PTFI9TFI DRAFT MAY 1619, 2019

AMENDED AND RESTATED LAND LEASE AGREEMENT

This AMENDED AND RESTATED LAND LEASE AGREEMENT (the “Agreement”) is made
and entered into as of [*] by and between:

1. PT Berkah Kawasan Manyar Sejahtera, a limited liability company established

under the laws of the Republic of Indonesia, domiciled in Gresik and having its
registered office at Jalan Raya Manyar Km.11 Manyar, Regency of Gresik, East Java
(further referred to in this Agreement as “BKMS”), in this matter is being represented
by [*] acting in [his] capacity as the [*] and therefore acting for and on behalf of
BKMS; and

2. PT Freeport Indonesia, a limited liability company established under the laws of the
Republic of Indonesia, domiciled in South Jakarta and having its registered office at
Plaza 89, JI. HR. Rasuna Said Kav. X-7 No. 6, South Jakarta (further referred to in
this Agreement as “PTFI”), in this matter is being represented by Clayton Wenas
acting in his capacity as the President Director and therefore acting for and on behalf
of PTFI.

RECITALS:

A. BKMS is a limited liability company that owns, operates and manages the industrial
estate part of Java Integrated Industrial and Port Estate, located in Gresik Regency,
East Java (“JIIPE”).

B. BKMS is in possession or will possess and is or will be the lawful owner of the Land
(as defined in Section 1), which is part of JIIPE, and PTFI requires the Land and
certain ancillary services and facilities to be used for the development, construction
and operation of the Project (as defined in Section 1).

C. In addition to the Land, PTFI requires access to a port and will require port services
to support the supply of raw materials to the Project and the distribution or export of
the products from the Project.

D. In relation to Recital C, BKMS, through BMS an Affiliate of BKMS (as defined in

Section 1), will have the capability to provide access to a port and provide port
services to PTFI for the supply of raw materials to the Project and the distribution or
export of the products and by-products from the Project.

E. BKMS and PTFI previously entered into (i) a Land Lease Agreement No. 088/DIR-
BKMS.01/VI/2015 and No. SMI1500012-001 dated 21 June 2015 (the “2015 Land
Lease Agreement”) and (ii) the Conditional Reimbursement Agreement (described
in Section 1 below).

F. BKMS and PTFI now wish to enter into this amended and restated land lease
agreement to replace the 2015 Land Lease Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the covenants made
in this Agreement, each of the Parties hereby agrees as follows:

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1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, including the recitals which are incorporated in, and made a part
of, this Agreement, the following words and expression has the meaning ascribed to
them below:

“2015 Land Lease Agreement” is defined in Recital E;

“3.5 Meters Elevation Handover” for an Area means the completion of the 3.5
Meters Site Elevation Work for that Area as will be confirmed by a topography survey
and stated in and evidenced by minutes of completion and handover mutually
agreed and signed by the Parties;

“3.5 Meters Site Elevation Work” means all activities required of BKMS on the Land
which includes (i) stripping of any topsoil to prevent further vegetation growth on the
land; (ii) all necessary land filling and compaction to increase the current elevation of
the Land to LWS +3.5 meters; and (iii) all other relevant and necessary activities, all
subject to the execution plan and schedule set forth in Exhibit B of this Agreement;

“Affiliate” means any entity which directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with, a Party.
Control (or its derivations) is presumed to exist whenever one person or entity holds,
directly or indirectly, through one or more intermediaries, twenty percent (20%) or
more of the outstanding voting shares or interests in another entity;

“Agreement” has the meaning ascribed to it in the preamble.

“AJB” means deed of sale and purchase for land or deed of relinquishment of title or
other necessary documents under the prevailing laws and regulations in relation to
transfer of title on land;

“AMDAL” means Environmental Impact Assessment Study (Analisa Mengenai

Dampak Lingkungan Hidup) of BKMS for the JIIPE Industrial Estate.

“Area” means any or some or all of Area 1, Area 2, Area 3, Area 4, and Area 5A as
the context requires;

“Area 1” means the first portion of the Land described in light blue colour in Exhibit A
having an area of about 35.2 ha on which 3.5 Meters Site Elevation Work is to behas
been completed;

“Area 2” means the second portion of the Land described in pink colour in Exhibit A
having an area of about 23.9 ha on which 3.5 Meters Site Elevation Work is to behas
been completed;

“Area 3” means the third portion of the Land described in green colour in Exhibit A
having an area of about 21.4 ha on which 3.5 Meters Site Elevation Work is to be has
been completed;

“Area 4” means the fourth section of the Land described in yellow colour in Exhibit A
having an area of about 22.4 ha on which 3.5 Meters Site Elevation Work is to be
completed;

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“Area 5A” means the final section of the Land (located in the Reclamation License
area) described in green colour in Exhibit A having an area of about 0.92 ha on which
3.5 Meters Site Elevation Work is to be completed;

“BKMS” means PT Berkah Kawasan Manyar Sejahtera, including its successor and
permitted assigns;

“BKMS Infrastructure Facilities” means the infrastructure facilities and services

within JIIPE and located outside the Land, that BKMS will develop and provide for the
benefit and use of PTFI and other tenants, that will be the subject of separate service
and supply agreements between BKMS and PTFI and pursuant to which BKMS will
impose charges to be agreed and set forth in those agreements. Such facilities and
services will include amongst others electricity (including installation of a cable and
provision of electricity to PTFI’s on site construction office located on the Land),
water, waste water, gas and telecommunication infrastructures (including internet
connections and related facilities for PTFI’s on site construction office located on the
Land), and trash collection (initially to be charged separately and later to be included
in a BKMS service fee agreement consistent with JIIPE Industrial Regulationsonce
the Project commences operations); Commented [HU1]: PTFI need detail the fees that
PTFI have to pay

“BMS” means PT Berlian Manyar Sejahtera, a limited liability company established

under the laws of the Republic of Indonesia, domiciled in Surabaya and having its
registered office at Jl. Perak Timur No. 620, Kelurahan Perak Utara, Kecamatan
Pabean Cantian, Surabaya, East Java and the business activities located in Jl. Raya
Manyar KM 11, RT. 002, RW. 02, Manyarejo Village, Kecamatan Manyar, Gresik
Regency, and having a main line of business as the port operator at JIIPE;

“BPN” means the National Land Office having authority in Gresik Regency;

“BMS HOA” means the Heads of Agreement to be entered into by BMS and PTFI
setting forth, among other things, the material terms for the design, construction,
ownership, use and operation of the Conveyors and Pipelines Causeway, the PTFI
Wharf, and utilization of certain equipment on the PTFI Wharf and the granting of a
lease and related easements or rights of way by BMS to PTFI;

“Common Areas and Facilities” means all common areas and facilities within JIIPE
and located outside the Land, including but not limited to those provided by BKMS
from time to time for the non-exclusive or common use by BKMS, PTFI, and other
tenants and other persons allowed to use the same, including electricity (including
installation of a cable and provision of electricity to PTFI’s on site construction office
located on the Land), water and telecommunication infrastructures (including internet
connections and related facilities for PTFI’s on site construction office located on the
Land), access to of the BMS port ‘free of charge’, access to the BMS port area, roads
(including all roads existing on the date hereof including any haul roads under the
control of BKMS), rights of access, footpaths, street lighting, common security, trash
collection, storm water runoff, common lawns and gardens, public entrances,
religious facilities, outdoor meeting points, parks, and open areas;

“Conveyor and Pipeline Causeway” means the road, trestle, bridge, conveyors,
cables, cable trays, materials and equipment, pipes, pipelines for, or related to, the
intake and return of seawater, and for, or related to, the transportation and/or storage

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of copper concentrate and other raw materials, copper cathode, anode slimes,
sulfuric acid, slag, gypsum, and other products and by-products produced by either
the CSR or PMR, and natural gas, water, effluent, other liquids and gases of every
nature and type, or any other substance that can be transported by conveyor or
pipeline running to and from the perimeter of the CSR across the Land and the BMS
reclaimed island to the PTFI Wharf as depicted on Exhibit D -1, Exhibit D - 2 and
Exhibit D - 3 hereto and related easements and rights of way;

“Conditional Reimbursement Agreement” means the Site Access and Conditional

Reimbursement Agreement dated February 8, 2019 between the Parties;

“Contract Year” shall mean eacha period of twelve (12) months of the Term of this
Agreement, with the first Contract Year commencing as of the Effective Date ;

“CSR” means the copper smelter and refinery and ancillary infrastructure and related
facilities and infrastructure including power, oxygen, water and waste treatment, the
Conveyors and Pipelines Causeway and PTFI Wharf, that PTFI intends to develop,
construct, own and/or operate (or cause an Affiliate or third party to develop,
construct, own and/or operate) to process approximately 2.0 million tons per annum
of copper concentrates to produce copper cathode and certain by-products;

“Effective Date” means the date of signing this Agreement10th May 2019;

“Escrow Agreement” means the Escrow Agreement made between BKMS and PTFI
on 1st March 2019;

“Force Majeure” means any act of God, natural disaster, flood, fire, war, riot, civil
commotion, natural catastrophe, strike, act of government, change of law, or other
like or unexpected causes beyond the reasonable control of, or not preventable by
reasonable diligence;

“Government” means the government of the Republic of Indonesia or any ministry,

department or political subdivision thereof;

“Gresik Port Authority” means The Harbormaster Office and Class II Port Authority
of Gresik (Kantor Kesyahbandaran dan Otoritas Pelabuhan Kelas II Gresik);

“HGB” means the right to build over the Land issued by BPN;

“HOA” means the Heads of Agreement to be entered into by PTFI and BKMS setting
forth the key commercial terms and planning for definitive project agreements to be
negotiated for the Project;

“IDR” means Indonesian Rupiah;

“Initial Lease Period” means the period from 10 May 2019the Effective Date until
three years from the Effective Date;

“JIBOR” means the Jakarta Interbank Offered Rate, the average interest rate for a
three (3) month period at which term deposits are offered between prime banks in the

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Indonesian interbank market, as published on Bank Indonesia's website on the bank

business day (as defined in Section 13) immediately preceding the actual reference
date;

“JllPE” has the meaning ascribed to it in Recital A;

“JllPE'sJllPE Estate RegulationRegulations” means the industrial estate

regulationregulations prepared by BKMS as per Exhibit E;

“JllPE'sJllPE Utility RegulationRegulations” means general regulation for

utilityutilities prepared by BKMS as per Exhibit F; Commented [M&T2]: We need to review and
translate JIIPE’s Utility Regulation.
“Kali Mati Land” means that certain portion of the Land with area of about 3.8 ha
formerly constituting a river bed as described on Exhibit A-2 that is now in
possession of BKMS and which is in the process of being acquired by BKMS;

“Land” means the area within JIIPE described on Exhibit A, with coordinates as
described on exhibit A-1, as there shown divided into five (5) sections, i.e., Area 1,
Area 2, Area 3, Area 4 and Area 5A of approximately 103.82 hectares, together with
any and all rights, privileges and other easements or rights of way belonging, or
pertaining thereto; provided that the Land shall not include the Laydown Area;

“Laydown Area” means approximately one hundred and twenty five (125) hectares
within JIIPE to be utilized by PTFI and its contractors and subcontractors for a
laydown area to support the construction of the Project. PTFI’s contractors will enter
into separate agreements with BKMS regarding the area of JIIPE that will constitute
the Laydown Area and the terms of use. The Laydown Area will be returned to BKMS
after the completion of the construction phase of the Project as per separate
agreements.

“LWS” means the value of Z in benchmark at JIIPE based on 2012 report of

Indokoei;

“Party” or “Parties” means a party or the parties to this Agreement;

“PMR” means the precious metals refinery that PTFI (or an Affiliate) intends to
develop, construct, own and/or operate (or cause an Affiliate or third party to develop,
construct, own and/or operate) to process the anode slimes produced as a by-
product of processing copper concentrate;

“Project” means the project of PTFI to develop, construct, operate and maintain the
CSR, the PMR and in connection therewith that part of the Conveyor Pipeline and
Causeway that is on the BKMS part of JIIPE;

“PTFI Wharf” means the wharf and related facilities to be designed, constructed,
owned, used and operated by PTFI or an Affiliate as contemplated byto be located at
the BMS HOAport area;

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“Reclamation License” means the Minister of Transportation Decree No. KP 810 of

2018 dated 17 May 2018 on The Grant of Permit to PT Berkah Kawasan Manyar
Sejahtera to Carry Out Reclamation Work in Working Area and Interest Area of
Gresik Port in East Java Province, as may be amended from time to time;

“Rent” means rent to be paid by PTFI to BKMS as described in Section 4.1 of this
Agreement;

”Tanjung Perak Port Master Plan” means the integrated Port Master Plan of
Tanjung Perak Port and its surrounding ports as provided under the Minister of
Transportation Decree No. 783 of 2017 on The Integrated Port Master Plan of
Tanjung Perak Port and Its Surrounding Port of East Java Province as may be
amended from time to time, including its replacement thereto;

“Term” means the total period of the lease under this Agreement including any
extensions and renewals of this Agreement, as determined in Section 3.1; and

“UKL - UPL” means Environmental Management Effort and Environmental

Monitoring Effort (Usaha Pengelolaan Lingkungan Hidup dan Usaha Pemantauan
Lingkungan Hidup) of PTFI related to the Project.

“VAT” means value added tax known as PPN imposed by the Government under
Law No. 8 of 1983 on Value Added Tax as amended from time to time.

1.2. Words importing the singular number include the plural and the masculine gender
includes the feminine or neuter and vice versa and words importing persons include
corporations and vice versa.

1.3. If under this Agreement any act, matter or thing is to be done on a day that is not a
business day in the place in which it is to be done, then such act, matter or thing shall
be done on the next succeeding business day in that place. In this Agreement
"business day" means a day except Saturday, Sunday or a statutory holiday in the
jurisdiction of the addresses.

1.3.1.4. List of Exhibits

a. Exhibit A - Description of Land
b. Exhibit B - 3.5 Meters Site Elevation Work
c. Exhibit C - Form of Land Purchase Deed
d. Exhibit D - Map Showing the Conveyor and Pipeline Causeway
e. Exhibit E - JllPE'sJllPE Estate RegulationRegulations
f. Exhibit F - JllPE'sJllPE Utility RegulationRegulations
g. Exhibit G – Ratification Form

2. LEASE PURPOSE AND OBJECT

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2.1. BKMS hereby leases, and PTFI hereby takes on the lease of, the Land with effect for
each of Areas 1 through 5A as of the date of the 3.5 Meters Elevation Handover for
such Area, together with such rights as specified elsewhere in this Agreement,
subject to the terms and conditions of this Agreement.

The order of priority to satisfy 3.5 Meters Site Elevation Work is as follows:

a. Area 1;
b. Area 2;
c. Area 3;
d. Area 4; and finally
e. Area 5A,

it being understood that 3.5 Meters Site Elevation Work could be conducted on more
than one Area at a time, in accordance with the schedule set forth in Exhibit B.

2.2. PTFI shall use and occupy the Land only for the Project, and other ancillary uses
related thereto, or any other legal use which is reasonably comparable to the Project,
and for no other purpose.

BKMS agrees and acknowledges that all plant, facilities and infrastructure and other
immovable assets constructed by PTFI on the Land for the Project (“PTFI
Facilities”) are the property of PTFI in which PTFI has full legal ownership, and
BKMS shall separately confirm such agreement and acknowledgement in writing
upon request of PTFI or its lenders for purposes of PTFI’s financing of the Project
including as intended by Section 5.1 (g), or for other purposes including if the laws of
Indonesia allow for certificates of ownership to be issued with respect to ownership of
immovable assets separate from the underlying land to which the immovable assets
are attached.

2.3 The lease of the Land to PTFI includes access and egress to and from, and
operation, maintenance and repair of, the BKMS Infrastructure Facilities and the
Common Areas and Facilities subject to the terms and conditions set forth in the
service and/or supply agreements of the BKMS Infrastructure Facilities.

3. TERM

3.1. Unless earlier terminated in accordance with the terms of this Agreement, this
Agreement shall be effective for the Initial Lease Period.

PTFI has the right to extend this Agreement upon mutual agreement between the
Parties the same terms and conditions for two (2) further consecutive periods of ten
(10) years each by providing written notice to BKMS no later than three (3) months
prior to the commencement of any such extension period. Commented [HU3]: Automatic renew ?

Alternatively, tThe Parties shall work together in good faith to enter into a subsequent
lease agreement to supersede this Agreement, the terms and conditions of which will
be mutually agreed to by the Parties.

4. RENT

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4.1. The Rent for the Land is fixed [equivalent of USD 7.5] per square meter per year for
the Initial Lease Period and the first five (5) years of the first extension of this
Agreement.

Thereafter, PTFI and BKMSshallBKMS shall attempt to reach an agreement on the

applicable Rent for the remainder of the then currentsuch first ten (10) year first
extension period (i.e., a five year period).

In the event PTFI exercises its option to extend the Agreement for a second ten year
period, the Parties shall attempt to reach agreement on the applicable Rent for such
extension period based on two (2) consecutive previous leasing period. Commented [DAS4]: BKMS to consider: inflation rate,
currency exchange rate & applicable market rate and
In the event negotiations between PTFI and BKMS cannot reach mutual agreement
such negotiations are unsuccessful, the Rent for the extension period shall be
second ten year period shall be determined on the basis of two (2) consecutive five
(5) year periods pursuant to the appraisal mechanism described in the paragraph
below.

If in any case the Parties fail to agree on the applicable Rent within sixty (60) days
after commencement of negotiations, PTFI BKMS shall appoint an independent
appraiser from the ‘top four’ independent appraisers registered in Indonesia Financial
Services Authority (Otoritas Jasa Keuangan/OJK) and having affiliation with an
internationally renowned appraisal firm. The independent appraiser shall determine
the applicable Rent based on the appraised market value in accordance with the
applicable international standards for like industrial properties in USD on a per
square meter basis. Such determination of the applicable Rent by the independent
appraiser shall be binding on both parties absent from any fraud or willful
misconduct.

The fees and expenses payable to the appraiser shall be shared equally by the
Parties.

During the Initial Lease Period and the first five (5) years of the first extension of this
Agreement, the Rent for the Land shall be IDR [equivalent of USD 7,786,500] per
annum and the Rent for the first year shall be payable one (1) year in advance
calculated as of the Effective Date..

Subsequent rent shall fall due three (3) months before the anniversary of Effective
Date.

Rent for each year of the Initial Lease Period and any extension of this Agreement
shall be payable in accordance to the table set out below:

Contract Year Payment Milestone Rents Schedule Formatted: Highlight

Year 1 :Year 1 (one Upon the execution of the [IDR equivalent of USD
Formatted: Highlight
calendar year to 1st Agreement: 2.000.000]
anniversary of Effective
Date):

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Upon completion of 3.5 [IDR equivalent of USD Formatted: Highlight

Meters Elevation 2.000.000]
Handover of the Land:
Upon BKMS obtaining [IDR equivalent of USD Formatted: Highlight
HGB title to the Land 1.000.000]
(other than Area 5A and
the Kali Mati Land):
Upon BKMS obtaining All remaining annual Formatted: Highlight
HGB title over Kali Mati Rent (except for amounts
Land withheld due to failure to
achieve payment
milestones which shall be
payable pursuant to Note
1 below)

Formatted: Highlight
Year 2 :Year 2 (one Upon commencement of [IDR equivalent of USD
Formatted: Highlight
calendar year to 2nd Year 2 of the Agreement 2.500.000]
anniversary of Effective
Date):
Upon BKMS obtaining [IDR equivalent of USD Formatted: Highlight
three (3) consolidated 3.500.000]
HGB title certificates
covering the entirety of the
Land (other than Area 5A)
Upon BKMS obtaining All remaining annual Formatted: Highlight
HGB over HPL title over Rent (except for amounts
Area 5A withheld due to failure to
achieve payment
milestones which shall be
payable pursuant to Note
1 below)
Formatted: Highlight
Year 3 (one calendar Upon commencement of All annual Rent
Formatted: Highlight
year to 3rd anniversary of Year 3 of the Agreement
Effective Date) and any and upon commencement
subsequent years of of each applicable
extension of this extension period year
Agreement:

Note 1:

Rent shall be due and payable by PTFI within ten (10) days of PTFI’s receipt of the
invoice issued by BKMS and described below following the completion or the
occurrence of the relevant payment milestone set forth above.
In the event BKMS fails to reach a payment milestone in the prescribed year, the
Rent payment obligation of PTFI with respect to that payment milestone shall
remain valid in subsequent years but shall only be payable upon reasonable
satisfaction to PTFI that such payment milestone has been met.

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The payment of Rent shall be subject to the issuance by BKMS to PTFI of a

commercial invoice including any supporting documents satisfactory to PTFI
adequately evidencing satisfaction of the relevant payment milestonesmilestone,
which shall be issued ten (10) days prior to the due date of such payment (or, as
applicable, ten (10) days following evidence of the completion ofor the occurrence of
the relevant payment milestone set forth above). While funds remain subject to the
Escrow Agreement, the payment of Rent shall be made by disbursement from the
Escrow Account described in the Escrow Agreement in accordance with the terms
thereof including the submission of a joint disbursement instruction letter in the form
attached to the Escrow Agreement. The Parties agree that for all purposes of this
Agreement, the delivery by PTFI to BKMS of the joint disbursement instruction letter
in the form attached to the Escrow Agreement completed and signed by PTFI shall
constitute payment by PTFI in the amount authorized thereunder of the amount
stated in the applicable BKMS invoice as of the date of delivery of such disbursement
instruction letter to BKMS.

4.1.4.2. The Rent excludes any taxes which are determined by the Government, such
as VAT and any applicable taxes & levies. PTFI shall deduct from the Rent any
withholding tax payments made by PTFI to BKMS to the extent the withholding is
required under the applicable regulations of Indonesia. PTFI will promptly pay the
amount of withholding tax to the State Treasury in accordance with the applicable
regulations in effect in Indonesia and shall promptly provide BKMS with the receipt
evidencing the payment on BKMS’s behalf of the withholding amounts required under
the applicable regulations of Indonesia.

4.2.4.3. All Rent payments and payment of other charges contemplated under this
Agreement shall be made in IDR. The USD amount shall be converted into IDR and
adjusted pursuantaccording to Clause 17.9. Commented [AJ5]: There will be no USD amount
stated in the Agreement, the USD amount is temporary
4.3.4.4. Subject to the issuance by BKMS of any invoices including any supporting in this draft
documents satisfactory to PTFI adequately evidencing satisfaction of the payment
milestones, if PTFI fails to pay the Rent payments then due in full by the dates
referred to in Section 4.1 and Section 4.2 other than pursuant to the exercise of its
rights under Section 6.34.2 , PTFI shall pay interest on the amount outstanding at a
rate equal to JIBOR+ 5% until such amount has been fully paid.

5. OBLIGATIONS, LIABILITIES AND RIGHTS OF PTFI

5.1. Within the Term of this Agreement, PTFI shall have the following obligations and
liabilities:

a. to pay any Rent then due and owing and any applicable taxes in accordance
with Section 7. The Parties shall make good faith efforts to settle any disputes
related to the billing within fifteen (15) days of issue of Invoice.

b. to comply in all material respects with JllPE'sthe JllPE Estate Regulation,

JIIPE’sRegulations, the JIIPE Utility RegulationRegulations, the AMDAL and
the UKL-UPL and all Government requirements as may be imposed upon
PTFI by decrees, laws, or regulations now or hereafter in force (including but
not limited to environmental regulations), and any orders, rules, regulations,
requirements, and notices thereunder; provided, however, that to the extent
PTFI is not in compliance with any Governmental requirements as may be
imposed upon PTFI by decrees, laws, or regulations and PTFI is cooperating

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with the applicable authority to resolve and commits to pay all fines, fees or
expense that may be imposed on BKMS, PTFI shall be in compliance with
this Section 5.1 b. If BKMS has to conduct any inspection of the Land
required due to government requirement in connection with PTFI’s use the
Land, all costs incurred for the inspection shall be borne by PTFI;

c. to give reasonable notice to BKMS of any written notice, instruction,

regulation or order relating to the Land served on PTFI that may affect the title
to or BKMS ownership on the Land;

d. to provide its own sewerage treatment facilities and not to discharge waste
water or dump solid materials on JIIPE except that PTFI shall be permitted to
dump materials at a location or locations on JIIPE designated by BKMS
pursuant to the relevant laws and regulations;

e. to allow BKMS to enter the Land to inspect the condition of the Land for
purposes of determining PTFI’s compliance with the terms of this Agreement
at the agreed time by giving prior notice to PTFI not less than three (3)
business days before the scheduled inspection and without any prior written
notice in the event of an emergency situation, subject always that in carrying
out such inspection BKMS shall not cause any undue interference to PTFI in
the conduct of its business on the Land, and the costs of any inspections shall
be borne by BKMS. BKMS acknowledges that during the Initial Lease Period
and any extensions thereto the Land and adjacent areas including the
Laydown Area will require Personal Protective Equipment (PPE) to be worn
by all BKMS personnel that inspect the Land, according to standards set by
PTFI;

f. to refrain from entering into any binding agreements creating an

encumbrance over, or rights in, the Land or any part thereof, in any form with
any third party without prior written consent from BKMS, and PTFI agrees that
any action or endeavor to do so is illegal and invalid except with prior written
consent from BKMS (consent or approval of which shall not be unreasonably
withheld, conditioned, or delayed);

provided however that PTFI shall be entitled to sublease to or allow any third
party to use a portion of the Land as the site for (i) an oxygen plant to the
extent that the plant is solely used by the Project and (ii) as the PMR; and

g. to refrain from using the Land as collateral for security purposes,

provided however that PTFI is permitted to (i) use its Project refinery facilities
and assets as collateral for security purposes; and (ii) assign this Agreement
in both instances without the permission of BKMS to its lenders as security for
loans made to PTFI.
In connection with such permitted assignments as security, BKMS shall
execute a consent and non-disturbance agreement in favor of PTFI’s lenders
if requested by PTFI or PTFI’s lender, and with the condition that the
ownership of the Land is still in BKMS, the lenders shall comply with this
Agreement and all costs related to any such assignments (if any) shall be for
PTFI’s account and PTFI shall notify BKMS of such permitted assignments.

BKMS shall afford PTFl's lenders under the relevant financing agreements
the opportunity to remedy for and on behalf of PTFI according to the terms of

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this Agreement an event giving rise to a right to terminate prior to giving effect
to any termination of this Agreement.

h. to indemnify and hold BKMS and its Affiliates and their respective officers,
directors, employees, contractors, subcontractors (of every tier) insurers, and
agents (the “BKMS Group”) harmless against from any and all claims,
demands, costs, losses, expenses and liabilities (including reasonable
attorneys fees and expenses) (collectively, “Losses”) arising from
PTFIPTFI’s, its Affiliates, and their respective officers, directors, employees,
tenants, contractors and subcontractors (of anyevery tier)’s (the “PTFI
Group”) use of the Land, the conduct of its business or from any activity, or
thing done or permitted by PTFI Group in or about the Land; provided that
any such Losses shall be solely attributable to PTFI’s breach of this
Agreement, gross negligence or willful misconduct.

h.

5.2. During the Term of this Agreement, PTFI shall have the following rights:

a. as of the date of the 3.5 Meters Elevation Handover for such Area, to occupy
and use Area 1 in connection with the development, construction and
operation of the Project quietly and peacefully during the Term, and thereafter
the right to do so for Area 2, Area 3, Area 4 and Area 5A (as each of those
Areas achieves the 3.5 Meters Elevation Handover) without any disturbance,
or interruption from BKMS or any of its employees, agents, contractors or
subcontractors or from any third-party claiming title to or ownership in the
Land;

b. to bring onto or to permit to remain upon any part of the Land any persons,
materials or substances that are necessary for the development, construction,
operation and maintenance of the Project at any time whether before or after
completion of the 3.5 Meters Site Elevation Work for any Area (including,
without limitation, to inspect and verify that the 3.5 Meters Site Elevation Work
is complete to PTFI’s satisfaction);

c. to construct buildings and facilities for the Project on the Land with the ‘set-
back’ from the Land boundaries - Building Boundary Line (Garis Sempadan
Bangunan) - being calculated as follows:

i. North boundary of the Land: 6 meters calculated from the plot

boundary line;

ii. East boundary of the Land: 6 meters calculated from the plot
boundary line;

iii. South boundary of the Land: 6 meters which will border the 50 meters
‘green zone’ area designated to the north of the 80 meters wide main
road;

{N3807737.2}12
PTFI9TFI DRAFT MAY 1619, 2019

iv. West boundary of the Land: 24.5 meters calculated from the road-side
end of the footpath (trotoar);

and PTFI may use such ‘set-back’ area as it sees fit subject to JIIPE’sthe
JIIPE Estate Regulations;

d. for itself and its contractors and subcontractors to utilize the Laydown Area in
accordance with the terms set forth in the applicable agreements and such
contractors and subcontractors and the right to utilize the existing roads, jetty
and wharf and other Common Areas and Facilities to construct, operate and
maintain the Project including the Conveyor and Pipeline Causeway;

e. to allow PTFI and its contractors and subcontractors 24 hours per day, 365
days per year access to the Land;

f. to install or to improve any security system (including but not limited to

CCTVs, access control systems, flashing lights, barriers) to allow PTFI’s
security to restrict or allow to monitor and to record access to and/or exit from
the Land, the Conveyor and Pipeline Causeway and PTFI Wharf, and the
road connecting BKMS’s JIIPE area to the BMS port area, provided that: (i)
such security system is permissible under the prevailing laws and regulations
which applicable from time to time; (ii) such security system shall not affect
the ability of BKMS, BMS and other tenants to conduct their day to day
operations; and (ii) BKMS or its contractors will be allowed reasonable access
for operational and maintenance purposes of any powerlines or other
infrastructure owned by BKMS, following reasonable notice to PTFI with the
right of PTFI to assign personnel to accompany BKMS or BKMS’s
contractor’s personnel, except for in the event of emergency; and

g. to be provided with prominent space on the directory board of JIIPE at no

additional cost. Commented [DAS6]: BKMS please confirm

6. OBLIGATIONS, RESPONSIBILITIES AND RIGHTS OF BKMS

6.1. BKMS shall:

a. (i) acquire HGB title to the Land (other than Area 5A and the Kali Mati Land)
by 30 September 2019, (ii) ensure minutes of handover for the Kali Mati Land
by 31 January 2020, such that BKMS may proceed to apply for HGB title to
the Kali Mati Land without further conditions to be satisfied, and (iii) acquire
HGB title to the Kali Mati Land by 30 April 2020. Commented [M&T7]: BKMS will internally discuss the
timing.
b. make all reasonable efforts to obtain HGB title to Area 5A within two (2)
years after the Gresik Port Authority obtains Hak Pengelolaan (Right of
Management) title to the Area 5A, and within sixty (60) days after obtaining a
certificate of HGB title including Area 5A to ratify and confirm this Agreement
with PTFI of Area 5A in the form of Exhibit G;

c. complete the 3.5 Meters Elevation Handover for Area 4 and Area 5A on or
before 30 June 2019; Commented [DAS8]: -The parties have inspected
the the technical condition of the Land, incuding the
d. permit PTFI to occupy and use the Land and rights of way for the road process of 3.5 Metters Elevation etc. If there is an
occurrence of land subsidence, bkms shall bear no
connecting BKMS’s JIIPE area to the BMS port area for the development, responsibility
construction and operation of the Project quietly and peacefully during the

{N3807737.2}13
PTFI9TFI DRAFT MAY 1619, 2019

Term without any disturbance, or interruption from BKMS or any of its

employees, agents or subcontractors or from any third party claiming title to
or ownership in the Land;

e. if required by PTFI, BKMS with reasonable prior notice will provide all
reasonable and necessary assistance to PTFI (subject to PTFI reimbursing
BKMS for, or advancing to BKMS, BKMS's actual, reasonable and
documented costs (with relevant supporting documents satisfactory to PTFI)
of rendering such assistance)) in obtaining the required authorizations,
licenses, and/or permits from the relevant authorities satisfactory to PTFI to
develop, construct and operate the Project , including the Conveyor and
Pipeline Causeway in the BKMS part of JIIPE. For the avoidance of doubt
PTFI shall be responsible for obtaining all of the authorizations, licenses and
permits, other than those required by applicable law or regulation to be
obtained by BKMS in its capacity as the licensed JIIPE industrial estate and
BKMS shall cooperate and otherwise work with PTFI to obtain the same.
Related to the assistance to be provided by BKMS provided in this Clause
6.1.e, BKMS will not have or accept any liability, obligation or responsibility
whatsoever for any failure or delay in issuance or obtaining of all of the
authorizations, licenses and permits;

f. not enter into any agreements to transfer, sell, give away or alienate use or
create a lien or right on the Land or any part thereof in any form whatsoever,
with any third party without first obtaining a written agreement from such third
party whereby such third party agrees to be bound by the terms of this
Agreement, and the HOA and to not disturb PTFI’s rights hereunder or
thereunder, and any related agreement thereto and BKMS hereby agrees
that any such attempted acts or actions shall be unlawful and void unless
such written agreement from such third party is first obtained;

g. shall not use the Land or any part thereof as collateral for security purposes,
including but not limited to the granting of a hypothec on any portion of the
Land, to third parties without first obtaining a written agreement from such
third party whereby such third party agrees to be bound by the terms of this
Agreement and the HOA and to not disturb PTFI’s rights hereunder or
thereunder, and any related agreement thereto, and PTFI has the right to
require that the holder of the security enters into a non-disturbance
agreement with PTFI, in a form satisfactory to PTFI, with respect to this
Agreement. The foregoing shall be applicable both to BKMS’s current
financing (as well as any increase in the original principal amount thereof) and
to any new or additional financings or any refinancing to the extent the same
encumbers the Land, and this Agreement shall in any and all events survive
the foreclosure of any such securitization, or the granting of a deed in lieu
thereof, and shall be binding upon the purchaser at any such foreclosure, or
the grantee of a deed in lieu thereof, and their respective successors and
assigns, except any such third-party purchaser at foreclosure or any third-
party grantee of a deed in lieu which in either case is unaffiliated with such
lender;,; Commented [DAS9]: Please confirm if the land is not
(and will not be) part of bkms’ financing
h. guarantee that PTFI (and its contractors and subcontractors) will have the full security/arrangement
and undisturbed use of the Land and Laydown Area;

i. A. by no later than 30 September 2019, for the Land (other than Kali Mati
Land and Area 5A);

{N3807737.2}14
PTFI9TFI DRAFT MAY 1619, 2019

B. by no later than 31 January 2020 for Kali Mati Land; and

C. by no later 30 April 2021 for Area 5A; Commented [DAS10]: Need to discuss internally
status of ipong’s land
acquire legal rights over such portions of the Land that as of the date hereof
has not been relinquished or transferred to BKMS by the original land owner
(including signing of conditional land sale and purchase agreements and a
minutes of handover as applicable);

j. competently perform and diligently pursue to completion of the 3.5 Meters

Site Elevation Work in accordance with the execution plan and schedule set
forth on Exhibit B and all other work necessary for BKMS to provide all other
services contemplated by this Agreement in a commercially reasonable,
business-like, prudent and professional manner as required from an industrial
estate with international qualification and all applicable laws, rules,
regulations and permits;

k. give notice to PTFI as soon as possible of any notice, instruction, regulation

or order relating to JIIPE served on BKMS that may adversely affect any
portion of the Land, or any suit, claim or threat thereof that may adversely
affect PTFI’s rights under this Agreement;

l. upon request, ratify this Agreement as being a valid lease right granted over
the HGB titles over the Land from time to time in the form of Exhibit G; and

m. operate, maintain and manage (i) JIIPE in a commercially reasonable,

business-like, prudent and professional manner as required from an industrial
estate with international qualification and applicable laws, rules, regulations
and permits , and in accordance with JIIPE’sthe JIIPE Estate
RegulationRegulations, and (ii) the Common Areas and Facilities in good
operating condition, so as not to cause any disturbances to PTFI or its
personnel, agents, contractors, suppliers, vendors, visitors to access and
utilize the Land or any portion thereof, or to develop, construct, operate and
maintain the Project.

6.2. BKMS represents and warrants to PTFI at all times during the Term of this
Agreement that:

a. it has (or will have by 30 September 2019) HGB title to the Land (other than
for (i) Area 5A, and (ii) the Kali Mati Land area for which it will have signed
minutes of handover by the Secretary of the Directorate General of Water
Resources of the Ministry of Public Works no later than 31 January 2020 and
HGB title by 30 April 2020) , that it has obtained all the required internal and
regulatory approvals and authorizations which are necessary to conduct its
business activities, specifically to operate JIIPE, and construct the facilities
contemplated by this Agreement necessary for BKMS to provide the services
set forth in Section 2.3 and is legally entitled to lease the Land and grant
rights to the Common Areas and Facilities, free from any distress, seizure or
claims asserting a breach of the requirements of any approvals or
authorizations, that the Land is not leased to third parties and no third party
has any claim or interest in the Land, and PTFI shall quietly and peacefully
hold and enjoy the Land during the Term, in accordance with the provisions
stipulated herein;

{N3807737.2}15
PTFI9TFI DRAFT MAY 1619, 2019

b. subject to PTFI obtaining construction (IMB) and other permits for PTFl's
activities from relevant Governmental agencies as is required by law for the
construction and operation of the Project (including related facilities, such as
the contemplated oxygen plant, sulphuric acid plant, waste water treatment
plant, oxygen plant and/or precious metals refinery, conveyor belt, pipeline
and wharf and causeway on BMS land), PTFI will be fully entitled to use,
occupy and construct buildings and equipment on the Land and the
Conveyor and Pipeline Causeway, and the road connecting BKMS’s JIIPE
area to the BMS port area and that there is no other entity with joint rights or
interest in whatever form in such Land including that portion of the Land to be
utilized by PTFI for the Conveyor and Pipeline Causeway;

c. at the date of this Agreement, the Land or BKMS (to the extent PTFI’s rights
under this Agreement could be adversely affected) are not the object of any
lawsuit or dispute and is not under any attachment or seizure order of any
court;

d. at the date of this Agreement, the rights and interest of BKMS in the Land
(excepting to PTFI) is not leased, sold, taken over, assigned, disposed of,
transferred, pledged, mortgaged or otherwise encumbered, in whole or in
part, in any manner whatsoever to any person or entity whomsoever;

e. BKMS alone is entitled and fully authorized to lease and otherwise grant the
rights contemplated by this Agreement to PTFI with respect to the Land as
contained in this Agreement;

f. PTFI will have the full and undisturbed use of and free access to the Land
and Common AreaAreas and Facilities (except for electricity, water, waste
water, telecommunication, and trash disposal that will be subject to separate
agreements and chargesthe BKMS Infrastructure Facilities) for the remaining
duration of the Term and BKMS hereby unconditionally waives its right to
occupy, utilize and control part or the whole of the Land;

g. during the Term there shall be no claims of whatsoever form or kind made
against PTFI pertaining to the Land by virtue of any accommodation right
and/or any other preferential joint rights or any other right whatsoever by any
third parties including but not limited to governmental authorities; Commented [DAS11]: Bkms cannot represent that
there will be no claims in the future. What bkms can
h.g. BKMS shall ensure that each of the HGB certificates pertaining to the Land warrant is to indemnify ptfi from any loss and expenses
for any claims from third party, which already stated in
shall be valid for a period of thirty (30) years or the maximum period permitted the later part of this clause
based on prevailing land regulation;

i.h. BKMS shall, to the extent that such extension or renewal may be permitted
under applicable law, use its best efforts and take all reasonable endeavors
necessary to obtain all such extensions or renewal of its HGB titles in respect
of the Term and any extension of the Term under the second paragraph of
Section 3.1 and shall keep PTFI informed of its efforts and endeavors in this
regard;

j.i. BKMS is not in breach of or in default under any agreement, document or

other obligation to which BKMS is a party or by which it is bound, and no such
agreement, document or other obligation will be contravened by the entrance
into this Agreement or by the performance by BKMS of any of its obligation
under this Agreement;
c

{N3807737.2}16
PTFI9TFI DRAFT MAY 1619, 2019

k.j. As at the 3.5 Meters Elevation Hand Over, the Land is free from any features,
obstacles or defects (whether it is natural or man-made) as evidenced by a
geotechnical survey conducted by PFTI;

l.k. the at the date of this Agreement, the Land is in good condition such that it is
in compliance with all Indonesian environmental laws and in accordance with
BKMS’s environmental obligations, there is no known hazardous waste on or
under the Land and that has not been properly stored, disposed of, or
accounted for and there are no known underground cables, or gas, utility or
other pipelines or storage tanks on or under any portion of the Land;

m.l. it will continually operate, maintain, manage the Common Areas and Facilities
in good operating condition and provide all services contemplated by this
Agreement (including without limitation those set forth in Section 2.3) of good
quality and reliability as required by PTFI in a commercially reasonable,
business-like, prudent and professional manner as required from an industrial
estate with international qualification;

n.m. upon the Gresik Port Authority obtaining Hak Pengelolaan (Right of
Management) title to Area 5A, BKMS will be entitled to obtain HGB title over
Hak Pengelolaan (Right of Management) to Area 5A, and within sixty (60)
days of the issue of a certificate of HGB title over Hak Pengelolaan (Right of
Management) to BKMS for Area 5A, the Parties shall ratify this Agreement
with respect to Area 5A in the form of Exhibit G; and

o.n. the conferral by BKMS of lease and use rights under this Agreement for PTFI
to use Area 5A as intended does not require any amendment to or consent
under the Reclamation License or of the Tanjung Perak Port Master Plan.

o. BKMS hereby agrees to and does indemnify, defend, and hold PTFI and its
Affiliates and their respective officers, directors, employees, contractors,
subcontractors (of every tier), insurers, and agents Group harmless from any
third party claims, any and all loss, liability and costs (including attorneys fees
and expenses) Losses suffered or incurred by such indemnified party in
relatingon to resulting from any breach of, or failure to perform by BKMS, or
by its Affiliates, tenants, contractors and subcontractors(of any tier) Group of
any of the obligations, responsibilities, representations and warranties of
BKMS under this Agreement and any agreement referenced herein or
contemplated hereby, including without limitation to the foregoing, any such
breach or failure which affects PTFl's right to possession and/or use during
the Term of (a) the Land, (b) any portion of premises of JIIPE to be utilized for
the Laydown Area, or (c) the Common Areas and Facilities.; provided that any
such Losses shall be solely attributable to BKMS’ breach of this Agreement,
gross negligence or willful misconduct and the losses is limited to the Rent
amount received by BKMS during the relevant period. Commented [DAS12]: The risk limit is the whole rent
6.3. .,. value, or certain percentage of the rent value? BKMS
pls confirm
Commented [M&T13]: BKMS to consider.
Formatted: Indent: Left: 1", No bullets or numbering
6.4.6.3. During the Term of this Agreement, BKMS shall have the following rights:

a. to receive all Rent from PTFI in the manner and method as stipulated under
this Agreement; and

{N3807737.2}17
PTFI9TFI DRAFT MAY 1619, 2019

b. to receive proof of payments of taxes paid by PTFI to any tax authority of the
Republic of Indonesia in connection with this Agreement.

7. TAXES

7.1. All imposts, taxes (including Pajak Bumi dan Bangunan or PBB (but not withholding
tax and income tax under Section 7.3 below, which shall be the responsibility of
BKMS)), and levies and dues and contributions in connection with the use of the
Land (“Property Taxes”), during the Term, shall be borne and paid by PTFI. For
purposes of this Section 7.1, the term “Land” shall mean only that portion of the Land
for which this Agreement has become effective under Section 2.1 with the obligation
to pay Property Taxes under this Section 7.1 being prorated for the year in which
handover occurs in accordance with this Agreement. Property Taxes will be prorated
for partial calendar years included in the Term based on the most recently available
tax rate and valuation of the Land. If any Property Taxes are payable in installments,
then PTFI may pay the same in the maximum number of permitted installments, as
long as all penalties and interest are paid by PTFI. PTFI, at its sole expense, may
contest or seek review of Property Taxes by any means. Any refund or rebate of
Property Taxes paid by PTFI will belong to PTFI. BKMS shall deliver any notices for
Property Taxes to PTFI within seven (7) business days after receipt. If for any reason
PTFI has not paid the Property Taxes within the term and due dates provided and
does not take action despite receipt of notices from Government, then BKMS shall
have the right to effect payment and take all other necessary actions on behalf of
PTFI to settle the obligations, including paying the full amount of any required taxes
(including official penalties), fees and expenses and deduct one hundred percent
(100%) of any fees and expenses so paid, in settling the taxes on PTFI behalf, from
the deposit or any amounts owed by BKMS to PTFI according to this Agreement.
Upon PTFI’s written request, BKMS shall diligently contest under the direction of
PTFI any Property Taxes on PTFI’s behalf, the expenses for which shall be paid in
advance or reimbursed by PTFI as appropriate.

7.2. All VAT, if any, and all other taxes (except withholding tax and income tax under
Section 7.3 below, which shall be the responsibility of BKMS) and duties in respect of
any payments relating to the use of the Land, shall be borne and paid by PTFI.

7.3. All income tax and withholding taxes on its income in respect of any payments made
by PTFI to BKMS according to the use of the Land shall be borne by BKMS.

8. CONSTRUCTION, OPERATION AND MAINTENANCE

8.1. PTFI is responsible for the construction, operation and maintenance of the Project.
BKMS will permit PTFI’s, its Affiliates, and their respective contractors,
subcontractors and personnel, to use the Common Areas and Facilities and Laydown
Areas, so long as they materially comply with JIIPE’sthe JIIPE Estate
RegulationRegulations.

8.2. PTFI and BKMS will agree on reasonable procedures for authorized personnel of
PTFI, its Affiliates and their respective contractors and subcontractors to carry
passes to pass through and enter JIIPE and the Common Areas and Facilities for the
construction, operation and maintenance of the Project. Commented [DAS14]: Need to confirm whether there
is specific license from the local authorities for ptfi to
construct conveyor and pipeline causeway. If so, then
8.3. BKMS will (i) ensure that PTFI is provided with all necessary or appropriate land, bkms will provide assistance to obtain such license at
easements, rights of way and other rights and permits to enable PTFI to construct, ptfi’s cost

{N3807737.2}18
PTFI9TFI DRAFT MAY 1619, 2019

operate and maintain the Conveyor and Pipeline Causeway, and utilize the road
connecting BKMS’s JIIPE area to the BMS port area located on BKMS’ premises;
and (ii) ensure that the rights of way and other rights and permits specified under this
Section 8.3 will not be impeded in any way.

9. TERMINATION OF LEASE

9.1. PTFI may terminate this Agreement at any time during the Initial Lease Period for
any reason whatsoever in its sole discretion including for convenience by giving at
least ninety (90) days prior written notice thereof to BKMS, whereupon this Commented [HK16]: See new 9.8 below
Agreement shall for all purposes be deemed null and void, and neither Party shall
Commented [M&T15]: To include surviving
have any further rights or claims against the other, except for the obligations under provisions.
this Agreement which arose prior to the effective date of such termination other than
any suspended Rent obligation under Section 4.1, which shall terminate upon
termination of thethis Agreement ..

BKMS may terminate this Agreement due to non-payment of Rent within sixty (60)
days of notice of non-payment and PTFI shall be released without further obligations,
except for the obligations under this Agreement which arose prior to the effective
date of such termination, including but not limited to the payment of such Rent and
interest.

9.2. In addition, at any time during the Term, if PTFI or BKMS is unable to obtain proper
title, zoning authorization, licenses or permits from the relevant authorities
satisfactory to enable PTFI to develop, construct, maintain and operate the Project
and related operations on the Land, then PTFI may terminate this Agreement, in its
sole discretion, by giving ninety (90) days prior written notice thereof to BKMS,
whereupon this Agreement shall for all purposes be declared null and void (i) as of
the date specified in the written notice, and from and after the effective date of such
termination neither Party shall have any further rights or claims against the other,
except for obligations under this Agreement which arose prior to the effective date of
such termination.

9.3. Subject to any termination of this Agreement that may occur under Section 9.1 and
Section 9.2, if either Party commits and thereafter suffers to exist a material breach
of its obligations under this Agreement, the HOA, or the Escrow Agreement then the
Parties must mutually agree to reasonable curative measures and period to cure the
material breach within sixty (60) day as of the written notification from a Party of the
material breach to the other Party.

9.4. Both Parties hereby waive the provisions of Article 1266 of the Indonesian Civil Code
with respect to the requirement of judicial intervention or approval of any termination
of this Agreement or the award of loss and damages in accordance with the terms of
the Agreement.

9.5. a. Subject to the resolutions and curative measures as specified in Section 9.3,
if PTFI is the non-defaulting Party as described in Section 9.3, PTFI retains
the rights to request:

i. this Agreement be resumed until the expiry of the Term, subject to

mutually agreed compensation to be provided by BKMS to PTFI; or
alternatively

{N3807737.2}19
PTFI9TFI DRAFT MAY 1619, 2019

ii. that this Agreement be terminated.

b. If BKMS is the non-defaulting Party as described in Section 9.3, subject to the

resolutions and curative measures as specified in Section 9.3 above, and the
termination of the Agreement has been finally settled under the provisions of
Section 131413, the Parties agree that BKMS retains the right to request that
the Rent will continue to be due and payable from PTFI to BKMS until such
time as the Land is returned in the condition specified in Section 9.7.

9.6. If this Agreement is terminated for any reason, PTFI shall be entitled to credit any
amounts paid hereunder as Rent against any amount owed to BKMS under the terms
of the Conditional Reimbursement Agreement.

9.7. If this Agreement is terminated in accordance with this Section 9,9, PTFI shall have
one hundred and eighty (180) days to remove any propertiesproperty on the Land
and the Parties agree that the Land will be returned at an elevation of LWS +3.5m or
higher (except for any properties that BKMS agreeagrees to accept and PTFI agrees
to not remove). Failure by PTFI to remove all buildings and other constructions, Commented [M&T17]: Pilings and other things that
equipment, contaminated soil (if any) and other surface improvements from the Land cannot be removed?
and restore the Land to such condition described in this section within one (1) year
PTFI to change to the agreed scheme.
shall entitle BKMS to remove the same and restore the Land at PTFI's cost and
expense. Rent for the Land will continue to be due and payable from PTFI to BKMS
until such time as the Land is returned in the condition specified. Commented [DAS18]: Bkms to consider: ptfi to place
certain amount (estimatedly sufficient) as a security for
ForNotwithstanding anything else in this Section 9.7, for the avoidance of doubt, removal of assets / equipments / building within the
Land.
PTFI shall not be obliged to remove from the Land any piles, PVD/PHD or french
drains, geotextile, settlement plates and piezometers which have been made on, or
installed on or into the Land. Commented [AJ19]: BKMS to confirm

9.8 The obligations of the Parties set forth in clauses 9.7, 12 (Notices), 13 (Dispute
Resolution) and 20 (Confidentiality) shall survive the termination of this Agreement.

If at the date of termination of this Agreement the Conditional Reimbursement

Agreement is by its terms continuing and has not been terminated, the Conditional
Reimbursement Agreement shall survive the termination of this Agreement.

10. HGB EXTENSION AND POWER OF ATTORNEY

10.1. BKMS shall, to the extent that such extension or renewal may be permitted under
applicable law, use its best efforts and take all reasonable endeavors necessary to
obtain all such extensions or renewals of its HGB title in respect of the Term and any
extension of the Term under the second paragraph of Section 3.1 and shall keep
PTFI informed of its efforts and endeavors in this regard.

10.2. If for any reason BKMS has not obtained an extension or renewal of the HGB title
applicable to all or any part of the Land at least two (2) years prior to the expiration
date of such HGB title, then PTFI shall have the right to file such application and take
all other necessary actions on BKMS's behalf under the power of attorney granted to
PTFI under this Section 10, including paying the full amount of any required official
fees and reasonable expenses and deducting one hundred percent (100%) of any

{N3807737.2}20
PTFI9TFI DRAFT MAY 1619, 2019

such fees and expenses so paid, in pursuing HGB extension or renewal on BKMS's
behalf, from amounts owed by PTFI to BKMS according to this Agreement.

10.3. BKMS hereby gives an irrevocable power of attorney to PTFI, with the right of
substitution, for and on behalf of BKMS to execute all such deeds, forms, documents
or letters as may be necessary or desirable, before witnesses or competent
authorities, and on such terms and conditions as are deemed proper by PTFI, in
order to extend or renew the HGB title for the Land in the name of BKMS.

10.4. For all matters referred to in Section 10.3 above, PTFI shall be authorized to appear
wherever and before whomsoever, to sign, submit or deliver all letters, deeds,
applications, and other documents, receive all payments and give receipt therefor, if
necessary pay all official fees and receive evidence of receipt therefor, give
information and, in brief, to do and carry out all actions and acts whatsoever
concerning such Land, without exception, for and on behalf of BKMS. PTFI shall be
entitled to be reimbursed by BKMS (or to deduct from the next Rent payment or
payments becoming due) an amount equal to a hundred percent (100%) of the sum
of all official costs and reasonable expenses incurred by PTFI on behalf of BKMS.
PTFI shall promptly pay over to BKMS any funds received by PTFI to which BKMS is
legally entitled.

11. NO ACCOUNTABILITY

PTFI hereby is acquitted and discharged by BKMS from the obligation to render
accountability as attorney-in-fact to BKMS concerning any and all matters pertaining
to the performance and utilization of the power of attorney contained in Section 10
and Section 14 of this Agreement. This Agreement would not have been entered into
without all of the powers of attorney contained in this Agreement and all such powers
of attorney are irrevocable by BKMS and shall not terminate or be abolished for any
reason, including the provisions contained in Articles 1813, 1814 of the Civil Code.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the following
addresses:

BKMS: PT BERKAH KAWASAN MANYAR SEJAHTERA

Jalan Raya Manyar KM 11
Manyar - Gresik, East Java
Attention: [*]
Email:

PTFI: PT FREEPORT INDONESIA

Plaza 89, Jl. H.R. Rasuna Said Kav. X-7
South Jakarta
Attention: Harry Pancasakti
Email: [email protected]

with copy to:

PT FREEPORT INDONESIA
Plaza 89, Jl. H.R. Rasuna Said Kav. X-7

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South Jakarta
Attention: Thomas Beron
Email: [email protected]

Any notice, request, demand, or other communication shall be deemed to have been
given upon receipt if delivered personally, or if by air courier on the date of confirmed
delivery by air courier. In this paragraph "business day" means a day except
Saturday, Sunday, or a statutory holiday in the jurisdiction of the addresses.by
electronic mail communication as set out below.

Any Party may change its address for service from time to time by giving written
notice to the other Party in accordance with the foregoing provisions., and upon
giving not less than seven (7) days’ notice of such change.

Communication may only be made by electronic mail under this Agreement for
communications that are routine and for the general administration of this
Agreement, and that are not in the nature of a demand or a notice of payment or
claim or default or termination or a notice of warning.

Any electronic mail communication made between the Parties will be effective only
when actually received (or made available) in readable form.
Any electronic communication which so becomes effective after 5:00 p.m. in the
place in which the Party to whom the relevant communication is sent or made
available has its address for the purpose of this Agreement shall be deemed only to
become effective on the following day.

13. DISPUTE RESOLUTION

13.1. Except as otherwise provided herein, any dispute, controversy, claim, question, or
disagreement (each, a “Dispute”) arising from or related to (i) this Agreement, (ii) a
breach or default by either Party under this Agreement, or (iii) either Party’s rights or
obligations under this Agreement, will be resolved in accordance with the procedures
set forth in this Section 13. Commented [DAS20]: Bkms to consider having multi-
tiered approach for dispute settlement:
13.2. Any Dispute not resolved amicably by the Parties shall be referred to and finally and -Senior management discussion
-Top executive discussion
exclusively settled by arbitration administered by the SIAC in accordance with the -Panel expert
Arbitration Rules of Singapore International Arbitration Centre (“SIAC”) for the time -siac
being in force, which rules are deemed to be incorporated by reference in this
Section 13.2 (“Rules”).

13.3. The claimant and the respondent shall nominate one arbitrator each, and the third
arbitrator shall be nominated jointly by the two Party-appointed arbitrators. However,
if the amount in controversy is less than USD One Million Dollars ($1,000,000) and
does not involve an event for which either Party may terminate this Agreement, the
arbitration shall be conducted before a single arbitrator, who shall be chosen by the
Chairman of the Singapore International Arbitration Centre.

13.4. The seat of the arbitration shall be Singapore. The place of the arbitration shall be
Singapore. The language of the arbitration shall be English. The law of the seat of
arbitration being the law of Singapore shall be the applicable law governing the
arbitration proceedings (which is separate and without prejudice to Section 19.2 that

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the substantive law governing this Agreement and its construction and interpretation
is that of the Republic of Indonesia). Commented [RT21]: Would not have deleted the
previous last sentence that made clear Singapore law
13.5. Each Party renounces any right it may otherwise have to appeal or seek relief from is the law governing procedure.
the award or any decision of the arbitrators contained therein and agrees that, in Commented [AJ22R21]: We still don’t see the need for
accordance with Article 60 of Law No. 30 of 1999 of the Republic of Indonesia on this. Although to limit only to the law of the seat of
Arbitration and Alternative Dispute Resolution (the “Arbitration Law”), no Party shall Arbitration.
appeal to any court from the award or decision of the arbitrators contained therein.
Each Party waives the applicability of Article 48 of the Arbitration Law and agrees
that arbitration need not be completed within a specific time. The decision(s) and/or
award shall be final and binding on both Parties and judgment upon the award may
be entered in any court of competent jurisdiction.

13.6. Notwithstanding the foregoing provisions of this Section 13, should either Party at
any time require injunctive or equitable relief, such Party may submit the request for
such relief directly to the SIAC without following the provisions of Sections 13.1
through Section 13.3, and the arbitrators shall be entitled to grant such injunctive or
equitable relief on an expedited basis, which shall be binding on the Parties.

13.7. The pendency of these dispute resolution procedures shall not in and of themselves
relieve either Party of the duty to perform, or serve to delay or suspend the
performance of, its obligations hereunder.

14. RIGHT TO PURCHASE

14.1. PTFI shall have an option to purchase all or some portion of the Land (other than
Area 5A) (but not less than 60 hectares]) at any time during the Initial Lease Period
according to the execution and delivery by the Parties of an AJB substantially in the
form attached hereto as Exhibit C. The purchase price for the Land shall be [IDR
equivalent of USD150 per square meter] (the “Purchase Price”), the Purchase Price
for the Land shall be deducted with the Rent that has been paid but have not been
used (pro-rate until the completion of the purchase) the ongoing year minus the sum
of all Rent paid less the amount of the withholding tax/income tax that has been
deducted/paid under Section 7.3 of this Agreement prior to the legal transfer of the
Land. Commented [M&T23]: Will be reviewed by BKMS.

PTFI shall also have an option to purchase all or some portion of the Land (other
than Area 5A) (but not less than 60 hectares) at any time during any extension of this
Agreement according to the execution and delivery by the Parties of an AJB
substantially in the form attached hereto as Exhibit C. The purchase price shall be
determined by an independent appraiser mutually agreed by the Parties. In the event
this option is exercised during the first ten years of the Term, the appraised purchase
price shall be reduced by the sum of all Rent paid.

In the event the Parties cannot agree on an appraiser, PTFIBKMS shall appoint an
independent appraiser from the ‘top four’ independent appraisers registered in
Indonesia Financial Services Authority (Otoritas Jasa Keuangan/OJK) and having
affiliation with an internationally renowned appraisal firm. The independent appraiser
shall determine the purchase price based on the appraised market value in
accordance with the applicable international standards for like industrial properties in
IDR on a per square meter basis. Such determination of the applicable purchase
price by the independent appraiser shall be binding on both parties absent from any
fraud or willful misconduct.

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The fees and expenses payable to the appraiser shall be shared equally by the
Parties.

14.2. BKMS shall transfer the right over the purchased Land (free of encumbrances) to
PTFI within 90 (ninety) days of PTFl's exercise of the purchase option as evidenced
by written notice thereof by PTFI to BKMS.

14.3. Upon exercise of the purchase option, Rent will cease to be payable as to the portion
of the Land which is subject to the purchase, but will continue with respect to any part
of the Land still being leased by PTFI.

14.4. Each Party shall bear its own tax liabilities arising from the transfer of the Land.

14.5. All costs and expenses with regard to the administrative process for the transfer of
the Land with the notary and land office (if any) shall be borne by PTFI.

14.6. Subject to the full payment of the purchase price for the transfer of the Land, BKMS
hereby gives an irrevocable power of attorney to PTFI, with the right of substitution,
for and on behalf of BKMS to execute all such deeds, forms, documents or letters as
may be necessary or desirable, before witnesses or competent authorities, and on
such terms and conditions as deemed proper by PTFI, in order to transfer the
purchased Land from BKMS to PTFI.

14.7. The Parties acknowledge that Area 5A may not be subject to sale. In the event PTFI
exercises its rights under this Section 14 to purchase all of the land except Area 5A,
the provisions of Section 14.3 shall apply such that Area 5A will continue to be
leased by PTFI.

15. TRANSFERABILITY

15.1. Without prejudice to Section 5.1 (f), PTFI shall also have the right to enter into
binding agreements to assign its rights and transfer its obligations under this
Agreement;:
(i) to any Affiliate of PTFI upon notice to but without the consent of BKMS; or
(ii) to a third party provided that PTFI first obtains the written consent from BKMS
(consent or approval of which shall not be unreasonably withheld or delayed);

and in the case of any such transfer a written undertaking from such Affiliate of PTFI,
or such third party, as the case may be, whereby such party agrees to be bound by
the terms of this Agreement.

15.2. Subject to the provisions of Section 6.1(g), BKMS shall have the right to:

(A) assign and transfer its rights and obligations under this Agreement, :

(i) to any Affiliate of BKMS upon notice to PTFI provided that such Affiliate is
qualified to the reasonable satisfaction of PTFI to perform the obligations of
BKMS under this Agreement (a “BKMS Qualified Affiliate Assignee”),
provided that if such assignment or transfer to a BKMS Qualified Affiliate
Assignee occurs and it subsequently ceases to be an Affiliate of BKMS, the
BKMS Qualified Affiliate Assignee shall re-assign this Agreement to either

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PTFI9TFI DRAFT MAY 1619, 2019

BKMS or to another BKMS Qualified Affiliate Assignee and BKMS shall

remain responsible for the performance of all obligations ; or

(ii) to any third party, or to transfer, sell, or give away the Land or any part
thereof, provided that BKMS obtains prior written consent from PTFI to such
assignment, transfer, sale or give away, which consent shall not be
unreasonably withheld, or

(B) pledge, mortgage, hypothecate, encumber or assign a security interest in the

Land, in whole or in part, with prior written notice to PTFI and a mutually
agreeduponagreed upon non-disturbance agreement contemplated under Section
6.1 (g).

16. FORCE MAJEURE

16.1. If a Party is prevented, hindered or delayed from or in performing any of its

obligations under the Agreement by an event of Force Majeure, then it shall notify the
other Party, in writing of the occurrence of such event and the circumstances thereof
within three (3) days after it becomes aware of the occurrence of such event.

16.2. If a delay occurs as a result of Force Majeure, the Party affected by such event shall
be entitled to an extension of time by a period equal to the length of the Force
Majeure period as agreed by the Parties.

16.3. The schedule under Section 4 of this Agreement shall also be adjusted in
accordance with the period of the extension of time set out in Section 16.2 above.

16.4. The Party affected by the event of Force Majeure shall use reasonable endeavors to
mitigate the effect thereof upon its performance of the Agreement and to fulfill its
obligations under the Agreement.

16.5. Without prejudicing PTFI’s rights under Section 9.1, if the Force Majeure takes place
for a period of more than 12 (twelve) months continuously, then PTFI will have the
right to terminate this Agreement upon 30 days written notice to BKMS. Upon such
termination, neither Party shall have any further rights or claims against the other
Party, except for the obligations under this Agreement which arose prior to the
effective date of such termination.

17. GENERAL

17.1 This Agreement may be amended or supplemented only by a written instrument

signed by each of the Parties. No waiver of a breach of any provision of this
Agreement shall be deemed to constitute a waiver of any other subsequent breach of
the same or any other provision hereof.

17.2 This Agreement shall be construed and interpreted in accordance with the laws of the
Republic of Indonesia.

17.3 In the event any term or provision of this Agreement shall for any reason be invalid,
illegal or unenforceable in any respect, this Agreement shall, be interpreted and

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PTFI9TFI DRAFT MAY 1619, 2019

construed as if such term or provision, to the extent unenforceable, had never been
contained herein.

17.4 This Agreement shall be binding on and shall inure to the benefit of the Parties and
their respective successors and permitted assigns.

17.5 Any things concerning this Agreement not yet provided for in this Agreement, as well
as any amendments to it, shall be mutually agreed upon and concluded by BKMS
and PTFI in a separate agreement.

17.6 This Agreement supersedes all previous representations, understandings or

agreements, oral or written, between the Parties with respect to the subject matters
hereof, including the 2015 Land Lease Agreement, and contains the entire
understanding of the Parties as to the terms and conditions of the subject matter
hereof other than the Escrow Agreement, and the Conditional Reimbursement
Agreement.

17.7 Notwithstanding anything to the contrary in Section 17.6 above, the payment of 1 st
Installment in the amount of US$1,500,000 as regulated under the 2015 Land Lease
Agreement will remain non-refundable and will not be deducted with any payment in
relation to this Agreement, including but not limited to any payment of the Rent or
Purchase Price.

17.8 a. In relation to any indemnifications provided under this Agreement, the

indemnifying party shall have the right to defend (including by way of
counterclaim) any claim which would otherwise be borne by the indemnifying
party as a result of any indemnity given to the indemnified party under this
Agreement, provided that the indemnifying party carries out such defense
with reasonable diligence. Any indemnified party shall be entitled, upon
written notice to the indemnifying party, to request the timely appointment of
counsel by the indemnifying party for the defense of such claim, which
counsel shall be subject to consultation with the indemnified party. If, in the
indemnified party's judgment, a conflict of interest exists between the
indemnified party and the indemnifying party at any time during the defense,
the indemnified party may appoint independent counsel of its choice to
provide a second opinion for the defense of the indemnified party as to such
claim. The indemnifying party shall have the right to settle such claim
provided that the indemnifying party (or its insurer) pays all amounts due in
connection with such settlement and the indemnified party is unconditionally
released from all liability in respect of such claim.

b. The indemnified party shall have the right to participate in the defense of any
claim being indemnified by the indemnifying party. In no event shall the
indemnified party (i) settle any such claim without the approval of the
indemnifying party; or (ii) (if such a claim is covered by insurance) take or
omit to take any action that would cause the insurer to disclaim liability or not
to defend such claim. All reasonable costs and expenses (including
attorneys’ fees and costs) of the indemnified party shall be paid by the
indemnifying party.

c. If the indemnifying party fails to timely pay such costs, expenses and
attorneys’ fees within fifteen (15) days after the occurrence of such damages,
the indemnified party within fifteen (15) days’ notice in writing to the
indemnifying party may, but shall not be obligated to, pay such amounts and
be reimbursed by the indemnifying party for the same, which amounts shall

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PTFI9TFI DRAFT MAY 1619, 2019

bear the agreed upon interest rate until paid in full. The parties hereby
acknowledge that it shall not be a defense to a demand for indemnity that less
than all claims asserted against the indemnified party are subject to
indemnification.

d. The indemnified party shall take all reasonable measures to mitigate any loss
or damage which has occurred. The indemnifying party shall use its best
efforts to immediately repair, cure and remedy the damages which prevent
the indemnified party to perform its obligation under this Agreement.

Notwithstanding the provisions of this Section 17.8, if PTFI is entitled to be

indemnified pursuant to Section 6.3 by reason of BKMS’s breach or failures under
any of the provisions of Section 6.1 or Section 6.2 of this Agreement, BKMS
acknowledges that PTFI has the right to assume the defense of such claim with
counsel reasonably satisfactory to PTFI. BKMS acknowledges that it shall cooperate
with PTFI. PTFI may, at its option and expense, be represented by counsel of its
choice in any action or proceeding with respect to such claim for which
indemnification is sought.

17.9 The basis for this Section 17.9 is that various obligations of PTFI to make payments
contained herein arose under agreement between the Parties that was made prior to
issuance of PTFI’s IUPK issued on December 21, 2018.

The Parties agree that:

(i) the Rent; and
(ii) the applicable purchase price if PTFI exercises its option to
purchase under Section 14.1 during the Initial Lease Period,

expressed in IDR in this Agreement have been calculated having regard to the USD
to IDR exchange rate prevailing one (1) day prior to on the date of this Agreemen
tinvoice (“the Agreement Date Exchange Rate”), as published on the official
website of Bank Indonesia designated as “Mid Rate” (USD to Rp Exchange Rate) (a
“BI Mid Rate”). Commented [HU24]: Phoenix decision

Rent payments due and payable in the first and second Contract Years shall not be
adjusted regardless of any variations in the BI Mid Rate against the Agreement Date
Exchange Rate during the course of the first and second Contract Years.

The annual Rent payment due in the third Contract Year and subsequent Contract
Years (in case of extension of this Agreement) shall be determined as follows:

Rent due and payable in the third Contract Year shall be the annual IDR Rent as set
forth in Section 4.1, adjusted (increased or decreased) for the variation between the
BI Mid Rate prevailing on the second anniversary date (last day of the second
Contract Year) of the Effective Date and the Agreement Date Exchange Rate.
For each subsequent Contract Year thereafter, the Rent shall be the annual IDR Rent paid in
the immediately preceding Contract Year, adjusted (increased or decreased) for the
variation between the BI Mid Rate prevailing on the commencement date of the
Contract Year and the BI Mid Rate prevailing on the commencement date of the
immediately preceding Contract Year, such that exchange rate variations are taken
account of annually in arrears.

The same mechanism for adjustment of Rent shall apply following any revision of applicable
Rent agreed by the Parties for the remainder of the first extension period or for the
second extension period of this Agreement, or (in case of failure by the Parties to

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agree the applicable Rent) upon any revision of applicable Rent which may be
determined by the independent appraiser, as meant by Section 4.1.

Rent payments shall not be further adjusted.

If the purchase option under Section 14 is exercised by PTFI, the Purchase Price shall be
increased or reduced to take into account the difference between the Agreement
Date Exchange Rate and the BI Mid Rate on the date PTFI exercises its option to
purchase the Land in writing.

18. LANGUAGE

18.1 This Agreement is made in both the Indonesian language and the English language.
The English language shall be the governing language of this Agreement despite
translation into any other language.

Both versions are equally authentic.

18.2 In the event of any inconsistency or difference in interpretation between the Bahasa
Indonesia version and the English language version, the English language version
shall prevail, and the Indonesian language version shall be automatically amended to
conform with and to make the relevant part of the Indonesian language version
consistent with the relevant part of the English language version. For the avoidance
of doubt, the existence of two versions of this Agreement is not to be construed by
any Party hereto as creating different rights and obligations, or duplication or
multiplication of the rights and obligations, of the Parties to this Agreement under any
version of this Agreement.
18.3 Each Party:

a. acknowledges that, with its agreement, this Agreement has been predominantly
negotiated in the English language;

b. represents that it has read and fully understands the contents and
consequences of this Agreement;

c. agrees that the execution of this Agreement in both English language and
Indonesian language versions will not affect the validity, binding effectiveness
and enforceability of this Agreement;

d. represents that it has made and entered into this Agreement freely and without
duress; and

e. represents that it has received independent legal advice regarding this

Agreement.

19. ANTI-CORRUPTION AND HUMAN RIGHTS

19.1 Human Rights Policy; Community Policy.

BKMS acknowledges and agrees that it has read PTFI’s Human Rights Policy and
that the Human Rights Policy requires that it respect International Human Rights.
Consistent with this, each Party warrants and agrees that, in performing all activities

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PTFI9TFI DRAFT MAY 1619, 2019

contemplated under this Agreement, each Party and its Subcontractors, and their
respective employees, directors, officers, and other representatives, shall respect
and comply with PTFI’s Human Rights Policy and any International Human Right.
Each Party warrants and agrees that it will (i) promptly investigate any allegations of
International Human Rights violations allegedly caused by itself or any Subcontractor
that are brought to its attention, (ii) notify the other Party and the complainant of the
results of that investigation, and (iii) take appropriate remedial action where such
investigations confirm International Human Rights violations have occurred. Each
Party shall report to the other Party all grievances by third parties regarding
International Human Rights matters associated with its performance under this
Agreement. Each Party’s failure to abide by this provision shall be deemed a
material breach of this Agreement entitling the other Party to terminate this
Agreement. Each Party shall have the right to conduct an audit of any and all
activities related to any services performed by the other Party or any Subcontractor
to ensure compliance with the requirements of this Section 19.1. Each Party shall
have the right to require that the other Party provide a copy of PTFI’s Human Rights
Policy to each Subcontractor, each subcontractor (of any tier) of all Subcontractors,
and to the respective employees and representatives of each of the foregoing. Each
Party will provide periodic certificates of compliance with this Section 19.1 upon
request by the other Party.

BKMS acknowledges and agrees that it has read PTFI’s Community Policy. Each
Party understands and agrees that each Party and its Subcontractors are expected
to conduct all activities contemplated under this Agreement in a manner that is
consistent with PTFI’s Community Policy.

19.2 Ethics and Prohibited Corrupt Practices.

PTFI has a stated Supplier Code of Conduct which shall be followed by all Persons
contracting with PTFI. Each Party represents that it has read, understands, and will
adhere to, and has required all its personnel and Subcontractors to read, understand,
and adhere to, the principles contained in PTFI’s Supplier Code of Conduct. PTFI
will only deal with Persons who uphold the highest standards of honesty, ethics, and
professionalism in the conduct of their businesses. PTFI takes very seriously and will
investigate any suggestion or evidence that any Person has engaged in corrupt or
improper business practices, or has used coercion, improper inducements, offers of
improper inducement, or violence to gain contractual advantage. These are
practices that PTFI does not allow and PTFI will avoid any direct or indirect dealings
with any Persons who conduct their businesses this way. Should PTFI discover that
BKMS has engaged in such practices, it will be entitled to terminate this Agreement
and may withhold compensation, subject to payment for activities that are not the
subject matter of a violation of this Section 19.2 and that were performed in
accordance with this Agreement prior to such termination, to avoid any
reimbursement or rewarding of BKMS for such improper practices. These policies
will be strictly enforced.

In particular, it is expressly prohibited for each Party and its Subcontractors to make,
offer, or promise any illegal or otherwise improper payment or transferring anything of
value to any Person of Concern, third party, or PTFI employee in order to perform its
obligations under this Agreement, obtain permits or governmental permissions, or
receive or retain PTFI business under this Agreement. PTFI also requires that all
documentation submitted to each Party, including, without limitation, any
documentation of expenses for which reimbursement is requested or any invoices for
which payment is requested, be complete and accurate both as to the amounts
involved and as to the nature of the expenses. Each Party agrees to cooperate with

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the other Party in supplying any documentation or justification either Party may
require in support of payment requests by the other Party. Each Party will not make
payments to the other Party against invoices or payment requests that are
inadequately documented.

Each Party certifies that in connection with this Agreement it has not directly or
indirectly made, offered, or promised, and will not make, offer, or promise, any illegal
or otherwise improper payment or transfer of anything of value to any Person of
Concern, third-party, or PTFI employee, and that it will comply with all applicable
Laws, including the Relevant Laws, in the performance of this Agreement.

Each Party certifies that neither it nor any of its principals or owners, nor any of its
Subcontractors and their principals or owners, nor any other Person who will perform
obligations under this Agreement, are listed on the Specially Designated Nationals,
Specially Designated Terrorists, and/or Specially Designated Narcotic Traffickers lists
maintained by the Office of Foreign Asset Controls, United States Department of
Treasury. Each Party certifies that neither it nor any of its principals or owners, nor
any of its Subcontractors and their principals or owners, nor any other Person who
will perform obligations under this Agreement, nor any financial institution to or
through which funds will be transferred in satisfaction of any portion of this
Agreement, are the subject of any other United States sanctions programs, or of any
blocking or denial order by the United States government.

Further, each Party hereby acknowledges, agrees, and certifies that it has obtained,
reviewed, and will comply with, and will ensure that each of its Subcontractors
obtains, reviews, and complies with, PTFI’s Anti-Corruption Policy.

Failure of any certification in this Section 19.2 to be true or the submission of false
supporting documentation shall be grounds for termination for default of this
Agreement, and any penalties or fines assessed PTFI for violations of this Section
19.2 caused by BKMS, its agents, or its Subcontractors may be either deducted from
BKMS’s pay applications or invoiced to BKMS at such intervals as may be
determined by PTFI, with each such invoice due and payable within 5 days of receipt
by BKMS. Further, any amounts owed to BKMS that are frozen, held, or confiscated
by, or at the direction of, any Governmental Authority due to a failure of one or more
of the certifications set forth in this Section 19.2 to be true will not be paid to BKMS
unless and until such amounts are released by, or approved for release by, such
Governmental Authority.

19.3 For the purpose of this Clause 19, the following words and expression has the
meaning ascribed to them below

“Applicable Jurisdiction” means the United States of America and the country(ies)
in which the Parties perform under this Agreement, if any part of the Party’s
performance is outside of the United States of America;

“Governmental Authority” means any transnational, domestic or foreign federal,

state or local governmental, regulatory or administrative authority, department, court,
agency or official, including any political subdivision thereof.

“Government Official” means any Person qualifying as a public official or a “foreign

official” under the laws of the Applicable Jurisdictions or any of the other Relevant
Laws, including, without limitation, (i) a Person holding an official position, such as an
employee, officer, or director, with any government, or agency, department, or
instrumentality thereof, including a state-owned or -controlled enterprise; (ii) any

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PTFI9TFI DRAFT MAY 1619, 2019

Person “acting in an official capacity,” such as a delegation of authority, from a

government, or agency, department, or instrumentality thereof, to carry out official
responsibilities, including a specific project assignment; or (iii) an official of a public
international organization such as the United Nations, the World Bank, the
International Monetary Fund, or a regional development bank.

“International Human Rights” means the fundamental principles and standards that
enable individuals everywhere to have freedom to live in dignity. All human rights are
universal, interrelated, interdependent, and indivisible. International human rights
include, but are not limited to, right to safe and healthy working conditions, right to
life, liberty and security of person, right to health, right not to be subjected to forced
and compulsory labor or child labor, right to freedom of association, etc. The full
definition of International Human Rights can be found within the 30 articles of the
United Nations’ Universal Declaration of Human Rights (UDHR);

“Person” means any natural person, entity, or Governmental Authority including, but
not limited to, any corporation, firm, joint venture, partnership, trust, unincorporated
organization, voluntary association, or any department or agency of any
Governmental Authority.

“Person of Concern” means (i) a Government Official; (ii) a political party, an official
of a political party (including any member of an advisory council or executive council
of a political party), or a candidate for political office; (iii) an immediate family
member, such as a parent, spouse, sibling, or child of a Person in either of
categories (i) and (ii) above; or (iv) an agent, intermediary, or close business
associate of any Person in any of the foregoing categories.

“Relevant Laws” means applicable anti-bribery, anti-corruption, and anti-money

laundering laws, rules, regulations, decrees, and/or official government orders of any
governmental body of the Applicable Jurisdictions, including the United States
Foreign Corrupt Practices Act of 1977, as well as any other applicable legislation
implementing either the United Nations Convention Against Corruption or the OECD
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions;

“Subcontractor” means a Person that has a direct contract with BKMS to perform
any of BKMS’s obligations under the Lease or other agreements entered into in
connection with the Project;

20. CONFIDENTIALITY

20.1 Subject to Section 20.2 the Parties shall (and shall ensure that their respective
employees, agents, advisers and Groups shall) safeguard, treat as confidential and not
use for the purposes of its own business any information, documents or materials which
it acquires in connection with this Agreement or the negotiation or implementation
thereof.

20.2 The confidentiality provisions in Section 20.1 shall not apply to:
(a) any disclosure required by law or by any relevant regulatory authority
(including any tax authority, if such requirement has the force of law) or by the rules
of any recognised stock exchange, in which circumstances the Party concerned
shall, if practicable, supply a copy of the required disclosure to the other Party before
it is disclosed and comply with the reasonable requests of the other Party regarding
the extent of the disclosure;

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PTFI9TFI DRAFT MAY 1619, 2019

(b) any disclosure of information where the information has come into the public
domain other than through breach of this Section 20;

(c) any disclosure of details of the affairs, finances and accounts of the Parties to
the auditors and the professional and financial advisers of the Parties where such
advisers are required to know the same to carry out their duties or functions.;

20.3 Where confidential information is disclosed to a third party in reliance on any of the
exceptions referred to in Section 20.2, the disclosing Party shall remain responsible for
subsequent disclosure by the recipient, as if any such disclosure were made by the
disclosing Party and not the recipient.

20.4 The obligations of confidentiality in this Section 20 shall survive the termination of this
Agreement and shall continue until any of the relevant confidential information enters
the public domain through no fault of the relevant Party or of any other person owing a
duty of confidentiality to the Parties.

This Agreement may be executed in one or more counterparts and each of such
counterparts taken as a whole shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties have signed this Agreement on the date and year first
above written.

PT BERKAH KAWASAN MANYAR PT FREEPORT INDONESIA

SEJAHTERA

Name: [*] Name: [*]

Title: [*] Title: [*]

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Name: [*] Name: [*]

Title: [*] Title: [*]

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EXHIBIT A
Description of the Land

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Exhibit A – 1 – Coordinates [NOTE THIS DRAWING NEEDS TO BE REVISED TO ADD AREA

5A] Commented [M&T25]: Subject to finalization by both
Parties.

Exhibit A – 2
Map Showing Kali Mati Land Commented [M&T26]: To be confirmed by BKMS.

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EXHIBIT B
3.5 Meters Site Elevation Work by BKMS

Schedule of completion dates:

1. Area 1 (35.2Ha) has been handed over by on 10 May 2019;

2. Area 2 (23.9 Ha) has been handed over by on 10 May 2019;

3. Area 3 (21.4 Ha) will be completed to elevation +3.5m to by no later than

15has been handed over on [ ] May 2019;

4. Area 4 (22.4 Ha) will be completed to elevation +3.5m to by no later than

1030 June 2019; and

5. Area 5A (0.92 Ha) will be completed to elevation +3.5m to by no later than 30

June 2019.

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Handover Procedures

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EXHIBIT C
Form of Land Purchase Deed

PERJANJIAN JUAL BELI TANAH

No :
Lembar Pertama

Pada hari ini, ---------- tanggal ---------- .----------------------------------

Yang bertandatangan di bawah ini: ---------------------------

I. 1. Tuan------------, lahir pada tanggal -----------, Pekerjaan ----------------,

pemegang Kartu Tanda Penduduk NIK : ---;-------------

Warga Negara Indonesia, bertempat tinggal di -----, Kecamatan -------,

Kelurahan ------, Rukun Tetangga ------, Rukun Warga ------; -----------
---------------------------
“selaku Penjual, untuk selanjutnya disebut; --------------------------------
---------------------- PIHAK PERTAMA

II. Nyonya -----------, lahir pada tanggal --------------, Pekerjaan Mengurus

Rumah Tangga, pemegang Kartu Tanda Penduduk NIK : --------------,
Warga Negara Indonesia, bertempat tinggal di Jepara, Kecamatan ---------
----- Kelurahan ------, Rukun Tetangga 001, Rukun Warga 001 ; -----------
-----
“selaku Pembeli, untuk selanjutnya disebut; -----------------------------------
------------------ PIHAK KEDUA --------------------------------

Pihak Pertama menerangkan dengan ini menjual kepada Pihak Kedua dan
Pihak Kedua menerangkan dengan ini membeli dari Pihak Pertama : ---------
-------------------------------------------------------
 Hak Milik Nomor ---------/Demaan atas sebidang tanah sebagaimana
diuraikan dalam Surat Ukur tanggal --------- Nomor ------------- seluas --
--------- m² (------------------- meter persegi), Nomor Identifikasi Bidang
(NIB) : --------- dan Nomor Surat Pemberitahuan Pajak Terhutang Pajak

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Bumi dan Bangunan (SPPTPBB) Nomor Obyek Pajak (NOP) : ----------

------------, dipergunakan untuk tanah non pertanian.---------------

- terletak di: -------------------------------------------------------------------

- Provinsi : ----------; ---------------------------------- Kabupaten

: -------; ----------------------------------------

- Kecamatan : --------; ----------------------------------------

- Kelurahan : ------------; ---------------------------------------

Jual beli ini meliputi pula: --------------------------------------------------- segala

sesuatu yang berada dan tertanam diatas tanah tersebut. ----
Selanjutnya semua yang diuraikan di atas dalam akta ini disebut "Obyek Jual
Beli". -------------------------------------------------------------

Pihak Pertama dan Pihak Kedua menerangkan bahwa: ----------------

a. Jual beli ini dilakukan dengan harga Rp. -------------,- (----------------- juta
rupiah). --------------------------------------------------
b. Pihak Pertama mengaku telah menerima sepenuhnya uang tersebut diatas
dari Pihak Kedua dan untuk penerimaan uang tersebut akta ini berlaku
pula sebagai tanda penerimaan yang sah (kwitansi). -------------------------
------------------------------------

Jual beli ini dilakukan dengan syarat-syarat sebagai berikut: ----

------------------------------------- Pasal 1 ------------------------------------

Mulai hari ini obyek jual beli yang diuraikan dalam akta ini telah menjadi
milik Pihak Kedua dan karenanya segala keuntungan yang didapat dari, dan
segala kerugian/beban atas obyek jual beli tersebut diatas menjadi
hak/beban Pihak Kedua. ---------------------- ------------------------------------
Pasal 2 ------------------------------------
Pihak Pertama menjamin, bahwa obyek jual beli tersebut di atas tidak
tersangkut dalam suatu sengketa, bebas dari sitaan, tidak terikat sebagai
jaminan untuk sesuatu utang yang tidak tercatat

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dalam sertipikat, dan bebas dari beban-beban lainnya yang berupa apapun.
-------------------------------------------------------------------------

-------------------------------------- Pasal 3 -----------------------------------

Para pihak dalam hal ini dengan segala akibatnya memilih tempat
kediaman hukum yang umum dan tidak berubah pada Kantor Panitera
Pengadilan Negeri _________.

-------------------------------------- Pasal 4 -----------------------------------

Biaya pembuatan perjanjian ini, uang saksi dan segala biaya peralihan
hak atas Obyek Jual Beli [dibayar oleh Pihak Kedua/ditanggung bersama
oleh para pihak/ditanggung oleh Pihak Pertama]. --------------------------

Demikianlah Perjanjian ini dibuat dihadapan para pihak dan para saksi
sebagai berikut yang turut menyaksikan penandatanganan perjanjian ini:
1. Tuan ------------------, lahir pada tanggal ______ ; ----------------------------
----------------------------------------
2. Tuan --------------------------, lahir pada tanggal _____;
Keduanya merupakan ___________ . ----------------------------

Sebagai bukti kebenaran pernyataan yang dikemukakan oleh Pihak Pertama

dan Pihak Kedua tersebut di atas, perjanjian ini ditandatangani oleh Pihak
Pertama, Pihak Kedua, dan para saksi sebanyak 2 (dua) rangkap asli yang
masing-masing memiliki kekuatan hukum yang sama.

Para pihak berjanji bahwa para pihak akan meng-aktakan perjanjian ini ke
dalam suatu Akta Jual Beli yang dibuat oleh PPAT yang berwenang untuk
keperluan pendaftaran peralihan hak akibat jual beli dalam akta ini, ke
kantor pertanahan yang berwenang.

Pihak Pertama Pihak Kedua

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------------
--------------------- ------------------------

Saksi Saksi

------------------------------ --------------------

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EXHIBIT D
Map Showing the Conveyor and Pipeline Causeway Commented [M&T27]: Subject to minor revision.

Exhibit D – 1

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Exhibit D - 2

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Exhibit D - 3

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