Common use of Post Closing Agreements Clause in Contracts

Post Closing Agreements. (a) Hongye understands, acknowledges and agrees with SES as follows: (i) except as required by law and described in this Agreement, the purchase of the Shares is irrevocable, (ii) the offering of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by Hongye herein; and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Shares. (b) Hongye understands, acknowledges and agrees that, as a result of the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye with respect thereto. (c) Hongye shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date. (d) For so long as Hongye owns or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye shall, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e), or make any investment in any other person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SES. (g) After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less favorable than it has offered to a third party under the same conditions. (i) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (j) After the Closing Date, Hongye may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this.

Post Closing Agreements. (a) Hongye understandsThe Parties acknowledge that Buyer (and, acknowledges if applicable, Buyer Designee) may not have all required Permits to take title to all of the Acquired Assets at the Closing and agrees thereafter operate all aspects of the Business. The Sellers agree to cooperate with SES as follows: Buyer in timely obtaining such Permits, and further agree (i) except as required by law and described in this Agreement, the purchase to hold such of the Shares Acquired Assets that cannot be transferred at the Closing in a constructive trust for the benefit of Buyer (or, if applicable, Buyer Designee) until such transfer is irrevocable, permissible and (ii) the offering to operate such aspects of the Shares Business as may not be operated by Buyer (or, if applicable, Buyer Designee) after the Closing for the benefit of Buyer (or, if applicable, Buyer Designee) until such operation by Buyer (or, if applicable, Buyer Designee) is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by Hongye herein; and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Sharespermissible. (b) Hongye understands, acknowledges and agrees that, as a result Notwithstanding the foregoing: (i) In the event that the Sellers retain any Acquired Assets or operate any aspects of the acquisition Business for Buyer’s (or, if applicable, Buyer Designee’s) benefit after the Closing, the Parties agree that Buyer (or, if applicable, Buyer Designee) shall be treated for all Tax purposes as owning such Acquired Assets and operating such aspects of the Shares, it Business after the Closing; (ii) the Sellers and Holder shall not be required to file incur any costs or expenses or to expend any sums in connection with the SEC a Schedule 13D operation of the Business after the Closing, unless such sums are advanced to Sellers or Holder, as appropriate, by Buyer (Information to Be Included or, if applicable, Buyer Designee); and (iii) Buyer Promptly shall pay all costs and expenses in Statements Filed Pursuant to Rule 13d-1(a) connection with the operation of the Business, and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) shall indemnify, defend and a Form 3 (Initial Statement save harmless the Sellers from and against any and all liability, of Beneficial Ownership every kind and nature in connection with the operation of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary the Business by the Sellers after they are filed and SES shall have no liability or obligation to Hongye with respect theretothe Closing. (c) Hongye shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date. (dSection 6.19(b) For so long as Hongye owns or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye shall, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e), or make any investment in any other person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SES. (g) After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which hereof shall not be less favorable than it has offered deemed to a third party under limit the same conditionsrepresentations, warranties, covenants and indemnification obligations of the Buyer, Sellers and Holder contained elsewhere in this Agreement. If the failure to obtain any Permit due to an act or omission by the Sellers or Holder results in liability or damages to Buyer, this Section 6.19 does not preclude indemnification of Buyer by the Sellers and Holder for such liability. (i) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (j) After the Closing Date, Hongye may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this.

Post Closing Agreements. (a) Hongye The Batchfire Shareholder understands, acknowledges and agrees with SES as follows: : (i) except as required by law and described in this Agreement, the purchase exchange of the Batchfire Shares for shares of Common Stock is irrevocable, (ii) the offering of the Shares Common Stock by SES is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(24(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the representations, warranties and statements made by Hongye the Batchfire Shareholder herein; and (iii) there can be no assurance that Hongye the Batchfire Shareholder will be able to sell or dispose of the Sharesits shares of Common Stock. (b) Hongye The shares of Common Stock are intended to be registered through the filing by SES of a Registration Statement on Form S-4 under the Securities Act as contemplated by the Merger Agreement, or in the alternative through the filing of a separate registration statement with the SEC in connection therewith, either of which will in part be dependent upon the truth, completeness and accuracy of the representations, warranties and statements made by Batchfire Shareholder herein or otherwise provided by the Batchfire Shareholder for use therein. (c) The Batchfire Shareholder understands, acknowledges and agrees that, as a result of the acquisition of the Sharesshares of Common Stock, it shall may be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye The Batchfire Shareholder further understands, acknowledges and agrees that it is Hongye’s has the sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye it with respect thereto. (c) Hongye shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date. (d) For so long as Hongye the Batchfire Shareholder owns or controls at least 5% of the total issued and outstanding shares of Common Stock Stock, at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye the Batchfire Shareholder shall, including by executing a written consent or proxy if requested by SES, vote (or cause to be voted) the Shares its shares of Common Stock in favor of each director nominated by the SES board of directors and in favor of any proposal which the SES board of directors recommends to the other stockholders of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e), or make any investment in any other person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SES. (g) After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less favorable than it has offered to a third party under the same conditions. (i) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (j) After the Closing Date, Hongye may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this.

Post Closing Agreements. (a) Hongye Zhongmo understands, acknowledges and agrees with SES as follows: (i) except as required by law and described in this Agreement, the purchase of the Shares is irrevocable, (ii) the offering of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by Hongye Zhongmo herein; and (iii) there can be no assurance that Hongye Zhongmo will be able to sell or dispose of the Shares. (b) Hongye Zhongmo understands, acknowledges and agrees that, as a result of the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye Zhongmo further understands, acknowledges and agrees that it is HongyeZhongmo’s sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye Zhongmo with respect thereto. (c) Hongye Zhongmo shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date. (d) For so long as Hongye Zhongmo owns or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye Zhongmo shall, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version. (e) Until the third anniversary of the Closing Date, neither Hongye Zhongmo nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e7(e), or make any investment in any other person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye Zhongmo and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e7(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SES. (g) After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Zhongmo Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less favorable than it has offered to a third party under the same conditions. (if) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (jg) After the Closing Date, Hongye Zhongmo may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye Zhongmo can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye Zhongmo to effect this.

Post Closing Agreements. After the Closing, the following additional agreements and provisions shall apply and be applicable: (a) Hongye understands, acknowledges and agrees with SES as follows: (i) except as required by law and described in this Agreement, the purchase Immediately following issuance to them of the Shares is irrevocableUn-issued Leases, Sellers shall execute, acknowledge (iiwhere applicable) the offering and deliver to Buyer, or to Buyer’s designee, Assignments of each of the Shares is intended Un-issued Leases in the form attached as Exhibit B transferring 100% of the record title to be exempt the Un-issued Leases from registration under Sellers to Buyer, or to Buyer’s designee, but reserving to Sellers, in the Securities Act by virtue of Section 4(a)(2proportions reflected on attached Exhibit C (i.e., Xxxx - 3.75% ORRI and Donkel - 1.25% ORRI), an overriding royalty equal to five percent (5%) of the Securities Act8/8ths, which is in part dependent upon the truth, completeness overriding royalty shall also apply to all renewals and accuracy extensions of the statements made by Hongye herein; and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Shares.Un-issued Leases (b) Hongye understandsBuyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of this Agreement, acknowledges and agrees that, as a result of including the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye with respect theretotimely pay all rentals thereafter due under such Issued Leases; and shall likewise assume all obligations of Sellers on all Un-issued Leases from and after the date of assignment of said Un-issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all rentals thereafter due under such Un-issued Leases. (c) Hongye Buyer or its designee agrees, at its sole cost and expense, to drill, cause to be drilled, or re-enter and drill, within five (5) years after the issuance by the Alaska Department of Natural Resources of the subject Leases, to completion or abandonment, a test well on each of the subject Leases to a bottomhole depth and location of at least four thousand feet (the “Test Xxxxx”). Should Buyer or its designee fail to timely drill or cause to be drilled a Test Well to completion or abandonment within five (5) years after the issuance of the Leases, Buyer or its designee shall forfeit its interest in each Leases on which a Test Well has not sell, assign or transfer any Sharesbeen drilled, and shall cause the Shares promptly execute and deliver to not be soldSellers, assigned or transferredtheir designee(s), until the twelve month anniversary an assignment of the Closing Dateaforementioned lease free and clear of all liens and encumbrances except the overriding royalties created by this Agreement, such assignment to be on a form reasonably acceptable to Sellers or their designee(s). (d) For so long as Hongye owns Should Buyer or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye shall, including by executing a written consent if requested by SES, vote (or cause its designee elect not to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote with respect to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(iv) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to pay rentals on any of the matters set forth Leases, then Buyer or its designee shall notify Sellers in this Clause 8(e)writing, or make any investment in any other person that engagesby certified mail, or offers or proposes not later than forty-five (45) days prior to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be made by the stockholders of SES. Any person appointed or elected to the SES Board must meet minimum criteria for service on the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Boardrental payment date, and shall follow all applicable policies promptly execute and procedures of SES. (g) After the Closing Datedeliver to Sellers, and as long as Hongye owns or controls more than 9% their designee(s), an assignment of the total issued applicable Lease or Leases free and outstanding shares clear of Common Stockall liens and encumbrances except the overriding royalties created by this Agreement, Hongye shall have the right such assignment to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable a form reasonably acceptable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less favorable than it has offered to a third party under the same conditionsSellers or their designee(s). (i) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (j) After the Closing Date, Hongye may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this.

Post Closing Agreements. The parties agree that from and after the Closing Date the following agreements will take effect: (a) Hongye understandsAll responsibility for termination, acknowledges severance, benefits and agrees questions relating thereto with SES as follows: (i) except as required respect to Seller's employees while they were employed by law and described in this Agreement, Seller will remain the purchase obligation of the Shares is irrevocableSeller, (ii) and the offering of Seller agrees to indemnify and hold the Shares is intended to be exempt Purchaser harmless from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Actand against all loss, which is in part dependent upon the truthcost, completeness damages, claims and accuracy of the statements made by Hongye herein; and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Shares. (b) Hongye understands, acknowledges and agrees that, as a result of the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye liabilities with respect thereto. (b) All debts, obligations and liabilities of the Seller (including those purchase contracts and supply orders, if any, which Purchaser elects not to assume pursuant to Sect on 1.3 hereof, but excluding the Assumed Obligations) shall not be assumed by the Purchaser hereunder and shall remain the full responsibility and liability of the Seller. The Seller agrees, without limitation of the foregoing, to make payment in full to all of its suppliers and sales representatives as to debts, obligations and liabilities of the Seller owed to them with respect to products or services rendered in connection with the Padlock Product Line within thirty (30) days after the Closing. The Seller hereby agrees to indemnify and hold the Purchaser harmless from and against any and all debts, obligations and liabilities of the Seller. For purposes of this Agreement, "debts, obligations and liabilities" of the Seller shall not include debts, obligations or liabilities of third parties which in any way predate February 26, 1994. (c) Hongye shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary All liabilities of the Closing DateSeller assumed by the Purchaser herein shall become and all liabilities of the Purchaser shall remain the full responsibility and liability of the Purchaser. The Purchaser hereby agrees to indemnify and hold the Seller harmless from and against any and all debts, obligations and liabilities of the Seller assumed by the Purchaser herein and all liabilities of the Purchaser. (d) For so long as Hongye owns Seller will pay, perform, discharge and satisfy any product warranty claims or controls at least 5% of demands for products manufactured or sold by it or for its account prior to the total issued Closing, and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a votethe Seller will indemnify and hold the Purchaser harmless from and against all loss, consent or other approval (including by written consent) is soughtcost, Hongye shalldamages, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES claims and Hongye Execution Version (e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securities (or any other beneficial ownership thereof) or assets of SES or any of its subsidiaries (provided that the foregoing shall not apply to any acquisition of securities under the terms hereof); (B) any merger or other business combination or tender or exchange offer involving SES or any of its subsidiaries; or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote liabilities with respect thereto. If Seller requires replacement padlocks to any voting securities of SES, or any communication exempted from the definition of “solicitation” by Rule 14a-1(l)(2)(ivsatisfy its obligations under this Subsection (d) under the Exchange Act); (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to SES; (iii) have any discussions or enter into any arrangements, understandings or agreements (oral or written) with, or advise, finance, assist or actively encourage, any third party with respect to any of the matters set forth in this Clause 8(e), or make any investment in any other person that engages, or offers or proposes to engage, in any of such matters; (iv) take any action which might cause or require SES, Hongye and/or their affiliates to make a public announcement regarding any of the types of matters set forth in this Clause 8(e); or (v) disclose any intention, plan or arrangement relating to any of the foregoing. (f) After the Closing Date, so long as Hongye owns or controls 9% or more of the total issued and outstanding shares of Common Stock, SES agrees to increase the number of the seats on the SES Board by two (2) and the SES Board agrees to appoint two (2) individuals identified by Hongye for service as directors on the SES Board (one of whom shall serve as the vice chairman of the SES Board) and to annually nominate such individuals for continued service on the SES Board; provided, however, that if Hongye owns or controls less than 9%, but owns or controls 5% or more, of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board agrees to appoint one (1) individual identified by Hongye for service as director on SES Board and to annually nominate such individual for continued service on the SES Board, while if Hongye owns or controls less than 5% of the total issued and outstanding shares of Common Stock at any point after the Closing Date, the SES Board shall have no further obligation to appoint or nominate any individual identified by Hongye for service as a director. After appointment to the SES Board, election of such individuals identified by Hongye shall be are made by the stockholders of SES. Any person appointed Purchaser (or elected in its inventory), then Purchaser agrees to sell such padlocks to the SES Board must meet minimum criteria for service on Seller at the SES Board under applicable SES guidelines, U.S. securities laws and the rules and regulations of the NASDAQ, as determined in the reasonable discretion of the SES Board, and shall follow all applicable policies and procedures of SESPurchasers actual cost plus ten percent (10%). (g) After the Closing Date, and as long as Hongye owns or controls more than 9% of the total issued and outstanding shares of Common Stock, Hongye shall have the right to appoint (i) one (1) Vice President in the China business of SES and (ii) one (1) Deputy Financial Director in the China business of SES. Such Vice President shall report to the China Managing Director of SES and shall assist the China Managing Director in identifying project opportunities, initiating projects, managing projects and assets or perform other roles assigned by the China Managing Director. Such Deputy Financial Director shall report to the China Financial Director of SES. Such Vice President and Deputy Financial Director shall follow all applicable policies and procedures of SES. The qualifications and terms and conditions of employment for such Vice President and Deputy Financial Director shall be determined by the China Managing Director of SES. For avoidance of doubt, the terms and conditions of employments for such Vice President and Deputy Financial Director, including the stock option plan and other incentives, shall be on the same terms and conditions of employment applicable to the employees of SES China who have a similar level of position. Share Purchase Agreement between SES and Hongye Execution Version (h) After the Closing Date, if any coal and chemical project in which Hongye is invested desires to use the U-GAS® technology of SES, SES may grant to Hongye a non-exclusive right of use of such U-GAS® technology for that project on the then prevailing commercial terms, which shall not be less favorable than it has offered to a third party under the same conditions. (i) The proceeds received by SES arising from this purchase of Shares, after netting off all direct costs and expenses, shall be fully applied to the operations and projects of SES in China and shall be deposited into a bank account in China (including Hong Kong) under the management of SES China within six (6) months after Closing. (j) After the Closing Date, Hongye may, if practicable, process the application for outbound investment and acquire the Shares from the QDII in accordance with the PRC laws to the effect that Hongye can hold the Shares in SES directly and SES shall give reasonable assistance to Hongye to effect this.