SHARES PURCHASE AND SHARES TRANSFER

This Shares Purchases and Shares Transfer (the “Shares Purchase”) is made
on [*], by and between:
1. Mr. [*], private person, having his address [*]
(hereinafter referred to as the “Seller”); and
2. [*] PTY LTD., a company organized and existing under the laws of [*],
having its registered office at [*].
(hereinafter referred to as the“Buyer”).
The Seller and the Buyer may hereinafter be referred to as the “Parties” or
individually as the “Party”.
WHEREAS :
A. The Seller is owner and holder of [*] shares of PT [*], a limited
liability company established and existing under Indonesian laws and
having its domicile in [*] (the “Company”).
B. The Seller wishes to sell and transfer to the Buyer and the Buyer
wishes to buy and receive the transfer from the Seller, [*] of the Seller
shares in the Company pursuant to the terms and conditions set forth
in this Shares Purchase.
C. To sell and transfer [*] of the Seller’ shares pursuant to this Shares
Purchase, an approval of the Indonesian Capital Investment
Coordinating (“BKPM”) is already obtained as stated in BKPM’s
Letter dated [*], Number [*]
NOW THEREFORE, the Parties hereby agree to enter and sign this Shares
Purchase pursuant to the terms and on conditions as follows :
------------------------------------------- Article 1 ---------------------------------------------
------------------------------------- Shares Purchase ----------------------------------------
Based on the terms and conditions under this Shares Purchase, the Seller
hereby sells and transfers to the Buyer and the Buyer hereby purchases and
receives the transfer from the Seller, [*] of the Seller’ shares of the Company
(“Shares”).
-------------------------------------------- Article 2 --------------------------------------------
------------------------------------ Share Purchase Price -----------------------------------
The Seller and the Buyer agree that the Shares Purchase of the Shares
hereunder is made and accepted at the price in the amount as it has been
agreed in an agreement separated from this Shares Purchase (“Shares
Purchase Price”). The full amount of such Shares Purchase Price has been
paid by the Buyer to the Seller and received by the Seller from the Buyer on the
date of this Shares Purchase; for which purpose the Parties hereby agree that
this Shares Purchase shall also constitute as the valid and binding receipt
thereof.
-------------------------------------------- Article 3 --------------------------------------------
----------------------- Transfer of Title and Share Ownership ------------------------
3.1 The Seller hereby transfers and delivers to the Buyer and the Buyer
hereby receives and accepts from the Seller the ownership and full
title of the Shares, including all benefit related to such Shares.
3.2 Thus, effective as of the date hereof, all profits, losses and risks of
such Shares shall be for the benefit, come and incoming the risk of the
Buyer, and that the Seller no longer has any right and interest
whatsoever in such Shares.
-------------------------------------------- Article 4 --------------------------------------------
----------------------------- Representations and Warranties --------------------------
4.1 The Seller hereby represents and warrants to the Buyer that :
a. The Seller is the registered owner of the Shares and that the
Shares are not subject to any dispute, claim or lawsuit
whatsoever and are not encumbered whatsoever to
whomsoever, and that they have never been sold other than
to the Buyer hereunder.

2
 b. The Seller is entitled to enter into and sign this Shares
Purchase; any and all necessary approvals have been
obtained accordingly.
c. After signing this Shares Purchase, the Seller now and in the
future shall have no right to claim or submit a lawsuit
whatsoever and in whatever amount to the Buyer in
connection with the title and ownership of the Shares and or
the signing of this Shares Purchase.
d. In relation to this Shares Purchase, the Buyer shall not now
nor in the future face claims and or lawsuits from any person
or any other party. The Seller is fully liable and hereby
releases the Buyer from and against any such claim, lawsuit
and or demand whatsoever and in whatever amount and
from whomsoever regarding the Shares or this Shares
Purchase, and that if there may be any, such claim and or
lawsuit shall become the full responsibility of the Seller.
e. This Shares Purchase does not violate any agreement to
which the Seller is bound.
4.2 The Seller hereby confirms and binds himself to the Buyer that any
and all of such representations and warranties above are correct and
validly bound to the Seller, and that any documents, approvals or
statements whatsoever made and provided by the Seller to the Buyer
hereunder and/or in connection with this Shares Purchase have been
truly made and provided by the Seller to the Buyer.
-------------------------------------------- Article 5 --------------------------------------------
------------------------------------- Power of Attorney --------------------------------------
5.1 By purchasing and receiving the transfer of the Shares under this
Shares Purchase, the Buyer is fully entitled to the Shares and
accordingly he may exercise all the rights attached to such Shares,
including the right regarding the ownership and other things which

3
 are owned by a shareholder pursuant to the Company’s Articles of
Association and the applicable regulations. They are including but
not limited to the following :
a. To notify the Company and other parties regarding the
transfer of the Shares from the Seller to the Buyer and ask
for the name of the Buyer to be registered in the Company
Shareholders Register.
b. To act for and in the name of the Seller, which name is still
registered in the Shareholders Register to do any and all
things, including but not limited to, attending the
shareholders meeting, to vote and ask questions, and to
adopt resolutions in a shareholders meeting of the
Company.
c. To receive dividends and sign the receipt thereof; and
d. To do any other necessary things which can be done and or
which constitute the rights of a shareholder.
5.2 To the extent they are still needed, however, the Seller hereby
irrevocably authorizes the Buyer to do and/or take any actions
and/or make any things that are required and/or needed to be done,
taken or made in relation to the Shares; and accordingly, if necessary,
for such purposes the Buyer shall be entitled to act for and on behalf
and in the name of the Seller. The proxy granted hereunder is an
inseperable part of this Shares Purchase and is granted with the right
of substitution.
-------------------------------------------- Article 6 --------------------------------------------
-------------------------------------------- Others -----------------------------------------------
This Shares Purchase is binding on the Parties and their respective heirs and
lawful successors.

4
Thus this Share Purchase is made and signed by the Parties on the date
mentioned above.

SELLER BUYER

Stamp of Rp.6000,-

_________________________ ___________________________________