JOINT VENTURE AGREEMENT

BASED ON STANDBY LETTER OF CREDIT SWIFT MT760

THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS ‘AGREEMENT’) IS EXECUTED WITHOUT PREJUDICE OR

CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN ACCORD ON
5TH. DAY OF MAY 2023, BY AND BETWEEN:

THE PROVIDER / INSTRUMENT PRINCIPAL

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
IBAN NUMBER
SWIFT CODE
BANK OFFICER
REPRESENTED BY
POSITION
PASSPORT NUMBER
COUNTRY OF ISSUE
EMAIL
CONTACT NUMBER

HEREIN NAMED AS THE "PARTY A", HEREBY CONFIRM, THAT WE AREREADY, ON A BEST EFFORT BASIS, TO DELIVER THE
FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR
UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN; AND

THE RECEIVER
I.
BANK NAME PT.BANK RAKYAT ]INDONESIA (PERSERO) Tbk.
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME PT. HADI JAYA BERKAH
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL E0139@corp.bri.co.id
II. GARANTOR
BANK NAME PT.BANK RAKYAT ]INDONESIA (PERSERO) Tbk.
BANK ADDRESS Jl. Ir. H. Juanda No. 93, Bekasi 17112
SWIFT CODE BNINIDJA
ACCOUNT NUMBER 0139.01002488
ACCOUNT NAME PT. KOSGORO SOLIDERITAS INTERNASIONAL
BANK OFFICER TOMMY MUHAMMAD FACHRI
BANK TELEPHONE TBA
BANK OFFICER E-MAIL E0139@corp.bri.co.id

HEREIN NAMED AS THE "PARTY B", HEREBY CONFIRM, THAT WE ARE READY, ON A BEST EFFORT BASIS, TO RECEIVE THE
FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR
UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN, WE NOTE THAT BOTH PT ……………………………
[COMPANY NAME] AND BROADGATE FINANCING PLC ARE THE JOINT RECEIVERS AND AGREE FOR PT
…………………………… [COMPANY NAME] TO BE THE SINGATORY TO THIS AGREEMENT; AND BOTH

PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”

Page 1 of 10
DEFINITIONS

THE DEFINITIONS USED IN THIS AGREEMENT ARE AS FOLLOWS:

‘AGREEMENT’ SHALL MEAN THIS CONTRACT.

"INSTRUMENT PRINCIPAL" SHALL MEAN PROVIDER FOR THE STANDBY LETTER OF CREDIT

‘LTV’ SHALL MEAN LOAN TO VALUE, BEING THE RATIO OF CASH REALIZED AGAINST THE FACE VALUE OF THE SBLC.

‘PARTY A / INSTRUMENT PRINCIPAL’ AND ‘PARTY B / MANAGING PARTNER’ SHALL, WHERE THE CONTEXTS ADMIT,
INCLUDE ITS HEIRS, SUCCESSORS-IN-TITLE OR ASSIGNS, ASSOCIATES, PARTNERS, AFFILIATES AND PRINCIPALS.

‘SBLC’ SHALL MEAN STANDBY LETTER OF CREDIT FOR CREDIT PURPOSES, THE PROPERTY OF PARTY A, WHICH WILL
BE MONETIZED VIA PARTY B.

‘TRANSACTION’ SHALL MEAN A PRIVATE TRANSACTION CONTRACTED BETWEEN THE PARTIES DESIGNED FOR PARTY
A TO DELIVER THE SBLC TO PARTY B AND PARTY B TO MONETIZE / LEND AGAINST THE SBLC, FOR THE BENEFIT OF
PARTY A.

RECITALS

1. PARTY A HEREBY AUTHORISES PARTY B TO MONETIZE ITS SBLC AT THE AGREED LTV IN ORDER THAT PARTY A
SHALL FINANCIALLY BENEFIT FROM THE EXECUTION OF THIS TRANSACTION. PARTY A AS GUARANTOR SBLC.

2. WHEREAS, THE PARTIES, AWARE OF THEIR RESPECTIVE OBLIGATIONS HERETO MENTIONED HAVE ENTERED
INTO THIS AGREEMENT, OBLIGATE AND BIND THEMSELVES LEGALLY UNDER WARRANTY AND MANIFEST WITH
RESPONSIBILITIES THAT THEY ARE CAPABLE AND FINANCIALLY STABLE TO ENTER INTO THIS AGREEMENT AND
DISCHARGE THEIR OBLIGATIONS WITH COMMITMENT TO DELIVER PERFORMANCE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREIN OBTAINED IN THIS AGREEMENT.

3. WHEREAS, PARTY B, TO FULFILL THE TRANSACTION REFERENCE: IS IN THE BUSINESS OF MONETIZATION OF /

FUNDS DISBURSEMENT AGAINST SBLC’S AND OTHER FINANCIAL INSTRUMENTS.

4. WHEREAS PARTY A WISHES TO UTILIZE SUCH SERVICES PROVIDED BY PARTY B IN ACCORDANCE WITH THE
INSTRUCTIONS OF PARTY A.

5. WHEREAS, IN CONNECTION WITH PARTY B’S BUSINESS, PARTY B CONFIRMS IT HAS THE BANKING
RELATIONSHIPS, CREDIT LINES, CASH ASSETS AND/OR OTHER MEANS TO COMPLETE THE MONETIZATION /
LENDING AS AGREED IN THIS DOCUMENT, WHICH PARTY B / MONETISER / LENDER HAS ACQUIRED BY THE
INVESTMENT OF TIME, EXPENSE AND EFFORT, AND WHICH IS SIGNIFICANT AND VALUABLE

6. WHEREAS, IN CONNECTION WITH PARTY B’S BUSINESS, PARTY B CONFIRMS IT HAS THE BANKING
RELATIONSHIPS, CREDIT LINES, CASH ASSETS AND/OR OTHER MEANS TO COMPLETE THE MONETIZATION /
LENDING AS AGREED IN THIS DOCUMENT, WHICH PARTY B / MONETISER / LENDER HAS ACQUIRED BY THE
INVESTMENT OF TIME, EXPENSE AND EFFORT, AND WHICH IS SIGNIFICANT AND VALUABLE.

5. WHEREAS THIS AGREEMENT RECOGNIZES THAT THE PROVISIONS ARE MEANT TO BE EMPLOYED WITH COMMON
SENSE, GOOD FAITH AND FAIR DEALING IN THEIR APPLICATIONS AND MEANING, GIVEN THE NATURE OF THE
SENSITIVE INFORMATION AND THE DETRIMENT THAT COULD ACCRUE AS THE RESULT OF THE BREACH OF ANY
OF THOSE PROVISIONS.

6. NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS ACCEPTED AND
ACKNOWLEDGED, THE PARTIES, ON BEHALF OF THEMSELVES AND THEIR REPRESENTATIVES, AGENTS, ASSIGNS
AND SUCCESSORS HEREBY AGREE, AND ARE BOUND AS FOLLOWS:

a) BY SIGNATUREOF THIS AGREEMENT THE PARTY A APPOINTS PARTY B TO MONETISE AGAINST THE SBLC,
THE SUBJECT MATTER OF THIS AGREEMENT WITHIN A PERIOD NOT EXCEEDING WITHIN 10 (TEN)
BANKING DAYS UPON RECEIPT, VERIFICATION, CONFIRMATION, AUTHENTICATION AND ACCEPTANCE
ON ACCOUNT OF THE SWIFT MT760 SBLC. PARTY B WILL RETURN SBLC BEFORE THE MATURITY DATE TO
ISSUING BANK.

b) PARTY B WILL MONITOR THE DOCUMENTS AND CONTRACTS RELATED TO THE TRANSACTION TO
ENSURE THAT THEY COMPLY WITH THE REQUIREMENTS OF THE TRANSACTION AND ARE SUBMITTED IN
A MANNER WHICH SUPPORTS THE PROCESS OF THE TRANSACTION.

c) THE PARTIES WILL DEPLOY REASONABLE ENDEAVOURS TO COMPLETE THE TRANSACTION WITHIN

Page 2 of 10
 THE TIMELINE AND THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT.

d) WHERE, DUE TO UNFORESEEN CIRCUMSTANCES, MARKET CONDITIONS CHANGE PRIOR TO THE

MONETIZATION OF THE SBLC, PARTY B MAY OFFER A REPLACEMENT AGREEMENT FOR CONSIDERATION
BY PARTY A.

e) PARTY A, SIGNATORY TO THIS AGREEMENT, UNDERTAKES THAT THEY ARE FULLY AUTHORIZED BY
THEIR RESPECTIVE BOARDS OF DIRECTORS TO REPRESENT THE INSTRUCTIONS OF THE COMPANY, IF
APPLICABLE, IN RESPECT OF THIS TRANSACTION.

7. PARTY A WARRANTS AND REPRESENTS THAT:

7.1.1. IT IS THE BENEFICIARY OF THE SBLC THAT PARTY B SHALL MONETIZE UNDER THIS
TRANSACTION;
7.1.2. NO LIENS OR ENCUMBRANCES EXIST RELATING TO THIS INSTRUMENT;
7.1.3. THE ASSET IS CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN;
7.1.4. THERE IS A CLEAR EVIDENCEOF THE HISTORY OF THE INSTRUMENT;

8. THE PARTICIPATION OF PARTY A PURSUANT TO THIS AGREEMENT IS AUTHORIZED BY THE GOVERNING

DOCUMENTS RELATING TO THE PARTY A AND THAT THE TERMS OF THIS AGREEMENT DO NOT VIOLATE ANY
OBLIGATIONS BY WHICH PARTY A IS BOUND; AND

9. THAT ALL COMPLIANCE DOCUMENTATION AND SIMILAR DOCUMENTATION EVIDENCING THE UNDERSIGNED
‘S AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT IS A TRUE AND ACCURATE REPRESENTATION.

10. PARTY A AGREES TO DELIVER SUCH ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS TO PARTY B
AS IS REASONABLY REQUIRED IN ORDER TO FACILITATE THE TRANSACTION. AND PARTY B MUST WIDRAW
SBLC AND RETURN SBLC TO ISSUING BANK FIFTEEN DAYS PRIOR TO MATURITY DATE.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN AND
FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTY A AND THE PARTY B HEREBY AGREE AS FOLLOWS:

TERMS AND CONDITIONS

WHEREAS:

1. PARTY A HEREWITH AGREES TO ISSUE A 100% (ONE HUNDRED PERCENT) CASH BACKED STANDBY LETTER OF
CREDIT FROM A TOP 25 BANK, WITH FACE VALUE 60,000,000.00 (SIXTY MILLION US DOLLARS),WITH EXTENSIONS
IF AGREED, IN TRANCHE AMOUNTS AS PER APPENDIX D.

2. PARTY A HEREBY CONFIRMS TO MAKE AVAILABLE FOR MONETIZATION THE STANDBY LETTER OF CREDIT BY
SWIFT MT760 TO THE CREDIT PROVIDING BANKS AS INDICATED BY PARTY B IN THIS AGREEMENT. PARTY A
FURTHER CONFIRMS THAT THE FUNDS ARE AVAILABLE TO FULFIL THE REQUIREMENTS FOR SENDING THE
STANDBY LETTER OF CREDIT VIA SWIFT MT760 INSTRUMENT THAT COMPLIES WITH THE ICC RULE 500/600
FORMAT.

3. ALL BANK CHARGES AND FEE PROVISION FROM THE SBLC FACE VALUE OF $60,000,000 (SIXTY MILLION US
DOLLARS) WILL BE BORNE BY PARTY A. AND PARTY B ON THEIR RESPECTIVE BANK CHARGES

Page 3 of 10
BANK INSTRUMENT DESCRIPTION

INSTRUMENT STANDBY LETTER OF CREDIT (SBLC) CASH BACKED, IRREVOCABLE,

UNCONDITIONAL, TRANSFERRABLE, ASSIGNABLE AND DIVISIBLE
FORMAT AS PER APPENDIX A
CURRENCY US
ISSUING BANK TBA
TOTAL CONTRACT AMOUNT USD $ 60,000,000.00 (SIXTY MILLION USD)
FUNDING TO VALUE UP TO 80% (EIGHTY PERCENTS)
DISBURSEMENT PERIOD PAID IN 1 (ONE) LTV VALUE ON WITHIN 10 (10) BANKING DAYS
TERM NEW ISSUE - 5 YEAR & 1 DAY
DELIVERY MT799/MT760
MODE OF PAYMENT UNCONDITIONAL SWIFT WIRE TRANSFER BY SWIFT MT-103

PROCEDURE

1) PARTY B SUBMITS TO PARTY A THIS AGREEMENT, TOGETHER WITH:

1.1 CLIENT INFORMATION SHEET
1.2 SIGNATORY'S PASSPORT COPY
1.3 CERTIFICATE OF INCORPORATION

2) PARTY B SIGNS THIS AGREEMENT AND RETURNS IN TO PARTY A FOR SIGNATURE IN WORD AND IT THUS
BECOMES A FULL RECOURSE COMMERCIAL AGREEMENT. PARTY A WILL ALSO PROVIDE WITH THE
AGREEMENT:
1.1 CLIENT INFORMATION SHEET
1.2 SIGNATORY’S PASSPORT COPY
1.3 CERTIFICATE OF INCORPORATION

3) UPON RECEIPT OF OFPARTY A SIGNED DOCUMENTS, PARTY A’S BANK WILL SEND SWIFT MT199/MT799 (AS
PER APPENDIX C) TO PARTY B’S BANK AND FOR TRACING CC TO.................................................[COMPANY MAIL]

4) WITHIN 2 (TWO) BANKING DAYS AFTER RECEIPT OF THE MT 199 IN 3) ABOVE, PARTY B’S BANK SHALL
REPLY BY MT 199 (AS PER APPENDIX D) AND FOR TRACING CC TO............................[COMPANY MAIL]

5) WITHIN 2 (TWO) BANKING DAYS OF RECEIPT OF PARTY B'S BANK SWIFT AND STANDING INSTRUCTION FOR
PAYMENT TO ALL THE PARTIES LISTED IN APPENDIX E, PARTY A'S DESIGNATED BANK WILL ISSUE THE SBLC
VIA SWIFT MT760 (APPENDIX E), TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT AND FOR TRACING CC
TO....................................................[COMPANY MAIL]

6) THE HARD COPY OF THE SBLC WILL BE SENT BY PARTY A’S DESIGNATED BANK WITHIN SEVEN (7) BANKING
DAYS AFTER THE SWIFT MT760 HAS BEEN ISSUED, DULY STAMPED AND SIGNED BY 2 (TWO) BANK OFFICERS, TO
PARTY B’S DESIGNATED BANK BY BANK BONDED COURIER.

7) FOLLOWING VERIFICATION, CONFIRMATION, AUTHENTICATION AND ACCEPTANCE ON ACCOUNT OF THE SWIFT

MT760 SBLC, PARTY B’S PAYING BANK SHALL RELEASE THE MONETIZED FUNDS IN THE AMOUNT OF UP TO 80%
(EIGHTY PERCENT) OF LTV VALUE WITHIN10 (TEN) BANKING DAYS FROM RECEIPT OF SWIFT.

IT IS UNDERSTOOD THAT PARTY B SHALL BE TASKED WITH THE ENHANCEMENT OF THE NET MONETIZED CASH
FUNDS FOR THIS TRANSACTION.

ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR IMPROPER SOLICITATION OR

DISCLOSUREINVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE
CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

Page 4 of 10
BANKING INFORMATION

PARTY A'S AND PARTY B’S BANKING COORDINATES:

(1) PARTY A’S BANK COORDINATES TO SEND SWIFT MT199 AND SWIFT MT760:

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

(2) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE PAYMENTS) 80% OF LTV:

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

(1) PARTY B’S BANK COORDINATES TO RECEIVE SWIFT MT799 AND SWIFT MT760:
I.
BANK NAME PT.BANK RAKYAT ]INDONESIA (PERSERO) Tbk.
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME PT. HADI JAYA BERKAH
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL
II. PARTY B’S GARANTOR BANK COORDINATES ]
BANK NAME PT.BANK RAKYAT ]INDONESIA (PERSERO) Tbk.
BANK ADDRESS Jl. Ir. H. Juanda No. 93, Bekasi 17112
SWIFT CODE BNINIDJA
ACCOUNT NUMBER 0139.01002488
ACCOUNT NAME PT. KOSGORO SOLIDERITAS INTERNASIONAL
BANK OFFICER TOMMY MUHAMMAD FACHRI
BANK TELEPHONE TBA
BANK OFFICER E-MAIL E0139@corp.bri.co.id

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR
AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL CAUSE A
DEFAULTED PARTY TO BE ACTION ABLE FOR DAMAGES SUSTAINED HEREBY.EACH PARTY IS NOT ALLOWED TO
CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO
SO WILL LEAD TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.

Page 5 of 10
SPECIAL CONDITIONS

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN
AN IMPROPER WAYTOPARTY A OR PARTY B’S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITED AND CONTRACT
TERMINATED.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND COMMISSIONS,
AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS.

THIS TRANSACTION CONSTITUTES A MONETIZATION OF BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL
NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS
AMENDED OR BY THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED, ARE TO BE
CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS LOI/DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EAC PARTY
HOLDS ONE OF THE LOI/DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK
AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH PARTY A AND PARTY B JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR
RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS
CONTRACT WILL ENTITLE THE INJURED PARTY TO SERVE NOTICE OF TERMINATION OF THIS AGREEMENT.
IN THE SPIRIT OF THIS CONTRACTUAL AGREEMENT BOTH PARTIES AGREE TO SIGN WITH ISSUING ENTITY. ALSO,
THE INSTRUMENT BASED ON THIS AGREEMENT, THE BENEIFICIARY ON MT199 AND MT760 BE PARTY B/A. THE
REASON BEING THAT PARTY A IS PROVIDING ENTITY AND PARTY B IS THE MONETIZING ENTITY.BOTH PARTIES
HAVE UNITED TO CONDUCT THIS TRANSACTION AND FOR TRANSPARENCY PARTY A REQUESTS THAT PARTY B
SIGN WITH ISSUING ENTITY.

LIMIT OF LIABILITY
PARTY A AGREES THAT ALL CONTRACTS PERTAINING TO PARTY A’S ASSETS ARE FOR PARTY A’S ACCOUNT AND
RISK. THE ICC RULES AND REGULATIONS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO
ACT IN GOOD FAITH AND NOTHING IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF LIMITATION OF ANY
RIGHTS WHICH PARTY A MAY HAVE UNDER THE ICC RULES AND REGULATIONS.

APPLICABLE RULES AND REGULATIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) LATEST
PUBLICATION SHALL GOVERN ALL MATTERS RELATING TO THE VALIDITY, INTERPRETATION OR PERFORMANCE OF
THIS AGREEMENT.
ANY DISPUTES ARISING FROM AND RELATED TO THIS AGREEMENT SHALL BE SETTLED BY THE PARTIES THROUGH
FRIENDLY NEGOTIATIONS. IF A DISPUTE CANNOT BE RESOLVED THROUGH FRIENDLY NEGOTIATIONS WITHIN SIXTY
(60) CALENDAR DAYS FROM THE DATE THE DISPUTE AROSE, THE RELEVANT PARTY MAY SUBMIT SUCH DISPUTE FOR
ARBITRATION IN ACCORDANCE WITH ARBITRATION RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE E IN
PARIS. THE ARBITRATION AWARD SHALL BE FINAL AND BINDING ON THE RESPECTIVE PARTIES.

REPRESENTATIONS AND WARRANTIES

THE PARTIES REPRESENT AND WARRANT AS FOLLOWS:

• THE PARTIES ARE NOT REGISTERED, AND ARE NOT REQUIRED TO BE REGISTERED, AS INVESTMENT ADVISERS;

• THE INDIVIDUAL PERSONS EXECUTING THIS AGREEMENT ON BEHALF OF EACH RESPECTIVE PARTY ARE DULY
AUTHORIZED TO ENTER INTO THIS AGREEMENT BY AND ON BEHALF OF EACH RESPECTIVE PARTY;

• THE PARTIES ARE DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE REGISTRAR OF
COMPANIES IN THEIR JURISDICTION OF FORMATION AND ARE QUALIFIED TO DO BUSINESS IN ALL OTHER
JURISDICTIONS WHERE THEIR BUSINESS REQUIRES THEM TO BE SO QUALIFIED.

ARBITRATION

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED BY THE
PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF ARBITRATORS
SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. IN THE EVENT
OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:

(A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL AT THE POSTAL ADDRESS OR THROUGH E-MAIL WITH
RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT, WHICH SHALL INCLUDE AN
EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE PARTY BEING SERVED THE NOTICE SHALL HAVE 15

Page 6 of 10
FIFTEEN) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO CURE THE DEFAULT. IF THE PARTIES FAIL TO
RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS DAY PERIOD, THE MATTER WILL BE SUBMITTED TO THE
ARBITRATION AS FOLLOWS.

(B) THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY
ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL
CHAMBER OF COMMERCE, PHILADELPHIA PENNSYLVANIA PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC
DOCUMENTS.ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH
PARTY AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS FOR ANY
ARBITRATION PROCEEDING REFERRED TO HEREIN SHALL BE CHOSEN AS FOLLOWS:

1. ONE SHALL BE CHOSEN BY THE PARTY SEEKING ARBITRATION;

2. ONE SHALL BE CHOSEN BY THE OTHER PARTY HERETO; AND

3. ONE SHALL BE CHOSEN BY THE TWO ARBITRATORS SELECTED HEREUNDER.

(C) THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 (THIRTY) DAYS OF THE SERVICE
OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. IF THE TWO ARBITRATORS APPOINTED ABOVE SHALL NOT
AGREE TO THE APPOINTMENT OF THE THIRD ARBITRATOR TO BE APPOINTED AS PROVIDED HEREIN, SUCH THIRD
ARBITRATOR SHALL BE APPOINTED JOINTLY BY THE OTHER TWO APPOINTED ARBITRATORS, SUBJECT TO
CHALLENGE BY ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE
DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL
BE HELD IN HONG KONG, SINGAPORE, ENGLAND OR OTHER LOCATION MUTUALLY AGREED IN WRITING BY THE
PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN
AWARD.

(D) THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL COSTS AND
EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES, INCURRED BY THE AGGRIEVED PARTY AS A RESULT OF THE
DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE PREVAILING PARTY BY THE UNSUCCESSFUL PARTY WITHIN
THIRTY (30) DAYS AFTER THE AWARD. IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR
ANY OTHER DISPUTE ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE
ENTITLED TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, COMMISSION, REMUNERATION,
CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED.

FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE. THE SUM
ALLOWED, AND RELIEF GRANTED SHALL HE PAID AND BECOME DUE AND PAYABLE WITHIN THE THIRTY (30) DAY
PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE SPECIFIED IN THE ARBITRATION
DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE ENTERED IN ANY COURT OF COMPETENT
JURISDICTION.

ALL MATTERS CONCERNING ARBITRATION AND LITIGATION OF THIS AGREEMENT SHALL BE CONDUCTED IN
ENGLISH; AND IN ALL MATTERS OF INTERPRETATION AND COMPREHENSION OF THIS AGREEMENT AND ANY
DOCUMENTATION HOWSOEVER PERTAINING TO IT, THE ENGLISH LANGUAGE SHALL TAKE PRECEDENCE OVER ALL
OTHERS.

IN THE UNLIKELY EVENT THAT THE PARTIES REFUSE THE DECISION OF THE ARBITRATION PROCESS A FURTHER
PROCEDURE WILL BE INVOKED IN THE SINGAPORE COURTS UNDER THE JURISDICTION OF THE LAWS OF SINGAPORE.

CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE

THE PARTIES HERE IN AGREE THE NON-CIRCUMVENTION/NONDISCLOSURE RULES OF ICC, LATEST EDITION, SHALL
APPLY TO TRANSACTION FOR A PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT BY
THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THISNC/ND ALSO APPLIES TO ANY AND ALL OTHER
TRANSACTIONS DIRECTOR INDIRECT. REGARDING THIS TRANSACTION, EACH PARTY AND THEIR RESPECTIVE
INTERMEDIARIES WARRANT NOT REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL
OR INSTITUTION OTHER THAN THOSE BANKING OFFICERS NECESSARYFOR COMPLETION OF THIS TRANSACTION.

THIS AGREEMENT INCORPORATES THE RULES OF NON-CIRCUMVENTION AND NON-DISCLOSURE ESTABLISHED AND
PROMULGATED BY THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.), WHICH RULES ARE MADE A PART HEREOF
BY THIS REFERENCE; FURTHER, IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT THE UNDERTAKING
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, AND, SHALL REMAIN IN FULL FORCE AND EFFECT FOR A
PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF THIS AGREEMENT UNLESS RELEASED, ALTERED AND/OR WAIVED FOR
REASONABLE AND/OR DUE CAUSE BY THE PARTIES HERETO MUTUALLY, BY INDEPENDENT NOTIFICATION; AND

Page 7 of 10
DURING THE COURSE OF THIS AGREEMENT AND FOR A PERIOD OF 5 (FIVE) YEARS FROM THE EFFECTIVE DATE OF THIS
AGREEMENT, CERTAIN NAMES, ADDRESSES, TELEPHONE, FACSIMILE OR OTHER ELECTRONIC ADDRESSES OF
VARIOUS PERSONS OR ENTITIES WILL BE OR HAVE ALREADY BEEN MADE BY EACH PARTY TO THE OTHER. IT IS
UNDERSTOOD THAT ALL INFORMATION REFERRED TO ABOVE IS INTENDED TO BE AND SHALL REMAIN PROPRIETARY
TO THE PARTY WHO WAS IN INITIAL POSSESSION OF SUCH INFORMATION, AND THEOTHER PARTY TO THIS
AGREEMENT SHALL NOT MAKE ANY FURTHER CONTACT OR TRANSACT ANY SUBSEQUENT BUSINESS WITH SUCH
PERSON OR ENTITY, WITHOUT THE CONSENT IN WRITING OF THE OTHER PARTY TO THIS AGREEMENT THAT HAS THE
PROPRIETARY RIGHTS TO THE SAID INFORMATION.

THIS AGREEMENT SHALL NOT BE REPRODUCED OR DISSEMINATED IN ANY MANNER WHATSOEVER, EXCEPT WHEN
REQUIRED FOR THE EXECUTION, IMPLEMENTATION AND CONTROL OF THIS AGREEMENT, AND, ON A NEED-TO- KNOW
BASIS; FURTHER, THIS AGREEMENT, AND THE MATERIAL INFORMATION CONTAINED HEREIN, SHALL ONLY BE
PROVIDED TO THOSE PERSONS OR ENTITIES THAT ARE DIRECTLY INVOLVED WITH THE CLOSING OF THE
TRANSACTION(S) AS CONTEMPLATED HEREIN.

AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/
CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW,
THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT ONTO THE
OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

ASSIGNMENT AND TERMINATION

EACH PARTY SHALL NOT BE ENTITLED TO ASSIGN, TRANSFER OR SUBCONTRACT ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF OTHER PARTY.

ACCEPTANCE OF COMMERCIAL RISK

PARTY B WILL DEPLOY BEST EFFORTS TO ENSURE THAT THE TRANSACTION IS EXECUTED IN A MANNER THAT WILL
PROTECT THE INSTRUMENT AND/OR THE ASSET OF PARTY A NOTWITHSTANDING PARTY A ACCEPTS THE
RESPONSIBILITY OF UNDERSTANDING THE RISKS INVOLVED WITH THE TRANSACTION REQUESTED UNDER THIS
AGREEMENT AND ANY OTHER ASSOCIATED AGREEMENTS. PARTY B WILL RETURN SBLC BEFORE MATURITY DATE,
VALIDITY 1 YEAR 1 DAY.

PARTY A ACKNOWLEDGES AND AGREES THAT IT HAS VOLUNTARILY REQUESTED SERVICES FROM PARTY B AND
FURTHER THAT NEITHER PARTY B NOR HIS ASSOCIATES HAS SOLICITED PARTY A IN ANY WAY.

PARTY A AGREES AS GUARANTOR ONLY, THAT IT HAS APPLIED THE INSTRUMENT AND THE RESULTING ASSET TO
THE TRANSACTION OF ITS OWN FREE WILL.

THE TRANSACTION SCHEDULE AND ANY TIME SCHEDULES PROVIDED OR CONTRACTED ARE ESTIMATES BASED ON
THE INFORMATION AVAILABLE AT THE TIME. DELAYS MAY BE ALLOWED IF CAUSED BY MARKET CONDITIONS AND
OUTSIDE PARTIES OVER WHICH PARTY B HAS NO CONTROL, E.G. PLATFORMS, BANKS, OR ANY PARTY ENGAGED TO
PROCESS THE TRANSACTION.

NEITHER PARTY CAN HOLD ANY PARTY ACCOUNTABLE FOR FAILURE DUE TO UNCONTROLLABLE MARKET
CONDITIONS, ACTS OF NATURE, OR RESTRICTIVE ACTIONS OF ANY GOVERNMENT AND/OR REGULATORY
AUTHORITY.

FORCE MAJEURE STANDARDS APPLY HERETO PURSUANT TO THE RULES PROMULGATED BY THE INTERNATIONAL
CHAMBER OF COMMERCE (ICC) WHICH RULES ARE DEEMED TO BE INCORPORATED HEREIN.

TAXES

UNLESS OTHERWISE AGREED AND ARRANGED IN WRITING, EACH PARTY AND RECIPIENT OF GAINS OF ANY SORT, FOR
ANY AMOUNT SHALL EACH BE PERSONALLY RESPONSIBLE FOR THE PAYMENT OF ANY, AND ALL, TAXES INCURRED
AS A RESULT OF THE RESULTS DERIVED FROM THE GAINS REALIZED UNDER THIS AGREEMENT. UNLESS OTHERWISE
AGREED AND ARRANGED IN WRITING, ANY AND ALL TAXES ARISING FROM THE PROCEEDS OF THIS AGREEMENT,
SHALL BE THE SOLE PERSONALLY RESPONSIBLE OF EACH OF THE PARTIES.

BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR TAXES,
IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF TRANSACTION.

TERM

THE TERM OF THIS AGREEMENT SHALL BE FOR THE PERIOD DEFINED IN THIS AGREEMENT UNLESS OTHERWISE
EXTENDED.

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GENERAL CONDITIONS

IF A SITUATION ARISES REQUIRING THE PARTIES TO PREPARE AND EXECUTE A SUPPLEMENTAL AGREEMENT AND/OR
ADDENDUM TO CLARIFY AND/OR AMPLIFY ANY MATTER NOT ADEQUATELY DEALT WITH HEREIN, OR WHICH HAS
BEEN OVERLOOKED OR INADVERTENTLY MISSED HEREIN, THEN BY MUTUAL CONSENT OF BOTH PARTIES SUCH
SUPPLEMENTAL AGREEMENT AND/OR ADDENDUM SHALL BE PREPARED AND EXECUTED.

SEVERABILITY, ASSIGNMENT, COUNTERPARTS

IF ANY PROVISION HEREOF OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE INVALID,
ILLEGAL OR UNENFORCEABLE TO ANY EXTENT OR FOR ANY REASON, THE REMAINDER OF THIS AGREEMENT AND
THE APPLICATION THEREOF SHALL NOT BE AFFECTED AND SHALL BE ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.

EACH COVENAN, TERM, PROVISION AND AGREEMENT HEREIN SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE PARTIES HERETO AND, TO THE EXTENT PERMITTED BY THIS AGREEMENT, THEIR RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
NONE OF THE PROVISIONS OF THIS AGREEMENT SHALL BE FOR THE BENEFIT OF, OR ENFORCEABLE BY ANY
CREDITORS OF ANY PARTY.

THIS AGREEMENT, ANY SUPPLEMENTAL AGREEMENTS AND/OR ADDENDUM MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.

THIS AGREEMENT, ANY SUPPLEMENTARY AGREEMENTS AND/OR ADDENDA MAY BE EXECUTED AND DELIVERED BY
FACSIMILE TRANSMISSION OR OTHER ELECTRONIC MEANS AND SHALL BE CONSIDERED ORIGINAL DOCUMENTS.

AMENDMENTS

ANY CHANGE OR MODIFICATION TO THIS AGREEMENT MUST BE MADE IN WRITING AND EXECUTED BY ALL PARTIES
AS A CONDITION PRECEDENT TO THE IMPLEMENTATION OF SUCH CHANGES OR MODIFICATIONS. ALL DULY
EXECUTED AMENDMENTS AND EXHIBITS ARE FULLY INCORPORATED INTO THIS AGREEMENT AND SHALL
CONSTITUTE AN INTEGRAL PART OF THE PRESENT AGREEMENT.

ENTIRE UNDERSTANDING

THIS AGREEMENT INITIALED ON EACH PAGE BY PARTY A AND PARTY B SHALL CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES. NO VERBAL REPRESENTATION, WARRANTIES OR STATEMENTS BY ANYONE SHALL HAVE
ANY FORCE OR EFFECT WHATSOEVER ON THIS AGREEMENT UNLESS SET FORTH IN WRITING HEREIN. FURTHER, THIS
AGREEMENT SUPERSEDES ANY AND ALL OTHER AGREEMENTS OR UNDERSTANDINGS WHETHER ORAL, WRITTEN OR
IMPLIED BETWEEN THE PARTIES HERETO.

ADEQUATE COUNSEL

PARTY A ACKNOWLEDGES THAT HE HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH COUNSEL OF
THEIR CHOOSING PRIOR TO EXECUTION HEREOF; PARTY A AGREES THAT HE FULLY AND COMPLETELY
UNDERSTANDS THE FACTS AND HAS BEEN FULLY INFORMED AS TO ANY RIGHTS AND OBLIGATIONS IN CONNECTION
THEREWITH; AND, HAVING HAD SUCH ADVICE, HAS EXECUTED THIS AGREEMENT FREELY AND WITHOUT
RESERVATION AND THERE IS NO PRESUMPTION ARISING FROM AUTHORSHIP;

CONSTRUCTION PRINCIPLES

WHENEVER THE SINGULAR NUMBER IS USED HEREIN AND WHEN REQUIRED BY THE CONTEXT, THE SAME SHALL
INCLUDE THE PLURAL AND VICE VERSA, AND THE MASCULINE GENDER SHALL INCLUDE THE FEMININE AND NEUTER
GENDERS AND VICE VERSA.

THE HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT DESCRIBE, INTERPRET, DEFINE, OR
LIMIT THE SCOPE, EXTENT OR INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.

THE FAILURE OF ANY PARTY TO SEEK REDRESS FOR DEFAULT OF, OR INSIST UPON THE STRICT PERFORMANCE OF
ANY COVENANT OR CONDITION HEREOF SHALL NOT PREVENT A SUBSEQUENT ACT, WHICH WOULD HAVE
ORIGINALLY CONSTITUTED A DEFAULT, FROM HAVING THE EFFECT OF AN ORIGINAL DEFAULT.

THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE CUMULATIVE. THE USE OF ANY ONE REMEDY BY ANY PARTY
SHALL NOT PRECLUDE OR WAIVE THE RIGHT TO USE ANY OTHER REMEDY. THESE RIGHTS AND REMEDIES ARE GIVEN
IN ADDITION TO ANY OTHER LEGAL RIGHTS THE PARTIES MAY HAVE.

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NOTICES

ANY NOTICE GIVEN UNDER THIS AGREEMENT SHALL BE GIVEN PERSONALLY, BY E-MAIL, FACSIMILE OR BY FIRST
CLASS MAIL OR OVERNIGHT COURIER. SUCH NOTICES SHALL BE DEEMED, GIVEN WHEN RECEIVED IF GIVEN
PERSONALLY, BY E-MAIL OR BY FIRST CLASS MAIL OR OVERNIGHT COURIER AND UPON ACKNOWLEDGMENT IF BY
FACSIMILE, IN EACH CASE, TO THE ADDRESS APPEARING ON THE RECORDS OF THE INDIVIDUAL / COMPANY.

SIGNATURES

ALL ELECTRONIC SIGNATURES (FAX OR EMAIL), INCLUDING THOSE IN THE COUNTER-PART, IN REGARD TO THIS
AGREEMENT, SHALL BE ACCEPTED AS ORIGINAL SIGNATURES.

BINDING

THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL NOT BE
ASSIGNABLE OR DELEGABLE AND ANY ATTEMPTED ASSIGNMENT OR DELEGATION THEREOF SHALL BE VOID, EXCEPT
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN WITNESS WHEREOF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE BELOW WRITTEN,

Accepted and agreed on this day 5th May 2023

FOR AND BEHALF OF PARTY A:

………………………………………………..
NAME:
TITLE: Director
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:

Accepted and agreed on this day 5th May 2023

FOR AND BEHALF OF PARTY B: BEHALF OF GARANTOR:

NAME: NURHADI, ST., MM NAME: DRS. SUNI JOHANES, MM., I.Pem

TITLE: President Director TITLE: President Director
PASSPORT NUMBER: A 4113198 PASSPORT NUMBER:
DATE OF ISSUE: 06 DEC 2012 DATE OF ISSUE:
EXPIRY DATE: 06 DEC 2017 EXPIRY DATE:

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