SERIES A COMMON STOCK PURCHASE WARRANT SYNTHESIS ENERGY SYSTEMS, INC.Synthesis Energy Systems Inc • October 11th, 2019 • Miscellaneous products of petroleum & coal
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Synthesis Energy Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • October 11th, 2019 • Synthesis Energy Systems Inc • Miscellaneous products of petroleum & coal • Delaware
THIS MANAGEMENT CONSULTING AGREEMENT is made this 10th day of October, 2019 (the “Effective Date”), by and between Market Development Consulting Group, Inc. d/b/a MDC Group (“Consultant”), a Wisconsin corporation with mailing address 7845 N. Links Circle, Fox Point, Wisconsin 53217, and Synthesis Energy Systems, Inc., (“Company”), a Delaware corporation with principal executive offices located at One Riverway, Suite 1700, Houston, Texas, 77056.
AGREEMENT AND PLAN OF MERGER dated as of October 10, 2019 by and among SYNTHESIS ENERGY SYSTEMS, INC., SES MERGER SUB, INC. and AUSTRALIAN FUTURE ENERGY PTY LTDAgreement and Plan of Merger • October 11th, 2019 • Synthesis Energy Systems Inc • Miscellaneous products of petroleum & coal • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into as of October 10, 2019, by and among SYNTHESIS ENERGY SYSTEMS, INC., a Delaware corporation (“SES”), SES MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of SES (“Merger Subsidiary”), and AUSTRALIAN FUTURE ENERGY PTY LTD, an Australian proprietary limited company (the “Company”). Terms with their initial letter capitalized have the meaning assigned herein as provided in Section 8.14 below.
ContractSynthesis Energy Systems Inc • October 11th, 2019 • Miscellaneous products of petroleum & coal
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
