EX-10.1



 Exhibit 10.1 
 Share Purchase Agreement 
 Between 

Synthesis Energy Systems, Inc. 
 and 
 Hongye International Investment Group Co., Ltd. 

June 18, 2012 

  

			
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 SHARE PURCHASE AGREEMENT 

This Share Purchase Agreement (this “Agreement”) is entered into on June 18, 2012 between Synthesis Energy Systems,
Inc., a Delaware corporation (“SES”) and Hongye International Investment Group Co., Ltd. (



), a joint stock company incorporated and existing according to the laws of the People’s Republic of China (“Hongye”). The parties to this Agreement are sometimes referred to individually as a
“Party” and together as the “Parties.” 
 WHEREAS, Hongye has agreed, among other things, to
make an investment in newly issued shares as specified on Schedule 2 to this Agreement (the “Shares”) of the common stock, par value US$0.01 per share, of SES (the “Common Stock”); and 

WHEREAS, Hongye and SES now desire to complete the investment of Hongye in the Shares. 

NOW, THEREFORE, in consideration of the agreement of SES to sell the Shares to Hongye, and Hongye’ s agreement to purchase the
Shares from SES, upon the terms and conditions contained herein, SES and Hongye agree as follows: 
 1. DEFINITIONS AND INTERPRETATION.

 (a) Definitions 
 In this Agreement, unless the context otherwise requires, the capitalized terms used in the English version of this Agreement and the terms in the Chinese version of this Agreement shall have the meanings
ascribed to them in Part 1 of Schedule 1 to this Agreement. 
 (b) Interpretation 

In this Agreement, unless the context otherwise requires, the rules of interpretation set out in Part 2 of Schedule 1 to this Agreement
shall apply. 
 2. SHARE PURCHASE AND PURCHASE PRICE. 
 (a) Subject to the terms and conditions of this Agreement, Hongye agrees to irrevocably purchase from SES, at a purchase price of US$1.50 per share, the number of shares of the Common Stock specified on
Schedule 2 to this Agreement for the aggregate purchase price specified on Schedule 2 and SES agrees to issue, or cause to be issued, the Shares to Hongye. 
 (b) The aggregate purchase price shall be paid by Hongye by wire transfer in US$ in immediately available funds to a bank account of SES specified prior to the Closing. 

(c) The aggregate purchase price shall be paid by Hongye to SES from a specific asset management account opened in a custodian bank (the
“Custodian Bank”) by a CSRC certified Qualified Domestic Institutional Investor (the “QDII”) appointed by Hongye. The QDII will be the record owner of the Shares, but Hongye will retain beneficial ownership of the
Shares. 

  

			
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 3. DEPOSIT. 
 (a) Within three (3) Business Days after signing of this Agreement, Hongye shall deposit RMB fund equivalent of US$1,000,000 in cash into the bank account designated by SES below by wire transfer of
immediately available funds (the “Good Faith Deposit”). 
 Bank: Shanghai Pudong Development Bank Xuhui Branch

 Account name: SES New Energy Technologies (Shanghai) Co., Ltd. 

Account number: 9830 0155 3000 0051 9 
 (b) In the event that (i) Hongye terminates the Agreement pursuant to Clause 10(b), (ii) Hongye and/or SES terminate the Agreement pursuant to Clause 10(a) or 10(d), or (iii) Closing takes
place in accordance with Clause 5, the Good Faith Deposit shall be returned in full to Hongye by SES. In the event that the Agreement is terminated by Hongye or by SES for any other reason pursuant to Clause 10, SES shall be entitled to retain
the Good Faith Deposit. 
 4. CONDITIONS TO CLOSING. The obligation of the Parties to complete the purchase of the Shares and payment of
the purchase price in accordance with Clause 2 of this Agreement is subject to the fulfillment of the following conditions prior to or simultaneously with the Closing unless waived by SES in writing on before the Closing Date: 

(a) The representations and warranties by each Party contained in this Agreement shall be true and correct as of the Closing Date in all
material respects as though made at such date (except to the extent that a representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true as of such earlier date). 

(b) Hongye shall have engaged a CSRC certified QDII to invest in the Shares and Hongye shall have paid the RMB fund equivalent of the
amount of the purchase price specified on Schedule 2 to this Agreement to the specific asset management account opened in the Custodian Bank by such QDII. In addition, Hongye shall have caused the QDII to obtain the required filing with CSRC or
other governmental approvals, and Hongye shall have caused the QDII to issue a written confirmation to SES confirming that the purchase price payable by Hongye has been wired from that specific asset management account to the designated bank account
of SES. 
 Both Parties shall cooperate in good faith and use their best endeavors to satisfy the conditions set forth in Clause
4(a) and Clause 4(b). Either Party shall, after becoming aware thereof, promptly give written notice to the other Party of the satisfaction of any of the conditions to Closing. 
 5. CLOSING. The purchase of the Shares and the payment of the purchase price by Hongye (the “Closing”) shall take place at the Shanghai office of King & Wood Mallesons or such
other location as the Parties may mutually agree within five business days of satisfaction or waiver of all conditions precedent specified in Clause 4 (the “Closing Date”). 

  

			
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 6. REPRESENTATIONS AND WARRANTIES OF HONGYE 

Hongye hereby represents and warrants to, and agrees with, SES as follows: 

(a) Hongye is a joint stock company duly incorporated, validly existing, and in good standing under the laws of People’s Republic of
China, has all requisite power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted, to execute and deliver this Agreement, and to carry out the provisions
of this Agreement. 
 (b) All action on the part of Hongye and its officers, directors and control persons necessary for the
authorization, execution and delivery of this Agreement and the performance of all obligations of Hongye hereunder has been taken. This Agreement constitutes a valid and legally binding obligation of Hongye, enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. 
 (c) No consent, approval, qualification, order or authorization of, or filing with, any local, state, or federal governmental authority is required on the part of Hongye in connection with the engagement
of a CSRC certified QDII for the purchase of Shares. 
 (d) To the knowledge of Hongye, the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby by Hongye will not: (i) materially violate any applicable material state, federal or international laws, statutes, rules and regulations and ordinances, including
all applicable decisions of courts having the effect of law in any such jurisdiction applicable to Hongye, or any order or decree of any court or governmental instrumentality applicable to Hongye or any of its affiliates or any of their properties
(except for such violations which would not, in the aggregate, result in a material adverse effect on Hongye taken as a whole; (ii) materially conflict with or result in the material breach or termination of, constitute a default under or
accelerate any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other material instrument to which Hongye or any of its affiliates is a party or by which Hongye, any of its affiliates or any of their
material property is bound; or (iii) result in a material breach or material violation of the charter or bylaws, or other formation documents, of Hongye or its affiliates. 

(e) Hongye will not sell or otherwise transfer the Shares without registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws or an exemption therefrom. The Shares have not been registered under the Securities Act or under the securities laws of any state. 

(f) Hongye represents that it is purchasing the Shares for its own account, for investment and not with a view toward resale or
distribution except in compliance with the Securities Act. Hongye has not received or made an offer to sell the Shares being acquired, or to be acquired, nor does it have any present intention of selling, distributing or otherwise disposing of such
Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstances in violation of the Securities Act. 

(g) Hongye has the financial ability to bear the economic risk of loss of Hongye’s investment, has adequate means for providing for
its current needs and contingencies, and currently has no need for liquidity with respect to an investment in SES. 
 (h) Hongye
has been furnished by SES all information (or has been provided by SES access to all information) regarding the business and financial condition of SES, the attributes of the Shares and the merits and risks of an investment in the Shares which
Hongye has requested or otherwise needs to evaluate the investment in SES. Hongye has had an opportunity to read the filings of SES with the U.S. Securities and Exchange Commission (the “SEC”), which are available though the
SEC’s website (www.sec.gov) and the website of SES (www.synthesisenergy.com). 

  

			
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 (i) In connection with the transactions contemplated by this Agreement, to the knowledge of
Hongye, neither Hongye nor any of its senior management or directors has taken any action in material violation of any applicable material state, federal or international laws, statutes, rules and regulations and ordinances, including all material
applicable decisions of courts having the effect of law in any such jurisdiction applicable to Hongye, or any order or decree of any court or governmental instrumentality applicable to Hongye or any of its affiliates or any of their material
property, including, without limitation, the United States Foreign Corrupt Practices Act, as amended. 
 (j) The purchase of the
Shares and the payment of the purchase price by Hongye through specific asset management account opened through a CSRC certified QDII comply with the relevant Chinese regulations concerning investment of overseas securities. The QDII will be the
record owner of the Shares, but Hongye will retain beneficial ownership of the Shares. 
 (k) Hongye understands, acknowledges
and agrees that the certificates for the Shares shall bear substantially the following legend until (i) such Shares shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that
has been declared effective or (ii) in the opinion of counsel for SES, such Shares may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws: 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE
ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. 

(l) Hongye understands, acknowledges and agrees that, except as expressly set forth herein, SES makes no representation or warranty,
express or implied, at law or in equity, in respect of itself, its business, its operations, its assets, its projects, its prospects or the Common Stock. 
 (m) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the origination, negotiation or execution of this Agreement based upon
arrangements made by or on behalf of Hongye. 
 7. REPRESENTATIONS AND WARRANTIES OF SES. 

SES hereby represents and warrants to, and agrees with, Hongye as follows: 

(a) SES is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, United
States, has all requisite power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted, to execute and deliver this Agreement, to issue and sell the Shares
pursuant to this Agreement, and to carry out the provisions of this Agreement. 

  

			
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 (b) SES directly or indirectly owns the shares in the Subsidiaries listed in Part 1 of
Schedule 3 to this Agreement and the shares in the associated companies listed in Part 2 of Schedule 3 to this Agreement. All such SES shares in the Subsidiaries are free from any Encumbrance, and except as disclosed in Schedule 4 to this Agreement,
all such SES shares in the Subsidiaries are validly issued and fully paid up, not subject to any further payment or any restriction on transfer. Except as disclosed in Schedule 4 to this Agreement, each Subsidiary is duly incorporated, validly
existing, and in good standing, has all requisite power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. Each Subsidiary has the qualification to
conduct its business in the jurisdiction where such business is operated except for those jurisdictions where the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on SES and its Subsidiaries, taken as a whole. 
 (c) All action on the part of SES and its officers, directors
and control persons necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of SES hereunder and the authorization, issuance or sale and delivery of the Shares being issued hereunder has been
taken. This Agreement constitutes a valid and legally binding obligation of SES, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights
of creditors generally. 
 (d) The Shares, upon issuance in accordance with the terms hereof, will be duly and validly issued,
fully paid, and non-assessable and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. 
 (e) SES has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter
referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied as to form with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to
the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of SES, none of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law
(except for such statements as have been amended or updated in subsequent filings prior to the Closing Date). As of their respective dates, the financial statements of SES included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently
applied, during the periods involved and fairly present in all material respects the consolidated financial position of SES and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of SES included in the SEC Documents, SES has no liabilities, contingent or otherwise, other
than liabilities as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SES and its Subsidiaries taken as a whole. 
 (f) No consent, approval, qualification, order or authorization of, or filing with, any local, state, or federal governmental authority is required on the part of SES in connection with (i) the valid
execution, delivery, or performance of this Agreement by SES, and (ii) the offer, sale or issuance of the Shares by SES, except any notices of sale required to be filed with the SEC under the Securities Act, the listing notification required by
the NASDAQ Stock Market or such other post-closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor. 

  

			
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 (g) To the knowledge of SES, the execution, delivery and performance of this Agreement and
consummation of the transaction contemplated hereunder by SES will not: (i) violate any applicable material state, federal or international laws, regulations, rules or decrees, including any ruling of any competent court in any jurisdiction
applicable to SES and its Subsidiaries, or any material order or statute of any court or government authority applicable to SES or its Subsidiaries, affiliates or any of their properties (except for such violations which would not, in the aggregate,
result in a material adverse effect on SES and its Subsidiaries taken as a whole); (ii) materially conflict with or result in the material breach or termination of, constitute a default under or accelerate any performance required by, any
material indenture, mortgage, deed of trust, lease, agreement or other material instrument to which SES or any of its Subsidiaries is a party or by which SES, any of its Subsidiaries or any of their material property is bound; or (iii) will not
result in a material breach or material violation under the articles of association, bylaws and other incorporation documents of SES or its Subsidiaries. 
 (h) Except as disclosed in Schedule 4 to this Agreement and to the knowledge of SES, SES and its Subsidiaries own all material certificates, licenses, authorizations and permits necessary for them to
conduct their respective business issued by competent state, district or Chinese or other foreign government authorities (“Material Permits”), except where the failure to have such certificates, licenses, authorizations and permits would
not result in a material adverse effect on SES and its Subsidiaries taken as a whole). To the knowledge of SES, neither SES nor any of its Subsidiaries has received any notice on possible cancellation or amendment of such Material Permits. SES and
its Subsidiaries have paid all material expenses payable for such Material Permits. 
 (i) Except as disclosed in Schedule 4 to
this Agreement and to the knowledge of SES, SES and its Subsidiaries have good and valid title, subject only to Permitted Encumbrances, to all owned personal property, real property and a good and valid leasehold interest, subject only to Permitted
Encumbrances, to all leased personal property used in connection with the conduct of their business, free and clear of all Encumbrances. SES and its Subsidiaries have good and indefeasible title in their owned real property free and clear of all
Encumbrances (other than Permitted Encumbrances). 
 (j) Except as disclosed in Schedule 4 to this Agreement attached hereto and
to the knowledge of SES, neither SES nor its Subsidiaries have any material pending or threatened litigation, arbitration, judgment, claim, request or administrative procedure involving relevant business or assets of SES and its Subsidiaries against
SES and its Subsidiaries. 
 (k) Except as disclosed in Schedule 4 to this Agreement and to the knowledge of SES, neither SES
nor its Subsidiaries have violated any material environmental laws, regulations or relevant rules or specifications related to the environment. SES and its Subsidiaries have all environmental approvals and licenses as required for their normal
operation (except where the failure to have such approvals and licenses would not result in a material adverse effect on SES and its Subsidiaries taken as a whole), which are in full force and effect, and there is no administrative procedure of
replacement or cancellation of such licenses. 
 (l) Except as disclosed in Schedule 4 to this Agreement and to the knowledge of
SES, SES and its Subsidiaries have made all necessary federal, state and foreign tax declarations (including but not limited to Chinese tax declaration) according to law and have paid any payable tax (other than taxes contested in good faith), and
there is no ongoing tax audit, inspection or penalty. To the knowledge of SES, neither SES nor its Subsidiaries have received any notice requesting such audit, inspection or penalty. 

  

			
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 (m) To the knowledge of SES, SES and its Subsidiaries abide by the applicable labor laws in
all material respects, and there are no current labor disputes. 
 (n) SES and its Subsidiaries own or have the right to use all
material patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses or other intellectual property rights or other similar rights (“Intellectual Property Rights”)
related to their business. To the knowledge of SES, neither SES nor any of its Subsidiaries has received any notice from any third party indicating infringement of its rights by SES or such Subsidiary. To the knowledge of SES, all Intellectual
Property Rights of SES are valid in all material respects and there are no third-party infringements with respect to the Intellectual Property Rights of SES. 
 (o) SES and its Subsidiaries are not in violation in any material respect of any law or order applicable to their business (except for such violations which would not, in the aggregate, result in a
material adverse effect on SES and its Subsidiaries taken as a whole) and have not received any written notice from any governmental authority of the possible violation of any applicable law. 

(p) In connection with the transactions contemplated by this Agreement, to the knowledge of SES, neither SES nor any of its senior
management or directors has taken any action in material violation of any applicable material state, federal or international laws, statutes, rules and regulations and ordinances, including all material applicable decisions of courts having the
effect of law in any such jurisdiction applicable to SES, or any order or decree of any court or governmental instrumentality applicable to SES or any of its Subsidiaries or any of their material property, including, without limitation, the United
States Foreign Corrupt Practices Act, as amended. 
 (q) SES understands, acknowledges and agrees that, except as expressly set
forth herein, Hongye makes no representation or warranty, express or implied, at law or in equity, in respect of itself, its business, its operations, its assets, its projects or its prospects. 

8. POST-CLOSING AGREEMENTS. 
 (a) Hongye understands, acknowledges and agrees with SES as follows: (i) except as required by law and described in this Agreement, the purchase of the Shares is irrevocable, (ii) the offering
of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by Hongye herein;
and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Shares. 
 (b) Hongye understands,
acknowledges and agrees that, as a result of the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary after they are filed and
SES shall have no liability or obligation to Hongye with respect thereto. 
 (c) Hongye shall not sell, assign or transfer any
Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date. 
 (d) For so long as Hongye owns or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye shall, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director
nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. 

  

			
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 (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates,
shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or
seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its
subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or
(C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of
“solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter
into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e), or make any investment in any other
person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in
this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. 
 (f) After the
Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two
(2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however,
that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by
Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after
the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be
made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as
determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SES. 
 (g)
After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and
(ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating
projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow
all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the
terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who
have a similar level of position. 

  

			
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 (h) After the Closing Date, if any coal and chemical project in which
Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of
use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less
favorable than it has offered to a third party under the same conditions. 
 (i) The proceeds received by SES arising from this
purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China
within six (6) months after Closing. 
 (j) After the Closing Date, Hongye may, if practicable, process the application for
outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this. 

9. SURVIVAL AND INDEMNIFICATION. 
 (a) The representations, warranties and covenants of SES and Hongye contained in this Agreement will survive the Closing Date for a period of one year. The representations and warranties will not be
affected or reduced as a result of any investigation or knowledge of SES or Hongye. 
 (b) SES will indemnify,
defend and hold harmless Hongye and its officers, directors, employees, affiliates and agents, and the successors to the foregoing (and their respective officers, directors, employees, affiliates and agents), against any and all liabilities, damages
and losses and, but only to the extent asserted in any claim, demand, action, suit or proceeding made or brought by any person who or which is not a party to this Agreement or who or which is not an affiliate of any Party to this Agreement (such
claim, a “Third-Party Claim”), punitive damages, and all costs or expenses, including reasonable attorneys’ and consultants’ fees and expenses incurred in respect of Third-Party Claims or claims between the Parties hereto
(collectively, “Damages”), to the extent incurred or suffered as a result of or arising out of (i) the failure of any representation or warranty made by SES in Clause 7 to be true and correct as of the date hereof or as of the
Closing Date or (ii) breach of any covenant herein; provided, however, that SES will not be liable to Hongye under this Clause 9(b) unless the aggregate amount of Damages exceeds US$150,000, and then only for those Damages in
excess of such amount; provided, further, that the liability of SES under this Clause 9(b) to Hongye will not exceed, in the aggregate, an amount equal to US$1,800,000. Notwithstanding anything contained in this Agreement to the
contrary, none of the limitations in the preceding sentence shall apply in the case of fraud or intentional misrepresentation. 

(c) Hongye will indemnify, defend and hold harmless SES and its officers, directors, employees, affiliates, stockholders and agents, and
the successors to the foregoing (and their respective officers, directors, employees, affiliates, stockholders and agents), against any and all Damages, incurred or suffered as a result of or arising out of (i) the failure of any representation
or warranty made by Hongye in Clause 6 to be true and correct as of the date hereof or as of the Closing Date or (ii) breach of any covenant herein; provided, however, that Hongye will not be liable under this Clause 9(c) unless
the aggregate amount of Damages exceeds US$150,000 and then only for those Damages in excess of such amount; provided, further, that the liability of Hongye under this Clause 9(c) will not exceed, in the aggregate, an amount equal to
US$1,800,0000. Notwithstanding anything contained in this Agreement to the contrary, none of the limitations in the preceding sentence shall apply in the case of fraud or intentional misrepresentation. 

  

			
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 (d) If any person who or which is entitled to seek indemnification under Clauses 9(b) or
9(c) (an “Indemnified Party”) receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the person against whom or which such indemnification is being sought (an
“Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty days after
receipt of such written notice of such Third-Party Claim. Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the
estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or, by giving written notice to the Indemnified Party, to assume,
the defense of any Third-Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which will be reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good
faith in such defense. 
 (e) Any Indemnifying Party will have the right to defend the Indemnified Party against any third party
claim for which it is entitled to indemnification from such Indemnifying Party under this Clause 9 with counsel reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing
within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of Damages the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the Third Party Claim to the extent provided in Clauses 9(b) or 9(c), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the
Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill their indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does
not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or
practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party diligently conducts the defense of the Third-Party Claim. 
 So long as the Indemnifying Party has undertaken to conduct the defense of the Third-Party Claim in accordance with this Clause 9 (e), (i) the Indemnified Party may retain separate co-counsel at its
sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written
consent of the Indemnifying Party, and (iii) the Indemnifying Party shall keep the Indemnified Party informed as to the status of the claim for which it is providing a defense. Notwithstanding anything to the contrary herein, in the event that
(A) any of the conditions in this Clause 9 (e) is or becomes unsatisfied; (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such action within thirty days after the
Indemnifying Party received notice of the Third-Party Claim; (C) the Indemnified Party shall have reasonably concluded, based upon written advice of counsel, that it has defenses available to it that are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party with respect to such different defenses); or (D) representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding, then the
Indemnified Party may defend against, and consent to the entry of any judgment or enter into any 

  

			
	Share Purchase Agreement between SES and Hongye Execution Version	 	









 
settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in
connection therewith) and, the Indemnifying Party will be responsible for the Indemnified Party’s costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and the Indemnifying Party will remain
responsible for the entirety of the Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim. 
 (f) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party a written
notice thereof. The Indemnifying Party will have a period of twenty days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty day period, the Indemnifying Party will be deemed to
have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement or at law. 

(g) A failure to give timely notice or to include any specified information in any notice as provided in Clause 9(d)or 9(e) will not
affect the rights or obligations of any Party hereunder, except and only to the extent that, as a result of such failure, any Party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable
insurance coverage or was otherwise materially prejudiced as a result of such failure. 
 (h) All indemnifiable Damages under
this Agreement will be paid in cash in immediately available funds. 
 (i) All indemnification payments payable hereunder shall
be reduced by the amount of insurance proceeds or amounts paid by third parties in connection with Damages as of the date that an indemnification payment is due, but in each case only to the extent actually received by the Indemnified Party (net of
any applicable deductible or self-insured retention and any costs of collection) as a result of the Damage for which the Indemnified Party is seeking indemnification. Each Party agrees to promptly make a claim against any applicable insurance with
respect to any Damage that would otherwise be payable pursuant to Clause 9(b) or 9(c), as applicable. If an Indemnified Party hereunder both collects proceeds from any insurance company or third party and receives a payment from the Indemnifying
Party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund to the Indemnifying Party the amount of
such excess. 
 (j) The indemnification provisions of this Clause 9 shall constitute the sole and exclusive remedy for Damages
in respect of any breach of or default under this Agreement by any Party and each Party hereby waives and releases any and all statutory, equitable, or common law remedy for Damages any Party may have in respect of any breach of or default under
this Agreement. 
  

	10.	TERMINATION. This Agreement may be terminated upon the occurrence of any of the following: 


(a) by any Party if any governmental authority shall have issued an order, decree or ruling enjoining or otherwise prohibiting the
transactions contemplated by this Agreement; 
 (b) by any Party, if there shall have been a breach of any other Party’s
covenants, agreements, representations or warranties set forth in this Agreement which breach, either individually or in the aggregate, would result in the failure of any condition precedent as set out in Clause 4; 

  

			
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 (c) by any Party, if the Closing Date has not occurred by July 31, 2012, provided that
such date can be extended by mutual agreement in writing of the Parties; or 
 (d) at any time upon the mutual agreement of the
Parties. 
 Notwithstanding this, the respective rights and obligations of the Parties set forth in Clause 9 and Clause 11, as
well as this Clause 10, shall survive any termination or expiration of this Agreement 
 11. MISCELLANEOUS. 

(a) This Agreement may not be assigned by Hongye to any person or entity without the prior written consent of SES. 

(b) Any information provided to Hongye by SES in connection with or pursuant to this Agreement shall be subject to the Confidentiality
Agreement between SES and Hongye dated May 28, 2012. 
 (c) Each Party will obtain the approval of the other Party before
issuing, or permitting any agent or affiliate to issue, any press releases or otherwise making or permitting any agent or affiliate to make any public statements with respect to this Agreement and the transactions contemplated hereby; provided,
however, that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosure to any governmental authority as reasonably necessary to provide notices and seek consents),
(ii) required (upon advice of counsel) by applicable securities or other laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective affiliates or (iii) such Party has given
the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raised; and provided, further, that, in the case of clauses (i) and (ii), each Party shall use its best efforts to consult with the
other Party regarding the contents of any such release or announcement prior to making such release or announcement. 
 (d) This
Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. Neither this Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked or canceled except by an
instrument in writing signed by the Party effecting the same against whom any change, discharge or termination is sought. 
 (e) Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered, delivered by internationally recognized overnight
courier or sent by registered mail, return receipt requested, addressed: (i) if to SES, to Synthesis Energy Systems, Inc., Three Riverway, Suite 300, Houston, Texas 77056, Attention: Kevin Kelly, with a copy to Porter Hedges LLP, 1000 Main
Street, 35th Floor, Houston, Texas 77002, Attention:
Robert G. Reedy and (ii) if to Hongye, to Haibowan District, Wuhai City, Inner Mongolia Autonomous Region Area, PRC, Attention: Gao Feng. 
 (f) Failure of a Party to exercise any right or remedy under this Agreement or otherwise, or a delay by a Party in exercising such right or remedy, will not operate as a waiver thereof. No waiver by a
Party will be effective unless and until it is in writing and signed by such Party. 

  

			
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 (g) This Agreement shall be governed by and construed in accordance with the laws of Hong
Kong without regard to any conflicts of laws principles that would cause this Agreement to be interpreted by the laws of any other jurisdiction. Any disputes, controversy or claim arising out of or relating to this Agreement shall be settled by
binding arbitration in the Hong Kong International Arbitration Centre (the “HKIAC”) and in accordance with the UNCITRAL Arbitration Rules as at present in force and may be amended by the rest of this Clause. The arbitration shall be
conducted in the English language before a panel of three arbitrators, one chosen by each of the parties and the third chosen by the initial two arbitrators. If the initial two arbitrators cannot agree on the identity of the third arbitrator, the
third arbitrator shall be determined by the HKIAC. The decision of the arbitrators, rendered in writing, shall be final and binding on the parties, and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own
costs of the arbitration with the arbitrator’s fees to be borne equally by the parties. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed modified to
conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof. 

(h) This Agreement is written in English and Chinese. Should there be any conflicts between the two versions, the English version shall
prevail. 
 (i) This Agreement may be executed through the use of separate signature pages or in any number of counterparts
(including by facsimile or Portable Document Format (pdf) transmission), and each of such counterparts shall, for all purposes, constitute one agreement binding on all the Parties, notwithstanding that all Parties are not signatories to the same
counterpart. 
 [Signature Page Follows] 

  

			
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 IN WITNESS WHEREOF, SES and Hongye have caused this Agreement to be executed by a duly
authorized officer on the day and year indicated at the beginning of this Agreement. 
  

							
		 		 	SYNTHESIS ENERGY SYSTEMS, INC.
				
		 		 	By:	 	 /s/ Khee Yoong Lee

		 		 	Name:	 	Khee Yoong Lee
		 		 	Title:	 	Vice President and Director — Business Operations — China
				
		 		 	By:	 	 /s/ Lorenzo Lamadrid

		 		 	Name:	 	Lorenzo Lamadrid, as Attorney In Fact for Synthesis Energy Systems, Inc.
			
		 		 	HONGYE INTERNATIONAL INVESTMENT GROUP CO., LTD.
		 		 	(



)
				
		 		 	By:	 	 /s/ Gao Feng

		 		 	Name:	 	Gao Feng (



)
		 		 	Title:	 	Legal Representative

 SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT 

  

			
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 Schedule 1 Definitions and Interpretation 

Part 1 — Definitions 
  

			
	 Business Day
	  	means a bank working day other than a Saturday, Sunday or a statutory holiday in the PRC
		
	 Closing
	  	has the meaning ascribed to it in Clause 5
		
	 Closing Date
	  	has the meaning ascribed to it in Clause 5
		
	 CSRC
	  	means China Securities Regulatory Commission
		
	 Custodian Bank
	  	means the custodian bank designated by the QDII
		
	 Damages
	  	has the meaning ascribed to it in Clause 9(b)
		
	 Direct Claim
	  	has the meaning ascribed to it in Clause 9(f)
		
	 Encumbrance
	  	means any claim, liability, title defect, mortgage, assignment, deed of trust, pledge, hypothecation, security interest, title or retention agreement, levy, execution, seizure,
attachment, garnishment, deemed trust, lien, interest, conditional sale agreement, easement, option, right or claim of others, preference, priority, proxy, transfer restriction or charge or encumbrance of any kind or nature whatsoever, whether
voluntarily incurred, arising by operation of law or otherwise, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof, but excluding Permitted
Encumbrances.
		
	 Exchange Act
	  	has the meaning ascribed to it in Clause 7(e)
		
	 Good Faith Deposit
	  	has the meaning ascribed to it in Clause 3(a)
		
	 HKIAC
	  	has the meaning ascribed to it in Clause 11(g)
		
	 Hongye
	  	has the meaning ascribed to it in the preamble to this Agreement
		
	 Indemnified Party
	  	has the meaning ascribed to it in Clause 9(d)
		
	 Indemnifying Party
	  	has the meaning ascribed to it in Clause 9(d)
		
	 Intellectual Property Rights
	  	has the meaning ascribed to it in Clause 7(n)
		
	 Material Permits
	  	has the meaning ascribed to it in Clause 7(h)


  

			
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	 Permitted Encumbrance
	  	means (a) Encumbrances for taxes being contested in good faith by appropriate proceedings or not yet delinquent, (b) statutory encumbrances (including materialmen’s,
warehousemen’s, mechanic’s, repairmen’s, landlord’s lien, and other similar Encumbrances) arising in the ordinary course of business securing payments being contested in good faith by appropriate proceedings or not yet delinquent
or (c) restrictive covenants, easements and defects, imperfections or irregularities of title or encumbrances, if any, as would not result in a material adverse effect on SES and its Subsidaries taken as a whole.
		
	 PRC
	  	means the People’s Republic of China, excluding for the purposes of this Agreement the Hong Kong Special Administrative Region, the Macau Special Administrative Region and
Taiwan
		
	 QDII
	  	has the meaning ascribed to it in Clause 2(c)
		
	 RMB
	  	means Renminbi, the lawful currency of the PRC
		
	 Securities Act
	  	has the meaning ascribed to it in Clause 6(e)
		
	 SEC
	  	has the meaning ascribed to it in Clause 6(h)
		
	 SEC Documents
	  	has the meaning ascribed to it in Clause 7(e)
		
	 SES
	  	has the meaning ascribed to it in the preamble to this Agreement
		
	 Shares
	  	has the meaning ascribed to it in the recitals to this Agreement.
		
	 Subsidiaries
	  	means the companies specified in Part 1 of Schedule 3, in which SES owns, directly or indirectly, 50% or more of the outstanding equity interests
		
	 Third Party Claim
	  	has the meaning ascribed to it in Clause 9(b)
		
	 US$
	  	means the lawful currency of the United States of America

 Part 2 — Interpretation 

 

	1	Recitals, Clauses, Schedules etc. 

 References to this Agreement include any Schedules to it and references to recitals, clauses, sub-clauses and schedules are to recitals, clauses and sub-clauses of, and schedules to, this Agreement.

  

	2	Singular and Plural 

 The
singular shall include the plural and vice versa. 

  

			
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	3	Gender 

 References to one
gender shall include all genders. 
  

	4	Headings 

 Headings shall
not affect the construction of this Agreement. 
  

	5	Day and Time 

  

	 	5.1	Unless otherwise provided or the context otherwise requires, if any rights or obligations under this Agreement fall on a day or date which is not a Business Day, such
rights or obligations shall instead fall on the next succeeding Business Day after such stated day or date. 

  

	 	5.2	Unless otherwise provided or the context otherwise requires, references to time are to the local time in Beijing in the PRC. 


  

			
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 Schedule 2 

 

					
	 Number of Shares
	  	Aggregate Purchase Price	 
	 6,175,093
	  	US$	9,262,639	  


  

			
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 Schedule 3 
 Part 1 — SES Subsidiary 
  

	•	Synthesis Energy Holdings, Inc. (Florida corporation) (100%) 

  

	•	Synthesis Energy Systems, Inc. (British Virgin Islands corporation) (100%) 


 

	•	Synthesis Energy Systems Investments, Inc. (Mauritius corporation) (100%) 

  


	•	Synthesis Energy Investment Holdings, Inc. (Mauritius corporation) (100%) 

  


	•	Synthesis Energy Technology Holdings, Inc. (Mauritius corporation (100%) 

  

	•	Synthesis Energy Systems Technologies, LLC (Delaware limited liability company) (100%) 


 

	•	SES New Energy Technologies (Shanghai) Co., Ltd. (Chinese corporation) (100%) 


 

	•	SES Resources, LLC (Delaware limited liability company) (100%) 

  

	•	SES Resources Solutions, Ltd. (British Virgin Islands corporation (50%) 

  

	•	Synthesis Energy Systems (Zaozhuang) New Gas Company Ltd. (Chinese joint venture) (98%) 


 

	•	SES-GCL (Inner Mongolia) Coal Chemical Co., Ltd. (Chinese joint venture) (51%) 

 Part 2 — SES Associated Companies 
  

	•	YMCIG-SES New Energy Company Ltd (Chinese joint venture) (25%) 

  

	•	YMCIG-SES Methanol Products Company Ltd (Chinese joint venture) (25%) 

  

	•	YMCIG-SES New Gas Company Ltd (Chinese joint venture) (25%) 


  

			
	Share Purchase Agreement between SES and Hongye June 18, 2012