Cattle and Bioenergy Project Agreement - 30102019

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Agreement Code: HKTW-SDSCI-CBEP-USD120M-2019

“CATTLE & BIOENERGY PROJECT”


FUNDING AND INVESTMENT AGREEMENT

This Project Funding and Investment Agreement is made as of this 30th day of October, 2019
between the parties described hereunder,

BETWEEN

I MADE NGURAH ANGGA PRABAWA, President Director of CV. STANA DUTA, having
Indonesian Passport B6033234, a corporation legally registered and incorporated in
INDONESIA with offices at Kertanegara No.102 Ubungkaja, Denpasar, Bali, Indonesia,
hereinafter referred to as the “Party A”.

AND

TATAG WIRANTO, President Director of PT. SYNERGI CERDAS INDONESIA, having


Indonesian Passport No. ______, a corporation legally registered and incorporated in Indonesia
with offices at ___________________, Indonesia, hereinafter referred to as the “Party B”.

WHEREAS,

Party A and Party B, hereby confirm with full legal and corporate responsibility, are ready,
willing and able to enter into joint venture business of “Cattle and Bioenergy Project” in
Indonesia.

I. OBLIGATION

1. Party A and Party B agreed Cattle and Bioenergy Project and project total amount is USD One
Hundred Twenty Million (USD120,000,000).

2. Party B shall provide total USD One hundred Twenty Million(USD120,000,000) of face
value’s Bank Instrument (among Letter of Credit, Standby Letter of Credit and Bank Guarantee)
to Funder Group through Party A. The Provide Bank Instrument shall be free and cleared Untied
States Dollar(USD) currency of non-criminal origins and all liens, encumbrances and third
party(ies) interests, and the provide bank instrument follow ICC Non-Circumvention, Non-
Disclosure Rules and Regulations and under the terms and conditions stated herein too.

3. Party B can provide divided Bank Instruments by schedule until total project amounts face
value bank instrument to Funder Group through Party A.

Party A initial____________ Page 1 of 5 Party B initial_______________


Agreement Code: HKTW-SDSCI-CBEP-USD120M-2019

4. Party B agree Bank Instrument’s discount rate is 40%(Forty Percentage) for one year’s mature
date bank instrument by bank instrument sell and purchase program.

5. Funder Group will provide 60%(Sixty Percentage) Cash funds of USD Seventy Two Million
(USD72,000,000) against Party B’s Provide a bank instrument of USD One Hundred Twenty
Million(USD120,000,000) through Party A to Party B by sell and purchase program.

6. Party B agree that Funder Group will invest USD Twenty Million (USD20,000,000) against
Project amount of USD One Hundred Million(USD120,000,000) into “Cattle and Bioenergy
Project” in Indonesia by Funder Group’s Investment schedule after the Funding will be
succeeded by bank instrument sell and purchase program, and Funder Group will get 70%
(Seventy Percentage) of shares in company of Cattle and Bioenergy Project against 100%(One
Hundred Percentage) shares. Investment schedule of cash funds of USD Twenty
Million(USD20,000,000) will be discussed and fixed by Funder Group and Party B.

7. If Party B will provide divided bank instruments by schedule to Funder Group through Party
A, Funder Group can invest several times until total investment amount USD Twenty
Million(USD20,000,000) by Funder Group’s Investment schedule into Party B’s Project
company.

8. Funder Group will design and provide Investment Company will be shareholder in company
of cattle and bioenergy project to Party B.

9. Party A and Party B agree when each party including all shareholders in project company will
sell share(s) to Third Party(ies), preferentially each party shall inform and buy share(s) to counter
party. If counter party will not agree to buy partners share(s), partner(s) share(s) can sell to third
Party(ies) after approved all shareholders. If all partners will not agree, shareholder(s) cannot sell
their own share(s) to Third Party(ies).

10. If any shareholder(s) will provide their own share(s) to Third Party(ies) as guarantee, they
must approve from all related shareholder first. Without approve from all related shareholder(s),
any shareholder(s) prohibit provide their own share(s) as guarantee to Third Party(ies).

II. TERMS AND CONDITION FOR FUNDING AND INVESTMENT

1. Bank Instrument Type : Standby Letter of Credit(SBLC), Bank Guarantee(BG), Letter of


Credit(LC)

2. Issuing Bank : Acceptable bank by Funder Group.

3. Terms and Format : ICC500,600 or latest version, or acceptable terms and format by
Funder Group.

Party A initial____________ Page 2 of 5 Party B initial_______________


Agreement Code: HKTW-SDSCI-CBEP-USD120M-2019

4. Bank instrument Total Amount : USD120,000,000.00(One hundred Twenty Million


United States Dollars).

5. Mature Period : 1 (One) Year and 1 (One) Day.

6. Currency : USD (United States Dollar)

7. Discount Rate : 40% (Forty percentage) of Face Value Bank Instrument

8. Discounted Amount : 60% (Sixty Percentage) of Face Value Bank Instrument.

9. Bank Instrument Beneficiary : TBA by Funder Group.

10. Bank Instrument Confirmation : BY SWIFT MT760 from Issuing Bank to Receiving
Bank.

11. Receive Funds Schedule : Within 15 (Fourteen) banking days after receiving bank will
receive SWIFT MT760 from Bank Instrument issuing bank.

12. Transaction cash funds Currency : USD or IDR.

13. Transaction method : SWIFT MT103

14. Investment Condition : After succeed funding by bank instrument sell and purchase program.

15. Investment Total Amount : USD Twenty Million(USD20,000,000).

16. Investment Transaction Schedule : By Funder Group and Party B’s investment schedule

III. PROCEDURE:

1.“Party A” and “Party B” will sign this Funding and investment Agreement.

2. Party B or Party B’s client shall issue bank instrument under the terms and condition after sign
this Agreement.

3. Upon successfully verify of issued Bank Instrument by the Funder Group and bank, Funder
Group transfer the discounted amount of Cash funds of 60% (Sixty percentage) of face value
bank instrument to Party B’s designed bank accounts by SWIFT MT103 through Party A within
15(Fifteen) banking days by the transaction schedule.

4. Funder Group will invest total USD Twenty Million (USD20,000,000) into cattle and
bioenergy project company by schedule against full succeed funding of total project amount of

Party A initial____________ Page 3 of 5 Party B initial_______________


Agreement Code: HKTW-SDSCI-CBEP-USD120M-2019

USD One hundred Twenty Million(USD120,000,000) from bank instrument sell and purchase
program.

IV. STIPULATIONS

1.EXCHANGE OF INFORMATIONS ON PROGRESS: Each of the parties hereto undertakes to


keep the other party informed on the progress of its respective obligations under this Agreement.
ACTS: The parties undertake to act in good faith in respect of the execution of this Agreement.

2.REPRESENTATIONS: The parties shall refrain from making any representations concerning
the other party, their capabilities, assets, name, etc to any third party whatsoever, unless and until
they have received that party’s prior written consent for such disclosure.

3.EXPERIENCE: Both Parties warrant and represents that they are able to fend for themselves
and has such knowledge and experience in financial or business matter that is capable of
evaluating the merits and risk of the transaction contemplated in this Agreement.

4.COSTS AND EXPENSES: Each party shall be liable to pay its own costs and expenses
incurred in connection with the performances of the Agreement. It is specially determined and
understood that the Beneficiary is under no obligation to pay any of the Applicant’s costs and
expenses or to reimburse for any costs or expenses incurred by it in the performance of its
responsibilities under this Agreement. Furthermore it is agreed that each party shall be solely
responsible for any payment of all its income tax, corporate tax and all other applicable taxes,
duties, charges, levies and/or payments it incurs in connection with this Agreement.

V. AUTHORIZATION TO EXECUTE

The parties hereto his Agreement have received the necessary approvals from their respective
Board of Directors and by this Agreement do herewith warrant and represent that they are
capable of bind their own respective party.

VI. ADDITIONAL CONDITION

This transaction is for the purpose for project of bank debentures with investment and conducted
between principal entities. It shall not be interested as Securities Transaction as described in the
United States Securities Act of 1933 or be laws of any other nation. Signing of this agreement
through Email and Facsimile and SNS Electronic Applications shall be accepted as original.

Party A initial____________ Page 4 of 5 Party B initial_______________


Agreement Code: HKTW-SDSCI-CBEP-USD120M-2019

VII. FORCE MAJEURE

The Parties hereto shall not be liable for failure to perform under the force majeure clause as
stated by ICC-500, 600 or latest revision which deemed to be incorporated herein.

VIII. JURISDITION

This Agreement shall be governed by the laws of United States of America without regards to
conflict of law provisions, and any disputes between the parties hereto shall be litigated in the
state or federal courts located in USA.

IX. SIGNING AND NOTICE

1. This agreement is executed by electronic signature.

2. This agreement shall be binding upon and inure to the benefit of each party’s respective
successors and permitted assigns.

3. This agreement not be changed orally or modified, amended or supplemented without an


express written agreement executed by the other parties hereto

4. Both Parties shall act according to the terms and conditions stipulated in the agreement herein.
Either party reserve the right to claim the other party in default for non performance or breach of
this agreement. This agreement is binding and delivering by email and facsimile SNS electronic
applications to the parties upon acceptance and signing by electronic signature original copy is
considered and binding, acknowledged, accepted and executed by both parties.

Agreed and accepted by Party A: Agreed and accepted by Party B:

_____________________________ ______________________________
I MADE NGURAH ANGGA PRABAWA TATAG WIRANTO
President of Director President Director
CV. STANA DUTA PT. SYNERGI CERDAS INDONESIA

Seal Seal

Party A initial____________ Page 5 of 5 Party B initial_______________

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