Exhibit 10.4


 


 


CONSULTING AGREEMENT


 


This CONSULTING AGREEMENT
(this “Agreement”) is entered into effective as of November 4, 2016 by Synthesis Energy Systems,
Inc., a Delaware corporation (“SES”), with a place of business at Three Riverway, Suite
300, Houston, Texas 77056, and Roger Ondreko, an individual resident of the State of Texas (“Consultant”),
with his place of business at 501 Shadywood, Friendswood, Texas 77546.


 


SES desires to retain
the services of Consultant and Consultant desires to perform certain services for SES. In consideration of the mutual covenants
and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


 


1.                
Nature of Services. Consultant will generally produce work products, advise and consult with SES on the transition
from Consultant formerly serving as the Chief Financial Officer of SES, including such matters as specifically requested by the
President and Chief Executive Officer of SES (the “CEO”) or the board of directors of SES (the “Board”),
with the consultation of the CEO, and agreed to by Consultant, including, but not limited to, the services described in Schedule
A attached hereto, such services to be provided for 20 hours per week during the term of this Agreement (the “Services”).



 


2.                
Term and Termination. SES hereby engages and retains Consultant as a consultant, and Consultant hereby accepts
the engagement, beginning on the date of this Agreement and continuing until six (6) months after the date hereof. Consultant
may terminate this Agreement at any time upon thirty (30) days written notice to the other party. SES may terminate this Agreement
for Cause at any time and effective immediately. For purposes of this Agreement, “Cause” means
(i) the conviction (or plea of nolo contendere or equivalent plea) of Consultant of a felony (which, through lapse of time or otherwise,
is not subject to appeal), (ii) Consultant having engaged in misconduct causing a violation by SES of any state
or federal laws which results in an injury to the business, condition (financial or otherwise), results of operations or prospects
of SES as determined in good faith by the CEO, the Board or a committee thereof, (iii) Consultant having engaged in a theft
of corporate funds or corporate assets of SES or in an act of fraud upon SES, (iv) an act of personal dishonesty taken
by Consultant that was intended to result in Consultant’s personal enrichment at the expense of SES, (v) Consultant’s
refusal, without proper legal cause, to perform the duties and responsibilities of Consultant’s position or any
other breach by Consultant of this Agreement, (vi) Consultant engaging in activities which would constitute a breach of any
SES policies described in Section 9 of this Agreement or any other applicable policies, rules or regulations of SES or (vii) through
inaction, negligence, lack of skills and/or disregard of Consultant duties and responsibilities, Consultant fails to adequately
perform the scope of the duties and responsibilities assigned to Consultant, as determined in good faith by the CEO.


 


3.                
Compensation. In consideration for the Services to be rendered by Consultant hereunder and for all rights
and covenants granted herein, SES shall provide Consultant the following compensation:


 



    

     

    




(a)               
Compensation. SES shall pay Consultant a rate of $10,000 per month for the Services while Consultant is working on
behalf of SES. With respect to such compensation, Consultant shall be paid in accordance with the customary payroll practices of
SES and be subject to such deductions, if any, as are required by applicable law and regulations. Such amounts shall be payable
within five (5) business days of the end of each calendar month.


 


		(b)	Fees and Expenses.



 


		(i)	Subject to Consultant complying with the policies of SES regarding the reimbursement of business
expenses as in effect from time to time during the term of this Agreement, SES shall reimburse Consultant for reasonable business
expenses incurred on behalf of SES from time to time and Consultant shall account to SES for all such expenses. Consultant will
notify the CEO or their delegate via e-mail prior to anticipated travel and expense incurrence and secure e-mail authorization
from the CEO or other Officer of SES prior to travel and expense commitments.



 


		(ii)	In the case business expenses to be paid pursuant to Section 3(b)(i), Consultant shall provide
SES a monthly invoice at the end of each month in which Consultant has incurred business expenses during the term of this Agreement.
The invoice shall reflect a description of the business expenses incurred during the prior month. Each invoice shall be payable
within fifteen business (15) days of receipt by SES.



 


(c)               
Stock Option Awards. SES acknowledges and agrees that Consultant’s existing vested stock option awards under
the Synthesis Energy Systems, Inc. 2005 Incentive Plan (as amended and restated effective August 5, 2006) and the Synthesis Energy
Systems, Inc. 2015 Long Term Incentive Plan shall remain exercisable until ninety (90) days after the termination of this Agreement.
Schedule B, attached hereto, sets forth a list of Consultant’s vested stock option awards as of the date of this Agreement.


 


(d)              
Independent Contractor Relationship. Consultant is an independent contractor and is not an officer, employee, servant,
agent, partner or joint venturer of SES. SES shall determine the Services to be provided by Consultant but Consultant shall determine
the legal means by which such Services are accomplished. While the relationship between SES and Consultant is not an employer/employee
relationship, Consultant will nonetheless devote such amount of his time, knowledge and skills to the business of SES as may be
required or necessary to complete the Services. In the performance of the Services, Consultant shall not be, and shall not hold
itself out to be, an officer, employee, servant, agent, partner or joint venturer of SES and shall have no authority to legally
bind SES unless expressly authorized to do so in writing by an authorized executive officer of SES. Consultant warrants that the
Services to be provided hereunder will not cause a conflict with any other duties or obligations of Consultant to third parties.
Consultant shall not subcontract or assign any of the Services to be performed hereunder without obtaining the prior written consent
of SES.


 


(e)               
Taxes and Benefits. Consultant shall be responsible for and agrees to pay when due, all taxes, including but not
limited to income tax, self-employment tax, Social Security and withholding taxes on any fees Consultant receives for the Services.
As a result of this Agreement and providing Services hereunder, Consultant shall not be entitled to receive any benefits from SES,
including but not limited to: overtime compensation, worker’s compensation, unemployment compensation, medical insurance,
life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security.


 



    

     

    




4.                
Cooperation. Consultant shall devote his attention to, and use his best efforts to, advance the business and
welfare of SES. Consultant shall use his best efforts, in a professional and workmanlike manner and in accordance with industry
standards, in the performance of his obligations under this Agreement. SES shall provide such access to its information and property,
including file servers, as may be reasonably required in order to permit Consultant to perform his obligations hereunder. Consultant
shall cooperate with SES personnel, shall not interfere with the conduct of SES business and shall observe all rules, regulations
and security requirements of SES concerning the safety of person and property and security of information. SES acknowledges and
agrees that Consultant shall maintain an SES e-mail address and maintain access to SES file servers during the term of this Agreement.


 


5.                
Inventions.


 


(a)All inventions,
discoveries, computer programs, data, technology, designs, innovations and improvements, whether or not patentable and whether
or not copyrightable (together, “Inventions”) related to the business of SES which are
made, conceived, reduced to practice, created, written, designed or developed by Consultant, solely or jointly with others and
whether during normal business hours or otherwise, during the term of this Agreement or thereafter, if resulting or directly derived
from Proprietary Information (as defined below), shall constitute “works made for hire” for SES within the meaning
of the Copyright Act of 1976, as amended, and shall be the sole and exclusive property of SES. Consultant hereby assigns to SES
all Inventions and any and all related patents, copyrights, trademarks, trade names, trade secrets and other industrial and intellectual
property rights and applications therefore, in the United States and elsewhere and appoints any officer of SES as Consultant’s
duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. Upon
the request, and at the expense, of SES, Consultant shall execute any instruments and do all things reasonably necessary or desirable
to fully and completely perfect the rights of SES with respect to any Invention.


 


(b)Consultant
shall promptly disclose to SES all Inventions and will maintain adequate and current written records of all Inventions, in the
form of notes, sketches, drawings and as may be specified by SES.


 


(c)Consultant
warrants that Consultant has the right to make the assignments made by Consultant hereunder, and further warrants that none of
the Inventions will infringe or misappropriate any patent, copyright, trademark, trade secret or other proprietary right of any
third party. If notified of a claim that an Invention infringes any patent, copyright, trademark, trade secret or other proprietary
right of any third party, Consultant shall indemnify and hold harmless SES and its officers, directors and employees against all
costs, damages, losses and expenses (including reasonable attorneys’ fees) arising from such claim. Consultant shall also
cooperate reasonably, at the expense of SES, in the defense, settlement or compromise of any such claim.


 


 


 


 



    

     

    




6.                
Proprietary Information.


 


(a)“Proprietary
Information” means information which is used in the business of SES and (i) is proprietary to, about or created
by SES, (ii) gives SES some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of
which could be detrimental to the interests of SES, (iii) is designated as Proprietary Information by SES, is known by Consultant
to be considered confidential by SES, or from all the relevant circumstances should reasonably be assumed by Consultant to be confidential
and proprietary to SES, or (iv) relates to the SES gasification technology (including for without limitation, the SGT and the U-GAS
technology) and its use in the manufacture of synthesis gas and other energy products (and any work product resulting from or related
thereto), any Invention, formula, vendor information, customer or client information, trade secret, process, methodology, research,
report, technical data, know how, computer program, software, software documentation, design, technology, marketing or business
plan, forecast, unpublished financial statements or budgets, or license, price, cost or employee list that is communicated to,
learned of, developed or otherwise acquired by Consultant in the course of his service as a consultant to SES. Failure to mark
any writing as proprietary or confidential shall not affect the proprietary or confidential nature of such writing or the information
contained therein.


 


(b)Consultant
acknowledges that the relationship with SES is one of high trust and confidence and that in the course of providing service to
SES, Consultant will have access to and contact with Proprietary Information. Consultant agrees that it will not, during the term
of this Agreement or at any time thereafter, disclose to others, or use for Consultant’s benefit or the benefit of others,
any Proprietary Information or Invention. Notwithstanding the foregoing, Consultant’s obligations under this Section 6 shall
not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by Consultant
or others of the terms of this Section 6, (ii) is generally disclosed to third parties by SES without restriction on such third
parties, or (iii) is approved for release by written authorization of the CEO.


 


(c)Upon the termination
of this Agreement for any reason, Consultant shall deliver to SES all Proprietary Information and other business records which
Consultant may have in Consultant’s possession concerning or affecting the business of SES and/or the Services performed
under this Agreement.


 


7.                 
Non-Competition; Non-Solicitation; Non-Disparagement.


 


(a)               
SES acknowledges that Consultant possesses significant knowledge of SES’ confidential and proprietary information
including business practices, customers, partners and SES’ proprietary gasification technology systems. Taking into account
this acknowledgment, Consultant agrees that during the term of this Agreement and for the twelve month period following the date
thereof, Consultant shall not, acting alone or in conjunction with others, directly or indirectly, in any area in which he has
worked for SES or as to which he has received Proprietary Information relating to SES invest or engage, directly or indirectly,
in any Competing Business (as defined below) or accept employment with or render services to such a Competing Business as a director,
officer, agent, executive or consultant or in any other capacity without prior written consent from SES. Notwithstanding the above,
Consultant may serve as an officer, director, agent, employee or consultant to a Competing Business whose business is diversified
and which is, as to the part of its business to which Consultant is providing services, not a Competing Business; provided, that
prior to accepting employment or providing services to such a Competing Business, Consultant and the Competing Business will provide
written assurances satisfactory to SES that Consultant will not render services directly or indirectly for a twelve month period
to any portion of the Competing Business which competes directly or indirectly with SES.


 



    

     

    




(b)              
For purposes of this Agreement, “Competing Business” means any individual, business, firm, company, partnership,
joint venture, organization, or other entity that is engaged in the actual or intended business of SES and/or its affiliates during
the term of this Agreement including providing proprietary gasification technology systems and solutions to the energy and chemical
industries and using the technology of SES to produce and manufacture syngas from coal, biomass, municipal wastes and refuse derived
fuels and petroleum coke, as well as a variety of chemical products, fertilizers and transportation fuels, as well as other clean
energy technologies in which Consultant has knowledge of the Company’s involvement during the term of this Agreement.


 


(c)               
In addition, Consultant agrees that for twenty-four months following the date of termination of this Agreement, he shall
not directly or indirectly, (i) hire or attempt to hire any employee of SES, or induce, entice, encourage or solicit any employee
of SES to leave his or her employment, or (ii) contact, communicate with or solicit any distributor, customer or acquisition or
business prospect or business opportunity of SES for the purpose of causing them to terminate, alter or amend their business relationship
with SES.


 


(d)              
Consultant hereby specifically acknowledges and agrees that:


 


		(i)	SES has expended and will continue to expend substantial time, money and effort in developing its
business;



 


		(ii)	Consultant will, during the term of this Agreement, be personally entrusted with and exposed to
Proprietary Information;



 


		(iii)	SES, during the term of this Agreement thereafter, will be engaged in its highly competitive business
in which many firms compete;



 


		(iv)	Consultant could, after having access to financial records, contracts, and other Proprietary Information
and know-how and, after receiving training by and experience with SES, become a competitor;



 


		(v)	SES will suffer great loss and irreparable harm if Consultant enters, directly or indirectly, into
competition with SES; and



 


		(vi)	The temporal and other restrictions contained in this “Non-Competition; Non-Solicitation”
provision are in all respects reasonable and necessary to protect the business goodwill, trade secrets, prospects and other reasonable
business interests of SES.



 


(e)               
During the term of this Agreement and thereafter, Consultant shall not defame or disparage SES, its affiliates and their
officers, directors, members or executives. Consultant agrees to cooperate with SES in refuting any defamatory or disparaging remarks
by any third party made in respect of SES or its affiliates or their directors, members, officers or executives. SES further agrees
not to defame or disparage Consultant and agrees to cooperate with Consultant in refuting any defamatory or disparaging remarks
by any third party made with respect to his employment with SES.


 



    

     

    




8.                
Indemnification.


 


(a)               
Consultant shall not be liable to SES (i) for acting in good faith reliance on the provisions of this Agreement; (ii) for
acting in good faith and in a manner Consultant reasonably believed to be in or not opposed to the best interests of SES; or (iii)
for breach of any fiduciary or other duty that does not involve acts or omissions not in good faith or which does not involve fraud,
gross negligence or willful misconduct. SES shall indemnify and defend Consultant, to the fullest extent permitted by the General
Corporations Act of the State of Delaware (the “Act”) as the same exists or may hereafter be amended
(but in the case of any such amendment, only to the extent that such amendment permits SES to provide broader indemnification rights
than the Act permitted SES to provide prior to such amendment).


 


(b)              
In the event Consultant was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of
SES) by reason of the fact that it is or was a consultant of SES, then SES shall indemnify and defend Consultant against all expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Consultant
in connection with such suit, action or proceeding if Consultant acted in good faith and in a manner Consultant reasonably believed
to be in or not opposed to the best interests of SES conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Consultant did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests
of SES and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful. Notwithstanding
the foregoing, SES shall indemnify and defend Consultant in connection with an action, suit or proceeding initiated by Consultant
only if the initiation and continued prosecution of such action, suit or proceeding was authorized by SES.


 


(c)               
In the event Consultant was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of SES to procure a judgment in its favor by reason of the fact that he is or was a consultant of SES,
then SES shall indemnify and defend Consultant against all expenses (including attorneys' fees) actually and reasonably incurred
by Consultant in connection with the defense or settlement of such action or suit if Consultant acted in good faith and in a manner
Consultant reasonably believed to be in or not opposed to the best interests of SES and except that no indemnification shall be
made in respect of any claim, issue or matter as to which Consultant shall have been adjudged to be liable for fraud, gross negligence
or willful misconduct in the performance of his duty to SES unless, and only to the extent that, the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Consultant is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or the court shall deem proper.


 



    

     

    




(d)              
Consultant may consult with legal or other professional counsel, and any actions taken by Consultant in good faith reliance
on, and in accordance with, the opinion or advice of such counsel shall be deemed to be fully protected and justified and made
in good faith.


 


9.                
SES Policies. Consultant has executed, and agree to comply at all times during the term of this Agreement
with, all applicable policies, rules and regulations of SES, including, without limitation, the Foreign Corrupt Practices Act Policy
of SES and its Code of Business and Ethical Conduct, as each is in effect from time to time during the term of this Agreement.


 


10.            
Agreement References. All references to “SES” in this Agreement include any entity which owns
or controls, is owned or controlled by, or is under common control or ownership with, SES.


 


11.            
Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective
upon personal delivery, upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, or upon
delivery by nationally-recognized overnight courier, addressed to the other party at the address shown above (and if to SES, marked
to the attention of the CEO), or at such other address or addresses as either party shall designate to the other in accordance
with this section.


 


12.            
Remedies. Consultant agrees that it would be difficult to measure and calculate the damages to SES from any
breach of the covenants set forth in this Agreement and that any such breach would cause irreparable harm to SES. Accordingly,
at the sole discretion of SES, Consultant agrees that in the event of any such breach, SES will have, in addition to any other
right or remedy available, the right to seek an injunction from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement. The prevailing party in such a proceeding shall have
the right to recover from the other the costs and expenses thereof, including reasonable attorney’s fees.


 


13.            
Entire Agreement; Amendments; Interpretation. This Agreement constitutes the entire agreement between the
parties and supersedes the prior Employment Agreement between SES and Consultant dated April 29, 2014 (the “Prior Employment
Agreement”). For the avoidance of doubt, the Prior Employment Agreement has been terminated and is of no further
force and effect as of the date hereof, and Consultant acknowledges and agrees that all salary, wages and bonuses to which Consultant
was entitled under such Prior Employment Agreement has been received by Consultant and that no severance payments are due to Consultant
under such Prior Employment Agreement. SES and Consultant acknowledge and agree that they have waived the 30-day advance notice
requirement for termination of the Prior Employment Agreement. This Agreement may be amended or modified only by a written instrument
executed by both SES and Consultant. This Agreement shall be construed, interpreted and enforced in accordance with the laws of
the State of Texas, without regard to its provisions governing choice of law.


 


14.            
Application. Consultant acknowledges and agrees that its members, directors, officers, employees, consultants
and other representatives shall observe the provisions of this Agreement, and that Consultant shall be liable for any breach of
this Agreement by any such persons.


 


15.            
Survival. The following sections of this Agreement shall survive the termination of this Agreement: Section
5 – Inventions, Section 6 – Proprietary Information, Section 7 – Non-Competition; Non-Solicitation, and Section
12 – Remedies.


 



    

     

    




16.            
Assignment. SES may not assign any or all of its rights and duties under this Agreement at any time without
Consultant’s prior written consent, which will not be unreasonably withheld. Consultant may not assign Consultant’s
rights or duties under this Agreement without the prior written consent of SES, which may be withheld in their sole discretion.
Otherwise, this Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and
assigns.


 


17.            
Severability. If a provision of this Agreement or its application to any party or circumstance, is held invalid
or unenforceable in any jurisdiction, to the extent permitted by law, such provision or the application of such provision to any
party or circumstances other than those as to which it is held invalid or unenforceable and in other jurisdictions, and the remaining
provisions of this Agreement, shall not be affected.


 


18.            
Counterparts. This Agreement may be executed and delivered (including by facsimile or Portable Document Format
(PDF) transmission) in any number of counterparts with the same effect as if all parties hereto had signed the same document. Facsimile
and other electronic copies of manually-signed originals shall have the same effect as manually-signed originals and shall be binding
on all parties hereto. All counterparts must be construed together to constitute one and the same instrument.


 


19.            
Miscellaneous. The captions used in this Agreement are for convenience of reference only and in no way define,
limit or affect the scope or substance of any section hereof.


 


 


[Signature page follows]



    

     

    




IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.


 


 


SES


 


SYNTHESIS ENERGY SYSTEMS, INC.


 


 


	/s/ DeLome Fair	 
	DeLome Fair	 
	Chief Executive Officer	 
	 	 
	 	 
	CONSULTANT	 
	 	 
	/s/ Roger Ondreko	 
	Roger Ondreko	 















 


 





 












    

     

    

SCHEDULE A


 


 


Transition Services 


 


For a period of six months from the effective
date of this Agreement, Consultant shall provide Transition Services generally as described below as requested by the Board or
the CEO.


 


 


		1.	Provide training and assistance to the Chief Accounting Officer (“CAO”) of SES as required during the term of this
Agreement.



 


 


		2.	Assist the CEO as requested with financial modeling and analysis as requested during the term of this service



 


 






    

     

    

SCHEDULE B


 


	Name 	Date of Grant	Total Options Issued	Strike Price	Exercisable	Actual Exercisable*	Expiration Date
	Roger Ondreko	5/29/14	50,000	$1.55	50,000	50,000	7/2/2017
	Roger Ondreko	5/29/14	150,000	$1.55	100,000	100,000	7/2/2017
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total	 	200,000	 	150,000	150,000	 


 


*Shares vested as of 11/4/2016


 


 


.