Exhibit 10.1


 




 


 


 


 


Master Technology Agreement


 


 


Between 


 


 


SEST Australia Pty Ltd

(A.C.N. 618 743 258)


 


and


 


Australian Future Energy Pty Ltd

(A.C.N. 168 160 067)


and


 


Synthesis Energy Systems Technologies, LLC


 


10 May 2017


 





 


 


 






    	 	Page 1 of 29



     


    

Master Technology Agreement


 


THIS MASTER TECHNOLOGY AGREEMENT (this “Agreement”)
is made on 10 May 2017 by and among :


 


Synthesis Energy Systems Technologies, LLC, a
company incorporated under the laws of United States of America and having its registered office at Three Riverway, Suite 300,
Houston, Texas 77056 (hereinafter referred to as "SES”);


 


SEST Australia Pty Ltd, a company incorporated
under the laws of Queensland, Australia and having its registered office at c/- Crowe Horwarth, Level 16, 120 Edward Street, Brisbane,
Qld, 4000 (ACN 618 743 258) (hereinafter referred to as "SESTA”); and


 


Australia Future Energy Pty Ltd, a company incorporated
in accordance with the laws of Queensland, Australia and having its principal place of business at Level 10, 10 Market Street Brisbane,
Qld, 4000 (GPO Box 3288, Brisbane, Qld 4001) (ACN 168 160 067) (hereinafter referred to as the "AFE”).


 


SESTA and AFE are each herein referred to as
a “Party” and collectively as the “Parties”.


 


Certain definitions for terms in this Agreement
are provided in Appendix A.


 


WHEREAS, Synthesis Energy Systems, Inc. (“SES”)
is a global energy and gasification technology company that provides products and solutions to the energy and chemical industries
and owns gasification technology uniquely well suited for the clean and efficient conversion of most all qualities of coals, biomass,
and blends thereof, including very low quality coal and coal wastes, into syngas, and its wholly owned subsidiary Synthesis Energy
Systems Technologies, LLC (SEST) owns and controls SESTA.


 


WHEREAS, SES owns proprietary SGT and, together
with its joint venture partners, has designed, constructed and operates five of its gasification systems in two projects in China.


 


WHEREAS, SES and GTI entered into an Amended
and Restated License Agreement dated November 5, 2009 (“GTI Agreement”), which granted SES certain rights to sublicense
and use U-Gas® technology.


 


WHEREAS, SES and AFE were parties to a Master
Technology Agreement dated 9 June, 2015 (as amended on 5 April 2016) ("Previous MTA"). AFE and SES agree that, with effect
from the date of this Agreement, the Previous MTA is terminated.


 


WHEREAS, SES has assigned to its subsidiary SESTA certain rights
under the GTI Amended and Restated License Agreement in an Assignment Agreement dated June 14, 2010 related to the region of Australia
or as further described herein.


 






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WHEREAS, SESTA desires to grant certain technology
access rights for SGT to AFE for the Territory as defined herein.


 


NOW, THEREFORE in view of the foregoing premises
and in consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as follows:


 


 


		1.	Termination and Release



 


		1.1.	With effect from the date of this Agreement, AFE and SES agree that the Previous MTA is terminated.



 


		1.2.	Each party releases and forever discharges the other and its officers and employees from all actions, suits, claims, demands,
costs and other liabilities of any nature which it now or at any time may have, or could or might have had against the other party
and its officers and employees or any of them, including in tort or in contract, in connection with or incidental to the Previous
MTA.



 


		2.	Technology Access and Exclusivity






 


		2.1.	AFE hereby commits for the Term to exclusive use of SGT for all gasification related Projects conducted
by it in the Territory. During the Term of the Agreement, AFE (i) shall only use SGT for its gasification related Projects developed
in the Territory and (ii) agrees that it shall not develop, commercialize, build, use, sell, or offer for sale any competing gasification
or coal conversion technology without the prior written consent of SESTA. Said exclusivity will remain in full force and effect
throughout the entire Term of this Agreement.



 


		2.2.	SESTA hereby grants to AFE the exclusive right, for the Term of this Agreement, and subject to
the conditions and limitations set forth herein, to promote SGT in the Territory and to enter into PLA’s with SESTA for AFE
Projects and to facilitate licenses by way of PLA’s between SESTA and Project proponents for the use of SGT solely for the
purpose of pursuing the AFE Objective in the Territory, subject to basic terms and conditions as follows:



 


		2.2.1.	AFE will notify SESTA in writing every quarter of its target Projects that have the future potential
for a PLA to be executed. This notification shall include Project name, location, owner, estimated syngas capacity and use of syngas
for each Project which may change from time to time as the Project progresses.



 


		2.2.2.	All Projects that would use the SGT shall require a PLA between SESTA and the relevant Project
Company which is intended to own and operate the project using SGT to produce syngas. The PLA shall include the necessary technology
rights for the operation of the Project in the Territory. Each Project PLA shall grant defined rights to operate the proposed Project
to produce a known quantity of Syngas.



 



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		2.2.3.	All Projects licensed to use the SGT through a PLA receiving performance guarantees from SESTA
would utilize SGT Proprietary Equipment purchased from SESTA, a PDP related to the design of SGT for the project and Technical
Services related to post-PDP engineering support. For the avoidance of doubt and subject to clause 2.2.5, no Project, customer
or any third party may be sold or given access to any SGT design or Confidential Information, including a PDP, without a valid,
binding PLA in place between SESTA and the Project owner/s. For the purposes of clarity certain technical confidential information
related to the SGT may be required for market and business development purposes related to a Project. AFE shall protect the SESTA
Confidential Information in accordance with clause 8 of this Agreement and follow the work practice described in clause [2.2.5]
for market and business development.



 


		2.2.4.	AFE and SESTA will undertake commercially reasonable efforts to cooperate to complete the required
PLA for each Project and SESTA will not unreasonably withhold its consent to enter into a PLA on terms substantially similar terms
to the reference PLA.



 


		2.2.5.	For market and business development purposes related to a Project, AFE and SESTA will co-operate
to secure a TNDA with relevant third parties for each said Project prior to the disclosure of any Confidential Information. A sample
TNDA is attached as Appendix E to this Agreement and shall serve as reference. No Confidential Information related to the SGT for
market and business development purposes shall be provided to any Project unless and until a TNDA is in place.



 


		2.2.6.	SESTA and AFE will cooperate and use their commercially reasonable efforts to mutually agree on
an SGT License Fee for each Project as described in Appendix B. The approach in Appendix B may be changed and modified over time
to adjust for market conditions as mutually agreed by SESTA and AFE.



 


		2.2.7.	For the purposes of clarity, SESTA retains the right to license, commercialize, build, use, offer
to sell, and sell SGT, SES Marks, and related equipment and services into projects which primarily relate to direct reduced iron
(“DRI”) projects in the Territory, independently of AFE, and without any requirement to account or report to AFE. However,
this clause does not apply where the arrangement relates primarily to a facility, equipment or services that would otherwise be
a Project but involves an element of DRI. AFE is also not excluded from undertaking DRI projects with SESTA if the opportunity
arises.



 


		2.2.8.	SESTA and AFE may, from time to time, enter into exclusive co-operation arrangements for Projects
outside of the Territory, based on written mutual agreement between SESTA and AFE. Where AFE is involved in those projects outside
of the Territory with SESTA, then AFE will be entitled to share in the Shared License Fee as otherwise outlined in this Agreement.



 



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		2.2.9.	AFE shall not have the right to grant a license to any third party to the SGT or SES Marks and
SESTA shall not grant licenses to any third party within the Territory to SGT or SES Marks without accounting to AFE for the Shared
License Fee. SESTA must not appoint any other person to promote or facilitate PLA’s in the Territory without prior written
consent from AFE other than for projects which primarily relate to DRI and distributed power as described in 2.2.7.



 


		2.2.10.	In exchange for its covenants under this Agreement, AFE shall receive the Shared License Fee from
SESTA within 15 days of receipt by SESTA of the SGT License Fee (irrespective of whether SES has paid GTI the GTI Fee by that time)
payment from:



 


		2.2.10.1.	a Licensee within the Territory which has entered into a PLA for a project for which AFE has the
right under this Agreement to facilitate; or



 


		2.2.10.2.	a license agreement with a party where, as mutually agreed by SESTA and AFE, a PLA was originally
introduced or facilitated by AFE and the party transfers or extends or subsequently enters into a license granting it the rights
to use SGT outside the Territory and where AFE is an active developer and/or equity owning participant of the project;



 


		2.2.10.3.	For the purposes of clarity AFE shall only be entitled to the Shared License Fee for projects outside
the Territory where AFE is an active contributor to the completion of a PLA, a developer and/or equity owner of the Project.



 


and whether or not the License Fee is received during
or after the expiry or termination of this Agreement or is received by SES, SESTA or an Affiliate (of either of them) provided
the PLA was entered into during the Term.


 


		2.2.11.	The payment obligations of SESTA to AFE relating to the Shared License Fee shall be guaranteed
in full by SES:









 


		3.	Intellectual Property and Improvements



 


		3.1.	This Agreement solely grants exclusive commercial access to the SGT from SESTA as defined herein
for the purpose of achieving AFE Objective as contemplated by Section 2 and does not grant or imply any ownership or license rights
of any kind to AFE for the SGT or the SES Marks, or any other right beyond those expressly provided for in this Agreement.



 


		3.2.	All improvements whether patentable or not related to the SGT developed through the normal course
of AFE’s market and business development efforts prior to completion of a PLA for a project will be governed by the TNDA.



 



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		3.3.	AFE shall not undertake any SGT technology research or development activities or SGT integration
development with adjacent technologies without prior written consent of SESTA and which consent may in SESTA’s sole discretion
be withheld and which consent if granted shall describe the specific terms and conditions for ownership of intellectual property
rights. In the event any improvements to the SGT technology are created by AFE (“AFE Improvements”), AFE grants to
SESTA, without accounting or payment, an irrevocable, royalty-free license to use any AFE Improvements globally. SESTA shall have
the right to sublicense the right to use AFE Improvements without any payment due to the AFE. However, the ownership of any AFE
Improvements shall belong to AFE.



 


		3.4.	All rights related to SGT Intellectual Property for a Project are governed solely by the PLA for
the Project.



 


		4.	Protection of Intellectual Property Rights



 


		4.1.	The Parties shall inform each other immediately of any infringements, misuse, or misappropriations
of any portion of the SGT in the Territory and the Parties shall consult and determine what reasonable steps should be taken in
connection with such third party action.



 


		4.2.	SESTA may, in its absolute discretion, and will, where reasonably necessary to enforce, defend
and protect the SGT in the Territory, commence proceedings in respect of any third party action referred to in clause 4.1.



 


		4.3.	SESTA:



 


		4.3.1.	must bear the costs of the proceedings;



 


		4.3.2.	has complete discretion as to the conduct of the proceedings, including selection of legal representation;
and



 


		4.3.3.	is solely entitled to any costs or damages recovered.



 


		4.4.	AFE must cooperate with SESTA in respect of any such proceedings. Other than proceedings between
SESTA and AFE, SESTA shall reimburse AFE for its reasonable costs including legal costs in so cooperating and shall, at AFE’s
request, indemnify AFE with respect to any obligation or liability whatsoever that AFE may be called upon to discharge.



 


		4.5.	AFE shall not commence proceedings in respect of any third party action referred to in clause 4.1
unless SESTA refuses to do so.



 


		4.6.	Other than proceedings between SESTA and AFE if AFE undertakes the prosecution or defence of any
action or proceedings, SESTA will cooperate with AFE in relation to such action or proceedings (including, if necessary becoming
a party to that action or proceedings) and the costs and expenses of any such action or proceedings will be borne by AFE and AFE
shall reimburse SESTA for its reasonable costs including legal costs in so cooperating and shall, at SESTAs request, indemnify
SESTA with respect to any obligation or liability whatsoever that AFE may be called upon to discharge and AFE will be entitled
to any costs or damages recovered.






 



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		5.	SES Marks



 


		5.1.	SESTA will provide AFE with SES Marks for the development of the business of AFE. SESTA will retain
all ownership rights of the SES Marks and grant AFE a royalty free license to use the SES Marks in accordance with the requirements
of this Agreement.



 


		5.2.	AFE acknowledges the validity of the SES Marks and SESTA's sole and exclusive right, title and
interest in and to the SES Marks, including SESTA's right to register or to have registered the SES Marks, and own and control
all of the goodwill associated with the SES Marks and such goodwill shall remain at all times the sole and exclusive property of
SESTA. Apart from its rights under this Agreement, AFE will not acquire any right, title or interest in or to the use of the SES
Marks during or after the Term. AFE recognizes the great value of the publicity and goodwill associated with the SES Marks and,
in such connection, acknowledges that such goodwill exclusively belongs to SESTA and that AFE's use of the SES Marks will inure
solely to the benefit of SESTA.



 


		5.3.	AFE acknowledges that the maintenance of SESTA’s quality standards for services and products
which bear the SES Marks are material conditions of this Agreement and that SESTA is relying upon AFE's representation and warranty
that they will use the SES Marks only in a manner approved by SESTA and consistent with such quality standards. Without limitation
on the foregoing, AFE agrees that it shall comply with each of the following (collectively, “SESTA Standards”):



 


		5.4.	AFE agrees that it will use reasonable efforts to comply with all conditions set forth in writing
from time-to-time by SESTA with respect to the style, appearance and manner of use of the SES Marks. In addition, upon SESTA's
request, AFE shall place all notices reasonably acceptable to SESTA on any SES Mark usage and any marketing, advertising, or promotional
materials bearing the Marks to identify the licensed use under this Agreement and the proprietary rights of SESTA in such SES Marks;



 


		5.5.	All marketing, advertising and promotional material shall be subject to review from time to time
by SESTA with respect to, but not limited to, content, style, appearance, and composition;



 


		5.6.	AFE will use and display the SES Marks only in a form and style which do not defame, disparage,
dilute, place in a bad light, or otherwise injure SESTA, any Affiliate of SESTA, or any owner, officer, or director of SESTA or
any of their respective Affiliates;



 


		5.7.	AFE will not represent in any manner that it has any ownership interest in the SES Marks or any
goodwill associated therein. AFE will not represent in any manner that it has any rights in or to the SES Marks other than as set
forth in this Agreement;







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		5.8.	AFE further agrees that it will not apply for nor seek to obtain trademarks, service marks, registrations
or any other property rights in the SES Mark or any other intellectual property owned by SESTA as of the date of this Agreement;



 


		5.9.	AFE agrees that if they receive knowledge of any usage or exploitation of the SES Marks by any
person or entity other than AFE, AFE Affiliates, or AFE sub-licensees or SESTA, that AFE has a belief that the use is not approved
of by SESTA, or of other confusingly similar marks, AFE will promptly call such fact to the attention of SESTA in writing and shall
assist SESTA in any enforcement action SESTA may elect to bring it its sole and absolute discretion; and



 


		5.10.	AFE shall undertake any corrective actions requested by SESTA in order to comply with SESTA’s
quality standards in a timely and professional manner and shall provide SESTA with such evidence of compliance as SESTA may reasonably
request.



 





		5.11.	AFE agrees that:



 


		5.11.1.	During the Term and thereafter, AFE will respect the SES Marks, trade names, domain names or other
intellectual property right pertaining to the SES Marks in the Territory or anywhere in the world, and will not aid or assist any
third person or entity in doing so;



 


		5.11.2.	AFE will not harm, misuse or bring into dispute the SES Marks in the Territory or anywhere in the
world;



 


		5.11.3.	AFE will use and exploit the SES Marks only in accordance with the terms and intent of this Agreement;
and



 


		5.11.4.	AFE will comply with all laws and regulations relating or pertaining to the use or exploitation
of the SES Marks and shall maintain SESTA’s quality standards for the goods and services provided by AFE which bear or are
related to or are in connection with the SES Marks, and shall comply with any regulatory agencies which shall have jurisdiction
over the SES Marks.



 


		5.11.5.	AFE’s use of SES Marks will be subject to SESTA approval and according to SESTA’s standards.



 


		6.	Assignment



 


		6.1.	This Agreement shall be binding upon the Parties hereto and the successors to substantially the
entire assets and business of the respective Parties hereto. This Agreement shall not be assignable by either Party without the
prior written consent of the other Party (not to be unreasonably withheld); provided, however, this Agreement shall be assignable
by either Party to a successor to substantially all of the assets and business of such Party, provided such successor is not a
competitor of SES or SESTA. Any and all assignments of this Agreement or of any interests therein not made in accordance with this
section shall be void.



 



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		6.2.	The Parties acknowledge that the harm that would be caused by a breach of this Agreement would
be difficult, or potentially impossible, to calculate, and accordingly, each Party and its Affiliates shall be entitled to specific
performance, injunction or other equitable remedy, to compel compliance with the provisions of this Agreement.



 


		7.	Default and Termination



 


7.1 Term. The “Term”
of this Agreement shall commence on the Effective Date and shall continue for twenty (20) years or until any such time this Agreement
is terminated, or there is any other termination in accordance with this section. This Agreement can be renewed or terminated upon
mutual written consent of the Parties at any time.


 


7.2 Suspension. In the event
of a dispute between the Parties, both Parties shall continue the performance of this Agreement in all aspects. Notwithstanding
the foregoing, if such dispute poses significant adverse impact on the performance of this Agreement in all aspects, either Party
may suspend the performance of this Agreement (other than performance of a financial obligation) pending resolution of the dispute
but must comply with the dispute resolution process in Section 11.16 before doing so.


 


7.3 Termination Following Breach
of this Agreement. If either Party shall be in default of, or otherwise breaches, any obligation hereunder resulting in a failure
to substantially achieve the purpose of the Agreement by the other Party, then the other Party may give written notice to the defaulting
Party specifying the claimed particulars of such default and in the event the defaulting Party shall not have remedied such default
within ten (10) days in the case of a monetary default, and thirty (30) days for a non-monetary default, after the date of such
notice (or such a longer period of time to be approved in the sole discretion of, and in writing by, the non-defaulting Party,
if such failure is capable of being cured and the defaulting Party is proceeding diligently to cure such default), the non-defaulting
Party shall have the right thereafter to immediately terminate this Agreement by giving written notice to the defaulting Party
to that effect.


 


		7.4	Termination Following Termination of AFE Shareholders Agreement. If the AFE Shareholders Agreement
is lawfully terminated as a consequence of (i) a breach of the AFE Shareholders Agreement by a party other than an Affiliate of
SESTA; or (ii) AFE being wound up by an order from a court, then SESTA may terminate this Master Technology Agreement at any time.



 


		7.5	Termination following Insolvency or Bankruptcy. A Party may terminate this Agreement immediately
by written notice upon the act of the other party admitting in writing its inability to pay its debts generally as they become
due, filing a petition in bankruptcy or under any other insolvency act, making an assignment for the benefit of creditors, or upon
a petition in bankruptcy, or for the appointment of a receiver being filed against it, failing to have the petition or appointment
dismissed or vacated within sixty (60) days from the date thereof.



 


		7.6	Termination following failure to achieve Key Performance Milestones. SESTA may terminate this Agreement
at any time in its absolute discretion if AFE fails to achieve any of the following key performance milestones (“Key Performance
Milestones”):



 



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		7.6.1.	within 12 months of the date of this Agreement, or within such extended timeframe as agreed in
writing by the parties, raise debt or equity capital of at least A$10 million.



 


7.7 Implications of Termination.
Except as otherwise expressly provided, any termination of this Agreement shall not release a Party from any claim of the other
Party accrued hereunder or under the AFE Shareholders Agreement prior to the effective date of such termination nor from its obligations
under a PLA except to the extent that PLA is terminated in accordance with its terms. For the avoidance of doubt, termination of
this Agreement will have no effect on a PLA in force prior to the date of termination.


 


7.8 Survival. The obligations
of the Parties pursuant to clauses 2.1.11, 7.7, 8, 9 and 11 of this Agreement shall survive any termination of this Agreement.


 


		8.	Indemnification



 


8.1 Each Party agrees to hold
harmless, defend, and indemnify the other Party and its managements, directors, employees, agents, Affiliates, successors and assigns
(the “ Indemnified Parties”) from any and all claims, causes of action, losses, costs, injuries or deaths, liabilities,
damages and any and all expenses, including without limitation, reasonable attorney’s fees, incurred by Indemnified Parties,
or the expenses and fees arising out of or relating to any misrepresentation or false warranty expressly made by a party in clause
11.2 (Representations) or 11.3(SESTA Representation) of this Agreement. Such indemnification obligation shall be effective throughout
the Term and shall survive the termination or expiration of this Agreement.


 


8.2 SESTA agrees to hold harmless,
defend, and indemnify the other party and its managements, directors, employees, agents, Affiliates, successors and assigns (the
“AFE Indemnified Parties”) from any and all claims, causes of action, losses, costs, injuries or deaths,
liabilities, damages and any and all expenses, including without limitation, reasonable attorney’s fees, incurred by AFE
Indemnified Parties, or the expenses and fees arising out of or relating to any claim made by a third party in relation to a PLA
between SESTA and the third party licensee facilitated by AFE. However, this obligation does not extend unconditionally to those
of the AFE Indemnified Parties whose willful act or negligence has contributed to the amount of the claim, in that the obligation
to indemnify in those circumstances will be limited to the extent that the amount of the claim exceeds the damages flowing from
the relevant willful act or negligence.


 


8.3 AFE agrees to hold harmless,
defend, and indemnify the other party and its managements, directors, employees, agents, Affiliates, successors and assigns (the
“SESTA Indemnified Parties”) from any and all claims, causes of action, losses, costs, injuries or deaths,
liabilities, damages and any and all expenses, including without limitation, reasonable attorney’s fees, incurred by SESTA
Indemnified Parties, or the expenses and fees arising out of or relating to any claim made by a third party in relation to the
facilitation by AFE of a PLA between SESTA and the third party licensee to the extent it arises from AFE's failure to comply with
its obligations under this Agreement.  However, this obligation does not extend unconditionally to those of the SESTA Indemnified
Parties whose willful act or negligence or failure to comply with its obligations under this Agreement or entry into a PLA on terms
not substantially similar to the reference PLA (“Contributing Act or Omission”) has contributed to the amount of the
claim, in that the obligation to indemnify in those circumstances will be limited to the extent that the amount of the claim exceeds
the damages flowing from the relevant Contributing Act or Omission.


 



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		9.	Confidentiality



 


9.1 Except as hereinafter provided,
the provisions of this Agreement and all Confidential Information which come into the possession of a Party, or its Affiliates,
in connection with the performance hereof, and any other Confidential Information, may not be communicated to third parties without
the other party's consent. However, a Party shall have the right to disclose such Confidential Information without further consent:


 


		(a)	to Affiliates of the Party or their employees, provided such disclosure is solely to assist such
person in performing the functions for which they were engaged in connection with any Project or otherwise to perform the Party's
obligations under this Agreement or a PLA, and such persons undertake to keep such information or documents under terms of confidentiality
equivalent to this Section 9, and provided further that a list of such persons receiving information pursuant to this section is
provided to the other Party and is updated at least every thirty (30) days;



 


		(b)	to legal counsel, accountants, financial advisers, lenders, other professional consultants, and
insurance underwriters for a Party, provided such disclosure is solely to assist such person in performing the functions for which
they were engaged in connection with any Project or otherwise to provide advice in connection with this Agreement, and such persons
undertake to keep such information or documents under terms of confidentiality equivalent to this Section 9;



 


		(c)	if required by any court of law or any law, rule, or regulation having jurisdiction over a Party,
or if requested or required by an agency of any government having or asserting jurisdiction over a Party, and having or asserting
authority to require such disclosure in accordance with that authority or pursuant to the rules of any recognized stock exchange
or agency established in connection therewith, provided, that a Party making such a required disclosure shall make good faith efforts
to advise the other Party of the same as soon as reasonably practicable, and shall make reasonable efforts to secure protective
treatment for the disclosed information and with respect to any disclosure requirements of any recognized stock exchange, shall
cooperate with the non-disclosing Party regarding the information to be disclosed; or



 



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		(d)	to the extent any such information or document has (i) been independently developed by the Party,
(ii) has been acquired from a third party who has no obligation of confidentiality or non-use in regards to the SGT, or (iii) entered
the public domain other than through the fault or negligence of any Party hereto or a breach of a third party’s confidentiality
obligations (for this purpose any disclosure by a person contemplated by Section 9.1(a) shall be deemed to be the fault or negligence
of such Party).



 


		9.2	The confidentiality obligations of third parties who receive any information pursuant to Section
9.1 shall be set forth in a non-disclosure agreement between AFE and such third party, the form of which shall be approved by SESTA
prior to its execution by the third party. The confidentiality obligations set forth in such non-disclosure agreement shall expressly
survive the termination or expiration of the agreement. A fully executed copy of such non-disclosure agreement shall be provided
to SESTA by AFE upon request.



 


		9.3	The Parties acknowledge and agree that AFE has entered into the Agreement under the condition that
SGT, the Know-How and all other relevant intellectual property will be protected by AFE and that AFE shall protect all Confidential
Information of SESTA, including as related to SGT, Improvements and Know-How, and ensure that all such information is not transmitted
to third parties except as expressly permitted under this Agreement or a PLA and is returned to SESTA at the end of the Term or
upon liquidation of AFE and is not used by AFE except as specifically authorized under this Agreement or under a PLA which continues
beyond the expiry or termination of the Term. The Parties agree that a breach of the confidentiality obligations of this Section
9 would constitute material breach of this Agreement, and thus result in termination of this Agreement pursuant to Section 7.3,
except, however, that to the extent AFE shall not be responsible if Confidential Information is disclosed to or by any third party
by reason not directly or indirectly attributable to AFE.



 


		10.	Miscellaneous



 


		10.1	Notice. The addresses of the Parties hereto are as follows, but either Party may change
its address for the purpose of this Agreement by notice in writing to the other Party:






 





	To AFE:	Australian Future Energy Pty Ltd
	 	 
	Address:	Level 10, 10 Market Street, Brisbane
	 	 
	Post Code:	4000
	 	 
	Email:	k.parker@ausfutureenergy.com.au
	 	 
	For the attention of: 	Kerry Parker, Chief Financial Officer

















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	To SESTA:	SEST Australia Pty Ltd
	 	 
	Address:	c/- Crowe Horwarth, Level 16, 120 Edward Street, Brisbane, Qld
	 	 
	Post Code:	4000
	 	 
	Email:	chris.raczkowski@synthesisenergy.com
	 	 
	For the attention of:	Chris Raczkowski, SES Asia President
	 	 
	To SES:	Synthesis Energy Systems Technologies, LLC,
	 	 
	AND	 
	 	 
	Address:	Three Riverway, Suite 300, Houston, Texas
	 	 
	Post Code:	77056
	 	 
	Email:	delome.fair@synthesisenergy.com
	 	 
	For the attention of:	President and CEO 













 


In the event notices, statements, payments received under
this Agreement by a Party hereto are sent by certified or registered mail to the Party entitled thereto at the address provided
for in this Agreement, they shall be deemed to have been given or made as of the date so mailed, and if sent by wire then as of
the date transferred.


 


		10.2	Representations and Warranties. Each party represents and warrants to the other that:



 


		(a)	it is an entity duly formed, validly existing, and in good standing and has all requisite power
and authority to make, execute and deliver this Agreement and to consummate the transactions contemplated hereby;



 


		(b)	the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby, have been duly approved and authorized by all necessary corporate actions on its behalf;



 


		(c)	neither the execution and delivery of this Agreement by it nor the consummation by it of the transactions
contemplated hereby, will constitute a violation of, or be in conflict with: (i) any judgment, decree, order, regulation or rule
of any governmental authority; (ii) any law, regulation or order of any governmental authority; or (iii) any agreement entered
into with a third party or any third party's rights including intellectual property and moral rights; and



 


		(d)	it has the full right to grant the rights, assignments and licenses granted by it in this Agreement.



 


		10.3	SESTA Representations. SESTA further represents and warrants to AFE for the Term of this
Agreement that it has a right to license all rights, title and interest in and to SGT and will use its commercially reasonable
efforts under the terms of this agreement to provide a PLA for the SGT to Projects in the Territory and that as of the Effective
Date there are no disputes, conflicts, claims (actual or threatened), actions, litigation, arbitrations, suits, proceedings, judgments,
or decrees existing, or to its knowledge pending or threatened, by or against, or affecting or relating to the SGT or Know How
use or promotion of the SGT or Know How as contemplated by this Agreement.



 



    	 	Page 13 of 29



     


    




		10.4	Governing Law; Forum. This Agreement and the transactions contemplated hereby (including all claims
or causes of action (whether in agreement or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation,
execution or performance of this Agreement, or such transactions) and the legal relations among the parties shall be governed and
construed in accordance with the laws of the State of Queensland, Australia, excluding any conflicts of law rule or principle that
might refer construction of such provisions to the laws of another jurisdiction. All of the parties hereto consent to the exercise
of jurisdiction by the courts of the State of Queensland, Australia for any dispute. Each party hereto waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect of any dispute.



 


		10.5	Severability; Compliance with Law. If one or more provisions of this Agreement should be held invalid
for any reason whatsoever by any court, administrative agency, or arbitration board, such provision or provisions shall be severed
from this Agreement and the remainder of the Agreement shall remain in effect. None of the provisions of this Agreement shall be
construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision
of this Agreement and any material statute, law or ordinance, the latter shall prevail; but in such event the provision of this
Agreement affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the
remainder of the Agreement shall remain in effect without modification. Each Party agrees to comply with all applicable laws and
regulations as well as appropriate business standards when conducting activities under this Agreement. This obligation shall apply
to the activities of employees of such Party in their relations with employees of the other Party, including, but not be limited
to, establishing precautions to prevent its employees from making, receiving, providing or offering any substantial gifts, extravagant
entertainment, payments, loans or other considerations. Without limitation to the foregoing, each Party agrees that it shall not
furnish, deliver, or release the technology, services, software, or commodities made available to it hereunder to any individual,
entity, or destination, or for any use, except in full accordance with all applicable laws, regulations, and requirements of home
countries (or districts) with respect to export control and trade sanctions. Each Party will comply with all prohibitions on transactions
with or transfers to the nations or governments where the parties located in or operated from, subject to comprehensive economic
sanctions of all home countries (or districts), and prohibitions on transactions with or transfers to entities or individuals identified
on the government’s List of Specially Designated Nationals and Blocked Persons (relevant Bureau) and Denied Persons List
and Entity List (relevant Bureau) of the home countries (districts). Each Party agrees and understands it shall be responsible
for ongoing compliance with all such applicable laws, regulations, and requirements.



 



    	 	Page 14 of 29



     


    




		10.6	Entire Agreement. This Agreement (including all schedules and attachments, which are a part hereof),
embodies the entire understanding between the Parties as to its express subject matter, and any prior or contemporaneous representations,
warranties or arrangements between the Parties relating hereto, either oral or written, are hereby superseded.



 


		10.7	Publicity. Neither Party will make any announcement of any kind, oral or written, public or private,
to any external party, including the media, governments or financial institutions, regarding this Agreement without the prior written
consent of the other Party, except to the extent required by any court of law or any law, rule, or regulation having jurisdiction
over a Party, or if requested or required by an agency of any government having or asserting jurisdiction over a Party, and having
or asserting authority to require such disclosure in accordance with that authority or pursuant to the rules of any recognized
stock exchange or agency established in connection therewith.



 


		10.8	Headings. The headings in this Agreement are for informational purposes and should not be construed
as altering the terms of the Agreement.



 


		10.9	Independent Status of Parties. The Parties enter into this Agreement solely on their own behalf
and not on behalf of any other person or entity. No party is a third party beneficiary of this Agreement. Each party shall act
as an independent Agreement or and shall not bind nor attempt to bind the other party to any Agreement, or any performance of obligations
outside of this Agreement. Nothing contained or done under this Agreement shall be interpreted as constituting either party the
agent of the other in any sense of the term whatsoever.



 


		10.10	Interpretation. The choice of words used in this Agreement shall be deemed to be wording chosen
by both Parties to express their mutual intent and agreement. Each Party acknowledges that it has had adequate opportunity and
bargaining strength to review, negotiate, and revise this Agreement.



 


 






    	 	Page 15 of 29



     


    




		10.11	Waiver. No waiver of any right or rights under this Agreement shall be of any effect or binding
upon either Party unless such waiver is in writing and is signed by an authorized representative of the Party so waiving such right
or rights. Further, no waiver of any right or rights under this Agreement shall be deemed a waiver of, acquiescence in or consent
to any other breach or default occurring at any time.



 


		10.12	Modification. No changes, alteration or amendment of this Agreement shall be of any force or effect
unless it is in writing, executed by authorized representatives of both Parties and such writing expressly states that it is to
be an alteration or amendment of this Agreement.



 


		10.13	No Third Party Beneficiaries. Nothing in this Agreement is intended nor shall it be construed to
give any person, other than the Parties hereto and their respective successors and permitted assigns, any right, remedy or claim
under or in respect of this Agreement or any provisions hereof.



 


		10.14	Remedies. The Parties acknowledges that money damages would be an inadequate remedy for the damages
of a Party arising from the breach of this Agreement by the other Party, and that the harm that would be caused by a breach of
this Agreement would be difficult, or potentially impossible, to calculate. Therefore, the Parties agree that either Party shall
be entitled to other remedies, including injunction, specific performance or other equitable remedies, in the event of any breach
or threatened breach of the provisions of this Agreement by the other Party.



 


		10.15	Force Majeure. Time and diligence of the Parties are of the essence to this Agreement, it being
understood that in the event of any act of God, war, insurrection, strike or wildcat labor disturbance, or act or occurrence solely
outside the direction or control of the Parties, which occasions some delay, the time periods set forth hereunder shall be extended
for the duration of such act or occurrence.



 


		10.16	Disputes. The Parties agree to comply with the following dispute resolution procedure in relation
to any dispute arising in connection with this Agreement:



 


(a) Where a dispute arises between
the Parties, the person complaining (the "complainant") must give the other Party a written notice stating:


 


		(i)	the nature of the dispute;



 


		(ii)	what outcome the complainant is seeking;



 


		(iii)	what action the complainant believes will settle the dispute.



 


(b) The Parties must make every reasonable effort to resolve
the dispute including escalating the dispute to senior management.


 


(c) If the Parties are unable to reach a resolution of the
dispute within fourteen (14) days of notice being given, then either Party may, by notice to the other Party, advise that the dispute
should be resolved by arbitration in accordance with paragraph (d).


 






    	 	Page 16 of 29



     


    

(d) All disputes arising out of or in connection with the
present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. The parties agree the chosen language will be English and the arbitration
is to take place in Brisbane, Queensland, Australia.


 


		11.	Taxes



 


		11.1	(Taxes) Each Party is responsible for any taxes or fees imposed on any payment by AFE to SESTA under this Agreement,
including, without limitation, for business tax, and income tax imposed on Licensee.



 


		11.2	(Withholding tax) AFE shall be entitled to deduct the sums required to pay any withholding taxes demanded by any taxation
authority from payment to SESTA, so that SESTA receives an amount net of such withholding taxes. If AFE does deduct such amounts,
it shall pay such sums to the relevant taxation authority within the period for payment permitted by law, and furnish SESTA with
evidence of payment to the relevant tax authority of the relevant amount.



 


		11.3	(Definitions) In this clause, “GST” and “GST Law” have the meanings given in A New Tax System
(Goods & Services Tax) Act 1999. Any other words defined in the GST Law have the same meaning in this clause unless otherwise
indicated.



 


		11.4	(Amounts specifically described as GST inclusive) The following provisions of this clause do not apply if the consideration
for a supply is specifically described as GST inclusive under another provision of this Agreement.



 


		11.5	(Amounts are GST exclusive) The parties agree that the consideration required by any other clause of this Agreement
to be paid or provided for a supply does not include any amount for GST.



 


		11.6	(Gross up of consideration for GST) If anyone makes a taxable supply under this Agreement the consideration for that
taxable supply (but for the application of this clause) (“GST exclusive amount”) is to be increased by the GST
payable by the supplier on that supply (“GST charge”). The recipient of a taxable supply in addition to and
at the same time as it is required to pay or provide the GST exclusive amount must also pay to the supplier an amount equal to
the GST charge. The recipient must pay the GST charge for a taxable supply without any deduction or set off.



 


		11.7	(Tax Invoice) However, despite the previous paragraph, a recipient is not required to pay any part of the GST charge
for a supply until it has been given a tax invoice or an adjustment note for the supply.



 






    	 	Page 17 of 29



     


    




		11.8	(Reimbursements) Where an amount payable under this Agreement is a reimbursement or indemnification worked out by reference
to a cost or expense incurred or loss or damage suffered by the person entitled to the payment (payee), then the amount
to be paid must be reduced by the amount of any input tax credit to which the payee is entitled for that cost, expense, loss or
damage and if the payment is consideration for a taxable supply by the payee is to be increased by the amount of GST which the
payee must pay in relation to that taxable supply.



 


		11.9	(Adjustments) If an adjustment event happens in relation to any taxable supply which is made under or in connection
with this Agreement then the consideration for that supply is to be changed as follows:



(a) if the adjustment event results in the supplier
of that supply having an increasing adjustment the recipient of the supply must pay to the supplier an amount equal to that increasing
adjustment; and


 


(b) if the adjustment event results in the supplier of that supply having
a decreasing adjustment the supplier of the supply must pay to the recipient an amount equal to that decreasing adjustment.


 


		11.10	(Groups) References to GST payable by a person for a supply made by them include GST payable by a representative member
for a GST group in relation to the relevant supply and input tax credits to which a person is entitled in relation to a supply
include input tax credits to which a representative member for a GST group is entitled in relation to the that supply.



 


 


 


 


[Signature Page Follows]


 






    	 	Page 18 of 29



     


    

IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their duly authorized representatives as of the date first set forth above.


 








 








	SYNTHESIS ENERGY SYSTEMS TECHNOLOGIES, LLC,
	 	 
	 	 
	By: 	/s/ Chris Raczkowski
	 	 
	Name:	Chris Raczkowski
	 	 
	Title: 	Asia President
	 	 
	Date: 	May 10, 2017
	 	 
	 
	SEST AUSTRALIA PTY LTD
	 	 
	 	 
	By: 	/s/ Chris Raczkowski
	 	 
	Name of Director:	Chris Raczkowski
	 	 
	By:  	/s/ Kerry Parker
	 	 
	Name of Director	 
	/Secretary:            	Kerry Parker
	 	 
	Date:  	May 10, 2017
	 	 
	 
	AUSTRALIAN FUTURE ENERGY PTY LTD
	 	 
	 	 
	By:   	/s/ Edek Choros
	 	 
	Name of Director:	Edek Choros
	 	 
	By:    	/s/ Richard Barker
	 	 
	Name of Director	 
	/Secretary:   	Richard Barker
	 	 
	Date:   	May 10, 2017







 


 


 






    	 	Page 19 of 29



     


    

Appendix A


 


Definitions


 


The following words and phrases have the meanings set
forth below where used herein with initial capital letters.


 


		-	“AFE Shareholders' Agreement” means the Shareholders'
Agreement of Australian Future Energy Pty Ltd. dated on or about the date of this Agreement. 



 


		-	“AFE Objective” is for AFE to become the leading
company in Australia providing and operating efficient clean energy centers in Australia by deploying SGT into its Projects and
leveraging the combined expertise of AFE and SES to secure ownership positions in coal resources, raise the development funds required
to build energy and chemical (“Projects”), finance the acquisition of the coal resources and construction of Projects
and thereby transform such coal resources into much more valuable energy reserves and energy dense products and to facilitate deployment
of SGT into Projects owned and/or operated by third parties within the Territory.



 


		-	“Affiliate”, with respect to a Party, shall mean
any entity directly or indirectly controlling, controlled by or under common control with such Party; an entity shall be deemed
to “control” another entity if the former possesses, directly or indirectly, no less than 50% voting shares or registered
capital, or the power to appoint or elect the majority of directors or the actual control rights of the latter. 



 


		-	“Confidential Information” shall mean all oral
or written information which is disclosed by one Party to the other whether before or after the date of this Agreement, which is
designated in writing as confidential or would appear to a reasonable person to be confidential and which relates to a Party's
business including its technology and Know-How as well as trade secrets, strategic business or marketing information, business
projections, secret processes and etc., including but not limited to processes, data, formulae, material balance, control logic,
programs, manuals, designs, sketches, photographs, plans, drawings, specifications, reports, studies, findings, non-patented inventions
and ideas, any data relating to a patent that is not disclosed in a granted patent, and other information relating to the production,
packaging, use, pricing, or sales and distribution, whether of a technical, engineering, operational, business or economic nature.



 


		-	“Effective Date” means the date of this Agreement.



 


		-	“GTI Fee” is the royalty owed by SESTA to the
Gas Technology Institute (GTI) for each licensed Project which equates to ***% of each License Fee payment received by SESTA from
the Project. The GTI Fee is payable by SESTA to GTI within 30 days of each actual license fee payment received by SESTA from the
Project.



 


		-	“Know-How” shall mean all commercial and technical
information, including trade secrets, pertaining to the SGT, including, but not limited to, theses, designs, drawings, blueprints,
specifications, test data, charts, fabrication techniques, materials of construction, and formulations, graphs, operating and test
procedures, shop practices and instruction manuals.



 


		-	“Licensor” is SESTA or its designated Affiliate.



 






    	 	Page 20 of 29








*** This information has been omitted
in reliance upon Rule 406 under the Securities Act of 1933, as amended, Rule 24b-2 under the Securities Exchange Act of 1934, as
amended, the Freedom of Information Act, 5 U.S.C. § 552 and the rules promulgated thereunder, and has been filed separately
with the Securities and Exchange Commission.







 


 


     


    







		-	“Licensee” is the legal entity owning and responsible
for operating each site specific Project which enters into a PLA. 



 


		-	“Project License Agreement” or “PLA”
means an agreement between SESTA and the Project owner/s that includes the necessary technology rights for the operation of a Project
in the Territory (or outside of the Territory, if applicable). Each Project will require a valid PLA which grants a licensed right
to operate the proposed Project to produce a defined quantity of Syngas. 



 


		-	“Process Design Package” or “PDP”
is a body of engineering work prepared by SESTA which grants the site specific SGT process design parameters for the Project and
is utilized by the Project’s selected engineer or engineering, procurement, and construction (“EPC”) contractor
to complete a detail design suitable for construction of the gasification system for the Project.



 


		-	"Project" means a project that involves the use
of the SGT for the establishment, development and/or operation and maintenance of a Syngas production plant in the Territory (or
outside of the Territory, if applicable) and may be a Project to which AFE or any of its Affiliates is a party or a Project for
which AFE or any of its Affiliates facilitates a licence between SESTA and the Project owner/s.



 


		-	“SES Intellectual Property” means all present
and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing,
including the patents, patent applications, copyrights, copyrightable works, registered designs, inventions, improvements,
trade secrets, Know-How, drawings, plans, material specifications, dimensions, tolerances, processes, prototypes, assembly procedures,
quality control procedures, other technical information, and data or other intellectual property rights owned by, created by SESTA,
or licensed to SESTA and related to the SGT, which includes, inter alia, “SES Gasification Technology” or “SGT”
and the Know-How.



 


		-	“SGT” shall include SES Intellectual Property,
Know-How, trade secrets and methods licensed to SESTA or developed by SESTA and its Affiliates for its advanced fluidized bed gasification
technology, which was initially based upon the U-Gas® technology licensed by SESTA and Affiliates from GTI, and which has been
further developed through additional improvements, Know-How and patents developed by SESTA and Affiliates through industry experience
of SESTA and Affiliates gained from developing, designing and operating projects in China and from designs by or for SESTA and
its Affiliates in their development of projects globally.



 


		-	“SGT License Fee” means a royalty payable by a
Project to SESTA based on the daily capacity of Syngas for which a Project is to be designed under a PLA. 



 


		-	“SGT Proprietary Equipment”
means the collection of equipment fundamental to the performance of SGT in the Projects such as gasifier
reactor, cyclones, fines management, ash discharge, heat recovery steam generator (HRSG) and miscellaneous specialty valves as
further defined in Appendix D.



 


		-	“SES Marks” means any trademark or service mark owned or created by SESTA or
its Affiliates, or licensed to SESTA and used with SGT and listed on Appendix C including any new trademark or service mark notified
in writing by SESTA or its Affiliates from time to time as being included in Appendix C.



 



    	 	Page 21 of 29



     


    




		-	“Shared License Fee” means ***% of all SGT License
Fees net of the GTI Fee and actually received by SESTA from each Project.



 


		-	“Synthesis Gas” or “Syngas”
means a mixture of CO, H2, CH4 and CO2 produced using the SGT process. Syngas capacity from the
SGT may be licensed as a defined daily quantity of CO + H2 or CO + H2 + CH4,
the details of which must be spelled out in a PLA.



 


		-	“TNDA” is a standard form non-disclosure agreement
used by SESTA prior to completion of a PLA for a Project which is intended to protect technically and competitively sensitive confidential
information related to the SGT. 



 


		-	“Technical Services” means the basic technical services
to be performed by the Licensor under a separate Technical Services Agreement between the Licensee and the Licensor, the minimum
scope of these basic Technical Services will be defined for each project in the PLA.



 


		-	"Term" has the meaning given to it in clause 6.1
of this Agreement.



 


		-	“Territory” shall mean Australia. 



 


 






    	 	Page 22 of 29






*** This information has been omitted
in reliance upon Rule 406 under the Securities Act of 1933, as amended, Rule 24b-2 under the Securities Exchange Act of 1934, as
amended, the Freedom of Information Act, 5 U.S.C. § 552 and the rules promulgated thereunder, and has been filed separately
with the Securities and Exchange Commission.







     


    




Appendix B


 


SGT License Fee Calculation Methods


 


 


Each PLA for a Project will include a License Fee which is a royalty
based on the daily capacity of Syngas for which the Project is to be designed. SESTA, AFE, and their Affiliates, will use all reasonable
efforts to maximize the License Fee for each PLA.


 


 


 


License Fees will be based on Syngas capacity and will generally
utilize the following calculation method where SGP = Syngas Capacity Price per NCM; NCM = Normal Cubic Meters and HR = Hours:


 


License Fee = NCM x 24 HR
x SGP


 


The parties recognize that syngas is utilized for a variety of markets such as but not
limited to power generation, DRI steel chemicals, ammonia/urea, substitute natural gas, and transportation fuels such as diesel
and gasoline and that the value of the SGT syngas generation technology enables usage of low quality coal resources for syngas
production for these markets. The parties will negotiate to establish an appropriate SGP for each market based on the potential
value the SGT offers.


 


_____________________


 






    	 	Page 23 of 29



     


    




Appendix C


 


SES Marks


 


		1.	SES logo



		1.1	English logo









 


 


		2.	SES slogan



		2.1	Unlocking value through clean energy technology.



 


		3.	U-GAS trademark



		3.1	U-GAS®



 


 





 


 





 






    	 	Page 24 of 29



     


    

Appendix D




EQUIPMENT SUPPLY OUTLINE


 


 


 


 


 


		1.	SES will provide key proprietary equipment pieces to assure that they are designed and fabricated with the most up-to-date
technical design information and with careful attention to critical details. SES’ primary goal is to assure that all current
operating and design experience known to SES is properly included in these key equipment pieces so that LICENSEE’S plant
will minimize its time to mature operation and experience the highest availability and operability.



 


 


		2.	Equipment to be supplied by SES will include:



 


		a)	Feed Hoppers and Valves



 


		b)	Screw Feeders



 


		c)	Gasifier including internals, with refractory specifications and installation procedures



 


		d)	Heat recovery steam generator and its associated steam drum



 


		e)	Primary and secondary cyclones, including dip legs and refractory



 


		f)	High temperature ash cooler and screw



 


		g)	Ash hoppers and Valves



 


		h)	Low temperature ash cooler



 


		i)	High efficiency cyclone



 


		j)	The syngas filter



 


		k)	Fines handling hoppers and valves



 


		l)	Syngas Scrubber



 


 


		3.	Pricing, terms and conditions for the supply of each item, including schedule and warranties, will be developed during the
Process Design Package work as design information for each becomes available. These terms and conditions will be comparable to
those of other equipment pieces and will be developed in consultation with LICENSEE.



 






    	 	Page 25 of 29



     


    







Appendix E


 


Sample SESTA TNDA for SGT Projects


 


Note: The following non-disclosure agreement (TNDA) is a sample agreement intended for
business activities and projects in Australia which require SGT confidential information. The terms and conditions of this agreement
are subject to updates and modifications by SESTA from time to time.


 


Agreement made this [DATE]


 


 


 


Between Synthesis Energy Systems Technologies, LLC (“SES”)
and


 


 


 


[COUNTERPARTY] (“Recipient”)


 


 


SES has developed, licensed or otherwise acquired proprietary technical information relating
to coal gasification technology, the manufacture of synthesis gas in a proprietary process and its integration with adjacent technologies
for: i) the production of clean synthesis gas, ii) the production of hydrogen, iii) the production of chemicals, iv) the production
of transportation fuels, and v) the production of electric power, vi) coal preparation and feeding, vii) ash discharge viii) particulate
recycling, control and removal, and ix) enhanced methanol production (the “SES Technology”).


 


Recipient desires to obtain from SES sufficient technical information for the purpose
of enabling Recipient to collaborate with SES, evaluate such collaboration, provide technical services or technical support services
to SES, or enter into any business or technical relationships with SES (the “Purpose”).


 


SES is willing to make available to Recipient such of SES's technical information as
in SES’s opinion will be useful to Recipient for the Purpose, on the basis set forth in this letter agreement (this “Agreement”).


 


In consideration for the mutual covenants contained herein and the other good and valuable
consideration to be provided hereunder, the parties hereby agree as follows:


 


1.       For purposes of this
Agreement, “SES Confidential Information” means any and all technical or other information disclosed to or obtained
by Recipient (including, without limitation, all information comprising or relating to the SES Technology), directly or indirectly,
by SES or its affiliates under this Agreement, whether disclosed orally, in writing, visually or electronically. SES Confidential
Information shall also include any such information that is or may be combined with any other information by Recipient and any
evaluations thereof prepared by or on behalf of Recipient. Notwithstanding the foregoing, SES Confidential Information shall not
include any information (i) that is or hereafter becomes, through no fault of Recipient, generally available to the public or otherwise
a part of the public domain by publication or otherwise; (ii) that Recipient can demonstrate was received by it from a third party
having the right to disclose the same without any restriction on disclosure and who did not receive it directly or indirectly from
SES, its parent, affiliates or their successors in interest in violation of any confidentiality obligation to SES or any of them;
or (iii) that Recipient can demonstrate was already lawfully in its possession at the time of receipt from SES or hereafter developed
by Recipient's employees who did not have access or recourse to any SES Confidential Information, provided that information disclosed
under or as a result of this Agreement shall not be deemed to be within the foregoing exceptions merely because such information
is embraced by more general information in the public domain or in the possession of Recipient, nor will a combination of features
be deemed within the foregoing exceptions merely because individual features are in the public domain or in Recipient’s possession
unless the combination itself is in the public domain or in Recipient’s possession.


 






    	 	Page 26 of 29



     


    

2.       Recipient will not itself,
nor will it permit any other person, to publish, copy or reproduce in any form or manner, nor disclose the SES Confidential Information,
in whole or in part, directly or indirectly, to any third party (including without limitation to any contractor, affiliate, agent,
government agency, or customer) without the prior written consent of SES. Recipient agrees that Recipient will limit access to
SES Confidential Information to only those employees of the Recipient who are needed for the Purpose and who have undertaken obligations
of confidentiality and limited use no less restrictive than those set forth in this Agreement, and provided that Recipient will
advise each such person of the confidential nature of SES Confidential Information and of the obligations of this Agreement. Recipient
will be responsible for any breach of the terms of this Agreement by any person receiving SES Confidential Information directly
or indirectly from Recipient.


 


3.       Recipient will employ
at least the same degree of care in protecting the SES Confidential Information as it employs in protecting its own confidential
information of similar import, but not less than a reasonable degree of care. Without limiting the foregoing, Recipient will not
copy any SES Confidential Information, except as may be required for the Purpose, and will store such SES Confidential Information
in a secure place.


 


4.       Recipient agrees that
Recipient will not directly or indirectly use or permit the use of the SES Confidential Information for any purpose other than
the Purpose.


 


5.       In the event that Recipient
receives an order to disclose all or any part of the SES Confidential Information under the terms of a subpoena or order issued
by a court or by a governmental body, Recipient agrees (i) to notify SES immediately of the existence, terms, and circumstances
surrounding such order, (ii) to consult with SES on the advisability of taking legally-available steps to resist or narrow such
order, (iii) cooperate, at its own expense, with any legally-available steps taken by SES to resist or narrow such order, and (iv)
if disclosure of such SES Confidential Information is required to prevent Recipient from being held in contempt or subject to other
penalty, to furnish only such portion of the SES Confidential Information as, in the written opinion of Recipient’s counsel
(reasonably satisfactory to SES), it is legally compelled to disclose, and (v) to exercise its best reasonable efforts to obtain
an order or other reliable assurance from such court of governmental body that confidential treatment will be accorded to the SES
Confidential Information.


 


6.       At SES’s request
and in any event upon termination of this Agreement, Recipient shall return or procure the return to SES of all documents and materials
furnished to it by SES, and any other documents prepared by the Recipient or its representatives, incorporating any SES Confidential
Information and shall destroy all copies or other documents and materials that contain, reflect or are derived from SES Confidential
Information, whether the same be in the possession of Recipient or of any person who has received the SES Confidential Information
from the Recipient.


 






    	 	Page 27 of 29



     


    

7.       Recipient agrees to disclose
promptly to SES any inventions, improvements or derivatives which are conceived by any employee of Recipient or by any third party
recipient of SES Confidential Information from Recipient, and which are based on any SES Confidential Information. Recipient grants
to SES (and shall procure the grant from any such third party if required of) an exclusive, worldwide, irrevocable, royalty-free
license and licensing right to any and all such inventions, improvements and derivatives, whether patentable or not, all without
accounting to Recipient or any other party.


 


8.       NO REPRESENTATION OR
WARRANTY, EXPRESSED OR IMPLIED, IS MADE REGARDING THE SES CONFIDENTIAL INFORMATION, OR ITS COMPLETENESS, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR USE. RECIPIENT IS SOLELY RESPONSIBLE FOR DETERMINING HOW TO USE SUCH INFORMATION IN ITS EVALUATION AND SES DISCLAIMS
LIABILITY FOR ANY LOSS OR DAMAGE THAT MAY OCCUR FROM THE USE OF SES CONFIDENTIAL INFORMATION. SES SHALL HAVE NO LIABILITY TO RECIPIENT
UNDER OR AS A RESULT OF THIS AGREEMENT.


 


9.       Nothing contained herein
shall be construed as granting Recipient or any other party a license under any patent, trade secret or other rights of SES or
its affiliates relating to SES Confidential Information or any other SES intellectual property. Nothing in this Agreement shall
be deemed a commitment by either party to enter into any license or further agreement. Recipient undertakes not to create, use,
register or seek to register any mark, domain name, copyright material, patent, design, trade name or trade dress which incorporates
or is confusingly similar to any SES Confidential Information or other SES intellectual property.


 


10.       Recipient acknowledges
and agrees that money damages would be an inadequate remedy for its breach of this Agreement because of the difficulty of ascertaining
the amount of damages that would be suffered by SES in connection therewith. Therefore, Recipient agrees that SES shall be entitled
to equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of the provisions
of this Agreement by Recipient, in addition to all other remedies available to SES at law or in equity.


 


11.       Recipient acknowledges
that portions of the SES Confidential Information may be subject to export control restrictions. Without limitation to the other
restrictions set forth herein, Recipient shall not furnish, deliver, or release any aspect of the SES Confidential Information
made available to it hereunder to any individual, entity, or destination, or for any use, except in full accordance with all applicable
laws, regulations, and requirements of the United States with respect to export control and trade sanctions. Recipient agrees and
understands it shall be responsible for ongoing compliance with all such applicable laws, regulations, and requirements


 


12.       This Agreement constitutes
the entire agreement between the parties and supersede and cancel all prior negotiations, understandings and agreements between
the parties, whether oral or written, regarding the subject matter of this Agreement or thereof. This Agreement can be amended
only by written document signed by both parties which expressly states that it is to be an amendment of this Agreement. If any
provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed severed from this Agreement,
which shall otherwise remain in full force and effect.


 


13.       This Agreement shall
come into effect on the day first written above and shall continue in full force until terminated at any time by either party by
providing written notice of such termination to the other party. Termination of this Agreement shall not relieve the Recipient
of any obligation hereunder with respect to SES Confidential Information disclosed to Recipient prior to such termination and the
restrictions set forth in this Agreement shall remain in full force unless and until such SES Confidential Information ceases to
be SES Confidential Information under Paragraph 1 of this Agreement.


 






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14.       The provisions of this
Agreement will be for the benefit of and binding upon each of the parties and their respective successors and assigns, and will
be governed by and construed in accordance with the internal laws of the State of Texas, USA, without regard to principals of conflicts
of laws. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas,
USA, and agree that any disputes arising under or related to this Agreement shall be resolved in such courts; provided that any
judgment or order of such courts may be enforced in any court of competent jurisdiction. Each party hereby further agrees to accept
service of process by registered mail, courier, or any other method for which a delivery receipt is generated, and hereby waives
any jurisdictional or venue defenses otherwise available to it.


 


15.       Nothing in this Agreement
shall prevent SES from applying for injunctive relief on the grounds of misuse or threatened misuse of SES Confidential Information
or infringement, or threatened infringement of SES's intellectual property.


 


Please have a duly authorized officer of your company sign two copies of this letter
and return both to SES for execution on behalf of our company. A fully executed copy will be returned to you and, upon execution
by SES, the date first set forth above shall be the effective date of this Agreement.


 


SYNTHESIS ENERGY SYSTEMS TECHNOLOGIES, LLC






 


By: _____________________________






 


Name:


 


Title:


 


 


 


ACCEPTED AND AGREED:


 


[NAME OF PARTY TWO]


 


 


 


By:_______________________________






 


Print Name:




 


Print Title:


 


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