Technology
Usage and Contribution Agreement


 


Between



 


ZHANGJIAGANG
CHEMICAL MACHINERY CO., LTD.


 


and


 


SES ASIA
TECHNOLOGIES, LIMITED.


 


Related to
the Joint Venture Contract between 


 


Zhangjiagang
Chemical &Machinery Co., Ltd. 


And


SES Asia
Technologies, LIMITED.


 


Dated 14
February 2014


 




    	 



    	 



    

 


TABLE
OF CONTENTS


 





	1.	Definitions	3
	2.	SESHK’s Contribution to the Registered Capital of the Company	5
	3.	Contribution Schedule and Handover	7
	4.	SESHK’s Guarantee	7
	5.	Exclusivity	8
	6.	Improvements	9
	7.	Operation of the Company	9
	8.	Marks	12
	9.	SESHK Additional Services and Technology Implementation	15
	10.	Protection of Intellectual Property Rights	16
	11.	Assignment	16
	12.	Default and Termination	17
	13.	Indemnification	18
	14.	Notice	18
	15.	Confidentiality	19
	16.	Miscellaneous	20




 




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Technology Usage
and Contribution Agreement


 


THIS TECHNOLOGY USAGE AND CONTRIBUTION
AGREEMENT (this “Agreement”) is made by and between SES Asia Technologies, Ltd. (“SESHK”)
and the Zhangjiagang Chemical Machinery Co., Ltd (“ZCM”) in relation to the establishment of in ZCM-SES Sino-US Clean
Energy Technologies Co., Ltd. (the “Company”). SESHK and ZCM are each herein referred to as a “Party”
and collectively as the “Parties.”


 


WHEREAS,
Synthesis Energy Systems Technologies LLC. (“SEST”) is the party to a license agreement with the Gas Technology Institute
(the “GTI Agreement”) to license and sub-license the GTI U-Gas® technology;


 


WHEREAS,
the U-Gas® technology has been further improved and modified by SEST and its Affiliates and SEST owns 100% of the SES Intellectual
Property for these improvements and modifications and such improvements and modifications have been achieved by SEST and its Affiliates
through (i)development, investment in and implementation of two commercial projects in China;(ii) numerous technical engineering
studies and additional Know-How; and (iii) extensive global customer development for potential project licenses. Before the Establishment
Date, SESHK has 100% proprietary rights and authorization of the SGT to be contributed to the Company by it.


 


WHEREAS,
SESHK and ZCM entered into a Sino-foreign equity joint venture contract to establish the Company on January 23, 2014 (the “Contract”),
with the goal of establishing the SGT as the leading gasification technology in China;


 


WHEREAS,
in furtherance of such goal, through this Agreement, SESHK is providing the Company with certain exclusive manufacturing and operation
rights relating to the SGT in the Territory under the Contract as its contribution to the registered capital of the Company as
agreed by SESHK and ZCM.


 


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


 


		1.	Definitions



 


The
following words and phrases will have the meanings set forth below where used herein with initial capital letters. Capitalized
terms used but not defined herein shall have the meaning given such term in the Contract.


 


		1.1	“Confidential
                                         Information” has the meaning set forth under the Contract.



 


		1.2	“Effective
                                         Date” has the meaning as set out in the JV Contract.



 


		1.3	“License
                                         Fee” means a royalty based on the daily capacity of Syngas for which a Project
                                         is to be designed under a PSA.



 






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		1.4	“Marks”
                                         means the marks listed in Annex B as well as any other trademark or service mark owned
                                         by, created by, or licensed to SESHK or its Affiliates and/or ZCM and/or the Company.



 


		1.5	“Project”
                                         means a third party project that is, in whole or in part, intended to use or utilize
                                         the SGT for the production of SGT related chemicals through the purchase of a valid and
                                         binding PSA.



 


		1.6	“Project
                                         Sublicense Agreement” or “PSA” means an agreement that includes
                                         the necessary technology sublicenses from the Company that are necessary for the operation
                                         of a Project in the Territory, under which the Company is the sub-licensor. The PSA will
                                         be subject to amendment per the customer’s requirements according Section 7.10
                                         below. The sample PSA attached as Annex 5 of the Contract shall serve as reference and
                                         may be subject to amendments as per the requirements of the client in practices provided
                                         that the SGT is protected and will be upheld during the implementation of the Project.



 


		1.7	“Proprietary
                                         Information” includes, without limitation, any and all drawings, plans, designs,
                                         material specifications, dimensions, tolerances, processes, prototypes, assembly procedures,
                                         quality control procedures, and other technical information, data and know-how.



 


		1.8	“SES
                                         Intellectual Property” means the patents and patent applications listed in
                                         Annex A as well as any other patent, patent application, copyright, copyrightable
                                         work, registered design, invention, Improvement, trade secret, know-how, Proprietary
                                         Information, or other intellectual property rights owned by, created by, or licensed
                                         to SESHK and related to the SGT, which includes, inter alia, the SGT and the Know-How.
                                         These intellectual properties shall be listed in Annex C on the effective date of this
                                         Agreement.



 


		1.9	“SGT”
                                         shall include the collection of SES Intellectual Property, Know-How, trade secrets and
                                         methods developed by SESHK’s Affiliates for its advanced fluidized bed gasification
                                         technology. The SGT has been extensively developed since 2004 and was initially based
                                         upon the U-Gas® technology licensed by SESHK and its Affiliates from GTI, and which
                                         has been further developed through additional improvements, Know-How and patents developed
                                         by SESHK’s Affiliates through industry experience of SESHK’s Affiliates from
                                         developing, designing and operating projects in China and from designs by or for SESHK
                                         and its Affiliates in their development of projects globally. The SGT is one of the most
                                         advanced gasification technologies, which has been commercialized through the construction
                                         and operation of industrial projects to be reliable, environmentally-friendly, economically
                                         feasible, sustainable and in conformity with China’s energy independence policy
                                         and energy strategies. SGT is a part of the equity contribution of SESHK as described
                                         in the Agreement. Before the Establishment date SESHK has 100% proprietary rights and
                                         authorization of the SGT to be contributed to the Company. And any improvement after
                                         the Company is established and developed by the Company belong to the Company, as described
                                         in this Agreement.



 






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		1.10	“SGT
                                         Feedstock” shall mean low quality coal (a coal with a heating value of less
                                         than4,000 kcal/kg or in excess of 20% ash or in excess of 20% total moisture), coal waste
                                         materials, renewable fuels such as biomass, refuse derived fuels, and municipal waste,
                                         or any mixture of the above (coal shall not be less than 60%), or other carbonaceous
                                         materials as mutually agreed which may be converted into Syngas via the SGT.



 


		1.11	“Sub-license
                                         Royalty To GTI” shall mean ***% of the license fee subtracted from any license
                                         fee received by the Company under any licensed project for payment to be paid to GTI,
                                         pursuant to the legally effective agreement between SEST and GTI, after the Company obtains
                                         the exclusive SGT rights in the Territory.



 


		1.12	“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 Project
                                         Sublicense Agreement.



 


		2.	SESHK’s
                                         Contribution to the Registered Capital of the Company



 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has been
filed separately with the Securities and Exchange Commission.


 




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		2.1	Subject
                                         to the terms set out by the Contract and for the purpose of the Company to achieve its
                                         business objective and obtain exclusive authorization of the SGT within the Territory,
                                         SESHK undertakes, as its contribution to the registered capital of the Company, to fully
                                         authorize and grant to the Company the full access to and authorization for the SGT as
                                         follows: 



 


		(a)	grant
                                         site specific PSAs to third parties for the purpose of enabling such third parties to
                                         operate their Project(s) to supply a defined capacity of Syngas that is produced using
                                         the SGT;



 


		(b)	use
                                         the SES Marks for the SGT Proprietary Equipment and Services that utilize SES Intellectual
                                         Property including the SGT and in accordance with the requirements of this Agreement;



 


		(c)	engineer
                                         and/or design processes that utilize SES Intellectual Property including the SGT and
                                         provide such process designs exclusively through PDPs for Projects holding a valid, binding
                                         PSA pursuant to this Agreement;



 


		(d)	provide
                                         Services for Projects holding a valid and binding PSA pursuant to this Agreement;



 


		(e)	take
                                         over the development of Projects in the Territory that have previously been developed
                                         by SESHK and its Affiliates as shown in Annex C, which may use the SGT, and for which
                                         SESHK and its Affiliates shall, upon the Effective Date, forgo the relevant sales activities
                                         according to the terms agreed by the Parties.



 


		2.2	Subject
                                         to the terms of the Contract, the above granting by SESHK of the relevant exclusive rights
                                         and authorizations and the access to the SGT within the Territory, and others as may
                                         be mutually agreed, shall be equivalent to RMB 53,800,000 (in Words: Renminbi fifty-three
                                         million eight hundred thousand), according to an appraisal by a legally formed appraisal
                                         company in accordance with the relevant appraisal regulations in the PRC, representing
                                         thirty-five (35%) percent of the total registered capital of the Company. Both Parties
                                         confirm that the value of such appraisal will not be affected due to any future factors.



 




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		3.	Contribution
                                         Schedule and Handover



 


		3.1	SESHK shall make the above contributions
                                         to the registered capital of the Company within thirty (30) days of the issuance of the
                                         business license of the Company.



		3.2	The Company shall confirm the
                                         completion of the contribution of SESHK following due completion of the activities set
                                         forth above in Section 3.1 by issuing a written certificate of contribution to SESHK.



		3.3	SESHK shall assist the Company
                                         for the filing of SGT related documents (including copies of patents) as described in
                                         this TUCA.



 


		4.	SES HK’s
                                         Guarantee



 


		4.1	SESHK
                                         warrants that the Company shall be the exclusive operational entity for businesses relating
                                         to the SGT within the Territory during the term of this Agreement and no other entities
                                         and/or individuals, including SESHK and its Affiliates, shall conduct any SGT related
                                         operational business (excluding the existing ZZ Plant and Yima Plant as well as equity
                                         investments solely developed by SESHK or its Affiliates in the Territory, which shall
                                         obtain authorization for the usage of the SGT or any SGT Proprietary Equipment from the
                                         Company) within the Territory. During the Joint Venture Term, if the Company loses the
                                         exclusivity of the SGT usage rights due to reasons attributable to a breach by SESHK
                                         of its warranties under the Contract, in addition to compensation of any losses to ZCM
                                         pursuant to the relevant legal requirement, the actual profits of the Projects undertaken
                                         by SESHK in violation of such exclusivity shall be paid unconditionally to ZCM by SESHK.



 


		4.2	SESHK
                                         warrants that the exclusive usage rights of the SGT which it has granted to the Company
                                         are legitimate and continuously existing. During the Term of the Company, all legal disputes
                                         arising due to the license between SESHK and its Affiliates and GTI shall have nothing
                                         to do with ZCM/the Company and shall be handled by and be the responsibility of SESHK.



 


		4.3	SESHK
                                         shall be responsible for the completeness and reliability of the SGT contributed to the
                                         Company for projects similar to the ZZ Plant and Yima Plant. SESHK shall guarantee that
                                         the SGT has the ability to meet the performance and operational needs of actual Project
                                         in an economic and environmentally sound manner. For the PDP design for Projects similar
                                         to the ZZ Plant and Yima Plant, the Company will not be required to pay any expenses
                                         and fees to SESHK.



 


		4.4	SESHK
                                         undertakes to provide the Company with all the SGT Know-How and technical data as described
                                         under Annex 2 to the Contract. For 0.2MPa and 1.0PMPa Projects similar to the ZZ Plant
                                         and/or Yima Plant (new technology excluded), SESHK shall be responsible for the various
                                         guaranteed technology performance parameters under the PSA for the Project. SESHK shall
                                         guarantee the Company’s capability to produce complete designs and guaranteed performance
                                         for the SGT (similar to ZZ Plant and/or Yima Plant), and SESHK will bear the costs of
                                         support and assistance by SESHK and its Affiliates and/or its partners if needed. After
                                         the Company has completed two Projects (similar to ZZ Plant and/or Yima Plant) and once
                                         these Projects have achieved their required guaranteed technology performance parameters,
                                         SESHK shall not be required to continue providing such guarantees or support or assistance
                                         thereafter as the Company shall be deemed to be fully capable.



 




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		4.5	SESHK
                                         shall be responsible for training any technical personnel of the Company free of charge
                                         (excluding process training for Projects not similar to ZZ Plant and Yima Plant) until
                                         (i) the employees of the Company are capable of independent technical work; or (ii) the
                                         conclusion of the first two (2) years of the Company’s operation.



 


		4.6	SESHK
                                         shall provide written documents listing all the SGT related proprietary technology, Know-How
                                         and technical data (as set forth under Annex 2 to the Contract) currently owned by it
                                         upon the effective date of this Agreement. With regard to any improvement made by the
                                         Company after its establishment including patent and proprietary technology, etc., it
                                         is agreed as follows: the ownership of the items listed under the Annex 2 to the Contract
                                         shall belong to SESHK, while all technical Improvements independently developed by the
                                         Company after the establishment of the Company shall be owned by the Company subject
                                         to Section 6.



 


		5.	Exclusivity



 


		5.1	The
                                         exclusive rights contributed by SESHK to the Company under this Agreement and the exclusive
                                         cooperation between SESHK and ZCM via the establishment and the operation of the Company
                                         shall be subject to the rights and obligations set out in this Agreement. During the
                                         Joint Venture Term, any SGT related market development activities within the Territory
                                         shall be executed by the Company unless otherwise agreed by SESHK and ZCM, excluding
                                         pure equity investment projects independently developed by SESHK or its Affiliates where,
                                         however, the production and sale of SGT Proprietary Equipment and technology license
                                         shall be sourced from the Company.



 


		5.2	The
                                         Company shall set up a project reporting mechanism within one (1) month of its establishment,
                                         by which, any Projects of the Company will be reported to SESHK, and thereafter SESHK
                                         shall report such information to GTI according to the agreement executed between SESHK
                                         and GTI.



 


		5.3	Within
                                         the term of the Company, the Company shall be the exclusive legal entity in the Territory
                                         for the development and implementation of gasification technology that uses SGT Feedstock.
                                         ZCM or the Company, alone or together, shall not engage in any market activities for
                                         any SGT projects outside the Territory, nor establish joint ventures or other entities.
                                         If ZCM or the Company receives formal quotation requests in writing from outside the
                                         Territory for any similar SGT project, it shall notify SESHK in writing immediately,
                                         and SESHK may agree to develop such project together with the Company. After the early
                                         termination of the Company, if ZCM desires to engage in similar SGT development, it must
                                         obtain SESHK’s written consent under mutually agreeable terms. After the expiration
                                         of the Company, both Parties shall proceed as mutually agreed.



 


		5.4	Within
                                         the Territory, SESHK or its Affiliates may pursue and develop equity investment projects
                                         for SESHK or its Affiliates. If such project to be developed for equity investment by
                                         SES or its Affiliates shall use the SGT, such use must be licensed through the Company
                                         for implementation of the SGT and/or equipment sale.



 




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		5.5	The
                                         Parties agree as follows with respect to the right of exclusivity as granted to the Company
                                         within the Territory:



 


		(a)	Without
                                         prejudice to Section 5.4 above, SEST and its Affiliate shall transfer its sales and development
                                         effort for Projects carried on by it in Indonesia, Vietnam, the Philippines, Mongolia
                                         and Malaysia as provided in Annex D hereto before the establishment of the Company and
                                         transfer such Projects to the Company within ninety (90) days of the Effective Date.
                                         All pre-transaction costs for the above Project development will be settled by negotiation
                                         between the Company and SESHK;



 


		(b)	Within
                                         the first five (5) years of the establishment of the Company, if no SGT Project has been
                                         substantially developed in Indonesia, Vietnam, the Philippines, Mongolia, or Malaysia,
                                         the Parties shall negotiate the cancellation of the exclusivity to the Company in these
                                         countries.



 


		6.	Improvements



 


		6.1	If any
                                         Party, the Company, or its Affiliates should make, or acquire, any Improvements, whether
                                         patentable or not, relating to the SGT then such Party or the Company hereby grants to
                                         the other Party or the Company for the term of this Agreement, an irrevocable, non-exclusive,
                                         royalty-free right to use or license such Improvements. Each Party and the Company hereby
                                         agrees to disclose to the other Party or the Company any Improvements and the nature
                                         and manner of applying and utilizing such Improvements within three (3) months of discovery
                                         of the Improvement. All such Improvements disclosed shall become and thereafter be a
                                         part of the SGT and both Parties and the Company shall have the same rights, licenses
                                         and obligations with respect to the Improvement. ZCM’s use of the Improvements
                                         is limited to the manufacturing of the SGT Proprietary Equipment and is not extended
                                         to any other business unrelated to the SGT Proprietary Equipment.



 


		6.2	During
                                         the Term of the Contract, the Company shall have all rights to the Improvements within
                                         the Territory, while SESHK shall have all rights to the Improvements outside the Territory.
                                         The Company shall secure patents for any Improvements within the Territory if practical.
                                         SESHK or Affiliates of SESHK shall secure patent for Company Improvements outside the
                                         Territory for their protection.



 


		7.	Operation
                                         of the Company



 


		7.1	Pursuant
                                         to Section 2.1 above, the Company grants SGT sublicenses to Projects. The Company will
                                         grant site specific PSAs, sell SGT Proprietary Equipment, and provide Services to third
                                         parties in the Territory for the purpose of enabling such third parties to use the SGT
                                         for Projects.



 


		7.2	Each
                                         PSA for a Project will include a License Fee which is royalty based according to the
                                         daily capacity of Syngas for which the Project is to be designed. The Company will use
                                         all reasonable commercial efforts to maximize the License Fee for each PSA. License Fees
                                         will be based on Syngas capacity and will utilize the following calculation method where
                                         *** = *** per ***; *** = *** and *** = ***:



 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




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			License
                                         Fee = ***



 


		7.3	The
                                         Company management will determine the maximum SGT license fee achievable for each Project
                                         based on the market application, country, competition and SGT technology differentiation
                                         and advantages.



 


		7.4	The
                                         Company will pay to SESHK, *** of the License Fees received for each PSA for the purpose
                                         of enabling SEST to fulfill its obligation of paying GTI the Sub-license Royalty. Payments
                                         of the License Fees whether in its entirety or in installments set forth in the PSA will
                                         be directly paid within fifteen (15) days of receipt of the License Fees by the Company
                                         to SESHK and through SESHK to GTI pursuant to the GTI Agreement. Within fifteen (15)
                                         days after the Company has made such payments, SESHK shall provide the Company proof
                                         of payment to GTI.



 


		7.5	All
                                         amounts payable related to the Sublicense Royalty to GTI under a project, after such
                                         amounts have been examined and verified by the Company, and after paying the withholding
                                         taxes and other relevant expenses in accordance with applicable legal requirements and
                                         deducted therefrom by the Company, shall be paid by the Company to SESHK. Any amounts
                                         not timely paid shall be subject to an interest charge of the average of the daily prime
                                         rate of Citibank (New York) at the close of each day’s business, plus two percent
                                         (2%) per annum beginning on the day when such payment has become due and continuing until
                                         the day when such payment is made. Notwithstanding this Paragraph, failure to make any
                                         payment on or before its due date shall be a default by the Company for purposes of Section
                                         12hereof.



 


		7.6	All
                                         amounts specified in this Agreement related to a PSA are in U.S. Dollars and shall be
                                         paid in U.S. Dollars and be remitted, preferably by wire transfer, to SESHK upon ten
                                         (10) days prior written notice thereof to the Company.



 


		7.7	Each
                                         PSA will require that a Project have a PDP and must purchase its SGT Proprietary Equipment
                                         and Technical Services from the Company for which the price and terms will be defined
                                         in separate agreements for PDP, equipment sales and technical services or as a part of
                                         an overall packaged offering.



 


		7.8	For
                                         the avoidance of doubt, no project, customer or any third party may be sold a PDP, SGT
                                         Proprietary Equipment or Services by the Company without a valid, binding PSA in place
                                         first with such third party, except in the instance of providing preliminary technical
                                         proposals to customers for market development purposes.



 


		7.9	A
                                         list of potential Projects under development by the Company must be maintained and submitted
                                         to SESHK quarterly for inclusion in SESHK’s quarterly submittal to GTI, and SES
                                         HK’s and GTI’s consent for such Projects shall not be unreasonably rejected.



 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




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		7.10	PSA
                                         must substantially follow the standard form of License Agreement provided in Annex 5
                                         of the Contract. Any material modifications to the standard form of License Agreement
                                         must be mutually agreed by the Parties. Each PSA must include (i) terms requiring the
                                         automatic assignment of the PSA to SESHK upon termination of this Agreement, and (ii)
                                         confidentiality terms at least as restrictive as those in this Agreement. The terms and
                                         conditions for the above assignment will be negotiated and agreed separately.



 


		7.11	A
                                         copy of an executed PSA must be provided to SESHK in English and Chinese. SESHK will
                                         provide copies of this information to GTI per the terms of the GTI Agreement.



 


		7.12	The
                                         engineering works (including but not limited to PDPs, basis for design, CDPs, process
                                         flow diagrams (PFDs), piping and instrumentation diagrams (P&IDs), Proprietary Equipment
                                         data sheets, control and safety system logic, start-up and operating procedures and material
                                         selection guide) prepared by the Company must be submitted to SESHK for examination and
                                         approval for conformity to SESHK standards before being delivered to customers and applied
                                         to projects. The Company will submit all engineering works at least three weeks prior
                                         to the date that approval is needed. Notification of the expected submission dated for
                                         documents needing review will be submitted to SESHK upon execution of a PSA and/or PDP
                                         agreement by the Company.



 


Alternatively
the Company and SESHK may establish reviews of works in progress based on mutually agreeable terms in order to facilitate speedy
completion of deliverables while maintaining quality standards. If SESHK determines the relevant engineering works do not meet
expectations, SESHK shall identify the issues for modification by the Company.


 


		7.13	Copies
                                         of all technology works in progress, patents and patent disclosures, studies, feasibility
                                         study reports, and PDPs of the Company shall be transmitted to SESHK upon completion
                                         of the relevant work or Project. Meanwhile, copies of all technology works in progress,
                                         patents and patent disclosures, studies, feasibility study reports and PDPs of SESHK
                                         and its Affiliates outside the Territory, shall be transmitted to the Company upon completion
                                         of the relevant work or Project.



 






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		8.	Marks



 





		8.1	The Company’s marks shall
be unanimously approved by the Board after the Company’s establishment, which could be “SESHK mark and/or ZCM mark
and/or other mark”. The Company shall be entitled to apply for registration of any trademarks of the Company in both Chinese
and English for the use of such trademarks on any goods, products, equipment, advertising and promotional items within the Territory.



 


		8.2	SESHK
                                         and/or ZCM will provide the Company with the SGT and/or ZCM related trademarks for the
                                         development of the business of the Company. SESHK and/or ZCM will retain all ownership
                                         of their respective trademarks and grant the Company a royalty free license for those
                                         trademarks as long as and to the extent necessary for the Company to fulfill its operation
                                         purposes under this Agreement.



 


		8.3	All
                                         SGT and SGT Proprietary Equipment to be marketed by the Company shall bear the SESHK
                                         and/or ZCM brand(s) for the SGT and SGT proprietary equipment. The Company may have another
                                         SESHK and/or ZCM-related brand if so unanimously approved by the Board.



 


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



 


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



 


		(a)	The
                                         Company agrees that it will use reasonable efforts to comply with all conditions set
                                         forth in writing from time-to-time by SESHK and/or ZCM with respect to the style, appearance
                                         and manner of use of the Marks. In addition, upon SESHK and/or ZCM's request, the Company
                                         shall place all notices reasonably acceptable to SESHK and/or ZCM on any 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 SESHK and/or ZCM in such
                                         Marks;






 






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		(b)	All
                                         marketing, advertising and promotional material shall be subject to review from time
                                         to time by SESHK and/or ZCM with respect to, but not limited to, content, style, appearance,
                                         and composition;



 


		(c)	The
                                         Company will use and display the Marks only in a form and style which does not defame,
                                         disparage, dilute, place in a bad light, or otherwise injure SESHK and/or ZCM, any Affiliate
                                         of SESHK and/or ZCM, or any owner, officer, or director of SES or any of their respective
                                         Affiliates;



 


		(d)	The
                                         Company will not represent in any manner that it has any ownership interest in the SESHK
                                         and/or ZCM Marks or any goodwill associated therein. The Company will not represent in
                                         any manner that it has any rights in or to the Marks other than as set forth in this
                                         Agreement;



 


		(e)	The
                                         Company further agrees that it will not apply for nor seek to obtain trademarks, service
                                         marks, registrations or any other property rights in the Marks;



 


		(f)	The
                                         Company agrees that if the Company receives knowledge of any usage or exploitation of
                                         the Marks, or of other confusingly similar mark, by any person or entity other than the
                                         Company or SESHK and/or ZCM, and if the Company has a belief that such use is not approved
                                         by SESHK and/or ZCM, then the Company will promptly notify SESHK and/or ZCM in writing
                                         and shall assist SESHK and/or ZCM in any enforcement action SESHK and/or ZCM may elect
                                         to bring in its sole and absolute discretion; and



 


		(g)	The
                                         Company shall undertake any corrective actions requested by SESHK and/or ZCM in order
                                         to comply with SESHK-ZCM’s Quality Standards in a timely and professional manner
                                         and shall provide SESHK and/or ZCM with such evidence of compliance as SESHK and/or ZCM
                                         may reasonably request.



 


		8.6	The
                                         Company agrees that:



 


		(a)	During
                                         the Term and thereafter, The Company will not attack any of the Marks, trade names, domain
                                         names or other intellectual property rights pertaining to the Marks in the Territory
                                         or anywhere in the world, and will not aid or assist any third person or entity in doing
                                         so;



 




    	13



    	 



    

 


		(b)	The
                                         Company will not harm, misuse or bring into dispute the Marks in the Territory or anywhere
                                         in the world;



 


		(c)	The
                                         Company will use and exploit the Marks only in accordance with the terms and intentions
                                         of this Agreement; and



 


		(d)	The
                                         Company will comply with all laws and regulations relating or pertaining to the use or
                                         exploitation of the Marks and shall maintain SESHK/ZCM’s Quality Standards for
                                         the goods and services provided by the Company which bear, are related to or are otherwise
                                         in connection with the Marks, and shall further comply with any regulatory agencies which
                                         have jurisdiction over the Marks.



 


		(e)	The
                                         Company’s use of the Marks will be subject to SESHK approval and be in accordance
                                         to SESHK/ZCM Standards.



 


		8.7	As of the
                                         establishment date of the Company, both Parties have 100% ownership to the Marks as listed
                                         in Annex B. After the establishment of the Company, the marks developed by the Company
                                         shall be 100% owned by the Company.



 




    	14



    	 



    

 


		9.	SESHK
                                         Additional Services and
                                         Technology Implementation


 

		9.1	Subject
                                         to the terms and conditions as set forth under the Contract and this Agreement, SESHK
                                         will provide design and engineering reviews for the benefit of the Company and SESHK
                                         will supply technical services to the Company to enable the Company to deliver PDPs to
                                         Qualified Projects that license the SGT from the Company.



 


		9.2	SESHK
                                         will provide timely review of PDPs and equipment designs to assure they meet SGT quality
                                         standards and will perform as required.



 


		9.3	SESHK
                                         will provide to the Company engineers who are experienced in and capable of preparation
                                         of PDPs as its employees and will be responsible for the PDP design work. SESHK shall
                                         second one senior technical expatriate engineer with significant experience with the
                                         SGT to the Company through the first anniversary of the Effective Date to serve as the
                                         Company’s chief technology officer (“Company CTO”). The Company shall
                                         pay the salaries of the above Seconded Personnel.



 


		9.4	SESHK
                                         will provide necessary support and training to the Company’s employees in accordance
                                         with the plan as developed and implemented by SESHK and the Company on a mutually agreed
                                         basis, to enable the Company to complete the PDPs in accordance with Section 2.1, Section
                                         7.7 and Section 7.12.The Company will pay SESHK its actual costs for such support and
                                         training, except for projects similar to ZZ Plant and Yima Plant which will be provided
                                         free of charge by SESHK.



 


		9.5	SESHK
                                         will provide the Critical Design Parameters free of charge for every Project which implements
                                         the SGT.



 


		9.6	SESHK
                                         will provide technical support, as reasonably requested by the Company, in connection
                                         with preparation of PDPs, start-up and commissioning for Projects. The Company will pay
                                         SESHK its actual costs for such support, except for projects similar to ZZ Plant and
                                         Yima Plant which will be provided free of charge by SESHK.



 


		9.7	SESHK
                                         will assist the Company to obtain access to the GTI and other third party testing facilities,
                                         with costs fully reimbursed by the Company, if applicable.



 




    	15



    	 



    

 


		10.	Protection
                                         of Intellectual Property Rights



 


		10.1	The
                                         Parties will establish a joint Intellectual Property Committee with two (2) members from
                                         the Company and two (2) members from SESHK. This committee shall review all Improvements
                                         and intellectual property protection measures annually to develop recommended patent
                                         disclosure measures to protect all types of SGT and Improvements and shall make such
                                         recommendation to the Company Board on an annual basis.



 


		10.2	The
                                         Parties shall inform each other immediately of any infringements, misuse, or misappropriations
                                         of any portion of the SGT in the Territory.



 


		10.3	SESHK
                                         and the Company shall both be entitled to take action against infringers either separately
                                         or jointly in the enforcement of rights related to the SGT, Know-How and Improvements
                                         in the Territory. Any enforcement conducted by the Company or SESHK shall be at their
                                         own expense. If action is taken jointly then the costs shall be shared equally or as
                                         otherwise agreed by the Parties. The Parties shall assist each other with reasonable
                                         efforts in such actions. In the event of an enforcement action taken by the Parties jointly,
                                         SESHK and the Company may enter into a separate agreement related to the allocation of
                                         the reimbursement based on their respective losses suffered.



 


		10.4	The
                                         Company/SESHK shall protect the SES Intellectual Property/SGT, the Know-How and Improvements/Company
                                         Improvements in any form, including calculations, methodologies, software, spreadsheets,
                                         computer programs and mathematical algorithms which generally fall into the category
                                         of trade secrets and/or Confidential Information and shall never publish or patent such
                                         information without the written joint consent of the Company and SESHK. Such SES Intellectual
                                         Property/SGT, the Know-How and Improvements/Company Improvements shall be protected and
                                         secured as sensitive Confidential Information of the Company and SESHK. The Company/SESHK
                                         must take all efforts to limit such trade secrets to only those Working Personnel and
                                         Management Personnel who must use the information to conduct the business of the Company.
                                         The Company/SESHK must restrict all access or ability to photocopy or make electronic
                                         copies of such trade secrets and/or Confidential Information. Any violation of the aforesaid
                                         shall constitute a material breach of this Agreement and therefore lead to its termination.



 


		11.	Assignment



 


		11.1	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 otherwise be assignable by either Party without the prior written consent of the
                                         other Party; 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 SESHK/ZCM. Any and all assignments of this Agreement
                                         or of any interests therein not made in accordance with this section shall be void.



 




    	16



    	 



    

 


		11.2	The Parties acknowledge that
the damage or loss that would be caused by a breach of this Agreement would be difficult, if not impossible, to quantify, and
accordingly, notwithstanding Section 16.2, each Party and its Affiliates shall be entitled to specific performance to compel compliance
with the provisions of this Agreement.



 


		12.	Default
                                         and Termination



 


		12.1	Term.
                                         The term of this Agreement shall commence on the Effective Date of the Company and
                                         shall continue for twenty (20) years or until any such time the Contract is terminated
                                         or liquidation procedures for the Company are commenced pursuant to the Contract, 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.



 


		12.2	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.



 


		12.3	Termination
                                         Following Breach. If either Party shall be in default of, or otherwise breaches,
                                         any obligation hereunder, resulting in a failure to achieve the purpose of the Contract
                                         or this 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.



 


		12.4	Termination
                                         Following Insolvency or Bankruptcy. This Agreement shall terminate immediately and
                                         automatically upon the act of the Company 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.



 


		12.5	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 prior to
                                         the effective date of such termination.



 


		12.6	Survival.
                                         The obligations of the Parties pursuant to Section8 and Sections 10 through 15of
                                         this Agreement shall survive any termination of this Agreement.



 






    	17



    	 



    

 


		13.	Indemnification






 


The
Company agrees to hold harmless, defend, and indemnify SESHK and its managerial staff, directors, employees, agents, Affiliates,
successors and assigns (the “SESHK Indemnified Parties”) from any and all claims, causes of action, losses,
costs, injuries or deaths, liabilities, damages and any and all expenses, including and without limitation to reasonable attorney’s
fees, incurred by SESHK Indemnified Parties, or the expenses and fees arising out of or relating to any of the follows:


 


		(a)	any misrepresentation or false
warranty made by the Company in this Agreement;



 


		(b)	any use or misuse of the SGT;
and



 


		(c)	any infringement or claimed
infringement of any aspect of the SGT upon the intellectual property rights of any third party. Such indemnification obligation
shall be effective throughout the Term of this Agreement, and shall survive the termination or expiration of this Agreement.



 


		14.	Notice



 


		14.1	Addresses.
                                         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:



 


ZCM:


 


No.
20 Chengyang Road, Houcheng, Jingang Town, Zhangjiagang City, Jiangsu Province, 215631, PRC


 


Attention:
XU, Ye


 


Telephone
No:0512-5673-9008


 


Facsimile
No.: 0512-5673-9009


 


SESHK:


 


7/F.,
Bonham Centre 79-85 Bonham Strand, Sheung Wan


 


Attention:
ROBERT WAYNE RIGDON


 


Telephone
No: 001-(713) 579-0600







    	18



    	 



    

 


		14.2	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.



 


		15.	Confidentiality



 


		15.1	Except
                                         as hereinafter provided, the provisions of this Agreement and all information or documents
                                         which come into the possession of the Company, or its Affiliates, in connection with
                                         the performance hereof, and any other Confidential Information, may not be communicated
                                         to third parties without mutual consent by both Parties. However, the Company shall have
                                         the right to disclose such provisions, information or document without mutual consent:



 


		(a)	to Affiliates
                                         of the Company 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, and such persons undertake to keep such information or documents under terms
                                         of confidentiality equivalent to this Section 15, and provided further that a list of
                                         such persons receiving information pursuant to this section is provided to both Parties
                                         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, and such persons undertake to keep such information or documents under terms
                                         of confidentiality equivalent to this Section 15;



 


		(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;



 


		(d)	to the
                                         extent any such information or document has (i) been independently developed by the Company,
                                         (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(for this purpose any disclosure by a person
                                         contemplated by Section 15.1(a) shall be deemed to be the fault or negligence of such
                                         Party); and



 




    	19



    	 



    

 


		(e)	to an
                                         arbitration tribunal in connection with resolution of a dispute under this Agreement.



 


		15.2	The
                                         confidentiality obligations of third parties who receive any information pursuant to
                                         Section 15.1 shall be set forth in a non-disclosure agreement between the Company and
                                         such third party substantially similar to the standard non-disclosure agreement attached
                                         as Annex D hereto. The confidentiality obligations set forth in such non-disclosure agreement
                                         shall expressly survive the termination or expiration of the agreement. A fully executed
                                         of such non-disclosure agreement shall be provided to SESHK by the Company.



 


		15.3	The
                                         Parties acknowledge and agree both Parties have entered into the Agreement under the
                                         condition that the SGT, the Know-How and all other relevant intellectual property will
                                         be protected by the Parties and the Company, and that the Parties and the Company shall
                                         protect all Confidential Information related to the SGT, Improvements and Know-How, and
                                         any Confidential Information of the Parties, and ensure that all such information is
                                         not transmitted to third parties and all SGT Confidential Information is returned to
                                         SESHK at the end of the Term, and all ZCM Confidential Information is returned to ZCM
                                         at the end of the Term or upon liquidation of the Company and is not used by ZCM or the
                                         Company except as specifically authorized under this Agreement. The Parties agree that
                                         the default on confidential obligation may constitute material breach of this Agreement,
                                         and thus result in termination of this Agreement, except, however, SGT related Confidential
                                         Information obtained by any third party not by reason attribute to a breach by the Company
                                         or a Party.



 


		16.	Miscellaneous



 


		16.1	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 herein;



 


		(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;



 




    	20



    	 



    

 


		(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; and



 


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



 


		16.2	All
                                         disputes arising out of this Agreement shall be settled in accordance to Article 27 of
                                         the Contract.



 


		16.3	The
                                         validity and interpretation of this Agreement and the legal relations of the Parties
                                         to it shall be governed by the published and publically available laws, rules and regulations
                                         of China. If there are no published or publically available Chinese laws, rules and regulations
                                         or international treaties or conventions governing a particular matter, the then current
                                         general business practices in China shall apply, to the extent that they are in conformity
                                         with generally accepted international business practices and principles. 



 




    	21



    	 



    

 


		16.4	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.



 


		16.5	Entire
                                         Agreement. This Agreement (including all schedules and attachments, which are a part
                                         hereof), and the Contract, embody the entire understanding between SESHK and ZCM and
                                         any prior or contemporaneous representations, warranties or arrangements between the
                                         Parties relating hereto, either oral or written, are hereby superseded.



 




    	22



    	 



    

 


		16.6	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 there with. In the event that the Company mentions
                                         the U-GAS Process that is the subject matter of this Agreement in writing in any press
                                         release or other promotional documentation, the Company shall include the phrase “Licensed
                                         from Gas Technology Institute and Synthesis Entergy Systems, Inc.” in said release
                                         or promotional documentation.



 


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



 


		16.8	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 contractor and shall not bind
                                         nor attempt to bind the other party to any contract, 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.



 


		16.9	Interpretation.
                                         The Chinese and English versions of this Agreement shall be equally valid. 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.



 


		16.10	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.



 




    	23



    	 



    

 


		16.11	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.



 


		16.12	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.



 


		16.13	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. Therefore, the
                                         Parties agree that either Party shall be entitled to other remedies, including injunction
                                         and specific performance, in the event of any breach or threatened breach of the provisions
                                         of this Agreement by the other Party. 



 


Unless
otherwise expressly provided in this Agreement, the rights and remedies set forth in this Agreement are in addition to, and not
in limitation of, other rights and remedies under this Agreement or available at law, and the exercise, or non-exercise of one
right or remedy will not be deemed a waiver of any other right or remedy.


 


		16.14	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.



 


		16.15	After
                                         obtaining the business license of the Company, the Parties agree hereby that the legal
                                         representative of the Company shall sign and stamp hereunder on the signature page, so
                                         to confirm that SESHK has completed its contribution to the Company, and the Company
                                         is bound by this Agreement. 



 


		16.16	This
                                         Agreement is an appendix to the JV Contract and is a necessary supplement to the Contract.
                                         This Agreement and the Contract shall have the same legal effect.



 




    	24



    	 



    

 


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.


 


Zhangjiagang
Chemical & Machinery Co., Ltd.


 


	By:	/s/ Chen, Yuzhong	 
	Name:	Chen, Yuzhong	 
	Title:	Chairman	 
	Date:	14 February 2014	 


 


SES ASIA TECHNOLOGIES, LIMITED.


 


	By:	/s/ Robert W. Rigdon	 
	Name:	Robert Wayne Rigdon	 
	Title:	President	 
	Date:	14 February 2014	 


 


ZCM-SES
SINO-US CLEAN ENERGY TECHNOLOGIES CO., LTD. 


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 


The
following undersigned jointly and severally agrees to be bound by the obligations of the Company under this Agreement:


 






    	25



    	 



    

 




Annex A


 


SES Intellectual
Property


 


U-Gas®
Patents (GTI)


U-Gas®
专利 (GTI)


 


	Patent
    Number专利号	Description描述
	US
    3,884,649	Coal
                                         Pretreater and Ash Agglomerating Gasifier

         

        煤的预处理和灰熔聚气化炉

         

	US
    3,867,110	Method
                                         of Coal Pretreatment

         

        煤的预处理方法

         

	US
    3,935,825	Coal
                                         Ash Agglomerating Device

         

        煤的灰熔聚设备

         

	US
    4,057,402	Coal
                                         Pretreatment and Gasification Process

         

        煤的预处理和气化工艺

         

	US
    4,023,280	Valve
                                         for Ash Agglomerating Device

         

        灰熔聚设备阀

         

	US
    4,191,539	Improved
                                         Apparatus for Feeding Caking Coals to a Gasifier

         

        气化炉粘结性煤进料的装置改进

         

	US
    4,202,673	Coal
                                         Conversion Apparatus

         

        一种煤转换装置

         

	US
    4,229,298	Fluidized
                                         Bed Apparatus and Process

         

        流化床设备和工艺

         



 






    	A-1



    	 



    

 


	US
    24,315,758 	Process
                                         for the production of fuel gas from coal by introducing an oxygen containing gas into
                                         the bottom of the fluidized bed through a separate conduit positioned within the center
                                         of a nozzle adapted to agglomerate and withdraw the ash from the bottom of the fluidized
                                         bed.

         

        一种煤制燃料气产出工艺;氧气从中心管喷嘴进入到流化床底部;并通过这个中心管进行灰团聚和底部排渣。

         

	US
    4,369,045	Fluidized-Bed
                                         Gasification Process with Agglomerated Solids Removal

         

        一种固体团聚排渣的流化床气化工艺

         

	US
    4,416,857	Fluidized-Bed
                                         Gasifier or Similar Device for Gasification of Ash and Untreated Coal

         

        气化灰和未处理煤的流化床气化炉或类似设备

         

	US
    4,435,364	Fluidized-Bed
                                         Gasifier or Similar Device for Gasification of Ash and Untreated Char

         

        气化灰和未处理焦的流化床气化炉或类似设备

         

	US
    4,483,692	Apparatus
                                         for Fluidized Bed Coal Gasification Reactor

         

        流化床煤气化反应器装置

         

	US
    4,544,375	Method
                                         for Controlling Ash Level in Ash Agglomerating Fluidized Bed Gasifier

         

        控制灰熔聚流化床气化炉中灰水平的方法

         



 




    	 



    	 



    

 


	US
    4,664,678	Apparatus
                                         and Process for Controlling Fluidized Beds

         

        控制流化床的设备和工艺

         

	US
    4,867,756	Removal
                                         of Sulfur Compounds in Fluidized bed Carbonaceous Solids Gasification

         

        去除流化床含碳固体气化中的硫化物

         



 


	

    Invention 1

    发明1 

    
	Dust
    Removal Method Using Baghouse Filters And Dust Removal Apparatus Therefor    干法布袋除尘装置

    Inventors: Minghai Gu, Songliang Sun, Guangliang Luo  发明人;顾明海;孙松良;
    骆光亮
	(I)
                                         PCT/CN2009/000578 entered following countries已于下列国家申请专利
                                         

        Filing Date: 26-May-2009
        备案日期;2009年5月26日

	Australia澳大利亚	China中国	India印度	Indonesia印度尼西亚	US美国	Vietnam越南	Turkey土耳其
	App.
    No. 申请号 2009253633	App.
    No. 申请号 200980120579.2	App.
    No. 申请号 9234/DELNP/2010	App.
    No. 申请号 W00201004464	App.
    No. 申请号 12/994,850	App.
    No. 申请号 1-2010-03530	App.
    No. 申请号 2010/11132

Pat.
    No. TR 2010 11132 B
	All
    pending等待结果	Issued已授权
	(II)
                                         Chinese utiltiy model中国实用新型
                                         200820119811.3: Issued已授权

        Filing Date: 27-May-2008
        备案日期;2008年5月27日



 




    	 



    	 



    

 


	Invention 2

    发明2 

    
	HRSG
    For Use With Fluidized Coal Gasifier   一种流化床煤气化用余热锅炉                                                                                                                                    Inventors:
    Minghai Gu, Songliang Sun, Guangliang Luo  发明人;顾明海;孙松良;
    骆光亮
	(I)
                                         PCT/CN2009/000579: entered following countries 已于下列国家申请专利
                                         

        Filing Date: 26-May-2009
        备案日期;2009年5月26日

	Australia澳大利亚	China中国	India印度	Indonesia印度尼西亚	US美国	Vietnam越南	Turkey土耳其
	App.
    No. 申请号 2009253634	App.
    No. 申请号 200980120578.8

Pat
    No.专利号 ZL 200980120578.8	App.
    No. 申请号 9240/DELNP/2010	App.
    No. 申请号 W00201004463	App.
    No. 申请号 12/994,851	App.
    No. 申请号 1-2010-03531	App.
    No. 申请号 2010/10838

Pat
    No.专利号 TR 2010 10838 B
	Pending等待结果	Issued已授权	All
    Pending等待结果	Issued已授权
	(II)
                                         Chinese utiltiy model 中国实用新型
                                         App. No. 申请号
                                         200820119812.8: issued 已授权
                                         (CN201272780Y)

        Filing Date: 26-May-2008
        备案日期;2008年5月26日

	Invention
    3

    发明3

    
	Fluidized
                                         bed gasifier with solids discharge and classification device 具有固体颗粒排放及分类装置的流化床反应器
                                         

        Inventors: Tsung-Yao
        Robert Sheng 发明人;盛宗耀

	(I)
    PCT/US2009/046336: entered following countries  已于下列国家申请专利

Filing
    Date: 05-Jun-2009 备案日期;2009年6月5日


 




    	 



    	 



    

 


	Australia澳大利亚	China中国	India印度	Indonesia印度尼西亚	US美国	Vietnam越南	Turkey土耳其
	App.
    No. 申请号 2009256101	App.
    No. 申请号 200980121529.6 	App.
    No. 申请号 9233/DELNP/2010	App.
    No. 申请号 W00201004533	App.
    No. 申请号 12/996,017	App.
    No. 申请号 1-2011-00025	App.
    No. 申请号 2010/10131                    Pat
    No.专利号 TR 2010 10131 B
	All
    pending等待结果	Issued已授权
	Invention
    4

    发明4	Method
    and Apparatus for Fine Solids Recycle   细微固体颗粒回收利用装置及包括其的流化床反应器

    Inventors: Guohai Liu  发明人;刘国海
	(I)
    US App. No. 申请号12/111,767

Pat
    No.专利号 US 7,879,294 B2: Issued已授权

Filing
    Date: 29-April-2008 备案日期;2008年4月29日
	(II)
CN App. No. 中国申请号 200910203552.1:
Pending  等待结果

Filing Date: 20-May-2009
备案日期;2009年5月20日
	Invention
    5

    发明5

    
	Loop
    Seal for Recycling Solids from a Cyclone and Fluidized Bed Reactor and Method Using the Same   用于回收利用旋风分离器中固体颗粒的回料阀以及流化床反应器和其使用方法

    Inventors: Guohai Liu 发明人;刘国海
	(I)
PCT/US2010/037558: entered following countries   已于下列国家申请专利

Filing
Date: 05-Jun-2010 备案日期;2010年6月5日


 




    	 



    	 



    

 


	Australia澳大利亚	China中国	India印度	Indonesia印度尼西亚	Vietnam越南	US美国	Turkey土耳其
	App.
    No. 申请号 2010256358	App.
    No. 申请号 201080025126.4	App.
    No. 申请号 9720/DELNP/2011	App.
    No. 申请号 W00201104449	App.
    No. 申请号 1-2012-00036	App.
    No. 申请号 13/376,291	App.
    No. 申请号 A 2011/11917

    Pat No.专利号 TR 2011 11917 B
	All
    pending等待结果	Issued已授权
	Invention
    6

    发明6

    
	Method
    and Apparatus for Cooling Solid Particles Under High Temperature and Pressure  在高温高压下冷却固体颗粒的方法及装置

    Inventors: Guohai Liu 发明人;刘国海
	(I)
    PCT/US2009/046335: entered following countries   已于下列国家申请专利

Filing
    Date: 05-Jun-2009 备案日期;2010年6月5日
	Australia澳大利亚	China中国	India印度	Indonesia印度尼西亚	Vietnam越南	Turkey土耳其
	App.
    No. 申请号 2009256100	App.
    No. 申请号 200980121542.1	App.
    No. 申请号 9232/DELNP/2010	App.
    No. 申请号 W00201004534	App.
    No. 申请号 1-2011-00026	App.
    No. 申请号 2010/10132
	All
    Pending等待结果
	(II)
    US App. No. 美国申请号 12/133,759:
    Pending   等待结果

Filing
    Date: 05-Jun-2008  备案日期;2008年6月5日


 




    	 



    	 



    

 


	Invention 7

    发明7	Method
    and apparatus for particle recycling in multiphase chemical reactors  回收利用多相化学反应器中颗粒的方法及装置

    Inventors: Michael Xu 发明人;徐春发
	(I)
    PCT/US2011/062273: entered following countries     已于下列国家申请专利

Filing
    Date: 29-Nov-2011 备案日期;2010年6月5日
	Australia澳大利亚	India印度	Indonesia印度尼西亚	US美国
	App.
    No. 申请号 2011336788	App.
    No. 申请号 5059/DELNP/2013	App.
    No. 申请号 W00201302922	App.
    No. 申请号 13/990,042
	All
    Pending等待结果
	(II)
    CN App. No. 中国申请号 201010582393.3:
    Pending   等待结果

Filing
    Date: 29-Nov-2010  备案日期;2010年11月29日
	Invention
    8

    发明8

    
	Fines
    Capture and Recycle System and Uses Thereof (one cyclones/dipleg system)      细粉捕集和循环系统及其使用原理;一个旋风/料腿系统;

    Inventors: Francis Lau;Tsung-Yao Robert SHENG  发明人;刘锡明;盛宗耀
	(I)
    PCT/US2012/044094: National stage due on 24-December-2013    PCT进入各国的有效期为2013年12月24日

Filing
    Date: 25-Jun-2012  备案日期;2012年6月25日
	(II)
    US App. No. 美国申请号 13/532,769:
    Pending   等待结果

Filing
    Date: 25-Jun-2012  备案日期;2012年6月25日
	 	 	 	 	 


 




    	 



    	 



    

 


	Invention 9

    发明9

    
	Fluidized
    Beds Having Membrane Walls and Methods for Fluidizing    包含有膜式壁的流化床以及流化方法

Inventors:
    Timothy E. Vail  发明人;Timothy
    E. Vail
	(I)
    PCT/US2010/041758: National stage due on 13-January-2013, according to Francis emai dated 9 January 2013, not enter into national
    stage  PCT进入各国的有效期为2013年1月13日;根据Francis
    2013年1月9日的邮件;未在其他国家申请

    Filing Date: 13-Jul-2010  备案日期;2010年7月13日
	(II)
    US  App. No. 美国申请号12/416,006:
    Pending    等待结果

Filing
    Date: 31-March-2009  备案日期;2009年3月31日
	Invention
    10

    发明10	Synthetic
Gas Recycle Method and Apparatus       一种合成气循环的装置及方法

Inventors:
Mark K. Robertson & Gwo-Jang Abraham Liou   发明人;Mark K. Robertson 和 Gwo-Jang
Abraham Liou
	(I)
    PCT/US2010/048947: due date to national stage entry lapsed     PCT未在各国申请

Filing
    Date: 15-Sep-2010  备案日期;2010年9月15日
	(II)
US  App. No. 美国申请号12/563,800:
Abandoned    放弃

Filing Date: 15-Sep-2009  备案日期;2010年9月15日
	Invention
    11

    发明11	Fluidized
    beds, sizing of fluidizing medium inlet holes and methods of fluidizing     流化床,
    流化介质进入孔尺寸以及流化方法
     

Inventors:
    David H. Nicoll, Timothy E. Vail  发明人;David
    H. Nicoll, Timothy E. Vail
	(I)
    PCT/US2008/076089: entered following countries     已于下列国家申请专利

Filing
    Date: 11-Sep-2008  备案日期;2008年9月11日
	Australia澳大利亚	China中国	Europe欧洲	India印度
	 	 	 	 	 


 




    	 



    	 



    

 


	App.
    No. 申请号 2008298732	App.
    No. 申请号 200880115584.X

Pat
    No.专利号 ZL 200880115584.X 	App.
    No. 申请号 08831249.1

Pat
    No.专利号 2200738	No
    Published information无信息发布
	Pending等待结果	Issued
    已授权	Issued
    已授权	Pending等待结果
	(II)
    US App. No. 美国申请号11/853,933:
    Pending 等待结果

Filing
    Date: 12-Sep-2007  备案日期;2007年9月12日
	Invention
    12

    发明12	Venturi
inserts, interchangeable venturis and methods of fluidizing    文丘里管插件、可替换的文丘里管和流化的方法

Inventors:
David H. Nicoll, Timothy E. Vail  发明人;David H. Nicoll, Timothy E. Vail
	(I)
    PCT/US2008/076090: entered following countries  已于下列国家申请专利

Filing
    Date: 11-Sep-2008  备案日期;2008年9月11日
	Australia澳大利亚	China中国	Europe欧洲	India印度
	Mr.
    John Winter instructed to abandon these applications. John Winter先生指示放弃这些申请。
	(II)
    US App. No. 美国申请号11/853,934:
    Mr. John Winter instructed to abandon this application   John Winter先生指示放弃这些申请。

Filing
    Date: 11-Sep-2007   备案日期;2007年9月11日
	Invention
    13

    发明13	***
	***
	 	 	 	 	 


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	 



    	 



    

 


	Invention
    14 

    发明14	***
	***
	Invention
    15 

    发明15	***
	***
	Invention
    16 

    发明16	***
	***
	Invention
    17 

    发明17	***
	***
	Invention
    18 

    发明18	***
	***
	Invention
    19

    发明19	***


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	 



    	 



    

 


	***


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has been
filed separately with the Securities and Exchange Commission.





 




    	 



    	 



    

 


Annex B Marks


附件B


标识


 


		1.	SES标志
                                         SES Marks



 


		1.1	英文标志
                                         English



 





 


		1.2	中文标志
                                         Chinese



 





 


		2.	SES标语
                                         SES Slogan



 


		2.1	Unlocking
                                         value through clean energy technology.



 


		2.2	清洁能源技术创造价值。



 


		2.3	褐煤和生物质气化的领导者。



 




    	B-1



    	 



    

 


		3.	SES
                                         Gasification Technology Name



 


		a)	SES Gasification Technology



 


		b)	SES气化技术



 


		4.	U-GAS商标



 


		3.1	U-GAS®



 


		5.	张化机商标
                                         ZCM Marks



 





 




    	 



    	 



    

 


Annex C


 


Project Pipeline
of SESHK and/or Its Affiliates


(before the
Effective Date and within the Territory)


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Royalty
    fee	 	Proprietary
    equipment	 	 	 	 	 	 	 	 
	No.	 	Company
    Name	 	Priority	 	Country	 	Project	 	Capacity	 	Estimated

        project
        start

        year
	 	Technical

        proposal
	 	Net

        Syngas

        scale*

        (ncm/hr)
	 	Unit

        Price

        (US

        dollar)
	 	Royalty
                                         fee

        (RMB)
	 	Cost
    (RMB)	 	Margin
    (RMB)	 	20%
                                         Margin

        (RMB)
	 	Quotation

        (RMB)
	 	PDP
                                         Fee

        (RMB)
	 	Technical

        Service
        (RMB)
	 	Gasifier

        number
	 	Remarks
	1	 	***	 	High	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 
	2	 	***	 	High	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	3	 	***	 	High	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	4	 	***	 	High	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	5	 	***	 	Medium	 	China	 	***	 	***	 	 	 	N	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	6	 	***	 	Medium	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	***	 	***	 	***	 	***
	7	 	***	 	Medium	 	China	 	***	 	***	 	***	 	N	 	***	 	 	 	-   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	8	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	9	 	***	 	Medium	 	China	 	***	 	***	 	 	 	Y	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	10	 	***	 	Medium	 	China	 	***	 	***	 	***	 	N	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 	 	 
	12	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 	 	 
	13	 	***	 	Medium	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***
	14	 	***	 	Medium	 	China	 	***	 	***	 	 	 	N	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	15	 	***	 	Medium	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	16	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	17	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	***	 	 


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	C-1



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Royalty
    fee	 	Proprietary
    equipment	 	 	 	 	 	 	 	 
	No.	 	Company
    Name	 	Priority	 	Country	 	Project	 	Capacity	 	Estimated

        project
        start

        year
	 	Technical

        proposal
	 	Net

        Syngas

        scale*

        (ncm/hr)
	 	Unit

        Price

        (US

        dollar)
	 	Royalty
                                         fee

        (RMB)
	 	Cost
    (RMB)	 	Margin
    (RMB)	 	20%
                                         Margin

        (RMB)
	 	Quotation

        (RMB)
	 	PDP
                                         Fee

        (RMB)
	 	Technical

        Service
        (RMB)
	 	Gasifier

        number
	 	Remarks
	18	 	***	 	Medium	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 
	19	 	***	 	Medium	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	20	 	***	 	Medium	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	 
	21	 	***	 	Low	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	22	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 	 	 
	23	 	***	 	Low	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	 
	24	 	***	 	Low	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	25	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	***
	26	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	27	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	28	 	***	 	Low	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 	 	 	***
	29	 	***	 	Low	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	***	 	 	 	***	 	***	 	***	 	***	 	 
	30	 	***	 	Low	 	China	 	***	 	***	 	***	 	N	 	***	 	***	 	***	 	***	 	***	 	 	 	***	 	***	 	***	 	 	 	***
	31	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	 	 	***	 	***	 	***	 	 	 	 
	32	 	***	 	Low	 	China	 	***	 	***	 	***	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***
	33	 	***	 	Low	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	 
	34	 	***	 	Low	 	China	 	***	 	***	 	 	 	N	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	 


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	C-2



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Royalty
    fee	 	Proprietary
    equipment	 	 	 	 	 	 	 	 
	No.	 	Company
    Name	 	Priority	 	Country	 	Project	 	Capacity	 	Estimated

        project
        start

        year
	 	Technical

        proposal
	 	Net

        Syngas

        scale*

        (ncm/hr)
	 	Unit

        Price

        (US

        dollar)
	 	Royalty
                                         fee

        (RMB)
	 	Cost
    (RMB)	 	Margin
    (RMB)	 	20%
                                         Margin

        (RMB)
	 	Quotation

        (RMB)
	 	PDP
                                         Fee

        (RMB)
	 	Technical

        Service
        (RMB)
	 	Gasifier

        number
	 	Remarks
	35	 	***	 	Low	 	China	 	***	 	***	 	 	 	N	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	 
	36	 	***	 	Low	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	 	 	 	 	***	 	***	 	***	 	 	 	***
	37	 	***	 	Low	 	China	 	***	 	***	 	 	 	Y	 	***	 	***	 	***	 	***	 	 	 	***	 	***	 	***	 	***	 	***	 	 
	38	 	***	 	Low	 	Indonesia	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	***	 	Medium	 	Indonesia	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	40	 	***	 	Low	 	Phillipines	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	***	 	high	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	42	 	***	 	high	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	43	 	***	 	High	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	44	 	***	 	High	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	C-3



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Royalty
    fee	 	Proprietary
    equipment	 	 	 	 	 	 	 	 
	No.	 	Company
    Name	 	Priority	 	Country	 	Project	 	Capacity	 	Estimated

        project
        start

        year
	 	Technical

        proposal
	 	Net

        Syngas

        scale*

        (ncm/hr)
	 	Unit

        Price

        (US

        dollar)
	 	Royalty
                                         fee

        (RMB)
	 	Cost
    (RMB)	 	Margin
    (RMB)	 	20%
                                         Margin

        (RMB)
	 	Quotation

        (RMB)
	 	PDP
                                         Fee

        (RMB)
	 	Technical

        Service
        (RMB)
	 	Gasifier

        number
	 	Remarks
	45	 	***	 	High	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***
	46	 	***	 	High	 	***	 	***	 	***	 	***	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***


 


***
This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act
of 1934, as amended, and has been filed separately with the Securities and Exchange Commission.


 




    	C-4



    	 



    

 


Annex D


Form of Technical
Non-disclosure Agreement


 


Agreement made
this [DATE]


 


Between Synthesis
Energy Systems, Inc. (“SES”) and


 


[COUNTERPARTY]
(“Recipient”)


 


SES
has developed, licensed or otherwise acquired proprietary technical information relating to coal gasification technology, biomass
and blends of coal and biomass, for the manufacture of synthesis gas in a proprietary process and its integration with adjacent
technologies for: (1) the production of clean synthesis gas, (2) the production of hydrogen, (3) the production of chemicals,
(4) the production of transportation fuels, and (5) the production of electric power, (6) coal preparation and feeding, (7) ash
discharge (8) particulate recycling, control and removal, and (9) 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


 


(1)
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;


 


(2)
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


 


(3)
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.


 


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 (1) to notify SES immediately of the existence,
terms, and circumstances surrounding such order, (2) to consult with SES on the advisability of taking legally-available steps
to resist or narrow such order, (3) cooperate with any legally-available steps taken by SES to resist or narrow such order, and
(4) 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, it is legally compelled to disclose, and (5) 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 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.


 


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.          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 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 SES intellectual property.


 


9.          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.


 


10.          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.


 


11.          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.


 


12.          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 laws of England without regard to its conflict of law
rules.


 


13.          (1)
All disputes arising out of or in connection with this Agreement shall be submitted to the International Court of Arbitration
of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber
of Commerce (the "Rules").


 


(2)
Arbitration shall be conducted using the English language. The place of the Arbitration shall be [Singapore].


 


(3)
There shall be three (3) arbitrators. Each party shall appoint one arbitrator, and the third and presiding arbitrator shall be
selected by agreement between the parties, or failing agreement within twenty (20) days of the appointment of the two party-nominated
arbitrators, in accordance with the said Rules. The presiding arbitrator shall not be a national of China, Hong Kong, Macau, Taiwan
or the USA.


 




    	 



    	 



    

 


14.          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.


 


IN
WITNESS WHEREOF, an authorized representative of each respective party has executed this Agreement on the date first written above.


 


SES: SYNTHESIS
ENERGY SYSTEMS, INC.


 


	By:
    	 	 
	Name:	 
	Title:	 


 


	RECIPIENT: 	 	 


 


	By:	 	 
	Print Name:	 
	Print Title: