Shareholders Agreement (Purchase this doc, Text: 08118887270 (Whatsapp))

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SHAREHOLDERS AGREEMENT
This Shareholders Agreement (hereinafter referred to as the “Agreement”) is made on this day .........,
.......... of ......... 20_,_,by and between:
1. ______________________ Ltd., a company duly established and existing under the laws of
Singapore, having its address at ................................................................. (hereinafter referred to as
the “AR”);
2. ______________________ Ltd., a company duly established and existing under the laws of
Singapore, having its address at ................................................................ (hereinafter referred to as
the “PAR”); and
3. ______________________ Inc., a company duly established and existing under the laws of British
Virgin Island, having its address at ............................................................. (hereinafter referred to as
the “MAR”).
AR, PAR and MAR are collectively hereinafter referred to as the “Parties” and severally as the “Party”.
WITNESSETH
(A) Whereas, AR and MAR have signed Conditional Sale and Purchase Agreement dated
.......................... (hereinafter referred to as the “CSPA Agreement 1”) that eventually will make
AR as the legal and beneficial owner of ......... (..............................) shares, which represent .........%
(....................... percent) of the total issued and paid up capital of the PT. ________________, a
limited liability company duly established and existing under the laws of the Republic of Indonesia,
having its address at ........................................................, ................. (hereinafter referred to as the
“Company”), after the completion of the transaction as stipulated in CSPA Agreement 1, with the
following terms:
1) After 1st
Completion of the transaction, AR will have ......... (.......................................) shares
which represent ...........% (............................................. five percent) of the total issued and
paid up capital of the Company; and
2) After 2nd
Completion of the transaction, AR will have .......... (...............................................)
shares which represent ...........% (.............................................. percent) of the total issued and
paid up capital of the Company.
(B) Whereas, PAR and MAR have signed Conditional Sale and Purchase Agreement dated
......................... (hereinafter referred to as the “CSPA Agreement 2”) that eventually will make
PAR as the legal and beneficial owner of ......... (...............................................) shares, which
represent .......... % (..................................... five percent) of the total issued and paid up capital of
the Company, after the completion of the transaction as stipulated in CSPA Agreement 2, with the
following terms:
1) After 1st
Completion of the transaction, PAR will have ........... (.............................................)
shares which represent .......% (........................................... percent) of the total issued and paid
up capital of the Company; and
2) After 2nd
Completion of the transaction, PAR will have 2......... (.............................................)
shares which represent ........% (.............................................. percent) of the total issued and
paid up capital of the Company.
(C) Whereas, as of the signing date of this Agreement, the Parties are the shareholders of the Company,
with the capital structure and shareholders composition as follow:

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Capital Structure of the Company
Capital Nominal Value (Rp) Shares
Authorized Capital ................................. ............
Issued & Paid Up Capital .................................
Shareholders Composition of the Company
Shareholders Nominal Value (Rp) Shares %
______________________ Ltd. ................................. ............ ............
______________________ Ltd. ................................. ............ ............
______________________ Inc. ................................. ............ ............
(D) Whereas, the Company is the legal and beneficial owner of 80% (eighty percent) shares of each of
the following companies:
1) PT. ___________________, a limited liability company duly established and existing under
the laws of the Republic of Indonesia, having its address at .............................. (“PT. ABC”);
the laws of the Republic of Indonesia, having its address at .............................. (“PT. DEF”);
the laws of the Republic of Indonesia, having its address at ........................ (“PT. GHI”); and
the laws of the Republic of Indonesia, having its address at ................................ (“PT. JKL”)
(PT. ABC, PT. DEF, PT. GHI and PT. JKL are collectively hereinafter referred to as the
“Operating Companies”)
(E) Whereas, the Parties wish to align their respective capabilities to promote the most efficient
operational and commercial solutions and/or associated benefits from a long term contractual
relationship, providing economic value of scope and scale which shall deliver reasonable profits to
the Parties and the Company.
(F) The Parties have agreed to enter into this Agreement in order to regulate their relationship, as the
shareholders of the Company, in the conduct of the operations, business and/or affairs of the
Company.
(G) The Parties have agreed that, even though the date of this Agreement MAR is the majority
shareholder, the parties shall compose the Board of 5(five) directors, 2(two)of them appointed by
AR, 2(two) of them appointed by PAR and 1(one)of them appointed by MAR.
(H) The Parties have agreed that after 2nd
Completion of the transaction AR and PAR shall compose the
Board of 5(five) directors, 3(three) of them appointed by AR and 2(two) of them appointed by
PAR.
NOWIT IS HEREBYAGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions:
In this Agreement,except where the context otherwise requires:-
“Affiliates” means, in relation to any company, a company which is for the time being a

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holding company of such company, or a Subsidiary of such company or of any such holding
company;
“Annual Business Plan” means the plan prepared by the Company, setting out, inter alia,
the annual forecast of the Business, the operating and strategic plans, the investment plans,
the Budget and/or financial projections of the Company in the coming year, such plan to be
submitted to the Board and Board of Commissioners for approval;
“Available Profits in Respect of Each Financial Year” means any and all surplus cash
flow of the Company, excluding capital expenditure, debt repayments, any other expenditure
and amount which are approved by all the Shareholders, any mandatory reserves and any
other deductions (including reserves for contingent of unforeseen matters.
“Board” means the board of directors of the Company;
“Board ofCommissioners” means the board of commissioners of the Company;
“Budget” means the annual and/or supplementary budgets of the Company, including
without limitation, its capital expenditure budget, operating budget, investment budget,
manpower establishment budget, cash flow forecasts, profit and loss forecasts and balance
sheets;
“Business” shallhave the meaning ascribed to it in Clause 3 herein;
“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks
in Singapore and Indonesia are generally open for business;
“Commissioner” means a Commissioner of the Company and, where applicable, its duly
appointed authorized representative;
“Constitutional Documents” means the constitutional documents of the Company for the
time being in force, including without limitation, the Articles of Association of the
Company, as the same may be amended at any time and from time to time;
“Deed of Ratification and Accession” means the deed to be executed by a purchaser or
Transferee of Share in the capital of the Company under which he agrees to be bound by, and
shall be entitled to the benefit of, this Agreement, as if an original party hereto in place of the
transferring Shareholder;
“Directors” means the directors of the Company and, where applicable, their respective duly
appointed authorized representatives;
"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, third party right or interest, other encumbrance or security
interest of any kind, or another type of agreement or arrangement having similar effect;
“GMS” means general meeting of Shareholders whether in the form of annual meeting of
shareholders or extraordinary general meeting of shareholders.
“Limited Liability Company Law” means Law No. 40 of 2007 concerning Limited
Liability Company and any of its changes and/or amendments from time to time.

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"Material Contract" means agreements or binding commitments in respect of a particular
purpose or purposes materially similar to that purpose(s) or relating to the same or similar
subject matter or project involving in aggregate, consideration, expenditure or liabilities in
excess of US$ .......... (.................................. United States of America Dollars);
“Relevant Price” means, in relation to any Share, a price in Rupiah or United States of
America Dollars which represents the fair value thereof, having regard to such value as a
going concern of the Company’s business and/or net assets, and on the basis of an arm’s
length transaction, as between a willing seller and a willing buyer but disregarding:
(i) any transfer restriction relating to such Share under this Agreement or in the
Constitutional Documents; and
(ii) the fact that such Share represents a majority or minority (whatever the case may be)
number of the issued Shares and having the right to attend and vote at general
meetings of the Company,
such price to be determined by the firms of accountants (“determining accountants”),
acting as experts and not as arbitrators, and whose determination shall, in the absence of
manifest error, be conclusive and binding upon the Parties, such identities of the determining
accountants to be agreed between the relevant transferor and transferee of the relevant Shares
or (failing agreement within fourteen (14) days after the date of the notice given pursuant to
Clause 12 herein) appointed by the Board;
“Reserved Matter” means each of the matters specified in Clause 6.1 herein;
“Shares” means the shares in the capital of the Company which has been issued and/or will
be issued from time to time;
“Shareholders” means the holders of the Shares issued from time to time, and shall include
their respective nominees;
“Shareholder Proportion” means, in the case of a Shareholder, the fraction of which: (i)
the denominator is the total number of Shares comprised in the issued share capital of the
Company at the relevant time; and (ii) the numerator is the number of such Shares held at
that relevant time by that Shareholder; and
"Subsidiary" means, in relation to any company or corporation, a company or corporation:-
(a) which is controlled, directly or indirectly, by the first mentioned company or
corporation;
(b) which has more than half of its issued share capital beneficially owned, directly or
indirectly, by the first mentioned company or corporation; or
(c) which is a Subsidiary of another Subsidiary of the first mentioned company or
corporation,
and for this purpose, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to direct its affairs and/or control the

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composition of its board of directors or equivalent body and the term of “Subsidiary” shall
including include each of the Operating Companies.
2.2 Interpretation:
In this Agreement:-
(a) The headings herein are inserted for ease of reference only and shall be disregarded
for the purposes of construction.
(b) Clauses shall be deemed to be references to Clauses of this Agreement except where
otherwise specified.
(c) Words importing the singular number may include the plural number, and vice versa.
Words importing one gender may include all genders.
(d) Any legislation, legislative provision or document is a reference to that legislation,
legislative provision or document as amended, replaced or substituted from time to
time, and includes any enactment, provision or document which amends, supplements,
novates or replaces that legislation, legislative provision or document.
(e) Where a word or phrase is defined herein, its other grammatical forms shall have a
corresponding meaning.
(f) No provision herein shall be construed adversely against a person party solely on the
ground that party was responsible for the preparation of this Agreement or that
provision.
(g) Any company and its Affiliates, who are from time to time registered as Shareholders,
shall be treated as one single entity for the purposes of this Agreement.
3. BUSINESS AND MANAGEMENT OF THE COMPANY
3.1 Business ofthe Company
Except as otherwise agreed by the Parties in writing, the scope of the Company’s business
shall include, without limitation, the following:
(a) To carry out the management consulting businesses in the field of mining in
Indonesia.

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(b) any and all other incidental activities/work arising out of or in connection with sub-
Clause 3.1 (a) above, including without limitation to operate management consultant
in the field of business such as the creation of planning and design in the framework of
the development of business management .
3.2 Management ofthe Company
Unless the Parties agree otherwise in writing or save as required by applicable laws, any and
all decisions to be made by or in respect of the Company, including without limitation, the
appointment of officers, managers, shall be duly approved by the Board, or, in the case of
Reserved Matters and any decision that requires the approval of the Shareholders under the
Constitutional Documents or the Indonesian Company Law,by the GMS.
4. OFFTAKE AGREEMENT
4.1 Offtake Right
On or prior to the date of this Agreement , Kores or an Affiliate of Kores shall have an
Offtake Right with the proportion to its Shares in the Company. The offtake agreement will
be on arm’s length terms and for fair market value.
5. BOARD OF DIRECTORS ANDDIRECTORS’ MEETINGS
4.1 Size
Unless the Parties otherwise agreed in writing or sava save as required by applicable laws,
the Board shall consist of 5 (five) Directors, who shall be appointed and may be or removed
in accordance with the Constitutional Documents and/or this Agreement.
4.2 Appointment ofDirectors
AR shall nominate 2 (two) Directors, PAR shall nominate 2 (two) Directors and MAR shall
nominate 1 (one) Director. Each Party shall duly notify the other in writing when its
respective Director has been nominated. The Parties shall procure the appointment of the
nominated Directors by way of a resolution of the Shareholders within 15 (fifteen) Business
Days of the Company receiving the said written nominations. The Parties (together with their
respective appointed Director) shall co-operate with one another by exercising, or refraining
from exercising, any voting rights and/or other powers of control so as to ensure that the
lawful exercise of the aforesaid appointment and/or removal is shall be carried out in full
effect. 1 (one) Director nominated/appointed by AR shall be nominated and appointed as the
President Director by GMS, and the President Director shall preside over the Board Meeting.
4.3 Removal ofDirectors
If a Party ceases to hold any all Shares, it will procure the resignation of all Directors
appointed by it. Without prejudice to the foregoing, if a Party transfers any Share pursuant to
this Agreement, any transferee of such Share shall, where permissible under and subject to
applicable laws and the approval from GMS, acquire the right to appoint Director, and the
number of Directors that the transferor Party is entitled to appoint shall be reduced
accordingly. The transferor Party shall forthwith remove from office, or procure the

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resignation of, a corresponding number of Director(s) appointed by it. Where a Party fails to
remove any Director or procure any Director to resign under this sub-Clause 4.3, such
Director shall be removed by a resolution passed by a GMS, and such Party shall indemnify
the other Party and/or the Company against any claim of whatsoever nature arising out of
such removal.
4.4 Appointment and Removal of Inspector
The Inspector of the Company shall be appointed or removed by the GMS, who is appointed
by the PAR.
4.5 Board Meetings
Meetings of the Board shall be convened and held once every 3 (three) months(quarterly),
such frequency of meetings subject to changes by mutual consent of the Parties from time to
time, subject to a 14 (fourteen) days’ prior written notice (which notice: (i) will be deemed to
have been validly served, if sent by facsimile, at the time of dispatch with full transmission
record; (ii) will be deemed to have been validly served, if sent by electronic mail, upon
issuance of a paper copy of the said electronic mail; and (iii) may be waived and the period
of notice may be shortened by the consent of all Directors) and accompanied by the relevant
Board papers and/or supporting documents, for purposes of reviewing the financial and
business performance of the Company. Unless otherwise agreed between the Parties,
meetings of the Board of the Company shall be held in Jakarta,Indonesia.
4.6 Appointment ofAuthorized Representative
Each Director may shall be represented by its authorized representative, duly appointed by
way of a power of attorney, to attend the Board meetings in case of its being not present.
4.7 Quorum
No business shall be transacted at any meeting of the Board unless a quorum is present at the
commencement of such meeting. The quorum for a meeting of the Board shall be 4(four)
Directors (or their authorized representatives), consisting of 2 (two) Directors nominated by
AR , 1 (one) Director nominated by PAR and 1 (one) Director nominated by MAR. If a
quorum is not present within half an hour from the time stipulated for the Board meeting,
such meeting shall be adjourned to the next Business Day at the same time and place (“First
Adjourned Board Meeting”) and the quorum for the First Adjourned Board Meeting shall
remain the same. If a quorum is not present within half an hour from the time stipulated for
the First Adjourned Board Meeting, such meeting shall stand adjourned and be held on the
next Business Day at the same time and place (“Second Adjourned Board Meeting”) and
the quorum for the Second Adjourned Board Meeting shall also remain the same. If a
quorum is not present within half an hour from the time stipulated for the Second Adjourned
Board Meeting, then the Directors present, subject to a minimum of 3 (three) Directors
consisting of 1 (one) Director nominated by AR, 1 (one) Director nominated by PAR and 1
(one) Director nominated by MAR, shall be the quorum and constitute such meeting.
4.8 Transaction ofBusiness
A resolution of the Board shall be passed by more than the two-thirds majority (more than
66.6% (sixty-six point six percent)) of the Directors present, consisting of 1 (one) Director

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nominated by AR, 1 (one) Director nominated by PAR and 1 (one) Director nominated by
MAR. Each Director (or his/her authorized representative) present shall have one (1) vote. In
the event that such majority of votes is not attained, then such resolution will be referred to
the Board of Commissioners for approval.
4.9 Exercise ofvoting rights
Each Party shall procure that the Director appointed by it will exercise, or refrain from
exercising, any voting right and/or other powers of control to: (i) ensure that the business and
affairs of the Company and its Subsidiary (if any) shall be properly and efficiently managed
and operated in accordance with sound commercial principles and in accordance with all
applicable laws and regulations and consistent with the objective of maximizing profits of
the Company; (ii) ensure that the passing of any resolution necessary for the conduct of
conducting the affairs of the Company shall be done to be in accordance with this
Agreement, and/or otherwise to give given full effect to the provisions of this Agreement;
and (iii) ensure that no resolution, which does not accord with the provisions of this
Agreement, is shall be passed.
4.10 Circular Resolutions
Resolutions of the Board may be passed by circular resolutions duly signed by all of the
members of the Board. Such resolutions may consist of several documents, whether original,
in the form of facsimile and/or the like, each signed by all of the members of the Board.
5. BOARD OF COMMISSIONERS ANDCOMMISSIONERS’ MEETINGS
5.1 Size
Unless otherwise agreed by the Parties, the Board of Commissioners shall consist of 2(two) 3
(three) Commissioners, who shall be appointed and removed in accordance with the
Constitutional Documents and/or this Agreement.
5.2 Appointment ofCommissioners
AR, PAR and MAR shall be entitled to appoint 1 (one) Commissioner to the Board of
Commissioners, and shall provide such nomination in writing to the other Party. The Parties
shall procure the appointment of the nominated Commissioners by way of a resolution of the
Shareholders within 15 (fifteen) Business Days of the Company receiving the said written
nominations. The Parties (together with their respective appointed Commissioners) shall co-
operate with one another by exercising, or refraining from exercising, any voting rights
and/or other powers of control so as to ensure that the lawful exercise of the aforesaid
appointment and/or removal is shall be carried out in full effect. One (1)
nominated/appointed Commissioner which nominated by AR shall be nominated and
appointed as the President Commissioner by the Board.
5.3 Removal ofCommissioners
If a Shareholder ceases to hold any all Shares, it will procure the resignation of the
Commissioner appointed by it. Where a Shareholder fails to remove the Commissioner or
procure the Commissioner to resign under this sub-Clause 5.3, such Commissioner shall be
removed by a resolution passed by a general meeting of the Shareholders, and such

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Shareholder shall indemnify the other Shareholder and/or the Company against any claim of
whatsoever nature arising out of such removal.
5.4. Commissioners’ Meetings
Meetings of the Board of Commissioners shall be convened and held once every 3 (three)
months(quarterly), such frequency of meetings subject to changes by mutual consent of the
Parties from time to time, subject to a 14 (fourteen) days’ prior written notice (which notice:-
(i) will be deemed to have been validly served, if sent by facsimile, at the time of dispatch
with full transmission record; (ii) will be deemed to have been validly served, if sent by
electronic mail, upon issuance of a paper copy of the said electronic mail; and (iii) may be
waived and the period of notice may be shortened by the consent of all Commissioners) and
accompanied by the relevant board papers and/or supporting documents, for purposes of
reviewing the financial and business performance of the Company.
5.5 Appointment ofAuthorized representative
Each Commissioner may shall be represented by its authorized representative, duly
appointed by way of a power of attorney, to attend the Board of Commissioners meetings in
case of its being not present.
5.6 Quorum
No business shall be transacted at any meeting of the Board of Commissioners unless a
quorum is present at the commencement of such meeting. The quorum for a meeting of the
Board of Commissioners shall be 2(two) 3 (three) Commissioners (or their authorized
representatives), consisting of 1 (one) Commissioner nominated by AR, 1 (one)
Commissioner nominated by PAR and 1 (one) Commissioner nominated by GWPC.
5.7 Transaction ofBusiness
(a) A resolution or an approval of the Board of Commissioners shall be passed by the 3
(three) respective Commissioners nominated and appointed by the AR, PAR and
MAR. In the event the said 3 (three) nominated Commissioners cannot reach an
unanimous decision, a Party may, by giving written notice (the “Deadlock Notice”) to
the other Party, declare such matter deadlocked (the “Deadlock Matter”).
(b) In the event of a Deadlock Matter, the Parties shall negotiate in good faith to reach a
joint decision on the Deadlock Matter, within 30 (thirty) days from the date of the
Deadlock Notice.
(c) If the Parties are unable to resolve the Deadlock Matter within the said 30 (thirty)
days’ period, then at the written request of a Party, such dispute shall be, subject to
Clause 7 herein, resolved by the Parties through GMS.
(d) Should any one Party proceed with an unresolved Deadlock Matter, such action by
that Party shall constitute a breach of this Agreement in accordance with Clause 12
herein.
(e) Without prejudice to the generality of the foregoing, each Party hereby undertakes that
it will procure that the Directors and Commissioner appointed by it will not and shall

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not propose any resolution whatsoever altering the Business in breach of Clause 3
herein.
5.8 Exercise ofvoting rights
Each Party shall procure that the Commissioner appointed by it will exercise, or refrain from
exercising, any voting right and/or other powers of control to: (i) ensure that the business and
affairs of the Company and its Subsidiaries (if any) shall be properly and efficiently managed
and operated in accordance with sound commercial principles and in accordance with all
applicable laws and regulations and consistent with the objective of maximizing profits of
the Company; (ii) ensure that the passing of any resolution necessary for the conduct of the
affairs of the Company to be shall be done in accordance with this Agreement, and/or
otherwise to give given full effect to the provisions of this Agreement; and (iii) ensure that
no resolution, which does not accord with the provisions of this Agreement, is shall be
passed.
Resolutions of the Board of Commissioners may be passed by circular resolutions duly
signed by all of the members of the Board of Commissioners. Such resolutions may consist
of several documents, whether original, in the form of facsimile and/or the like, each signed
by each member of the Board of Commissioners.
6. RESERVED MATTERS
6.1 The Parties agree that none of the following matters (each a “Reserved Matter”) in relation
to the Company shall be undertaken without, in addition to the requirements of applicable
laws, the approval of the GMS:
(a) any changes or amendment to the Constitutional Documents of the company;
(b) extending the period of establishment of the Company;
(c) the declaration, recommendation, making and payment of any dividends, other than in
accordance with Article 8;
(d) the variation, creation, increase, re-organization, consolidation, sub-division,
conversion, reduction, redemption, repurchase, re-designation or other alteration of the
authorized and/or issued share capital of the Company or its Subsidiaries, or the
variation, modification, abrogation or grant of any rights attaching to any such share
capital except, in each case, as may be expressly required or permitted by this
Agreement or the Constitutional Documents;
(e) the Company creating, reviewing or extending any borrowing, advance, credit or any
other indebtedness or liability in excess of US$ 300,000 (three hundred thousand
United States Dollars), or the issuance by the Company of any debenture (whether
secured or unsecured);
(f) the creation of any Encumbrance over the Company’s assets;
(g) the giving by the Company or its Subsidiaries of any guarantee or indemnity to or

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becoming surety for any third party, or the making of any loan by the Company or its
Subsidiaries to any third party;
(h) any arrangement for any joint venture, consortium or partnership or for the sale,
transfer or disposal of the whole or more than fifty per cent (50%) of the whole of the
assets and undertaking of the Company or its Subsidiaries, whether in a single
transaction or a series of transactions;
(i) the acquisition by the Company or its Subsidiaries of any part of the issued share
capital or of the assets and undertaking of another company;
(j) the formation or acquisition of any Subsidiary not in existence at the date of this
Agreement;
(k) approval or amendment of the Annual Business Plan or any activity which is outside
the scope of the Annual Business Plan;
(l) any change in the nature of the Business;
(m) the entry into, amendment, variation or termination of any Material Contract by the
Company or its Subsidiaries;
(n) any change in the accounting policies/practice of the Company or its Subsidiaries, or
any change in the Company’s or its Subsidiaries’ auditors or accounting reference
dates; and
(o) the appointment of (any subsequent change in) the auditors of the Company;
(p) the entry into any agreement or binding commitment in relation to any of the Reserved
Matters.
6.2 The Parties shall advise each member of the Board that the Board must seek prior approval
of the GMS for each Reserved Matter, and shall obtain written acknowledgment from the
Board that they will have a copy of the Reserved Matters and will seek approval of the GMS
for each Reserved Matter.
7. GENERAL MEETINGS OF SHAREHOLDERS
7.1 Quorum
Unless a higher number is required by the prevailing laws and regulations, the quorum for
any GMS of the Company shall be 2(two) 3 (three) Shareholders present in person or
represented by their respective appointed authorized representatives, consisting of each one
of AR, PAR and MAR at the commencement of such GMS, and also when any business is
being voted on. If such quorum is not present within half an hour from the time stipulated for
such meeting, such meeting shall stand adjourned to the next Business Day at the same time
and place (“Adjourned GMS”), and the quorum for the Adjourned GMS shall remain the
same. If, at the Adjourned GMS, a quorum is not present within half an hour from the time
stipulated for such meeting, then a third meeting may be held with the quorum to be
determined as per the relevant provisions of the Limited Liability Company Law.

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7.2 Venue
Unless otherwise agreed between the Parties, any and all GMS of the Company shall be held
in Singapore or Jakarta, whichever is the for more convenient forum.
7.3 Notice ofGeneral Meetings
GMS of the Company may shall be convened and held at any time, provided that annual
GMS shall be held by the Company within a maximum period of 6 (six) months after the end
of each fiscal year of the Company and extraordinary GMS shall be held if requested by a
resolution of the Board or by a resolution of the Board of Commissioners or by a written
request by one or more Shareholders altogether representing at least 25% (twenty five
percent) shares which have the voting right in the Company, subject to a fourteen (14) days’
prior written notice (which notice:- (i) will be deemed to have been validly served, if sent by
facsimile, at the time of dispatch with full transmission record; (ii) will be deemed to have
been validly served, if sent by electronic mail, upon issuance of a paper copy of the said
electronic mail; and (iii) may be waived and the period of notice may be shortened by
consent of all Shareholders).
7.4. Procedures ofGeneral Meetings
GMS may shall be conducted by the Shareholders by means of physically physical presence
or by means of telephone or audio-visual conferencing or other methods of simultaneous
communication by electronic, telegraphic or other means by which all persons participating
in the meeting are able to hear and be heard at all times by all other participant without the
need for a Shareholder to be in the physical presence of the other Shareholders, and
participation in the meeting in this manner shall be deemed to constitute presence in person
at such meeting. The Shareholders participating in any such meeting shall be counted in the
quorum for such meeting. All resolutions agreed by the Shareholders in telephone or audio-
visual conferencing meeting shall be deemed to be as effective as a resolution passed at a
meeting in person of the Shareholders duly convened and held, except that any resolution at
a GMS which is not physically-convened shall require unanimous consent from the
Shareholders.
7.5. Transaction ofBusiness
(a) Save as required by applicable laws and/or statutes, resolutions passed at any GMS
shall be decided by more than the two-thirds majority (more than 66.6% (sixty-six
point six percent)) of the total issued and paid up share capital of the Company, in
which each Shareholder of AR and PAR must be included, as at the date of such
meeting.
(b) Each Shareholder hereby undertakes shall undertake that, unless with the prior written
consent of the other Shareholder, it will not propose any resolution at any general
meeting of the Shareholders which has the effect of altering the Business in breach of
Clause 3 herein.
7.6 Exercising ofvoting rights
Each Shareholder will exercise, or refrain from exercising, any voting right and/or other
powers of control to: (i) ensure that the business and affairs of the Company and its

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Subsidiary (if any) shall be properly and efficiently managed and operated in accordance
with sound commercial principles and in accordance with all applicable laws and regulations
and consistent with the objective of maximizing profits of the Company; (ii) ensure that the
passing of any resolution necessary for the conduct of conducting the affairs of the Company
to be shall be done in accordance with this Agreement, and/or otherwise to give given full
effect to the provisions of this Agreement; and (iii) ensure that no resolution, which does not
accord with the provisions of this Agreement, is shall be passed.
Resolutions of the Shareholders may be passed by circular resolutions signed by all
Shareholders. Such resolutions may consist of several documents, whether original, in the
form of facsimile and/or the like, each signed by one or all Shareholders.
8. DIVIDEND POLICY
8.1 Subject to applicable laws and regulations, the Parties hereby agree that dividends shall be
decided by the Board (subject to the Shareholders’ approval at the annual GMS), in line with
the principle that the Available Profits in Respect of Each Financial Year of the Company
shall be applied by the Company in payment of dividends in accordance to the Shareholders’
respective percentage shareholdings in the Company.
8.2 Dividends may shall only be declared and paid out of the profits (if any) and/or retained
earnings (if any) of the Company, and in any event shall not exceed the actual cash held by
the Company at the time of distribution.
9. FURTHER OBLIGATIONS OF THE PARTIES
9.1 Provision ofInformation
The Shareholders along with its nominated/appointed Directors and Commissioners
undertakes to exercise their rights and powers to ensure that the Company shall:
(a) prepare the Annual Business Plan which shall be submitted to all the Directors on or
before the commencement of each financial year;
(b) keep true and accurate books of account and records in accordance with international
accounting standards and practice, and procure that such books and records are audited
by the auditors appointed from time to time as soon as possible after the end of such
financial year;
(c) allow the Parties and/or their authorized representatives the right during normal
business hours, and having given at least 24 hours’ prior written notice to inspect its
books and accounting records and to make extracts and copies there from at their own
expenses;
(d) supply to each of the Parties and/or their Directors at regular intervals management and
financial information, namely, monthly management accounts and reports on the cash
flow (with a comparison of actual income and expenditures against agreed annual
budgets) and on the progress and operations of any project undertaken by the Company;
and

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(e) send to the Parties all business plans and copies of minutes of all meetings of the Board,
Board of Commissioners and of the Shareholders as soon as they have been finalized.
9.2 Spirit
Each of the Parties acknowledges and confirms that this Agreement is entered into between
them and will be performed in a spirit of mutual cooperation, trust and confidence, and that
its intention is that the business, profitability and reputation of the Company shall be
extended and maximized by all reasonable and proper means, and each Party undertakes to
use all reasonable commercial efforts to undertake and develop the Business of the
Company.
9.3 Business Principles
Each Party hereby undertakes with the other Party to exercise its rights and powers to ensure
that the Business is shall be conducted in accordance with sound business principles and
proper ethical standards.
9.4 Inability to Perform
Each Party agrees to keep the other Party promptly informed with regard to any matter which
has, or may have, a material adverse effect on its ability to perform its obligations under this
Agreement.
9.54 Notification of material matters
Each Party shall promptly notify the other Party of any and all matters coming to its notice
which may materially affect the Company and/or any of its assets, or anything which may
affect any of the Party’s abilities to perform any of its obligations under this Agreement or
any applicable laws and regulations, including without limitation, the receipt of any
notification, order, demand and/or other communication from any governmental body or
authority relating to the Company or any of its assets or its Subsidiary including Operating
Companies.
10. AUDITORS; REGISTEREDOFFICE; YEAR END; ACCOUNTS
10.1 Auditors
The auditors of the Company shall be determined by the Board with the prior approval by
GMS (subject to Clause 6 and 7 herein) from time to time. The Auditors of the Company
shall be appointed or removed by the GMS, who is appointed by the PAR.
10.2 Audited Accounts; Year End
The Company shall, unless the Parties otherwise agreed, make up its accounts to 31st
December in each year. The accounts of the Company shall be audited annually. The audited
accounts and the reports of the auditors of the Company thereon shall be made available to
each of the Parties within 7 (seven) days after the issue thereof by such auditors, and in any
event not later than 180 (one hundred and eighty) 45(forty-five) days after the relevant
financial year end.

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10.3 Monthly Management Accounts
The Company shall prepare its management accounts for each month of the year, which shall
be made available to each Party within 1 (one) month from the last day of the relevant
month.
11. TRANSFER AND ALLOTMENT OF SHARES; CREATION OF CHARGES
11.1 Basic restrictions
Subject to the provisions of this Agreement, any transfer and allotment of Shares, and the
creation of charges over Shares, shall be regulated in accordance with the provisions of the
Constitutional Documents.
11.2 Restrictions on Transfer ofShares
(a) Subject to Clause 12 and sub-Clauses 11.3 and 11.4 below, no Shareholder shall sell,
transfer, assign or otherwise dispose of any Share or any legal or beneficial interest in a
Share, save as in compliance with sub-Clause 11.4 below.
(b) No Shareholder shall sale, transfer, assign, convert or otherwise dispose or bind
themselves to sale, transfer, assign or convert or otherwise dispose any Share and/or any
legal and/or beneficial interest in Share to any other third party before all transaction as
stipulated in CSPA Agreement 1 and CSPA Agreement 2 has been completed by the
Parties. Should any one Party breach the provision of this sub-Clause 11.2 (b), such
action by that Party shall constitute a breach of this Agreement in accordance with
Clause 12 herein.
11.3 No Creation ofSecurity Interest or Voting Arrangement
Notwithstanding sub-Clause 11.2 above and the provisions of the Constitutional Documents:
(a) no Shareholder may mortgage or charge or create any security interest in or over any
Share save in connection with obtaining any financing to meet the funding requirements
of the Company approved by the Board and on arm’s length commercial terms; and
(b) no Shareholder may enter into or agree to any agreement or arrangement in respect of
the voting rights attached to its Shares;
unless the other Shareholder gives its prior written approval.
11.4 Pre-emption Rights
(a) No Shareholder shall sell, transfer, assign or otherwise dispose of any Share or any legal
or beneficial interest in a Share without the prior consent of the other Shareholder (such
consent not to be unreasonably withheld). Any of the Shareholders (the “proposer”)
proposing to sell, transfer, assign or otherwise dispose of all or any part of its Shares
(the “Sale Shares”) shall first offer to transfer such Shares to the other Shareholder.
Any Shareholder may transfer the Sale Shares to any person (whether the other
Shareholder or any Affiliate thereof) (such person shall hereinafter be referred to as a

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“purchaser”), provided that the provisions of this Clause 11 are complied with. The
proposer shall specify the number of the Sale Shares to be transferred and the price (the
“prescribed price”) at which the proposer wishes to transfer the Sale Shares, which
shall be payable in cash in Rupiah or United State of America Dollar. If the purchaser
does not agree with the prescribed price, the proposer and the purchaser shall enter into
friendly negotiations to arrive at a mutually agreeable price for the Sale Shares,
provided however, if such agreement cannot be reached after negotiating, either the
proposer or the purchaser may request the determining accountants for a valuation to
determine the Relevant Price of the Sale Shares (all valuation costs are to be borne
jointly by the proposer and the purchaser).
(b) In the event the proposer and the purchaser cannot arrive at mutually agreeable price for
the Sale Shares as stipulated in sub-Clause 11.4 (a) and the purchaser decided not to
purchase the Sale Shares, then the proposer may sell the Sale Shares to any other third
party, provided that the sale price of the Sale Shares that will be offered to such third
party shall not less than the price that has been offered to the purchaser before. Should
the proposer breach the provision of this sub-Clause 11.4 (b), such action by the
proposer shall constitute a breach of this Agreement in accordance with Clause 12
herein.
(c) Any unissued Share or issuance of new or additional Share in the capital of the
Company shall before issue be offered for subscription in the first instance to each of
the Shareholders (or any of its Affiliate thereof) in (as nearly as may be) their respective
shareholding proportion and in accordance with the Constitutional Documents and/or
any applicable laws and regulations.
(d) The Shareholders along with its nominated/appointed Directors and Commissioners
undertakes to exercise its their rights and powers to ensure that the Company shall
thereupon take all necessary action, including convening a GMS to approve the issuance
of any unissued shares or new or additional shares, the transfer, and obtaining approval
of the Capital Investment Coordinating Board (“BKPM”) to such issuance and/or the
transfer, and have the name of the subscriber of the new or additional Share or the
purchaser of the Sale Shares entered into the register of Shareholders of the Company,
as holder of the relevant new or additional Share or the Sale Shares.
11.5 Affiliate Transfers
A Shareholder (the “Transferor”) may transfer any of its Shares to an Affiliate (the
“Transferee”), provided however, that the Transferor shall have first given an undertaking,
in form and substance satisfactory to the Company and the other Shareholder, that it will not
permit the Transferee to cease to be an Affiliate without first causing the Transferee to
transfer the Shares held by it back to the Transferor or to any other Affiliate of the
Transferor.
11.6 Conditions ofTransfer; Deed ofRatification and Accession
In respect of each transfer of Shares made in accordance with the provisions of this
Agreement and the Constitutional Documents, the Shareholders agree to approve, and shall
procure that the Board approves such transfer, which approval shall always be subject to the
transferee of such Shares having first entered into and executes a Deed of Ratification and
Accession, whereupon such transferee agrees to be bound by the terms and conditions of and

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be entitled to the benefit of this Agreement in place of the transferor, and the proportion of
the rights and obligations of the transferor under this Agreement attributable to the Shares
being transferred shall be duly transferred to the transferee, and the transferring Shareholder
shall thereafter be released from any future obligation under this Agreement. If not all of the
transferor’s Shares are being transferred, such release shall only be calculated or determined
by reference to the actual Shares transferred, without prejudice to any rights and obligations
of the transferor attributable to its Shares being transferred, which shall have been accrued
prior to the date of such transfer.
11.7 Allotment Restrictions
There shall be no allotment of Shares, save for the allotment of Shares to the Shareholders in
proportion to their respective Shareholder Proportions at the time of such allotment.
11.8 Endorsement on Share Certificates
The Shareholders shall procure that Share certificates of them are duly endorsed with words
carrying the effect that any transfer of Shares is subject to restrictions.
11.9 Costs
Except otherwise agreed by the transferor and transferee of such Shares, any costs (including
legal costs, stamp duty and/or other incidental fees) incurred in the transfer of Shares shall be
borne equally by the transferor and transferee of such Shares.
12. DEFAULT
12.1 Event ofDefault and Other Shareholder’s rights:
In the event that any Shareholder (the “Defaulting Shareholder”):-
(a) is in material breach of this Agreement and provided that, where such breach is capable
of being remedied and that Shareholder shall fail to remedy the same within thirty (30)
days after being notified in writing of such breach by the other Shareholder; or
(b) becomes insolvent or unable to pay its debts when due; or
(c) makes a general assignment or composition for the benefit of its creditors; or
(d) commits or suffers any act of bankruptcy, insolvency, reorganization, winding up or
liquidation (whether voluntary or otherwise) proceedings or other proceedings,
analogous thereto in purpose or effect, including the appointment of a judicial manager,
manager, receiver,trustee, administrator or liquidator for any such aforesaid purpose; or
(e) sale, transfer, assign, convert or otherwise dispose or bind themselves to sale, transfer,
assign or convert or otherwise dispose any Share and/or any legal and/or beneficial
interest in Share to any other third party before all transaction as stipulated in CSPA
Agreement 1 and CSPA Agreement 2 has been completed by the Parties;
then the other Shareholder (“Non-defaulting Shareholder”) shall, without prejudice to any
of its other rights and/or remedies, be entitled to request the determining accountants for a

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valuation to determine the Relevant Price of the Shares of the Defaulting Shareholder (all
valuation costs are to be borne by the Defaulting Shareholder). Once such valuation has been
determined by the determining accountants, the Non-defaulting Shareholder shall be entitled
to give a notice in writing (“Default Notice”) to the Defaulting Shareholder to require of
requiring the Defaulting Shareholder:-
(i) to sell all of its Shares to the Non-defaulting Shareholder (or its Affiliates) and/or any
third party nominated by the Non-defaulting Shareholder (“Designated Purchaser”) at
a price based on 80% (eighty percent) of the Relevant Price, and sub-Clause 11.6 shall
apply as if references to “transferee” therein are references to the Designated Purchaser,
and references to “transferor” are referencesto the Defaulting Shareholder; or
(ii) to purchase all of the Non-defaulting Shareholder’s Shares at a price based on 120%
(one hundred and twenty percent) of the Relevant Price, and sub-Clause 11.6 shall apply
as if references to “transferee” therein are references to the Defaulting Shareholder, and
references to “transferor” are references to the Non-defaulting Shareholder
For the avoidance of doubt, the Non-defaulting Shareholder shall not be entitled to enforce
or have the benefit of any of the remedies set out in sub-Clauses 12.1 (i) and (ii) unless it has
given the Defaulting Shareholder a Default Notice within thirty (30) days after the Relevant
Price is determined by the determining accountants, and the Default Notice, when given,
shall be binding on the Defaulting Shareholder. Subject to the foregoing, the Non-defaulting
Shareholder may, at its sole discretion, elect to proceed with any of the remedies set out in
sub-Clauses 12.1 (i) and (ii) and the Defaulting Shareholder shall not be entitled to raise any
objection thereto, and any right of the Defaulting Shareholder (whether at law or in equity) to
raise any such objection is, to the extent permissible under the applicable laws, hereby
expressly waived.
12.2 Sale of Shares
Completion of sale and purchase of the Shares pursuant to sub-Clauses 12.1 (i) or (ii) shall
take place within thirty (30) days from the date of the relevant Default Notice, and the
Shareholder disposing its Shares shall deliver and transfer to the Designated Purchaser full
legal and beneficial title to such Shares, free from all Encumbrances whatsoever, and shall
execute all necessary documents and do all such acts and things necessary to effect such
delivery and transfer, and the Designated Purchaser shall pay the price for the Shares by way
of cashier’s orders drawn on a bank in Singapore or Indonesia. The Shareholder disposing its
Shares shall also procure the resignation of its nominated Director from the Board and its
nominated Commissioner from the Board of Commissioner.
12.3 The Company as Attorney
If in any case the Defaulting Shareholder, after having become bound in any way as foresaid,
defaults in transferring its Shares to the Designated Purchaser, the Defaulting Shareholder
shall be deemed to have granted the Company its irrevocable power of attorney to execute
the transfer of its Shares to the Designated Purchaser, who shall upon receipt of the purchase
moneies, hold the same on trust for the Defaulting Shareholder. The Company shall
thereupon take all necessary action, including convening a Shareholders’ meeting to approve
the transfer, and obtaining approval of BKPM to the transfer, and have the name of the
Designated Purchaser entered into the register of Shareholders of the Company, as holder of
the relevant Shares. The receipt by the Company of the purchase moneies shall be good

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discharge to the Designated Purchaser, and after the latter’s name has been entered in the
register of Shareholders of the Company, the validity of the proceedings shall not be
questioned by any person.
12.4 Costs and Expenses
All costs and expenses incurred or suffered by the Non-defaulting Shareholder and/or the
Company under this Clause 12 (including the costs of valuation of the Shares to be sold
and/or any stamp duty payable on such sale and purchase transactions) and, if applicable, the
costs and expenses in connection with the winding-up of the Company shall be borne by the
Defaulting Shareholder.
12.5 Multiple Defaults
If any of the events set out in sub-Clauses 12.1 (a) to (d) occurs in relation to the Non-
defaulting Shareholder at the same time (or during the 30-day period for issuance of a
Default Notice) as it occurs to the Defaulting Shareholder, the Non-defaulting Shareholder
shall not (notwithstanding that it may have given the Default Notice) be entitled to exercise
the rights conferred on it by this Clause 12.
13. TERMINATION
13.1 This Agreement shall take effect as of the date hereof, and shall continue in full force and
effect until terminated in accordance with the provisions hereunder.
13.2 This Agreement shall be terminated with immediate effect:-
(a) if all of the Shareholders collectively agree in writing to dispose their Shares and/or sell
the whole of the undertaking of the Company as a going concern, and in the latter case,
the Shareholders shall thereafter wind up the Company and distribute the proceeds of
such sale to the Shareholders in accordance with applicable laws; or
(b) if an effective resolution is passed or a binding order is made under applicable laws for
the winding up of any of the Shareholders and/or the Company; or
(c) in the event of a transfer of all the Shares of a Shareholder, as against that Shareholder.
In accordance with the terms herein, that Shareholder shall cease to have any right or
obligation under this Agreement after it ceases to be a Shareholder, save as provided in
sub-Clause 13.3. Upon the termination of this Agreement, that Shareholder shall
procure the resignation of its nominated Directors from the Board and its nominated
Commissioner from the Board of Commissioners. Nothing herein shall affect the rights
and obligations of the relevant transferee who had executed a Deed of Ratification and
Accession in accordance with sub-Clause 11.6; or
(d) if the Company or any Shareholder:- i) is or becomes insolvent or unable to pay its
debts as they fall due; ii) stops or suspends payment of all or a material part of its
indebtedness; iii) takes any step with a view to the deferral, rescheduling or other
adjustment of all or a material part of its indebtedness; iv) proposes or enters into a
general assignment or a scheme of arrangement or composition with or for the benefit of
all or a substantial proportion (whether by number or value) of its creditors; or v) agrees
to a moratorium or has a moratorium declared in respect of all or a material part of its

of 25
indebtedness, whether the aforesaid be effected by court order, agreement or otherwise;
or
(e) if an event of default set out under sub-Clauses 12.1 (a) to (d) occurs.
13.3 The termination of this Agreement, howsoever caused, the dissolution (or cessation of
existence as a separate entity) of the Company and the ceasing by any Shareholder to hold
any Shares shall be without prejudice to any obligations or rights of any of the Parties, same
of which have accrued prior to such termination, dissolution or cessation, and shall not in
any way affect any provision of this Agreement, which is expressly or by implication
provided to come into effect on or to continue in effect after such termination, dissolution or
cessation.
13.4 In case of termination of this Agreement, the Parties hereby waive the provisions set forth in
Article 1266 of the Indonesian Civil Code with regard to the requirement for court
pronouncement, decision or decree for the termination of an agreement.
14. ANNOUNCEMENT ANDCONFIDENTIALITY
14.1 No Party shall make or authorize the making of any announcement or other disclosure
concerning the existence or subject matter of this Agreement unless the other Party parties
shall have given their respective prior consent to such announcement or disclosure (such
consent not to be unreasonably withheld or delayed).
14.2 Each Party hereby undertakes with the other Party that, during the continuance of this
Agreement and within five (5) years after the termination hereof, it will not, and shall
procure that none of its officers, employees or agents, its Affiliates and their respective
officers, employees or agents will:
(a) use, exploit or divulge to any person any trade secrets, confidential knowledge or
information or any financial marketing or trading information or know-how relating to
the other Party which it/he may receive or obtain as a result of entering into this
Agreement; or
(b) (without the prior consent in writing of the other Party, save as may be required by any
applicable law, statute and/or regulation of any relevant governmental body) make any
announcement, hold any press release about any and all matters concerning or related to
this Agreement and/or the arrangements/transactions contemplated hereby.
14.3 The restrictions above shall not apply if the information and/or knowledge concerned:
(a) has become public knowledge other than as a result of unauthorized disclosure by the
Parties;
(b) has been disclosed in the proper performance of the Party’s obligations under or
consequent to this Agreement;
(c) is received from a third party without any duty of confidentiality in relation thereto;
(d) is already in the possession of the Party before negotiations commenced between the
Parties;

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(e) is developed or prepared by the Party independently of information received after
negotiations commenced between the Parties;
(f) is disclosed by the Party to its Affiliates for internal reporting purposes; or
(g) is otherwise required to be disclosed by applicable laws or regulatory authority or stock
exchange or any court and/or arbitration having jurisdiction over the Party or in
accordance with the best accounting practice in the accounts of the Party, provided that,
if any Party is required to make a disclosure by reasons as aforementioned, it shall, to
the extent reasonably possible, supply a copy of the contents of any such disclosure to
the other Party prior to the making of such disclosure, failing which it shall do so as
soon as is reasonably practicable after the making of such disclosure.
16. INDEMNITY& WAIVER OF DAMAGES
16.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any
and all claims, demands, liabilities or causes of action for injury, illness or death of any
employee of that Party of or for damage or loss of property owned by that Party (or in
possession of that Party by virtue of an arrangement made with an entity which is not a
Shareholder of the Company), which injury, illness, death, damage or loss arises out of
performance under this Agreement or the operations of the Company, and regardless of the
cause of such injury, illness, death, damage or loss, even though caused in whole or in part
by that Party.
16.2 Notwithstanding what is stated in this Agreement, Neither party shall be liable to the other
Party for, and each Party hereby releases the other Party from and against, any indirect,
special, punitive, exemplary or consequential damages or losses (whether foreseeable or not
at the date of this Agreement), including without limitation, lost profits or anticipated profits,
lost production, lost revenue, lost business or business interruptions arising out of, or related
to, the performance of or subject matter of this Agreement, regardless of the cause, including
the sole, joint or concurrent negligence, strict liability, breach or warranty, breach of duty
(statutory or otherwise), breach of contract, or any other legal fault or responsibility of either
Party, its officers, employees or agents, its Affiliates and their respective officers, employees
or agents, or any other person or party.
17. NON-COMPETITION
17.1 Each Party hereby undertakes that it or its Affiliates shall not at any time, without the prior
written consent of the other Party, compete (directly or indirectly) with the Company by way
of forming a separate company for such purpose.
17.2 Should a Party be in breach of sub-Clause 17.1, then the provisions of sub-Clauses 12.1 (i)
and (ii) shall apply.
17.3 Notwithstanding the generality of the foregoing, the Party in breach shall not form a
company or entity or a joint venture and/or the like to compete with the Company with
respect to its scope of business as set out in this Agreement for a minimum period of 5 (five)
years commencing from the date its Shares are transferred to the other Party.
17.4 For the avoidance of doubt, this Clause 17 shall apply to competition of any nature

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whatsoever between the Parties and/or their respective Affiliates.
18. REPRESENTATIONS AND WARRANTIES
18.1 Each Party hereby represents and warrants to the other Party as follows:
a) it is duly incorporated and validly existing, of good standing and not in liquidation
under the laws of its jurisdiction of incorporation and is qualified and has the power and
authority to own its assets and to conduct the business which it conducts in every
jurisdiction where such qualification, power or authority is required.
b) it has the necessary power and authority to enter into this Agreement to which it is a
party, and to perform and comply with its obligations hereunder.
c) it has taken all necessary corporate actions and obtained all necessary authorizations (all
of which remain in force and have not been withdrawn or revoked) to enable it to
lawfully execute and deliver this Agreement to which it is a party, to perform and
comply with its obligations hereunder and to ensure that those obligations are valid,
legally binding and enforceable.
d) its entry into and performance of or compliance with its obligations hereunder does not
and will not:-
i) violate any law or regulations;
ii) violate its memorandum & articles of association, or cause any restriction imposed
therein to be exceeded; or
iii) violate any agreement or contractual obligation, restriction or prohibition which is
binding on it or its assets.
18.2 Each of the representations and warranties contained in this Clause is made or given without
any condition or qualification, and shall survive and continue to have full force and effect
after the execution of this Agreement.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties, and supersedes all prior
negotiations, representations and/or agreements in connection with or arising out of this
Agreement, whether in writing or verbal. Any variation, supplement, novation, restatement or re-
enactment of this Agreement shall not be effective unless evidenced in writing and signed by the
Parties.
21. NON-ASSIGNMENT
This Agreement is personal only to the Parties, and (save as expressly provided herein) the
obligations, benefits and/or rights hereunder shall not be assigned, whether in whole or in part, by
any Party without the prior written consent of the other Party.
22. WAIVER

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22.1 The failure of any Party to enforce or exercise, at any time or for any period of time, any
term of or any right arising out of this Agreement, whether in whole or in part, or the
extension of any indulgence or forbearance by any Party to the other Party does not
constitute, and shall not be construed as, a waiver of such term or right, and shall in no way
affect such Party’s rights to subsequently enforce or exercise such term or right.
22.2 A waiver by any Party of any term or right in respect of a particular incident, which waiver
shall be in writing, shall not operate as a waiver in respect of any subsequent incident of a
similar kind.
22.3 Any consent or agreement required to be given by a Party, for the purposes of this
Agreement, shall be valid if given in writing by a Director appointed by such Party pursuant
to this Agreement.
23. SEVERABILITY
If any one or more of the provisions contained in this Agreement becomes or is deemed to be void,
invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and
enforceability of the remaining provisions contained in this Agreement and/or the rest of this
Agreement under the aforesaid applicable law or any other law shall not in any way be affected or
impaired. The Parties shall, in any such event, agree on new clause(s) that would replace such
clause(s).
24. COSTS
Each Party shall bear its own costs arising out of or incidental to the negotiation, execution and/or
delivery of this Agreement. No Party shall, without the prior written consent of the other Party, be
authorized or empowered to obligate the other Party to incur such costs on its behalf.
25. CONFLICT(It should be more discussed if the provisions of this Agreement conflict with the
provisions of the Constitutional Documents the provisions of this Agreement shall prevail)
The Parties agree that, to the extent that the provisions of this Agreement conflict with the
provisions of the Constitutional Documents, the provisions of this Agreement shall prevail, and that
AR, PAR and MAR will exercise their respective voting rights as Shareholders, and take all such
steps as may be necessary to ensure that the provisions of this Agreement shall prevail.
26. NOTICES
Whenever any notice is contemplated, required or authorized to be given hereunder, such notice
shall be in writing, and shall be deemed to be sufficiently given if delivered personally, sent by
tele-fax or sent by prepaid letter (or airmail, if overseas). Any notice delivered personally shall be
deemed to have been given when served. Any notice tele-faxed shall be deemed to have been given
on the date of sending, provided that an appropriate confirmation of receipt was received by the
sender. Any notice mailed shall be deemed to have been given 48 (forty-eight) hours after posting
thereof (or if by airmail, seven (7) days after posting thereof). Any such notice shall be delivered to
the Parties at the addresses set out below. Any Party may change its correspondence address by
giving the other Parties notice of such change in accordance with this Clause.

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If to AR: ______________________ Ltd.
...........................................
...........................................
...........................................
Telephone: .......................
Fax: ..........................
Email: ......................
Attn: .........................
If to PAR: ______________________ Ltd.
...........................................
...........................................
...........................................
Telephone: .......................
Fax: ..........................
Email: ......................
Attn: .........................
If to MAR: ______________________ Inc.
...........................................
...........................................
...........................................
Telephone: .......................
Fax: ..........................
Email: ......................
Attn: .........................:
27. GOVERNING LAWS AND DISPUTE SETTLEMENT
27.1 This Agreement is governed by, and shall be construed in accordance with, the laws of the
Republic of Indonesia.
27.2 Any dispute and/or claim of whatsoever nature arising out of or in connection with this
Agreement, including any question regarding its exercise, validity and/or termination, shall
be referred to and finally resolved by arbitration rules of the Singapore International
Arbitration Centre (SIAC) for the time being in force, before a sole arbitrator, which rules
are deemed to be incorporated by reference to this Clause. The juridical seat of arbitration
and physical place of hearing shall be Singapore, and the language of such arbitration shall
be English.
28. AMENDMENTOF AGREEMENT
Any other terms and conditions not specified in this Agreement shall be discussed mutually and
agreed upon by the Parties at later stage, as the amendment to this Agreement, and the amendment,
supplements, and/or alteration to the terms and conditions of the Agreement shall not become
binding unless made in written form, signed by the authorized representatives of the Parties and
approved by respective authorities if required.
29. COUNTERPARTS
This Agreement may be executed in any number of counterparts and a Party may execute this

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Agreement by signing any counterpart. All counterparts shall together constitute and take effect as
one and the same instrument.
IN WITNESS WHEREOF the Parties have executed this Agreement.

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Shareholders Agreement (Purchase this doc, Text: 08118887270 (Whatsapp))