Synthesis Energy Systems, Inc. (NASDAQ:SYMX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

AFE Master Technology Agreement

On May 10, 2017, SEST Australia Pty Ltd (SESTA), an indirect
wholly owned subsidiary of Synthesis Energy Systems, Inc.
(theCompany), entered into a Master Technology Agreement (the
MTA) with Australian Future Energy Pty Ltd (AFE). AFE is a an
Australian business platform between the Company and Ambre
Investments Pty Limited established for the purpose of
developing, building and owning equity interests in chemical and
energy manufacturing facilities in Australia utilizing resources
such as waste coals, renewable biomass and municipal wastes. to
the MTA, SESTA has conveyed certain access rights to the Companys
gasification technology in Australia focusing on promotion and
use of the Companys technology in projects.

to the MTA, AFE is the exclusive operational entity for business
relating to the Companys technology in Australia. AFE will work
with SESTA on project license agreements for the Companys
technology as projects are developed in Australia. In return for
its work, AFE will receive a share of any license fee received by
SESTA for a project licensee. The obligation to pay these fees to
AFE is guaranteed by the Company.

If AFE makes, whether patentable or not, improvements relating to
the Companys technology, they grant to SESTA and its affiliates,
including the Company, an irrevocable royalty free right to use
or license such improvements and agrees to make such improvements
available free of charge. Any breach of or default under the MTA
which is not cured on notice entitles the non-breaching party to
terminate. Termination also may occur if AFE is wound up or
certain key performance milestones are not achieved by AFE. Each
party also is obligated to indemnify the other for their failure
to comply with the terms of the MTA.

The foregoing description is qualified in its entirety by
reference to the full text of the MTA which is filed with this
Current Report on Form 8-K as Exhibit 10.1.

AFE Technology Licensing Agreement

On May 10, 2017, SEST entered into a technology license agreement
with AFE (the License) in connection with a project being
developed by AFE in Queensland, Australia. Upon the formation of
the project company, AFE will novate the License to that company
and that company will assume all of the obligations of AFE
thereunder. to the License, SESTA grants a non-exclusive,
non-transferable license to use its technology at the project to
manufacture syngas and use the technology in the design of the
facility. In consideration, SESTA will receive a license fee of
$25,000,000 based on the plant capacity and a separate fee of
$2,000,000 in connection with the process design package. If AFE
makes, whether patentable or not, improvements relating to the
Companys technology, they grant to SESTA and its affiliates,
including the Company, an irrevocable royalty free right to use
or license such improvements and agrees to make such improvements
available free of charge.

AFE provides indemnity to SESTA for damages resulting from the
use of the technology in a manner other than as contemplated by
the License, while SESTA indemnifies AFE to the extent that the
intellectual property associated with the technology is found to
infringe on the rights of a third party. Either party may
terminate the License in connection with a material breach by the
other party or the other partys bankruptcy. AFE may also
terminate if SESTA fails to diligently commence the process
design package as contemplated by the License. The Company also
provides a guarantee of all obligations of SESTA under the
License.

The foregoing description is qualified in its entirety by
reference to the full text of the License which is filed with
this Current Report on Form 8-K as Exhibit 10.2.

AFE Services Agreement

In connection with the entry into the MTA and the License, on May
10, 2017, SESTA entered into a Services Agreement with AFE, to
which SESTA will provide certain engineering, technical and other
services to AFE with respect to the Companys technology. SESTA
will receive $50,000 per month for the services with an hourly
rate of $125 per hour, provided that if the aggregate fees in a
month are less than $50,000, the balance will carry over into the
following month, and if the aggregate fees in a month exceed
$50,000, AFE shall pay the difference to SESTA. The Services
Agreement includes standard provisions regarding confidentiality
and indemnification. Either party may terminate the Services
Agreement at any time on 30 days notice.

The foregoing description is qualified in its entirety by
reference to the full text of the Services Agreement which is
filed with this Current Report on Form 8-K as Exhibit 10.3.

Hiscocks Employment Letter

The description of the Hiscocks Employment Letter is incorporated
by reference from Item 5.02 below into this Item 1.01.

As described below under Item 5.02, the employment letter of
Scott Davis with the Company dated as of April 19, 2016, as
amended on October 14, 2016, was terminated in connection his
resignation as Chief Accounting Officer of the Company.

In accordance with General Instruction B.2. of Form 8-K, the
information presented under this Item 2.02 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in
such a filing.

On May 11, 2017, the Company issued an earnings release
announcing the financial results for its fiscal third quarter
ended March 31, 2017. A copy of the press release is furnished
herewith as Exhibit 99.1.

On May 5, 2017, the board of directors (the Board) of the Company
appointed David Hiscocks as the Corporate Controller of the
Company and Corporate Secretary. In addition, Scott Davis, the
Companys Chief Accounting Officer and principal financial officer
and principal accounting officer and Corporate Secretary, will
resign from the Company as of May 22, 2017. After Mr. Daviss
departure, DeLome Fair, the Companys President and Chief
Executive Officer, will also assume the role of principal
financial officer and Mr. Hiscocks will assume the role of
principal accounting officer.

Prior to working for the Company, Mr. Hiscocks worked for Noble
Corporation most recently serving as the Regional
Controller-Eastern Hemisphere for the Company. His career at
Noble lasted nearly four years with increasing levels of
responsibility. Prior to Noble, Mr. Hiscocks spent 19 years with
Transocean, and prior merged companies, including Santa Fe
International Corporation and GlobalSantaFe Corporation in
various accounting and financial roles in Malaysia, Vietnam,
Canada, Angola and the United States. Mr. Hiscocks holds a B.A.
in Accounting from University of Northern Iowa. Mr. Hiscocks is a
certified public accountant in the State of Texas.

In connection with his appointment as Corporate Controller, Mr.
Hiscocks entered into an employment letter with the Company (the
Hiscocks Employment Letter). Under the letter, he is entitled to
receive an annual base salary of $150,000 and a performance bonus
targeted in the discretion of the Compensation Committee of the
Board. Mr. Hiscocks salary is subject to increase in the
discretion of the Board. In connection with his appointment, Mr.
Hiscocks also received a stock option grant to acquire shares of
the Companys common stock with an aggregate value of $30,000,
vesting in four equal annual installments with the first vesting
occurring on the first anniversary of the date of the letter. The
letter also includes non-competition, non-solicitation and
confidentiality covenants on Mr. Hiscocks. In connection with his
appointment as Corporate Controller and principal accounting
officer, Mr. Hiscocks also entered into the Companys standard
form of indemnification agreement for directors and executive
officers.

The foregoing description of the Hiscocks Employment Letter is
qualified in its entirety by reference to the full text of the
Hiscocks Employment Letter which is filed with this Current
Report on Form 8-K as Exhibit 10.4.

On May 11, 2017, the Company issued a press release announcing
the entry into the License. A copy of the press release is filed
herewith as Exhibit 99.2.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

Exhibit Index

About Synthesis Energy Systems, Inc. (NASDAQ:SYMX)

Synthesis Energy Systems, Inc. is a clean energy company that develops, builds and owns clean energy projects. The Company owns gasification technology, which it utilizes to provide technology licenses and equipment to customers in the energy and chemical industries. The Company operates through segments, including SES China, Technology Licensing and Related Services, and Corporate. The SES China segment includes all of the assets and operations and related administrative costs for China, including initial closing costs relating to its joint ventures. The Technology Licensing and Related Services segment includes all of the Company’s operating activities outside of China. The Corporate segment includes the executive and administrative expenses of the corporate office in Houston. The Company offers U-GAS fluidized bed gasification technology, which is known as Synthesis Energy Systems Gasification Technology (SGT).

Synthesis Energy Systems, Inc. (NASDAQ:SYMX) Recent Trading Information

Synthesis Energy Systems, Inc. (NASDAQ:SYMX) closed its last trading session up +0.09 at 1.02 with 78,810 shares trading hands.