Exhibit 10.5


 


Amended and Re-Stated Loan Agreement


 


Australian Future Energy Pty Ltd and Synthesis
Energy Systems, Inc


 


Provision of Short Term Interim Funding


 


The purpose of this Amended and Re-Stated Loan Agreement (“Agreement”)
is to amend and re-state the Loan Agreement that was entered into between Australian Future Energy Pty Ltd and Synthesis Energy
Systems, Inc, on or about 25 October 2019 (“the Original Agreement”).


 


Effective from the date of signing this Agreement, the Original
Agreement is terminated and no longer in force or effect.


 


	#	 	Section	 	Detail
	 	 	 	 	 
	1	 	Borrower	 	
        Australian Future Energy Pty Ltd (“AFE”)

        Level 19

        10 Eagle Street

        Brisbane Qld 4000

	 	 	 	 	 
	2	 	Lender	 	
        Synthesis Energy Systems, Inc (“SES”)

        1 Riverway

        Houston Texas 77056

        United States of America

	 	 	 	 	 
	3	 	Background and Purpose	 	
        On 10 October 2019, SES announced that it had
        signed a definitive Merger Agreement, whereby AFE, a private company incorporated in Brisbane, Australia in 2014, will merge with
        a wholly owned subsidiary of SES. As a result of the transaction, AFE will become a wholly owned subsidiary of SES. SES currently
        holds approximately 35% of the issued capital of AFE.

         

        In connection with the execution of the Merger
        Agreement;

         

        a)    On
        or about October 10, 2019, SES issued $US 2,000,000 of 11% senior secured debentures to certain accredited investors, along with
        warrants to purchase $4,000,000 of shares of SES’s common stock, and shall receive the proceeds of $2,000,000, less legal
        and escrow agent fees of approximately $34,000, pursuant to the Merger Debentures schedule. An amount of $US 1,000,000 has been
        received as of the date hereof.

         

        b)    On
        or about February 12, 2020, SES shall issue $US 450,000 of 11% senior secured debentures to certain accredited investors, along
        with warrants to purchase $US 900,000 of shares of SES’s common stock and expects to receive the proceeds of $US 450,000
        within 5 - 7 business days thereof.

         

        


The merger debentures associated with the October 2019 issuance
and February 2020 issuance are intended to assist SES and AFE in financing their respective business through the closing of the
merger.


 


Both AFE and SES expect the merger to close
by no later than 11 May 2020 and anticipate that this will occur around end April 2020.




 






    	 



    	 



    

 


	4	 	Purpose of Loan	 	
        To be used by AFE according to the budget and
        forecast that has been agreed between the parties, and shall not deviate from the Budget by more than 25% on any line item and
        not exceed 10% in aggregate in any month without mutual written agreement of both AFE’s and SES’ CEO.

         

        Commercially reasonable efforts shall be made
        by both AFE and SES to minimize expenses and to manage payments to close the proposed Merger transactions.

         

        In the event that the proposed Merger transaction
        does not successfully complete, SES and AFE will work co-operatively together to review those costs incurred individually by either
        of SES or AFE that may have been of benefit to the other party, and to reasonably discuss and agree a method for the sharing of
        payment of such costs. SES and AFE agree that this will be likely to predominantly relate to Australian legal costs of King Wood
        Mallesons.

	 	 	 	 	 
	5	 	Loan Amount	 	$US 565,000 in two instalments as described below in Item 6.
	 	 	 	 	 
	6	 	Funding Date	 	
        Loan Amount to be provided in following Instalments
        to AFE’s normal cash operating account, with Westpac Banking Corporation, within 2 business days of the milestone dates as
        outlined below:

         

        1.    $US
350,000 (“Initial Loan Amount”) - Previously provided on or around 25 October 2019,

         

        2.    $US
100,000 upon closing and receipt of funds of not less than US $390,000 related to February 2020 senior secured debentures,
and

         

         

        3.    $US
115,000 upon mail-out of the proxy statement and related documents to the SES Shareholders in connection with the Merger and
receipt of US $500K funds from the second closing of the October 2019, senior secured debentures – expected on or around
31 March 2020 -

         

        


Account details :


 


Account Name : Australian Future Energy Pty Ltd


Bank : Westpac Banking Corporation


Customer ID Number : 8414 9681


BSB Number : 034-001


Account Number : 346 367




 






    	 



    	 



    

 


	7	 	Term and Effectiveness	 	
        The Agreement, once signed by both SES and
        AFE shall be immediately effective as to Instalment 1 and as to Instalment 2 and 3 shall be effective upon i) receipt by SES of
        all bondholder consents related to the February 2020 secured debentures and ii) receipt by SES of funds not less than $US 390,000
        associated with the February 2020 secured debentures.

         

        The Loan Amount shall be due in full on the
        date that is 3 calendar months following the vote of the shareholders of SES in relation to the proposed Reverse Merger transaction,
        whichever is the later.

         

        For the avoidance of doubt, the Loan Amount
        plus Interest remains payable in full by AFE to Lender until such time as the Repayment Amount is paid in full to Lender.

	 	 	 	 	 
	8	 	Security	 	
        In the event that the Reverse Merger transaction
        outlined in Section 3 above does not successfully complete, the Loan Amount will continue to accrue interest until the Loan Amount
        is repaid in full.

         

        AFE acknowledges and understands that should
        the Loan Amount not be repaid by the Sunset Date (as defined in Section 11 below) it will be in default of this agreement.

         

        The Parties shall undertake their commercially
        reasonable efforts to achieve a mutually agreeable settlement should AFE foresee that the Loan Amount cannot be repaid by the Sunset
        Date.

         

        The Lender’s right to collect shall be
        in accordance with prevailing law.

	 	 	 	 	 
	9	 	Interest	 	
        Interest will be charged on the Loan
Amount on a simple interest basis, at the rate of 11.0% per annum, payable in full on the Repayment Date, in conjunction with
repayment of the Loan Amount.

         

        Should
                                         the Loan Amount not be paid in full by the Sunset Date the interest rate shall increase
                                         to the Default Interest rate of 18%.




 






    	 



    	 



    

 


	10	 	Repayment Amount	 	Loan Amount plus Interest and Default Interest, if any.
	 	 	 	 	 
	11	 	Repayment Date	 	
        The earlier of 5 days after completion of the
        Reverse Merger transaction as outlined in Section 3 or the date that is 3 calendar months following the vote of the shareholders
        of SES in relation to the proposed Reverse Merger transaction.

         

        Upon successful completion of the Reverse Merger
        transaction the Loan Amount may be repaid in cash or converted to a shareholder loan from the SES parent company to AFE.

         

        In the event that the Reverse Merger transaction
        outlined in Section 3 above does not successfully complete, the Loan Amount will continue to accrue Interest and Default Interest
        until the Loan Amount is repaid in full.

         

        Final Sunset Date for repayment is the date
        that is 3 calendar months following the vote of the shareholders of SES in relation to the proposed Reverse Merger transaction,
        whichever is the later.

	 	 	 	 	 
	12	 	Notices	 	
        AFE :

         

        Mr Kerry Parker

        Chief Executive Officer

        Australian Future Energy Pty Ltd

        Level 10

        10 Market Street

        Brisbane Qld 4000

        Email : k.parker@ausfutureenergy.com.au

         

        Lender Name :

         

        Mr Robert Rigdon

        President and Chief Executive Officer

        Synthesis Energy Systems

        1 Riverway

        Houston Texas 77056

        United States of America

        Email : robert.rigdon@synthesisenergy.com

	 	 	 	 	 
	13	 	Governing Law	 	This agreement will be governed by the laws of Queensland, Australia as may apply from time to time.
	 	 	 	 	 
	14	 	Binding agreement	 	
        AFE and SES agree that this agreement is legally
        binding.

        



 




    	 



    	 



    

 


Executed As An Agreement :


 


Australian Future Energy Pty Ltd


ABN 56 168 160 067


Level 19


10 Eagle Street


Brisbane Qld 4000


 


	 	 	 
	Edek Choros	 	Kerry Parker
	Director	 	Company Secretary
	Date __________________	 	Date __________________


 


Synthesis Energy Systems, Inc


1 Riverway


Suite 1700


Houston Texas 77056


United States of America


 


	 	 	 
	Robert
    W. Rigdon	 	 
	President
    and Chief Executive Officer	 	 
	Synthesis
    Energy Systems, Inc	 	 
	Date
    __________________