NONSTATUTORY STOCK OPTION AGREEMENT SYNTHESIS ENERGY SYSTEMS, INC. 2005 INCENTIVE PLANNonstatutory Stock Option Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Nevada
This Stock Option Agreement (the “Agreement”), is effective ___between Synthesis Energy Systems, Inc., a Delaware corporation (the “Company”), and ___(the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on the 30th day of May, 2006 (the “Effective Date”) by and between Synthesis Energy Systems, Inc., a Delaware corporation (the “Corporation”), and Timothy E. Vail, an individual residing at 5106 Doliver, Houston, Texas 77056 (the “Executive”) under the following terms and conditions:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG TAMBORINE HOLDINGS, INC., SES ACQUISITION CORPORATION SYNTHESIS ENERGY HOLDINGS, INC. AND THE SHAREHOLDERS OF SYNTHESIS ENERGY HOLDINGS, INC. APRIL 4, 2005Agreement and Plan of Merger • January 31st, 2007 • Synthesis Energy Systems Inc • Florida
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into on this 4th day of April 2005 (this “Agreement”), by and among Tamborine Holdings, Inc., a Mississippi corporation (the “Purchaser”), SES Acquisition Corporation, a Florida corporation and wholly owned Subsidiary of the Purchaser (“Acquisition”), Synthesis Energy Holdings, Inc., a Florida corporation (the “Corporation”), and the shareholders of the Corporation who are listed on the signature pages hereto, which represents all of the shareholders of the Corporation (collectively, the “Sellers”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11.3 hereof.
Amended and Restated License AgreementLicense Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Illinois
This Amended and Restated License Agreement (the “Agreement”) is made and entered into this 31ST day of August, 2006 by and between Synthesis Energy Systems, Inc., a Delaware corporation having its principal place of business at 6330 West Loop South, Suite 300, Houston, Texas 77401 and a representative office at 680 Zhao Jia Bang Road, Unit 916 Jin Zhong Building, Shanghai, 200031 P.R. China (hereinafter referred to as “SES”) and Gas Technology Institute, an Illinois non-profit corporation having its principal place of business at 1700 South Mount Prospect Road, Des Plaines, Illinois 60018 (hereinafter referred to as “GTI”).
Contract for Synthesis Gas Purchase and Sales By and Between SHANDONG HAI HUA COAL & CHEMICAL COMPANY LTD AND SYNTHESIS ENERGY SYSTEMS (ZAOZHUANG) NEW GAS COMPANY LTDSynthesis Energy Systems Inc • January 31st, 2007
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2007 • Synthesis Energy Systems Inc
This Amendment to Employment Agreement (the “Agreement”) is entered into by and between Synthesis Energy Systems, Inc., a Delaware corporation (the “Corporation”), and Timothy E. Vail, an individual residing at 5106 Doliver, Houston, Texas 77056 (the “Executive”), November 15, 2006, effective for all purposes the 30th day of May, 2006 (“the Effective date”).
AMENDED AND RESTATED COMMITMENT AGREEMENTCommitment Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Texas
This Amended and Restated Commitment Agreement (the “Agreement”) is made and entered into on this 30th day of November, 2006 between Union Charter Capital VII, Inc., their nominees or assigns (the “Investor”) and Synthesis Energy Systems, Inc., a Delaware corporation (the “Corporation”).
First Amendment to the Amended and Restated Agreement and Plan of MergerAgreement and Plan of Merger • January 31st, 2007 • Synthesis Energy Systems Inc
This First Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made effective as of December 29, 2006 by and among Synthesis Energy Systems, Inc., a Delaware corporation (“SES”) f/k/a Tamborine Holdings, Inc., a Mississippi corporation (“Tamborine”), SES Acquisition Corporation, a Florida corporation (“Acquisition”), Synthesis Energy Holdings, Inc., a Florida corporation (“Synthesis Florida”), and the shareholders of Synthesis Florida listed on the signature page hereto (the “Shareholders”).
Cooperative Joint Venture Contract of SES (Zaozhuang) New Gas Company Ltd between Shandong Hai Hua Coal & Chemical Company Ltd and Synthesis Energy Systems Investments, Inc.Synthesis Energy Systems Inc • January 31st, 2007
The JV Company seeks, in the spirit of economic cooperation and technological exchange, to rely on the industry and market advantages in Zaozhuang City, Shandong Province and the amiable investment environment and favourable investment policy in Xue Cheng Industrial Development Zone, and to benefit from favorable policies on comprehensive utilization of resources, gangue, and the development of clean coal technologies, all of which are highly encouraged by the Chinese government. The JV Company’s plant will use advanced equipment, technology and management systems to produce synthesis gas and steam in an economical and environemtally friendly manner. The JV Company seeks satisfactory economic returns through quality and price competitiveness.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Delaware
This Consulting Services Agreement (this “Agreement”) is made and entered into and effective as of the 30th day of May, 2006, by and between Lorenzo Lamadrid (“Consultant”) and Synthesis Energy Systems, Inc. (“SES”), a Delaware corporation.
AMENDMENT TO Cooperative Joint Venture Contract and Articles of Association of SES (Zaozhuang) New Gas Company Ltd between Shandong Hai Hua Coal & Chemical Company Ltd and Synthesis Energy Systems Investments, Inc.Synthesis Energy Systems Inc • January 31st, 2007
Amendment to Cooperative Joint Venture Contract and Articles of Association of SES (Zaozhuang) New Gas Company Ltd (the “JV Company”) between Shandong Hai Hua Coal & Chemical Company Ltd (“Hai Hua”) and Synthesis Energy Systems Investments, Inc. (“SES”)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2007 • Synthesis Energy Systems Inc • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on July 14, 2006 (“the Commencement Date”) by and between Synthesis Energy Systems, Inc., a BVI corporation (the “Corporation” which a 100% owned subsidiary of Synthesis Energy Systems, Inc., a Delaware corporation “SES”), and Donald P. Bunnell, an individual residing at 317 Fuxing Xi Lu, House #2, Post Code: 200031, Shanghai, China (the “Executive”) under the terms and conditions set forth in this Agreement. This Agreement supersedes and replaces in its entirety that certain Employment Agreement dated April 18, 2005 by and between SES’s predecessor, Tamborine Holdings, Inc., a Mississippi corporation, and the Executive.
