EXHIBIT 10.6
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CONSULTING AGREEMENT
This
Consulting Agreement (the "Agreement"), effective as of June 1,
2008,
is entered into by and between Synergy Resources Corporation, a
Colorado
corporation (herein referred to as "the Company") and Energy
Capital Advisors
(herein referred to as "the Consultant").
RECITALS
In
consideration of the promises and the mutual covenants and
agreements
hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Term.
The Company hereby agrees to retain the Consultant to act in a
consulting capacity to the Company and the Consultant hereby agrees
to provide
services to the Company commencing on June 1, 2008 and ending on
May 31, 2009.
Notwithstanding the above, if the Company's capital, paid-in
capital and
additional paid-in capital accounts do not exceed:
o
$2,500,000 by September 1, 2008; o $5,000,000 by December 1, 2008;
or o
$7,500,000 by March 1, 2009;
then the Company may terminate this Agreement at any time by
providing notice of
such termination to the Consultant.
2. Duties
of Consultant. The Consultant agrees that it will generally
provide the following specified consulting services during the term
specified in
Section 1. Consultant will comply with all federal and state laws,
rules and
regulations in providing these services.
(a) Consult and assist the Company in implementing appropriate
plans
and means for raising capital.
(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans and
strategy, as they
may evolve during such period, and consult and assist the Company
in
communicating appropriate information regarding such plans,
strategy and
personnel to the financial community;
(d) Assist and consult the Company with respect to its
relations
with analysts and other investment professionals;
(e) Upon the Company's direction and approval, disseminate
information regarding the Company to investment community
professionals;
(f) Upon the Company's approval, conduct meetings, in person or
by
telephone, with analysts and other investment professionals to
communicate with
them regarding the Company's plans, goals and activities, and
assist the Company
in preparing for press conferences and other forums involving the
media,
investment professionals and the general investment public;
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3.
Allocation of Time and Energy. The Consultant hereby promises
to
perform and discharge faithfully its services which may be assigned
to the
Consultant from time to time so long as the services provided are
in compliance
with applicable securities laws and regulations. Consultant will
diligently
provide the consulting services required hereunder. Although no
specific
hours-per-day requirement will be required, Consultant and the
Company agree
that Consultant will perform the duties set forth herein above in a
diligent and
professional manner and on a "best efforts" basis.
4.
Remuneration. As full and complete compensation for services
described
in this Agreement, the Company shall pay the Consultant $30,000 per
month.
5.
Non-Assignability of Services. Consultant's duties under this
Agreement
may not be assigned by the Consultant to any third party without
