Common use of ASSUMPTION AND RETENTION OF OBLIGATIONS Clause in Contracts

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 14.1 Buyer’s Assumption of Liabilities and Obligations 44 14.2 Seller’s Retention of Liabilities and Obligations 45 14.3 Invoices for Property Expenses Received After the Settlement Date 45 14.4 Indemnification 45 14.5 Procedure 46 14.6 Dispute Resolution 47 14.7 No Insurance. Waiver of Subrogation Rights 48 14.8 Reservation as to Non-Parties 48 ARTICLE 15. MISCELLANEOUS 48 15.1 Expenses 48 15.2 Notices 48 15.3 Amendments/Waiver 50 15.4 Assignment 50 15.5 Announcements 50 15.6 Counterparts/Fax or pdf Signatures 50 15.7 Governing Law: Jurisdiction 50 15.8 Entire Agreement 51 15.9 Knowledge 51 15.10 Binding Effect 51 15.11 Limitation on Damages 51 15.12 No Third-Party Beneficiaries 51 15.13 Condition Precedent 51 15.14 Exhibits and Schedules 51 15.15 References, Titles and Construction 51 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations EXHIBIT A - Leases and Lands EXHIBIT B - ▇▇▇▇▇ EXHIBIT ▇-▇ Allocated Value Schedule EXHIBIT C - Material Agreements EXHIBIT D - Preference Rights and Required Consents EXHIBIT E - Assignment, ▇▇▇▇ of Sale and Conveyance EXHIBIT F- Form of Affidavit of Non-Foreign Status EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded ▇▇▇▇▇ 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect Threshold. 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 ▇▇▇▇▇ 1.2.B WI 4.1.A This Purchase and Sale Agreement (the “Agreement”), executed this 16th day of September, 2013, but effective as of July 1, 2013 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time (the “Effective Time”), is by and between Trilogy Resources, LLC, a Colorado limited liability company, located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as “Seller” or “Trilogy”) and Synergy Resources Corporation, a Colorado corporation, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the “Buyer” or “Synergy”). The transaction contemplated by this Agreement may be referred to as the “Transaction”. Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties”.

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 AND INDEMNIFICATION 23 14.1 Buyer’s Assumption of Liabilities and Obligations 44 Obligations. 23 14.2 Seller’s Sellers’ Retention of Liabilities and Obligations 45 Obligations. 24 14.3 Proceeds and Invoices for Property Expenses Received After the Settlement Date 45 Date. 24 A. Proceeds. 24 B. Property Expenses. 24 14.4 Indemnification. 24 A. Sellers’ Indemnification 45 of Buyer. 25 B. Buyer’s Indemnification of Sellers. 25 C. Release. 25 14.5 Procedure 46 Procedure. 25 A. Coverage. 25 B. Claim Notice. 25 C. Information. 25 14.6 Dispute Resolution 47 Resolution. 26 14.7 No Insurance; Subrogation. Waiver of Subrogation Rights 48 26 14.8 Reservation as to Non-Parties 48 Parties. 27 ARTICLE 1515 MISCELLANEOUS 27 15.1 Expenses. MISCELLANEOUS 48 15.1 Expenses 48 27 15.2 Notices 48 Notices. 27 15.3 Amendments/Waiver 50 Waiver. 28 15.4 Assignment 50 Assignment. 28 15.5 Announcements 50 Announcements. 28 15.6 Counterparts/Fax or pdf Signatures 50 Signatures. 28 15.7 Governing Law: Jurisdiction 50 . 28 15.8 Entire Agreement 51 Agreement. 28 15.9 Knowledge 51 15.10 Knowledge. 28 15.1 Binding Effect 51 Effect. 29 15.11 Survival. 29 15.12 Limitation on Damages 51 15.12 Damages. 29 15.13 No Third-Party Beneficiaries 51 15.13 Beneficiaries. 29 15.14 Several Liability. 29 15.15 Condition Precedent 51 15.14 Exhibits and Schedules 51 15.15 Precedent. 29 15.16 References, Titles and Construction. 29 A. References. 29 B. Titles. 29 C. Agreement. 29 D. Singular and Plural, Masculine and Feminine. 30 E. References to Agreements, Instruments and Documents. 30 F. Examples. 30 G. Conjunctions. 30 H. No Construction 51 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations EXHIBIT A - Leases and Lands EXHIBIT B - ▇▇▇▇▇ EXHIBIT ▇-▇ Allocated Value Schedule EXHIBIT C - Material Agreements EXHIBIT D - Preference Rights and Required Consents EXHIBIT E - Assignment, ▇▇▇▇ of Sale and Conveyance EXHIBIT F- Form of Affidavit of Non-Foreign Status EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded ▇▇▇▇▇ 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect ThresholdAgainst Any Drafter. 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 ▇▇▇▇▇ 1.2.B WI 4.1.A 30 I. References to Dollars. 30 This Purchase and Sale Agreement (the this “Agreement”), executed this 16th day of Septemberdated May 25, 2013, but effective as of July 1, 2013 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time (the “Effective Time”)2011, is by and between Trilogy Resourcesamong T▇▇▇▇▇ Family Investments, LLCLLLP, a Colorado limited liability company, located at limited partnership (“T▇▇▇▇ ▇▇”); DNR Oil & Gas, Inc., a Colorado corporation (“DNR”); and T▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇Operating Company, a Colorado corporation (“T▇▇▇▇▇▇”) whose collective address is 1▇▇, ▇▇ ▇. ▇▇▇▇▇ (hereinafter referred to as “Seller” or “Trilogy”) ▇, Unit 142, Englewood, Colorado 80111, and Synergy Resources CorporationArête Industries, a Colorado corporationInc., located at ▇▇7▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (“Buyer”). T▇▇▇▇▇▇▇ , ▇▇▇▇▇▇ (hereinafter referred to as the “Buyer” or “Synergy”). The transaction contemplated by this Agreement and DNR may be referred to collectively as the “Transaction”. Seller Sellers.” Sellers and Buyer may be referred to individually as a “Party” or collectively as the “Parties.” The transaction contemplated by this Agreement may be referred to as the “Transaction.”.

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 INDEMNIFICATION 33 14.1 Buyer’s Assumption of Liabilities and Obligations 44 33 14.2 Seller’s Retention of Liabilities and Obligations 45 33 14.3 Invoices for Property Expenses Received After the Settlement Date 45 Buyer’s Plugging and Abandonment Obligations 33 14.4 Indemnification 45 34 14.5 Procedure 46 35 (continued) 14.6 Dispute Resolution 47 14.7 No Insurance. Waiver of ; Subrogation Rights 48 14.8 36 14.7 Reservation as to Non-Parties 48 36 ARTICLE 15. 15 MISCELLANEOUS 48 36 15.1 Expenses 48 Exhibits, Etc 36 15.2 Notices 48 36 15.3 Amendments/Waiver 50 Amendments 37 15.4 Assignment 50 37 15.5 Announcements 50 Press Releases 37 15.6 Counterparts/Fax or pdf Signatures 50 Headings 37 15.7 Counterparts 37 15.8 References 38 15.9 Governing Law: Jurisdiction 50 15.8 Entire Agreement 51 15.9 Knowledge 51 Law 38 15.10 Removal of Signs 38 15.11 Binding Effect 51 15.11 Limitation on Damages 51 38 15.12 Survival 38 15.13 No Third-Party Beneficiaries 51 15.13 Condition Precedent 51 38 15.14 Exhibits and Schedules 51 Limitation on Damages 38 15.15 References, Titles and Construction 51 Severability 38 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations EXHIBIT A - Knowledge 38 15.17 Aspen as Seller Representative 38 15.18 Waiver 39 I Initial Sellers Recitals II Additional Sellers Recitals III Form of Direct Joinder Agreement Recitals IV Form of Indirect Joinder Agreement Recitals V Persons Subject to Voting Agreement Recitals VI Form of Voting Agreement Recitals VII Form of Aspen Press Release 15.5 VIII Form of Aspen 8-K 15.5 A-1 Leases and Lands EXHIBIT B - 1.2.a A-2 ▇▇▇▇▇ EXHIBIT ▇1.2.b A-3 Rights-▇ of-Way and Surface Leases 1.2.e A-4 Equipment and Facilities 1.2.e A-5 Seismic Data 1.2.f B Material Agreements 1.2.d C Allocated Values 2.4 C-1 – Allocated Value Schedule EXHIBIT C - Material Agreements EXHIBIT by Seller C-2 – Allocated Value by Well D - Preference Rights Form of Assignment and Required Consents EXHIBIT E - Assignment, ▇▇▇▇ of Sale 11.2.a E Aspen’s Wire Instructions 2.2 and Conveyance EXHIBIT F- Form of Affidavit of 11.2.c F Sellers’ Certificate 11.2.e G Buyer’s Certificate 11.2.f H Non-Foreign Status EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination Affidavit 11.2.g . I Suspense Accounts 12.2 6.12 Consents and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded ▇▇▇▇▇ 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect Threshold. 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 ▇▇▇▇▇ 1.2.B WI 4.1.A 6.12 This Purchase and Sale Agreement PURCHASE AND SALE AGREEMENT (the “Agreement”), executed this 16th day of Septemberdated February 18, 2013, but effective as of July 1, 2013 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time (the “Effective Time”)2009, is by and between Trilogy Resources, LLCamong Aspen Exploration Corporation, a Colorado limited liability companyDelaware corporation, located at whose address is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as “Seller” or “Trilogy”) and Synergy Resources Corporation, a Colorado corporation, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Aspen”), the persons identified on Annex I hereto (such persons, together with Aspen, being hereinafter referred to as the “Buyer” or “SynergyInitial Sellers”). The transaction contemplated by this Agreement may be referred to as the , and Venoco, Inc., a Delaware corporation, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“TransactionBuyer”. Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties”).

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 14.1 AND INDEMNIFICATION 41 15.1 Buyer’s Assumption of Liabilities and Obligations 44 14.2 41 15.2 Seller’s Retention of Liabilities and Obligations 45 14.3 Invoices for Property Expenses Received After the Settlement Date 45 14.4 41 15.3 Indemnification 45 14.5 42 15.4 Procedure 46 14.6 Dispute Resolution 47 14.7 42 15.5 No Insurance. Waiver of ; Subrogation Rights 48 14.8 43 15.6 Reservation as to Non-Parties 48 44 ARTICLE 15. XVI MISCELLANEOUS 48 15.1 44 16.1 Expenses 48 15.2 44 16.2 Notices 48 15.3 Amendments/Waiver 50 15.4 44 16.3 Amendments 45 16.4 Assignment 50 15.5 45 16.5 Announcements 50 15.6 Counterparts/Fax or pdf Signatures 50 15.7 45 16.6 Confidentiality Agreement 45 16.7 Confidentiality 45 16.8 Counterparts 45 16.9 Governing Law: Jurisdiction 50 15.8 Law 45 16.10 Entire Agreement 51 15.9 Knowledge 51 15.10 46 16.11 Binding Effect 51 15.11 Limitation on Damages 51 15.12 46 16.12 Survival 46 16.13 No Third-Party Beneficiaries 51 15.13 Condition Precedent 51 15.14 Exhibits and Schedules 51 15.15 References, Titles and Construction 51 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations 46 ii EXHIBIT LIST EXHIBIT A - Leases and Lands EXHIBIT B - ▇▇▇Wel▇▇ ▇XHIBIT C Facilities EXHIBIT ▇-▇ Allocated Value Schedule EXHIBIT C - D Material Agreements EXHIBIT D - Preference E Preferential Purchase Rights and Required Consents EXHIBIT E - F Form of Assignment, ▇▇Bil▇ ▇▇ of Sale and Conveyance EXHIBIT F- F-1 Form of Affidavit Assignment of Non-Foreign Status Oil and Gas Leases EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded ▇▇▇▇▇ 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect Threshold. 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 ▇▇▇▇▇ 1.2.B WI 4.1.A This Purchase and Sale Agreement G Capital Projects PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), executed ) is made and entered into this 16th 2nd day of SeptemberNovember, 20132007, but effective as of July October 1, 2013 2007 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time ), by and between PetroHunter Heavy Oil Ltd. (the “Effective TimeSeller”), is by and between Trilogy Resources, LLC, a Colorado limited liability company, located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Pearl Exploration and Production Ltd. (hereinafter referred to as “Seller” or “Trilogy”) and Synergy Resources Corporation, a Colorado corporation, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the “Buyer” or “Synergy”). The transaction contemplated by this Agreement may be referred to as the “Transaction”. Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”.

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 AND INDEMNIFICATION 29 14.1 Buyer’s Assumption of Liabilities and Obligations 44 29 14.2 Seller’s Retention of Liabilities and Obligations 45 30 14.3 Invoices for Property Expenses Received After the Settlement Date 45 Indemnification 30 14.4 Indemnification 45 Limitation on Seller’s Indemnity Obligations 30 14.5 Procedure 46 31 14.6 Dispute Resolution 47 14.7 No Insurance. Waiver of ; Subrogation Rights 48 14.8 33 14.7 Reservation as to Non-Parties 48 33 ARTICLE 15. XV MISCELLANEOUS 48 33 15.1 Expenses 48 33 15.2 Notices 48 33 15.3 Amendments/Waiver 50 Amendments 34 15.4 Assignment 50 34 15.5 Announcements 50 34 15.6 Counterparts/Fax or pdf Signatures 50 35 15.7 Governing Law: Jurisdiction 50 Law 35 15.8 Entire Agreement 51 35 15.9 Knowledge 51 35 15.10 Binding Effect 51 35 15.11 Limitation on Damages 51 Survival 35 15.12 No Third-Party Beneficiaries 51 35 15.13 Condition Precedent 51 15.14 Exhibits and Schedules 51 15.15 References, Titles and Construction 51 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations Parent Guaranty 35 EXHIBIT A - Leases and Lands Easements EXHIBITS B-1 to B-6 Gathering Systems EXHIBIT B - B-7 Ft. ▇▇▇▇▇▇ EXHIBIT ▇-▇ Allocated Value Schedule Plant EXHIBIT C - Material Agreements EXHIBIT D - Preference Rights Existing Claims and Required Consents Litigation EXHIBIT E - Capital and Expense Projects EXHIBIT F Assignment, ▇▇▇▇ of Sale and Conveyance EXHIBIT F- Form of Affidavit G Buyer’s Officer Certificate EXHIBIT H Seller’s Officer Certificate EXHIBIT I Certificate of Non-Foreign Status EXHIBIT G- K License Agreement EXHIBIT L Access Agreement EXHIBIT M Royalty Information Agreement EXHIBIT N Transition Services Agreement SCHEDULE 1.2(h) Vehicles SCHEDULE 1.2(i) Form of Buyer’s Officer Certificate EXHIBIT H- Partial Assignment for Development Agreements SCHEDULE 1.2(j) Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice Partial Assignment for NGL Exchange Agreement and NGL Purchase Agreement SCHEDULE 5.1 Form of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded ▇▇▇▇▇ 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect Threshold. 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 ▇▇▇▇▇ 1.2.B WI 4.1.A Indemnity SCHEDULE 6.9 Exceptions to Compliance with Laws This Purchase and Sale Agreement (the “Agreement”), executed this 16th day of Septemberdated January 14, 2013, but effective as of July 1, 2013 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time (the “Effective Time”)2011, is by and between Trilogy ResourcesEncana Oil & Gas (USA) Inc., LLC, a Colorado limited liability company, located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as “Seller” or “Trilogy”) and Synergy Resources Corporation, a Colorado corporation, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the “Seller”), and ▇▇▇▇-▇▇▇▇▇ Gathering LLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, The Woodlands, Texas 77380 (“Buyer” or “Synergy”). The transaction contemplated by this Agreement may be referred to as the , a wholly-owned subsidiary of Western Gas Partners, LP (“TransactionParent”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”.