financial reporting and the reviews of the financial statements included in our Form 10-Q and Form 10-K reports. Audit-related fees include amounts billed for the review of our registration statement on Form S-3 and the audits of the historical financial statements of companies acquired. All other fees represent due diligence activities performed on our behalf. Prior to contracting with EKS&H to render audit or non-audit services, each engagement was approved by our audit committee. TheCompany’s Board of Directors is of the opinion that the audit fees charged by EKS&H LLLP are consistent with EKS&H LLLP maintaining its independence from the Company.

A-21

Appendix B

Synergy Resources Corporation

~~AVAILABILITY~~Amended Articles of Incorporation

B-1

AMENDED AND RESTATED ARTICLES OF ~~ANNUAL REPORT ON FORM 10-K~~INCORPORATION

The Company’s Annual Report on Form 10-K for the year ending August 31, 2014 will be sent to any shareholder of the Company upon request. Requests for a copy of this report should be addressed to the Secretary of the Company at 20203 Highway 60, Platteville, Colorado 80651.

~~SHAREHOLDER PROPOSALS~~

Any shareholder proposal which may properly be included in the proxy solicitation material for the annual meeting of shareholders following the Company’s year ending August 31, 2015 must be received by the Secretary of the Company no later than September 1, 2015.

~~GENERAL~~

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with solicitation of proxies will be paid by the Company including any additional solicitation made by letter, telephone or telegraph. Failure of a quorum to be present at the meeting will necessitate adjournment and will subject the Company to additional expense. The Company’s annual report, including financial statements for the 2014 fiscal year, is included in this mailing.

The Company’s Board of Directors does not intend to present and does not have reason to believe that others will present any other items of business at the annual meeting. However, if other matters are properly presented to the meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.

~~Please complete, sign and return the attached proxy promptly.~~

~~PROXY~~OF

SYNERGY RESOURCES CORPORATION

~~This Proxy is solicited by the Company’s Board of Directors~~

~~The undersigned shareholder of~~ Synergy Resources Corporation, ~~acknowledges receipt~~a corporation organized and existing under the laws of the ~~Notice~~State of Colorado (the “Corporation”), hereby certifies that these restated Articles of Incorporation restate the existing terms of the ~~Annual Meeting~~Articles of ~~Shareholders~~Incorporation of the Corporation and have been duly approved by the Corporation without the necessity of shareholder approval pursuant to Section 7-110-107 of the Colorado Business Corporation Act and have been further amended and restated as of December 15, 2015.

ARTICLE I.Name: The name of the Corporation is Synergy Resources Corporation.

ARTICLE II. Duration. The Corporation shall have perpetual duration.

ARTICLE III.Capital Structure.

Section 1. Authorized Capital. The total number of shares of all classes which the Corporation shall have authority to issue is 210,000,000 310,000,000 of which 10,000,000 shall be ~~held January 21, 2015, at 10:00 am. Mountain Time, at~~Preferred Shares, par value $.01 per share, and 200,000,000 300,000,000 shall be Common Shares, par value $.001 per share, and the ~~Greeley Country Club, 4500 West 10th Street, Greeley, CO 80634~~designation, preferences, limitations and ~~hereby appoints Ed Holloway and William E. Scaff, Jr., each with the power~~relative rights of ~~substitution, as Attorney and Proxy to vote all~~ the shares of each class are as set forth below.

Section 2. Preferred Shares. Shares of Preferred Stock may be divided into such series as may be established, from time to time, by the ~~undersigned~~Board of Directors. The Board of Directors, from time to time, may fix and determine the designation and number of shares of any series and the relative rights and preferences of the shares of any series so established as to distinguish the shares thereof from the shares of all other series. The Board of Directors is also authorized, within limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

Section 3. Common Shares.

A. The rights of holders of Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors of the Corporation providing for the issuance of one or more series of the Preferred Shares.

B. The holders of the Common Shares shall be entitled to one vote for each Common Share held by them of record at ~~said annual meeting~~the time for determining the holders thereof entitled to vote.

ARTICLE IV.Voting by Shareholders

Section 1. Cumulative Voting. Cumulative voting shall not be allowed in the election of ~~shareholders~~directors of the Corporation and every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has a right to vote.

Section 2. Denial of Preemptive Rights. No shareholder of the Corporation shall by reasons of his holding shares of any class or series have any preemptive or preferential rights to purchase or subscribe

B-2

to any shares of any class or series of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class or series now or hereafter to be authorized, whether or not the issuance of any such shares or notes, debentures, bonds or other securities would adversely effect the dividend or voting rights of such shareholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time, may grant, and at ~~all adjournments thereof, hereby ratifying~~such price as the Board of Directors, in its discretion, may fix; and ~~confirming all that said Attorney and Proxy~~the Board of directors, if otherwise authorized by the provisions of these Articles of Incorporation may doissue shares of any class or ~~cause~~series of the Corporation or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class or series, without offering any such shares of any class or series either in whole or in part to the existing shareholders of any class or series.

Section 3. Action by Written Consent. Any action required or permitted by the Colorado Business Corporation Act to be ~~done by virtue hereof. The above named Attorney and Proxy is instructed~~taken at a shareholders’ meeting may be taken without a meeting if the shareholders holding shares having not less than the minimum number of votes that would be necessary to ~~vote~~authorize or take such action at a meeting at which all of the ~~undersigned's~~ shares ~~as follows:~~

~~(1)~~

~~To elect the persons who shall constitute Synergy Resources Corporation’s Board of Directors for the ensuing year;~~

oentitled to vote thereon were present and voted, consent to such action in writing. ~~FOR all nominees listed below (except as marked to the contrary below)~~

o ~~WITHHOLD AUTHORITY to vote for all nominees listed below~~

~~(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)~~

~~Nominees: Ed Holloway William E. Scaff, Jr. Rick A. Wilber Raymond E. McElhaney Bill M. Conrad~~

~~George Seward R.W. Noffsinger III Jack Aydin~~

~~(2)~~Section 4. Quorum. The presence of one-third of the votes entitled to be cast on any matter by a voting group constitutes a quorum of that voting group for action on the matter.

ARTICLE V. Limitations on Director Liability. To ~~ratify~~ the ~~appointment of EKS&H LLLP~~fullest extent permitted by the Colorado Business Corporation Act as the ~~Company’s independent registered public accounting firm~~same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, so long as such director acted in good faith.

B-3

IN WITNESS WHEREOF, the ~~fiscal year ending August 31, 2015;~~undersigned has executed these Restated Articles of Incorporation as of this 15^th day of December, 2015.

o ~~FOR~~

o ~~AGAINST~~

o ~~ABSTAIN~~

~~To transact such other business as may properly come before the meeting.~~

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES TO THE BOARD OF DIRECTORS AND IN FAVOR OF ITEMS 2 AND 3.

	~~Dated this ____ day of ____, 20__~~ ~~(Signature) ________________________________~~ ~~_________________________________________~~ ~~Print Name~~

Please sign your name exactly as it appears on your stock certificate. If shares are held jointly, each holder should sign. Executors, trustees, and other fiduciaries should so indicate when signing.

~~Please Sign, Date and Return this Proxy so that your shares may be voted at the meeting.~~

~~Vote your proxy by regular mail, internet, or phone to:~~

~~Vote Processing~~

~~Internet:~~ ~~www.cesvote.com~~

~~Phone: 1-888-693-8683~~

Important Note Regarding the Availability of Proxy Materials for the Annual Meeting Of Stockholders to be held January 21, 2015. The Proxy Statement and our 2014 Annual Report to Stockholders are available at http://www.viewproxy.com/syrginfo/2015SYNERGY RESOURCES CORPORATION

By: __________________________

Name: __________________________

Title: __________________________

B-4



ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Name	Number of Shares ¹		Percent of Class ²
Edward Holloway	3,009,787	³	3.6%
William E. Scaff, Jr.	3,109,787	⁴	3.7%
Frank L. Jennings	196,618		0.2%
Craig D. Rasmuson	180,000		0.2%
Valerie S. Dunn	250,000		0.3%
Rick A. Wilber	696,644		0.8%
Raymond E. McElhaney	280,725		0.3%
Bill M. Conrad	213,500		0.3%
R.W. Noffsinger, III	293,425		0.4%
George Seward	2,116,614		2.5%
Jack Aydin	8,147		0.0%
All officers and directors as a group (11 persons)	10,355,247		12.1%



	Fees Earned or Paid in Cash
Name	Annual Retainer		Committee Retainers		Committee Chairman Retainer		Total
Rick Wilber ¹	$	120,000	$	8,000	$	2,000	$	130,000
Raymond McElhaney	120,000		16,000		—		136,000
Bill Conrad ²	120,000		16,000		2,000		138,000
R.W. Noffsinger ³	120,000		16,000		2,000		138,000
George Seward ⁴	120,000		4,000		2,000		126,000
Jack Aydin ⁵	120,000		—		—		120,000
Total	$	720,000	$	60,000	$	8,000	$	788,000



	Shares available for future grant	Shares issuable under outstanding awards	Average exercise price		Average remaining term
2011 Non-Qualified Stock Option Plan	284,500	4,276,500	$	9.32	8.5 years
2011 Incentive Stock Option Plan	1,554,000	446,000	$	10.81	10.0 years
2011 Stock Bonus Plan	587,437	752,334	N/A		N/A
Total	2,425,937	5,474,834



Company	Market Capitalization (in millions)¹
Atlas Resource Partners	$	751
Bonanza Creek Energy	1,288
EVE Energy Partners	713
Grand Tierra Energy	745
Halcon Resources	758
Rosetta Resources	1,106
Sanchez Energy	815
Sand Ridge Energy	726
Stone Energy	924
Vanguard Natural Resources	1,233

Average	906
Synergy Resources Corporation	1,050


o	Soliciting Material Pursuant to ~~§240.14a-11(c) or~~ §240.14a-12

~~(1)~~
1.	To elect the ~~directors who shall constitute~~nominees named in the accompanying proxy statement as members of the Company’s ~~Board~~board of ~~Directors for the ensuing year;~~directors;

~~(2)~~
2.	To ratify the appointment of EKS&H LLLP as the Company’s independent registered accounting firm for the fiscal year ending August 31, ~~2015;~~2016;

~~(3)~~
3.	To approve the Synergy Resources Corporation 2015 Equity Incentive Plan;


4.	To approve an amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 200,000,000 to 300,000,000;


5.	To consider and vote upon a proposal to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers (“say-on-pay”); and


6.	To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.



		Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS		1
PROPOSAL NO. 1—ELECTION OF DIRECTORS		5
PROPOSAL NO. 2 — RATIFICATION OF AUDITORS		12
PROPOSAL NO. 3 — APPROVAL OF SYNERGY RESOURCES CORPORATION 2015 EQUITY INCENTIVE PLAN		14
PROPOSAL NO. 4—APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK		25
PROPOSAL NO. 5—ADVISORY VOTE ON EXECUTIVE COMPENSATION		26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		49
OTHER MATTERS		51
APPENDIX A – THE SYNERGY RESOURCES CORPORATION 2015 EQUITY INCENTIVE PLAN		A-1
APPENDIX B – SYNERGY RESOURCES CORPORATION AMENDED AND RESTATED ARTICLES OF INCORPORATION		B-1


1.	To elect the nominees named herein as members of the Company’s Board;


~~December 28, 2014~~	~~SYNERGY RESOURCES CORPORATION~~ If you need assistance in voting by telephone or over the Internet or completing your proxy card, or have questions regarding the Annual Meeting, please contact: Alliance Advisors, LLC 200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003 888-693-8683 ~~Ed Holloway~~ ~~Co-Chief Executive Officer~~ ~~William E. Scaff, Jr.~~ ~~Co-Chief Executive Officer~~


o	Definitive Additional Materials

Name	Shares Issuable Upon Exercise of Options and Warrants	Option or Warrant Exercise Price	Expiration Date
Frank L. Jennings	150,000	4.40	3/7/2021
Craig D. Rasmuson	160,000	⁵	⁵
Valerie S. Dunn	167,500	⁶	⁶



Name	Age	Position
Edward Holloway	6263	Co-Chief Executive Officer and Director
William E. Scaff, Jr.	5758	Co-Chief Executive Officer, Treasurer and Director
Lynn A. Peterson	62	President and Director
James P. Henderson	50	Chief Financial Officer
Frank L. Jennings	6364	Chief ~~Financial~~Accounting Officer
Craig D. Rasmuson	4647	Chief Operating Officer
~~Valerie S. Dunn~~	55	~~Secretary~~
Rick A. Wilber	6768	Director
Raymond E. McElhaney	5859	Director
Bill M. Conrad	5859	Director
R.W. Noffsinger, III	4041	Director
George Seward	6465	Director
Jack Aydin	7374	Director


¹	Mr. Wilber is the chairman of the Nominating Committee. Amount includes the issuance of 7,657 shares of common stock with a fair value, computed in accordance with ASC 718, of $90,000 during fiscal 2015.


²	Mr. Conrad is the chairman of the Compensation Committee. Amount includes the issuance of 1,531 shares of common stock with a fair value, computed in accordance with ASC 718, of $18,000 during fiscal 2015.


⁵	Amount includes the issuance of 5,956 shares of common stock with a fair value, computed in accordance with ASC 718, of $70,000 during fiscal 2015.



	For the years ended August 31,
	2015		2014		2013
Restricted shares of common stock	—		15,883		31,454
Value of restricted common stock (in thousands)	$	—	$	106	$	105



	2015		2014
Audit Fees	$	345,000	$	275,000
Audit-Related Fees	65,000		42,000
Tax Fees	91,000		66,000
All Other Fees	46,000		50,000
Total Fees	$	547,000	$	433,000



Abraxas Petroleum Corp.	Oasis Petroleum Inc.
Callon Petroleum Company	PDC Energy, Inc.
Carrizo Oil & Gas Inc.	Panhandle Oil and Gas Inc.
Diamondback Energy, Inc.	Parsley Energy
Eclipse Resources Corp	Rice Energy Inc.
Gulfport Energy Corp.	RSP Permian, Inc.
Halcon Resources Corporation	SM Energy Company
Laredo Petroleum, Inc.	Triangle Petroleum Corporation
Magnum Hunter Resources Corp.	WPX Energy, Inc.
Matador Resources Company	Whiting Petroleum Corp.
Northern Oil and Gas, Inc.



EXECUTIVE	DATE	SALARY ACTION	REASON FOR ACTION
Mr. Holloway	November 1, 2014	Base salary was increased to $999,900 per employment contract year (June 1 - May 31), beginning with the employment contract year June 1, 2015 - May 31, 2016.	Base salary was increased due to continued outstanding performance, long-tenure with the Company, exceptional positioning of the Company despite prevailing market forces, and a history of creating high levels of shareholder return.
Mr. Scaff, Jr.	November 1, 2014	Base salary was increased to $999,900 per employment contract year (June 1 - May 31), beginning with the employment contract year June 1, 2015 - May 31, 2016.	Base salary was increased due to continued outstanding performance, long-tenure with the Company, exceptional positioning of the Company despite prevailing market forces, and a history of creating high levels of shareholder return.
Mr. Peterson	May 27, 2015	Base salary was set at $600,000 per year upon hiring.	Mr. Peterson joined the Company on May 27, 2015. His base salary was set giving consideration to his skill set and fit within the Company, his current and future potential within the Company, and market conditions, while providing adequate incentive to induce him to work at the Company.
Mr. Henderson	August 24, 2015	Base salary was set at $375,000 per year upon hiring.	Mr. Henderson joined the Company on August 24, 2015. His base salary was set giving consideration to his skill set and fit within the Company, his current and future potential within the Company, and market conditions, while providing adequate incentive to induce him to work at the Company.
Mr. Jennings	March 7, 2015	Base salary was increased to $250,000 per year	Base salary was increased due to continued outstanding performance, long tenure with the Company, exceptional positioning of the Company despite prevailing market forces, and a history of creating high levels of shareholder return.
Mr. Rasmuson	February 1, 2015	Base salary was increased to $250,000 per year	Base salary was increased due to continued outstanding performance, long tenure with the Company, exceptional positioning of the Company despite prevailing market forces, and a history of creating high levels of shareholder return.



EXECUTIVE	ANNNUAL DISCRETIONARY BONUS AMOUNT	REASON FOR ACTION TAKEN
Mr. Holloway	$350,000	Bonus was awarded for excellent Company and individual performance, as reflected in part by 2015 TSR, as well as lower relative total compensation to other CEOs in the Company’s peer group.
Mr. Scaff, Jr.	$350,000	Bonus was awarded for excellent Company and individual performance, as reflected in part by 2015 TSR, as well as lower relative total compensation to other CEOs in the Company’s peer group.
Mr. Peterson	—	Executive was not eligible for a bonus for fiscal 2015 based on recent hire date. However, Mr. Peterson did receive a $250,000 sign-on bonus received shortly following his date of hire. The sign-on bonus was awarded on June 4, 2015.
Mr. Henderson	—	Executive was not eligible for a bonus for fiscal 2015 based on recent hire date.
Mr. Jennings	$200,000	Bonus was awarded for excellent Company and individual performance, as reflected in part by 2015 TSR.
Mr. Rasmuson	$250,000	Bonus was awarded for excellent Company and individual performance, as reflected in part by 2015 TSR.



EXECUTIVE	EMPLOYMENT CONTRACT PERIOD	DATE PAID	AMOUNT OF WELL BONUS
Mr. Holloway	June 1, 2014 - May 31, 2015	October 9, 2014	$200,000
		February 23, 2015	$100,000

	June 1, 2015 - May 31, 2016	June 17, 2015	$300,000
		Total	$600,000

Mr. Scaff, Jr.	June 1, 2014 - May 31, 2015	October 9, 2014	$200,000
		February 23, 2015	$100,000

	June 1, 2015 - May 31, 2016	June 17, 2015	$300,000
		Total	$600,000



EXECUTIVE	DATE	DESCRIPTION	REASON FOR GRANT
Mr. Holloway	N/A	No long-term equity incentive grants were made or promised to Mr. Holloway in or for fiscal 2015.	N/A
Mr. Scaff, Jr.	N/A	No long-term equity incentive grants were made or promised to Mr. Scaff in or for fiscal 2015.	N/A
Mr. Peterson	May 27, 2015	Pursuant to Mr. Peterson’s onboarding package, Mr. Peterson was granted 250,000 shares of restricted stock, and options to purchase 1,750,000 shares of common stock.	Mr. Peterson's equity grants were made to incentivize him to join and remain with the Company. Each of the grants are subject to a five year annual graded vesting schedule, with the first tranche vested on the date of grant, with the remaining 80% vesting in equal annual installments on each of the first four anniversaries of the date of grant.
Mr. Henderson	August 24, 2015	No grants were made to Mr. Henderson in fiscal 2015. However, pursuant to Mr. Henderson’s onboarding package, in the event the stockholder’s approve the equity plan set forth in Proposal 3 to this Proxy Statement, Mr. Henderson will be entitled to receive a grant of 75,000 shares of restricted stock, and options to purchase 150,000 shares of common stock.	Mr. Henderson's pending equity grants were made to incentivize him to join and remain with the Company. Each of the grants are subject to a five year annual graded vesting schedule, with the first tranche vested on the date of grant, with the remaining 80% vesting in equal annual installments on each of the first four anniversaries of the date of grant.



Mr. Jennings	March 7, 2015	Grant of 20,000 shares of restricted stock	Mr. Jennings' equity grant was made as recognition of exceptional performance, long tenure with the Company and to incentivize him to remain with the Company. Restricted stock is subject to a one-year cliff vesting schedule.
Mr. Rasmuson	February 1, 2015	Grant of 40,000 shares of restricted stock.	Mr. Rasmuson's equity grant was made as recognition of exceptional performance, long tenure with the Company and to incentivize him to remain with the Company. His restricted stock grant will vest in two equal annual installments upon the first and second anniversaries of the date of grant.

Name and Principal Position	Fiscal Year		Salary ¹		Bonus ²		Stock Awards ³		Option Awards ⁴		All Other Compensation ⁵		Total
Edward Holloway Co-Chief Executive Officer		2014	$	450		720		97		—		10	$	1,277
		2013	$	330		200		—		—		10	$	540
		2012	$	300		100		—		—		10	$	410

William E. Scaff, Jr. Co-Chief Executive Officer, Treasurer		2014	$	450		720		97		—		10	$	1,277
		2013	$	330		200		—		—		10	$	540
		2012	$	300		100		—		—		10	$	410

Frank L. Jennings Chief Financial Officer		2014	$	215		90		227		—		10	$	542
		2013	$	180		—		—		—		7	$	187
		2012	$	180		—		—		—		5	$	185

Craig D. Rasmuson⁶ Chief Operating Officer		2014	$	204		50		—		—		10	$	264

Valerie S. Dunn⁶ Secretary		2014	$	152		—		65		—		6	$	223



Name and Principal Position	Fiscal Year	Salary ($)			Bonus ($)⁵		Non-Equity Incentive Plan Compensation⁶		Stock Awards⁷		Option Awards⁸		All Other Compensation⁹		Total
Edward Holloway	2015	$	1,197,000	⁴	$	350,000	$	600,000	—		—		$	10,400	$	2,157,400
Co-Chief Executive Officer	2014	$	450,000		$	320,000	$	400,000	$	819,600	—		$	10,000	$	1,999,600
	2013	$	330,000		$	200,000	—		—		—		$	10,000	$	540,000

William E. Scaff, Jr.	2015	$	1,197,000	⁴	$	350,000	$	600,000	—		—		$	10,400	$	2,157,400
Co-Chief Executive Officer, Treasurer	2014	$	450,000		$	320,000	$	400,000	$	819,600	—		$	10,000	$	1,999,600
	2013	$	330,000		$	200,000	—		—		—		$	10,000	$	540,000

Lynn A. Peterson¹	2015	$	150,000		$	250,000	—		$	2,865,000	$	9,699,023	—		$	12,964,023
President

James P. Henderson²	2015	$	8,654		—		—		—		—		—		$	8,654
Chief Financial Officer

Frank L. Jennings	2015	$	262,506		$	200,000	—		$	228,800	—		$	10,400	$	701,706
Chief Accounting Officer	2014	$	215,000		$	90,000	—		$	648,000	—		$	10,000	$	963,000
Former Chief Financial Officer	2013	$	180,000		—		—		—		—		$	7,000	$	187,000

Craig D. Rasmuson³	2015	$	264,584		$	250,000	—		$	489,200	—		$	10,400	$	1,014,184
Chief Operating Officer	2014	$	203,623		$	50,000	—		$	518,400	$	653,473	$	10,000	$	1,435,496

¹	~~The dollar value~~
1	Mr. Peterson was appointed as President on May 27, 2015.


2	Mr. Henderson was appointed as the Chief Financial Officer on August 25, 2015.


3	Mr. Rasmuson was appointed as Chief Operating Officer on January 22, 2014.

²	~~The dollar value of~~
5	“Bonus” column includes discretionary annual bonuses as well as the signing bonus ~~(cash and non-cash) earned.~~paid to Mr. Peterson upon his appointment as President.

³	~~The~~
6	“Non-Equity Incentive Plan Compensation” includes well completion bonuses paid to Mr. Holloway and Mr. Scaff.