Pledge of shares draft

1. PLEDGE OF SHARES AGREEMENT
On this day,
.
.
have appeared before me, [_______], Bachelor of Law, Notary, in [_______], in the presence of
the witnesses, known to me, Notary, who are mentioned at the end of this Agreement:
1. Mr. [_______], [_______] nationality, holder of [identity card/passport] number
[_______], residing in [_______], according to his statement in this matter acting in
his capacity as [_______] representing the Board of Directors of and as such for and
on behalf of ________________LTD, a company duly established, organized and
validly existing under the laws of Republic of Indonesia, having its legal domicile in
___________ 12780;
(________________LTD, including their successors in title and/or assignees shall
hereinafter referred to as “Pledgor”);
2. Mr. [_______], [_______] nationality, holder of [identity card/passport] number
[_______], residing in [_______], according to his statement in this matter acting as
[_______] representing the Board of Directors of and as such for and on behalf of
________________LTD, a limited liability company duly established, organized and
validly existing under the laws of the Republic of Indonesia, having its legal domicile
in _________________ 10210, (________________LTD, its successors in title and/or
assignees shall hereinafter be referred to as the “Pledgee” or the “Company”, as the
context may require).
The Pledgor and the Pledgee/the Company are hereinafter, where necessary, also collectively
referred to as the “Parties”.
The appearers, acting in the above-mentioned capacities, hereby firstly declare as follows:
(A) the Pledgor has entered into the CSPA (as defined below) with the Pledgee, a copy of
which have been shown to me. The CSPA provides, inter alia, for the pledge by the
Pledgor of its shares in the Company in favor of the Pledgee;
(B) the Pledgor is the legitimate registered owner of the Shares (as defined below);
(C) in compliance with the requirements of the CSPA, the Pledgor has, in furtherance of
the above, agreed to pledge all of the Shares, on the terms and conditions as contained
herein;
(D) to grant the security interest as described above, the Pledgor has obtained the approval of
its Board of Commissioners to pledge the Shares and other appurtenant rights described
herein, now or hereafter acquired, for and on behalf of the Pledgee, pursuant to this
Agreement;

2. 2
(E) the Pledgor recognizes and acknowledges that without the security interest as described
above in Recital (C), the Pledgee would not have agreed to enter into the CSPA and that
accordingly this Agreement is considered to be for the benefit of the Company and the
Pledgor;
NOW, THEREFORE, the appearers, acting in the above-mentioned capacities, declare that the
Parties covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, except to the extent that the context requires otherwise, the
following expressions shall have the following meanings:
“Agreement” means this Pledge of Shares Agreement;
“Business Day” shall have the meaning given to such term in the CSPA;
“Event of Default” means the failure of the Pledgor to execute deed of shares sale and
purchase (Akta Jual Beli) for whatever reason;
“CSPA” means Conditional Sale and Purchase Agreement dated 31 December 2013,
executed by and between the Pledgor and the Pledgee;
“Secured Obligation” means the proper performance by the Pledgor to execute the
deed of shares sale and purchase (Akta Jual Beli);
“Shares” means, as of the date of this Agreement, 15 (fifteen) ordinary paid up
registered shares bearing serial numbers _______ up to and including _______ of the
Company, each with a nominal value of ___________(____________) representing an
aggregate nominal value of ____________ (____________), which term includes all
rights and benefits attached to or arising in connection with the Shares existing and
from time to time arise in the future, inter alia:
(i) as a result of share splits or similar transactions in respect of the Shares;
(ii) in exchange, replacement or substitution of the Shares;
(iii) all dividends, interest, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Shares; all rights and privileges with respect to the Shares and
the other property referred to in the preceding sentence; and all proceeds of the
Shares of any of the foregoing and any property of any character whatsoever
into which the Shares or any of the foregoing may be converted; and

3. 3
(iv) bonus shares, preferential claims, rights to payments out of the reserves and
rights to any distributions upon liquidations.
1.2 Interpretation
In this Agreement, unless the context otherwise requires, capitalized terms not
otherwise defined herein shall have the same meaning given to such terms in the
CSPA and all rules of interpretation set out in the CSPA shall apply hereto as if the
same were set out in full herein.
ARTICLE 2
ESTABLISHMENT OF THE RIGHT OF PLEDGE
As a continuing security for the performance of the Secured Obligation of the Pledgor hereby
establishes in favor of the Pledgee, first right of pledge on the Shares and the Pledgee hereby
accepts such pledge from the Pledgor.
ARTICLE 3
DELIVERY/REGISTRATION AND SHARE CERTIFICATES
Immediately upon the execution of this Agreement immediately, the certificates relating to the
Shares will be delivered by the Pledgor to the Pledgee and the right of pledge contemplated by
this Agreement shall be registered in the Company's shareholders' register.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Pledgor, where relevant, hereby represents and warrants to the Pledgee, on each date that
any Secured Obligation is outstanding, as follows:
(a) it is a company duly established and validly existing under the laws of its place of
incorporation and is duly licensed and authorized to be engaged in the business in which
it has been engaged in the places of its business activities;
(b) all corporate and other action (including obtaining and maintaining all governmental
and creditor’s authorizations and consents) necessary to own and maintain the
ownership of the Shares, for the due execution, delivery and performance of this
Agreement (including but not limited to the transfer as the result of the enforcement of
the security interest created hereby, surrender and deliver the relevant share certificates)
have been obtained or taken and remain valid;

4. 4
(c) the obligations which are assumed hereunder by it constitute the legal, valid and binding
obligations enforceable against it in accordance with the terms and conditions of this
Agreement;
(d) it is not a party to or bound by any agreement or undertaking which limits or makes
subject to any conditions its right as a shareholder to sell, pledge or otherwise encumber
or dispose of the Shares;
(e) it is not a party to any dispute with respect to the Shares nor in any legal dispute
threatened against the Shares, nor any of the Shares subject to any dispute, seizure,
defense, set-off or counterclaim by any party;
(f) the execution and performance of this Agreement will not result in any contravention of,
or constitute a default under any agreement or law or order (including rules or
provisions regarding the preferential treatment of creditors), by which it or its assets are
bound or affected, or its constitutional documents or any limitation on powers of its
directors;
(g) no other event is outstanding which constitutes a default under any document which is
binding on the Pledgor or any of its assets to an extent or in a manner which adversely
affect the obligations of the Pledgor hereunder;
(h) no litigation, arbitration or administrative proceeding has been commenced or is
pending or threatened against the Pledgor, which would adversely affect the transactions
envisaged hereunder or the Pledgee’s rights in the Shares;
(i) there has been no material adverse change in the financial condition of the Pledgor since
the date of this Agreement which would adversely affect the transactions envisaged
hereunder or the Pledgee’ rights and interests in the Shares;
(j) the entry into by the Pledgor of this Agreement constitutes, and the exercise by it of its
rights and performance of its obligations under this Agreement will constitute, private
and commercial acts performed for private and commercial purpose;
(k) the Pledgor will not be entitled to claim immunity from suit, execution, attachment or
other legal process in any proceedings taken in its jurisdiction of incorporation in
relation to this Agreement;
(l) the execution and performance of this Agreement does not breach any applicable
government authorization or any other approval or authorization from any applicable
governmental agency with jurisdiction over it or the Shares (as the case may be);
(m) this Agreement will be effective to create in favor of the Pledgee, a legal, valid and
enforceable security interest to secure performance of the Secured Obligation, which
security interest is not and shall not be subject to any other security interest of equal or
prior ranking, on all of the Shares intended to be secured hereunder;

5. 5
(n) it has full right, title and interest in and is the legal owner of the Shares;
(o) the Shares represent 1% (one percent) of the existing issued and paid up share capital in the
Company;
(p) the Shares are validly issued, fully paid up, are fully entitled to all dividend paid or to be
paid thereon, are not pledged, assigned, encumbered or otherwise made subject to any lien
and, other than the pledge contemplated by this Agreement it is not aware of any effective
pledge, assignment, fiduciary transfer, security agreement, financing statement, powers of
attorney or other instrument similar in effect covering all or any part of the Shares;
(q) the Shares intended to be covered hereby exist and are uncontested, and it has no
knowledge of any fact which would impair the existence of the Shares or their validity;
(r) the certificates with respect to the Shares correctly identify, from time to time, the number
of Shares owned by it;
(s) all documents, papers and writings relating to the Shares, as well as the signatures
thereon, are genuine and represent in all respects what they purport to be, and have been
duly executed by the parties concerned;
(t) it has not granted any options or other rights of whatsoever nature in respect of the Shares
to any third party;
(u) it has not done or omitted to do any act or thing which has or may adversely affect its
rights in respect of the Shares;
(v) the Pledgor has no knowledge of any fact which would impair the existence of the Shares
or the validity of this Agreement under the terms hereof.
There are no restrictions under the articles of association of the Company or any other
documents in relation to the Shares for the creation of security interests contemplated under
this Agreement and the enforcement thereof.
ARTICLE 5
COVENANTS
With respect to itself only, the Pledgor hereby covenants and undertakes to the Pledgee as
follows:
(a) the Pledgor shall promptly obtain, maintain and comply with the terms of any
authorization required under any law or regulation to which it may be subject to in
relation to this Agreement, to enable it to perform its obligations under, or for the
validity or enforceability of this Agreement;

6. 6
(b) the Pledgor shall comply in all respects with all laws to which it is subject where
failure to do so has or is reasonably likely to adversely affect its obligations hereunder;
(c) the Pledgor may not enter into any amalgamation, de-merger, merger or reconstruction
which may adversely affect any interest of the Pledgee under this Agreement;
(d) all consents, licenses, disclosure requirements, registrations, approvals and
authorizations of or declarations to (as the case may be) the competent authorities in
the jurisdictions of any applicable laws have been obtained, or will be taken, if the
applicable laws require such consents, licenses, disclosure requirements, registrations,
approvals, authorizations or declarations from time to time, in order to make this
Agreement legal, valid and binding upon it and to enable it to perform its obligations
hereunder and to enable the Security Agent to exercise its rights against it hereunder
and to enforce the Pledgor’s obligations hereunder;
(e) the Pledgor shall refrain from conducting any act which leads or may lead to a reduction
in the value of the Shares, or which may impair the enforceability of the rights of the
Pledgee created under or pursuant to this Agreement;
(f) the Pledgor shall not (i) sell, dispose of, assign, transfer (direct and indirect), pledge, or
encumber in any other manner, any of the Shares, or (ii) subject, or attempt to subject,
any of the Shares to any other pledge, without the prior written consent of the Pledgee;
(g) the Pledgor shall promptly give to the Pledgee notice of any default by any of them of
the terms of this Agreement;
(h) if any of the Pledgor receives any income or distribution of money or property of any
kind from the Company in respect of the Shares after an Event of Default has occurred,
such Pledgor shall hold such income or distribution for the Pledgee;
(i) the Pledgor shall not take or permit the taking of any action which may result in the
rights attaching to any of the Shares being altered, without the prior written consent of
the Pledgee;
(j) the Pledgor shall not, without the prior written consent of the Pledgee, commence, or join
with any other person in commencing, any bankruptcy, reorganization, or insolvency
proceeding against the Company; the obligations of the Pledgor under this Agreement
shall not be altered, limited or affected by any proceeding, voluntary or involuntary,
involving the bankruptcy, reorganization, insolvency, receivership, liquidation or
arrangement of the Company, or by any defense which the Company may have by reason
of any order, decree or decision of any court or governmental authority in Indonesia
resulting from any such proceeding;
(k) the Pledgor shall not vote in favor of the following proposals made to the Company’s
general meeting of shareholders (including any other meetings of shareholders or
decision making process of shareholders), without the prior written consent of the
Pledgee:

7. 7
- a resolution to amend the Company’s articles of association which will or is
likely to prejudice the interests of the Pledgee;
- a resolution to dissolve or to merge the Company within the meaning of Chapter
VIII of the Indonesian Company Law (Law No. 40 of 2007);
- a resolution to dissolve or to liquidate the Company within the meaning of
Chapter X of the Indonesian Company Law (Law No. 40 of 2007)
- a resolution to issue shares in the share capital of the Company and a resolution
to grant rights to subscribe for shares in the share capital of the Company; or
- a resolution to grant authority for the acquisition by the Company of shares in its
own share capital.
(l) The Company will at all times, maintain and keep updated its shareholders’ register
and special shareholders’ register and permit authorized representatives of the Pledgee
to inspect the share register and special register books of the Company and the
Company hereby further authorizes the Pledgee or any authorized representatives of
the Pledgee to inspect the share register book and will further provide the Pledgee with
the necessary documentation to enable the Pledgee to achieve such purpose.
ARTICLE 6
ENFORCEMENT
If an Event of Default has occurred, the Pledgee shall have the following rights and may take any
of the following actions:
(a) The Pledgee may take whatever action that, in its sole discretion, it deems necessary to
protect the Pledgee’s rights hereunder (although it will be under no obligation to take any
such action), including without limitation to sell or otherwise disposing all of any part of
the Shares through auction or by private sale, with priornotice, at whatever time, location
and price, and to whatsoever party and on such terms and conditions, as the Pledgee may
deem fit and appropriate and as permitted by any applicable law and take all other actions
in respect of such enforcement vis-à-vis the Company or any other person. The Pledgee
and its agents shall incur no liability to the Pledgor or the Company to obtain the best
price possible for the Shares, and neither the Pledgee nor its agents shall be responsible
or held liable for any loss suffered by any person arising out of or in connection with any
sale of the Shares, provided that such sale is carried out as required under Indonesian
law.
The Pledgor hereby waives any and all of its rights of first refusal and its rights in
respect of other share transfer restrictions under the articles of association of the
Company or any other documents in relation to the Shares.
The Pledgee or any other person may be the purchaser, lessee, assignee or recipient of
any or all of the Shares so disposed of and thereafter hold the same absolutely free
from any claim or right of whatsoever kind, including any right or equity of
redemption (statutory or otherwise), of the Pledgor.

8. 8
The Pledgor shall fully co-operate with respect to any action taken by the Pledgee as
provided in this Article 6. The Pledgor shall from time to time executes and deliver to
the Pledgee any agreement, power of attorney or other document requested by the
Pledgee. The Pledgor shall give effect to the provisions of this Article and shall take no
action to limit or diminish the rights of the Pledgee hereunder. The Pledgor hereby
waives all rights and agrees not to assert any interest, claim or right of redemption, with
respect to the Shares against any person or entity that purchases or otherwise obtains the
Shares, whether or not that interest, claim or right may exist under the laws and
regulations of the Republic of Indonesia.
(b) The Pledgee may, if an Event of Default has occurred, demand, sue for, collect or receive
any money or property at any time payable or receivable on account of or in exchange for
any of the Shares, but shall be under no obligation to do so.
(c) All dividends and distributions on the Shares shall be paid:
(i) prior to the occurrence of an Event of Default; and
(ii) on and following the occurrence of an Event of Default, directly to the Pledgee
exercise any available right to declare any Secured Obligation due and payable or
seek or pursue any other relief or remedy available under applicable law or under
this Agreement.
ARTICLE 7
POWER OF ATTORNEY
In order to protect the Pledgee’s rights under this Agreement, the Pledgor hereby grants to the
Pledgee full right and power of attorney, with full right of substitution, when necessary to take in
its own discretion any and all actions (in the name and on behalf of the Pledgor or otherwise) to:
(a) on and following the occurrence of an Event of Default:
(i) with prior notice to the Pledgor, sell or transfer the Shares or any part thereof by
any means whatsoever, including, without limitation, the authority to sign on
behalf of the Pledgor any agreement of transfer or any other documents required
or deemed necessary or desirable by the Pledgee and to take any other actions
which the Pledgee deems necessary to conclude the sale and effect the transfer,
including without limitation, the authority to, at any time and from time to time,
appear before the competent authorities or any notary, to negotiate, determine and
enter into contracts in whatever form concerning or in connection with the sale,
transfer, surrender or registration of the Shares, to give all information, and to do
and carry out all other actions or deeds whatsoever which, in the opinion of the
Pledgee in its sole discretion, are required or necessary concerning or in
connection with the transfer or sale of the Shares; and

9. 9
(ii) exercise any and all rights with respect to the Shares, including without limitation
the rights to attend any and all general meetings of shareholders of the Company;
to vote the Shares at any such meeting in such manner as the Pledgee may deem
appropriate; to give shareholder approval in lieu of a general meeting; to receive
notices of any liquidation or dissolution of the Company and to receive the
Pledgor’s share of the Company’s assets or the proceeds thereof in the event of
any voluntary or involuntary liquidation or dissolution of the Company; and
(b) request and receive, in accordance with the Company’s articles of association, one or
more certificate(s) to replace any certificate delivered to the Pledgee in accordance with
this Agreement.
The power of attorney granted in this Article 7 and all other powers granted herein forms an
integral and inseparable part of this Agreement without which this Agreement would not have
been entered into and shall be irrevocable during the time that any part of the Secured Obligation
remain outstanding and have not been terminated (and the Pledgor hereby waives the
applicability of the provisions of Articles 1814 and 1816 of the Indonesian Civil Code) and no
such power of attorney shall terminate for any reason mentioned in Article 1813 of the
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata Indonesia), or for any other
reason whatsoever.
ARTICLE 8
TAXES
The Pledgor hereby represents and warrants that all taxes, charges, fees, duties and
assessments with respect to the Shares owned by it have been fully paid, and agrees to pay
promptly any and all taxes, charges, fees, duties and assessments which may be levied or
become due with respect to its Shares in the future. In the event that the Pledgee, in its
absolute discretion, elects to pay any such expenses, then the Secured Obligation shall be
deemed to be increased by the amount thereof.
ARTICLE 9
THE COMPANY'S ACKNOWLEDGEMENT
The Company acknowledges the right of pledge created hereunder and undertakes forthwith
upon the date hereof to register such right of pledge in the Company's shareholders’ register
pursuant to Article 60 of the Indonesian Company Law (Law No. 40 of 2007). The Company
agrees that this acknowledgement and the registration of the pledge in the Company's
shareholders’ register also constitutes the evidence that the pledge of the shares contained in
this Agreement has been notified to the Company as far as is required by Article 1153 of the
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata Indonesia).

10. 10
ARTICLE 10
CERTIFICATION OF EVENT OF DEFAULT AND
DETERMINATION OF AMOUNTS OWING
10.1. The Parties hereto agree that for the purpose of exercising the Pledgee’ rights to the
Shares: (i) the occurrence of the Event of Default shall be conclusively evidenced by a
certificate from the Pledgee to that effect and (ii) any persons dealing with the Pledgee
may rely upon a certificate from the Pledgee certifying that the Event of Default has
occurred.
10.2. In exercising any right of collection under this Agreement, it shall not be necessary for
the Pledgee to prove the amount owing by the Pledgor in respect of the Secured
Obligation, and the Pledgee shall be entitled for the purpose of exercising the rights of
the Pledgee hereunder to determine such amounts then due and payable by the Pledgor
and all expenses which are to be borne by the Pledgor on the basis of the Pledgee’s
books and records.
ARTICLE 11
NOTICES
11.1 Except if served by a court bailiff (juru sita), all notices under or in connection with
this Agreement shall be in English language (except where required by applicable law
to be in the Indonesian Language, in which case they will be accompanied with a
sworn English translation simultaneously) and shall be (a) in writing (including
facsimile) and (b) faxed or sent by overnight courier (if for domestic delivery) or
internationally recognized courier service (if for overseas delivery) to a party hereto at
its address and contact number specified in Article 11.2, or at such other address and
contact number as is designated by such party in a written notice to the other parties
hereto. All such notices shall be effective (a) if sent by facsimile, when sent (on
receipt of confirmation) and (b) if sent by courier, (x) one (1) day after timely deposit
with an overnight courier if for domestic delivery and (y) three (3) days after timely
deposit with an internationally recognized courier service if for overseas delivery;
provided, however, that (i) no notice to the Security Agent shall be effective until
received by the Security Agent, and (ii) any notice given by facsimile shall be deemed
received on the recipient's next Business Day if such notice is received after 5:00 p.m.
(recipient's time) or on a non-Business Day.
11.2 The address and facsimile number of Pledgor:
Address : _______
For the Attention of : _______
Fax number : _______
The address and facsimile number of the Pledgee/the Company:
Address : _______
For the Attention of : _______

11. 11
Fax number : _______
or to such other address or facsimile number or for the attention of such other person
as a party may from time to time notify to the other parties in accordance with
provisions of this Article.
ARTICLE 12
COSTS AND EXPENSES
The Pledgor shall pay the legal and other professional fees and costs of consultants and
advisors to the Pledgee and travel expenses and other out-of-pocket costs incurred by the
Pledgee and any of their respective directors, officers, employees, agents, representatives,
attorneys and such consultants and advisors in connection with the preparation, negotiation,
execution, perfection and delivery, and where appropriate, registration of this Agreement and
amendments thereof (and all matters incidental thereto) as contemplated by this Agreement,
and the costs, charges and expenses incurred by the Pledgee and their respective directors,
officers, employees, agents, representatives, attorneys and such consultants and advisors in
connection with the administration of the transactions contemplated by this Agreement and
the exercise, preservation or enforcement of any of their respective rights under this
Agreement or any amendments, waivers or consents required under this Agreement.
ARTICLE 13
APPLICATION OF ENFORCEMENT PROCEEDS
13.1 The proceeds of any enforcement of any right or remedy granted to the Pledgee of the
security created hereunder shall be applied against the Secured Obligation as provided
in this Agreement.
13.2 The remaining balance, if any, of such proceeds of enforcement shall only be paid to
the Pledgor after satisfaction in full of all amounts owing to the Pledgee with respect
to the Secured Obligation as provided in Article 13.1 above.
ARTICLE 14
CONTINUING SECURITY INTEREST
14.1 It is understood and agreed by the Pledgor that the pledge of Shares by the Pledgor of
their rights, title and interests in, to and over the Shares pursuant to this Agreement is
a continuing right and security for payment to the Pledgee of all amounts that may
now or hereafter from time to time be owing to the Pledgee by the Pledgor in respect
of the Secured Obligation and this Agreement shall not be terminated and the security
created hereunder shall not be regarded as discharged or satisfied, until full and final
payment and repayment by the Pledgor, of all the Secured Obligation.
Notwithstanding the foregoing, the Pledgee’s rights to an indemnity under this
Agreement shall survive any termination or notice of termination hereof.

12. 12
14.2 It is hereby further agreed by the Pledgor that the security created under this
Agreement shall not be considered as discharged or satisfied by any intermediate
payment or satisfaction of any part of the Secured Obligation but shall be a continuing
right and security and extend to cover all and any sum of money that shall for the time
being constitute the Secured Obligation and the Pledgor shall continue to be liable for
the unpaid balance with respect thereto to the date of payment or discharge thereof.
ARTICLE 15
INDEPENDENT SECURITY INTEREST
The security interest given hereunder by the Pledgor shall be in addition to and shall be
independent from every other security interest which has at any time been, or may at any time
be, created by the Pledgor, the Pledgor or any third parties in favor of the Pledgee for the
Secured Obligation. The Pledgee may exercise its rights under this Agreement and enforce
this Agreement against the Pledgor pursuant to the terms and conditions of this Agreement,
notwithstanding, and independent from, any other security interest created in favor of the
Pledgee by the Pledgor, or any third parties. Further, the execution and/or enforcement of any
other security document is not intended to modify or supersede the security interest or any
rights or obligations contained in this Agreement and shall not in any way affect, impair or
invalidate the effectiveness and validity of this Agreement or any term or condition hereof
and the Pledgor is not entitled (and to the extent necessary, the Pledgor hereby waives its
rights) to plead or claim in any court the execution and/or enforcement of any other security
documents as a cause for extinguishing, invalidating, impairing or modifying the effect and
validity of this Agreement and any term or condition contained herein.
ARTICLE 16
INDEMNIFICATION
The Pledgee and any of their respective directors, officers, employees, agents, representatives
and attorneys shall be immediately indemnified in full by the Pledgor and held harmless, on
first demand, from and against any and all actions, claims, penalties, damages, demands,
proceedings, judgments, causes of action, losses, liabilities, costs, charges, expenses and other
liabilities (including without limitation all services, value added and other duties or taxes
payable on such costs, charges and expenses and the costs and expenses of legal advisors and
other experts) which may be brought against, suffered or incurred by the Pledgee and any of
their respective directors, officers, employees, agents, representatives and attorneys as a result of
or in connection with (i) any breach of any of the obligations, warranties or undertakings
made or assumed by the Pledgor under this Agreement, (ii) the existence or use of the rights
conferred on the Pledgee in this Agreement, and (iii) the perfection, exercise, enforcement or
the preservation of any rights, power or duty under this Agreement, or any other matter in
connection with this Agreement.

13. 13
ARTICLE 17
WAIVER AND CUMULATIVE RIGHTS
The Pledgee shall be under no obligation to enforce any right or benefit hereunder. The
Pledgor agrees that no failure or delay or omission on the part of the Pledgee to exercise any
right, power or privilege hereunder shall operate or be construed as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege hereunder preclude any further
exercise thereof or the exercise of any other right, power or privilege. The right and remedy
herein provided are cumulative and not exclusive of any right or remedy provided by law.
ARTICLE 18
TERMINATION AND RE-ASSIGNMENT
Upon termination of the security interest, the Pledgee shall immediately, at the Pledgor’s cost
and expense, duly re-assign and deliver the Shares and its right to the Pledgor and shall
execute and deliver to the Pledgor such documents required for the termination of this
Agreement. Such termination shall be without recourse to or warranty from the Pledgee.
For the avoidance of doubt upon termination of the security interest, all the power of attorney
which has given by the Pledgor to the Pledgee shall be revoked, invalid and null and void.
ARTICLE 19
SEVERABILITY
In the event that any one or more of the provisions of this Agreement should be or become
invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby, and the Parties shall enter into negotiations in good faith to
replace the invalid, illegal or unenforceable provision.
ARTICLE 20
AMENDMENT, ASSIGNMENT AND BINDING EFFECT
This Agreement may be amended, by an instrument in writing signed by the Parties. This
Agreement shall be binding upon and inure to the benefit of the respective successors and
assignees of the Parties hereto; provided, however, that the Pledgor or the Company may not
assign its rights or obligations hereunder.
The Pledgee may at any time with prior notice to the Pledgor, assign, grant a participation in
or otherwise transfer all or any part of its rights and benefits under this Agreement, and in that
event such assignee(s), grantee(s) or transferee(s) of such Pledgee, as the case may be, shall
automatically become vested with such rights, interest and privileges of such Pledgee under
this Agreement without loss of priority.

14. 14
ARTICLE 21
LANGUAGE
21.1 In compliance with Law No. 24 of 2009 regarding National Flag, Language, Emblem
and Song, the Parties hereby execute this Agreement in English and Indonesian
languages.
21.2 In the event of inconsistency between the Bahasa Indonesia version and the English
version, the English version shall prevail.
ARTICLE 22
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
Republic of Indonesia.
ARTICLE 23
JURISDICTION
The Pledgor agrees that any legal action or proceeding arising out of or in connection with
this Agreement may be brought before the District Court of Central Jakarta and it irrevocably
submits to the non-exclusive jurisdiction of such court and selects the Registrar's office of
such court as its general and permanent domicile for the purposes of this Agreement only.
The submission by the Pledgor to such jurisdiction shall not (and shall not be construed so as
to) limit the right of the Pledgee to commence any action or proceeding arising out of or in
connection with this Agreement in any jurisdiction whatsoever it may deem fit nor shall the
commencement of any such legal action or proceeding in one jurisdiction preclude the
Pledgee from commencing any further or other legal action or proceeding in the same or any
other jurisdiction.
THE appearers are known to me, Notary.
-------------------------------------IN WITNESSETH WHEREOF -------------------------------
This Deed is drawn up in minutes (minit), read and duly signed in Jakarta, on the day and date
mentioned in the preamble of this Deed, in the presence of _______, Sarjana Hukum and
_______, Sarjana Hukum, both assistants of the Notary, residing in ________, as witnesses.
This Deed, after having been duly read out by me, Notary, to the appearers and the witnesses, is
signed immediately by the appearers, the witnesses and by me, Notary.