MEMORANDUM OF UNDERSTANDING (MOU)

This MOU is made on this December 12, 2018 by and between:

The Seller
PT. MINEMEX INDONESIA (MMI)
Dusun Tebat RT.05 RW.04 Desa Mandiangin
Pasar Kecamatan Mandiangin, Kabupaten Sarolangun,
Jambi, Indonesia

And

The Buyer
PT. ROUNDHILL CAPITAL INDONESIA (RCI)
Sinarmas Land Plaza, Tower 2, Lantai 6
Jl. MH. Thamrin No. 51
Jakarta Pusat 10350

The both parties agreed to conduct MOU for the sale and purchase of Minemex coal
on the terms and conditions below :

1. TERM OF THE AGREEMENT

This agreement shall take effect from date of MOU and shall be expired 30th
November 2019 or until the obligation of both parties have been completed as
mutually agreed – whichever is earlier.

2. SHIPMENT PERIOD
Shipment Period for this agreement will be January – November 2019 and
Detailed Shipment Period shall be mutually agreed by Parties.

3. QUANTITY
The Parties hereby agree the quantity of Coal sold and delivered by Seller and
purchased by the Buyer under this Agreement shall be 90.000 MT minimum
with +/- 10% shipping tolerance and delivered during Shipment Period.

1
4. SPECIFICATIONS
A. The typical specifications of Coal in accordance with ASTM Standards on
air dried basis unless otherwise specified:

Parameter Typical Rejection

Total Moisture (arb) 46%
Inherent Moisture (adb) 15%
Ash (adb) 8% >10%
Volatile Matter (adb) 38.0
Fixed Carbon (adb) By
difference
Total Sulphur (adb) 0.3% >0.5%
Gross Calorific Value (arb) 3400 ≤3200
HGI 68

5. PRICE
[5.1.] The Price of Coal sold and delivered by Seller and purchased by the
Buyer under this Agreement shall be subject to the price adjustment as
specified in Clause 8.
[5.2.] The Price of Coal sold and delivered by Seller and purchased by the
Buyer under this Agreement shall be mutually agreed by the Parties.
The price of Coal when the MOU is signed is shall be Rp265,000/MT FOB
Barge at Jetty Karya Bhakti Project (KBP), Talang Duku, Jambi (“Loading
Port”). The Price subject to be revised and shall be based on current HBA
Price at the time of Shipment and as agreed by both Parties in the Contract.
This price subject to be evaluated at the time of shipment by referring to the
HBA at shipment month or as agreed by the Parties.

6. WEIGHT AND QUALITY DETERMINATION

The weight of each shipment of Coal shall be determined by draft survey of
carrying ocean carrier at the Loading Port conducted by the Independent
Superintending Company. This weight determination shall be final and
binding for both parties to this contract and it shall be the basis for settlement
under this Agreement. Seller shall pay the cost of draft survey.

2
7. QUALITY DETERMINATION
Coal sampling and analysis of each shipment shall be taken at loading port in
accordance with ASTM Standard practices conducted by the Independent
Superintending Company. A Certificate of Sampling and Analysis issued by
this Independent Superintending Company shall be final and binding on both
parties to this contract and it shall be the basis for settlement for the purpose
of this Agreement. Seller shall pay the cost of this sampling and analysis
activities.
Buyer and Seller reserve the right to challenge the result at loading port within
30 days after BL date. In which for request umpire sample shall be agreed by
both parties. The umpire sample shall be sent to an agreed 3 rd party
international independent surveyor to be mutually agreed and to be paid by
the challenging party.
In case of the umpire analysis result compare to loading port analysis result
are outside of the reproducibility tolerances, the umpire result shall be final
and conclusive on both parties.
During the request for umpire sample analysis and the process of analysis,
Buyer shall not delay the payment. Payment must be settled on time and full
amount as per the invoice as issued by Seller.

8. PRICE ADJUSTMENT FOR QUALITY

The following price adjustments based on quality determinations made in
accordance with Article 7 herein shall apply to shipment of Coal made
hereunder.
8.1 GROSS CALORIFIC VALUE:
If the Actual Gross Calorific Value at Loading Port is below or above
3,400 Kcal/kg (As Received Basis), then the Contract price per metric
ton shall be adjusted by the following formula:

Actual Gross Calorific Value (ARB)

Adjusted Price = Contract Price x --------------------------------------------
3,400 Kcal/ kg (ARB)

9 PAYMENT
100% Payment to be made by an Telegraphic Transfer (T/T) after complete
document to seller’s nominated bank plus 10% loading tolerance and premium
adjustment provided as per article 8.1 herein.

3
10 OTHERS
10.1 Commercial terms (quantity per shipment, delivery schedule and
others) will be agreed upon by the Parties in the agreement.
10.2 In the event that the commercial terms of the agreement cannot be
agreed upon by the Parties or the Parties fail tonot enter into
agreements based on this MOU within the MOU Period, the MOU
shall be considered automatically terminated.
10.3 This MOU shall be governed by and subject to the laws of the
Republic of Indonesia.
10.4 Provision of coal and schedule of barge services in accordance with
the approval of the first party. There is no demurrage for barges, there
is no penalty if the first party cannot fulfill the request stated in article
2.

All terms are the general points to understand both the pasties buyer and seller,
Actual terms will be discussed and agreed mutually and amended during the actual
sales.
The MOU is made in 2 (two) copies by the Parties, each duplicate having the same
legal power.

For Seller: For Buyer:

PT. Minemex Indonesia PT. Roundhill Capital Indonesia

C. Kumaresan Lely Indahsari

Director Attorney in Fact