PT/PMA THE SKOVE ATELIER PERERENAN - SHAREHOLDERS AGREEMENT

Pact modified on March xx, 2023 = V0

Between the undersigned:

The Company PT Studiobase,

represented by Eduardo Sepulveda

born on ………………….. in …………, of Spanish nationality,

domiciled at ………………………………………………,

M. Sandra COLLADO

born on ………………….. in …………, of Spanish nationality,

domiciled at ………………………………………………,

Hereinafter referred to collectively as "the FOUNDERS" and individually as "the FOUNDER",

Firstly ;

And :

M. Angelos GERMIDIS

born on ………………….. in …………, of French nationality,

domiciled at ………………………………………………,

M. Clément THEVENET

born on ………………….. in …………, of French nationality,

domiciled at ………………………………………………,

The Company PT Bridge, represented by Richard Jansen

born on ………………….. in …………, of Dutch nationality,

domiciled at ………………………………………………,

Hereinafter referred to collectively as "the INVESTORS" and individually as the "INVESTOR",

On the other hand

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The FOUNDERS and the INVESTORS will hereinafter be collectively referred to as "the PARTNERS".

IT IS PRIOR TO THE FOLLOWING EXPLANATION:

The COMPANY's corporate purpose, as defined by its statutes: “Villa rental”

The FOUNDERS created the COMPANY and are shareholders.

The INVESTORS, who are shareholders of the company today, declare that they know the activity of
the COMPANY and are interested in it.

The PARTNERS have expressed their common desire to contribute as effectively as possible to the
development of the COMPANY. They have therefore agreed to organize their relations through this
PACT.

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Article 1 Definitions

PACT:

This Shareholders' Agreement, which may be amended by amendment(s) signed by each of the
PARTNERS.

THIRD PARTY:

Any natural or legal person who has not signed the PACT or who has not adhered to these presents.

TRANSFER (OF SECURITIES):

Any operation free of charge or for consideration resulting in a transfer of ownership of Shares or
other Transferable Securities for any reason whatsoever.

SECURITIES:

- The shares,

- All securities other than Shares,

- Investment certificates,

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ART 2 Purpose of the agreement

The purpose of the AGREEMENT is to define the rights and obligations of the PARTNERS, in
particular regarding the Actions, the governance of the COMPANY and the terms and conditions
that they agree to respect during its duration, with a view to pursuing their objectives. common
throughout the COMPANY.

This AGREEMENT is in addition to the COMPANY's articles of association. It constitutes a

contract binding the PARTNERS, all Associates or future Associates of the COMPANY.

By express agreement between the PARTNERS, the stipulations of this AGREEMENT shall prevail
over those of the COMPANY's Articles of Association in the event of contradiction.

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ART 3 Declaration from the partners

Each AGREEMENT PARTNER declares and warrants that he/she/it has the capacity to sign and
execute the AGREEMENT and, where applicable if it is a legal person, that the signing and
execution of the AGREEMENT has been validly authorized by its organs. competent
management.

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ART 4 Project and common objectives

The PARTNERS have decided to join forces to develop and implement a project for the construction
and operation of a Compound (hereinafter “the PROJECT”) located in Pererenan.

The common objectives of the PARTNERS, signatories of this Pact, are as follows:

- Obtain a satisfactory annual return on investment from the date of operation of the Compound
(objective of opening of the Compound on date: July 2023);

- Also generate a capital gain on the sale to a Third Party of all the shares of the COMPANY, or of all
the land lease and real estate assets;

- To be able to use one of the individual "villas" making up the Compound free of charge, for a
maximum annual period to be defined with the Operator, outside the high season, in proportion to
the investment of each person in the project. This maximum duration may be revised each year from
the date of commissioning of the complex on the proposal of the Operator (See Appendix 2).

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Art 4.2 PT PMA SAP

The PT/PMA The Skove Atelier Pererenan (hereinafter “the PMA” or “the COMPANY”) is a company
incorporated under Indonesian law. It was incorporated on March XXX, 2023 by the FOUNDERS
according to the deed of incorporation before a notary appended to this Agreement. This deed of
incorporation defines the Articles of Association of the Company.

The initial share capital of the PMA is IDR xxxx billion, divided into xxxx Shares with a par value of IDR
10,000.

In addition to the funds contributed in capital to the COMPANY (subscription or purchase of Shares),
the PARTNERS undertake to contribute funds in a partner's current account, or in a partner's loan, in
proportion to their share in the capital. of the COMPANY, as and when the financial needs related to
the progress of the PROJECT.

The proportion "capital contribution" / "contribution in current account or partner loan" will be of
the order of 20% / 80% of the amount of the commitment.

The contributions of each of the PARTNERS is recorded in US Dollars. It is therefore the COMPANY
that will assume any exchange rate risks when transferring funds to the COMPANY's account in
Indonesia.

Funds contributed to a partner current account, or a partner loan, will be remunerated at the
maximum rate authorized by Indonesian tax law (remuneration of partner current accounts or
remuneration of partner loans), starting from the start date of the operation of the Hotel.

The corresponding interests will be paid to the PARTNERS on a quarterly basis, with the first payment
of interest taking place on the anniversary date of the start date of the operation of the compound,
then every three months.

The frequency of the payment of interest may be revised by a decision of the general meeting of
shareholders, taken by a simple majority of votes.

In the event of partial reimbursement of the current account of one of the PARTNERS, or of its
associate loan, for any reason whatsoever, but apart from the cases of early withdrawal of one of the
PARTNERS provided for in article 4.4 below, the COMPANY must simultaneously offer the other
PARTNERS to partially reimburse their current account in proportion to their respective contribution
commitments, as soon as the COMPANY's cash allows it.

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4.4 Commitment of staying in the project

In order to demonstrate their commitment and their solidarity in the implementation of the
PROJECT, the PARTNERS undertake to remain within the PROJECT for a period of five years from
the date of the start of the operation of the Hotel, except case of force majeure.

This commitment means that - up to this limit of the first five years of operation of the Hotel -
the PARTNERS are prohibited from assigning their Shares in the COMPANY, either to other
PARTNERS or to THIRD PARTIES, except in the case of force majeure.

Cases of force majeure are exclusively the following:

1/ death of the PARTNER,

2/ 2nd or 3rd category disability of the PARTNER,

3/ serious financial difficulty of the PARTNER, such as:

o situation of over-indebtedness (over-indebtedness of individuals),

o end of the right to unemployment benefits paid following a dismissal,

o cessation of activity following a judicial liquidation (legal person),

must be duly justified to the other PARTNERS and subject to validation of the reasons given by
the simple majority of the other PARTNERS (majority of votes).

The occurrence of one of the cases of force majeure mentioned above entails the automatic
disengagement of the PARTNER concerned, unless - in cases (2) and (3) - the PARTNER
concerned expressly waives this right.

However, in the event that a PARTNER wishes, for various reasons, to withdraw from the
PROJECT before the aforementioned deadline and apart from the cases of force majeure listed
above, he should make an express request to the Management Board of the COMPANY, which
submit it to the General Assembly.

The principle of this exceptional early disengagement, as well as the proposed terms and
conditions for this disengagement, should be approved by a majority of 2/3 of the votes of the
shareholders, the PARTNER wishing to disengage not taking part in the vote.

For there to be a refusal of a Partner's request for early disengagement, this refusal would have
to obtain at least 1/3 of the votes of the associates, the PARTNER wishing to disengage not
taking part in the vote, and that he comes from at least two partners.

In the event of a blocking situation (neither approval by at least 2/3 of the votes, nor refusal by
at least 1/3 of the votes from at least two partners, of the proposal submitted to the vote) the
partners would together develop a new proposal and would proceed to a new vote likely to
unblock the situation.

4.5 Substitution of a physical person by a company

A PARTNER will have the possibility of being replaced in its rights and obligations by a legal
person of which it would hold control, and of which it would undertake to retain control until
the end of the 5th year from the start date. of the operation of the Hotel, provided that this

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legal person (i) is duly constituted and duly authorized by a representative and (ii) expressly
adheres to the PACT in its entirety during the substitution.

In such a case, the PARTNER undertakes to inform the Management Board of the Company prior
to the planned substitution of the corporate name of this legal entity, its nationality, its legal
status, the register of shareholders and the name of its representative duly authorized.

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ART 5 Rules regarding the transfer of shares

The COMPANY's articles of association define in their article 7 (“Transfer of Shares”) the terms
and conditions for the transfer of the COMPANY's Shares.

5.1 Preemption

The Transfer of Shares is free between PARTNERS.

Any Transfer of Shares to a THIRD PARTY is subject to the exercise, under the conditions below,
of the following right of first refusal.

Donation, contribution, exchange, merger, demerger operations relating to the Shares are not
subject to the right of pre-emption but to the approvals provided for by the COMPANY's Articles
of Association and by the PACT, subject to the express condition that the new shareholders
accept the terms of this PACT and comply with it.

5.1.2.

All the PARTNERS benefit from a right of pre-emption on the Shares at the price freely agreed
between the Assignor and the Assignee.

The Transferor must notify its proposed transfer of Shares to the Management Board of the
company or its Agent. It must indicate therein the name, nationality and domicile of the
Assignee (its corporate name, its legal status and its registered office if it is a legal entity), the
number of Shares whose assignment is envisaged, the agreed transfer price and the main
conditions of the transfer.

This notification constitutes an offer of transfer for the benefit of all the PARTNERS, who benefit
from a right of pre-emption.

The proposed transfer must also be accompanied by an irrevocable commitment letter to

purchase the Shares signed by the initial Transferee containing the number of Shares whose
transfer is planned and the agreed price per Share.

Within eight (8) days of this notification, the Management Board of the COMPANY or its Agent
informs all the PARTNERS, by registered letter with acknowledgment of receipt and by e-mail, of
the transfer project, reproducing all the indications included in the notification of the Assignor
and recalling the provisions of this article of the PACT, and in particular the conditions of form
and deadline governing the exercise of the right of pre-emption.

PARTNERS who wish to exercise their right of first refusal must notify the COMPANY's
Management Board by registered letter with acknowledgment of receipt and by email, before
the expiry of a period of thirty (30) days from this notification, indicating the number of Shares
they wish to acquire, at the purchase price per Share agreed between the Transferor and the
initial Transferee.

Failing this, they will be deemed to have definitively waived their right of pre-emption for the
transfer in question.

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 Within forty (40) days from the notification referred to in Article 5.1.2. the Management Board
of the COMPANY or its Agent counts the pre-emption rights exercised.

If the pre-emption rights are exercised for all the shares offered, the Management Board of the
COMPANY draws up a list of shareholders with an indication of the number of Shares pre-
empted by each of them, it being specified that in the event that the pre-emption requests
exceed the number of Shares offered, these would be distributed among the pre-empting
shareholders in proportion to the number of Shares they already hold respectively and within
the limit of their request.

The Management notifies the Assignor and all the PARTNERS without delay, by registered letter
with acknowledgment of receipt and by email.

5.2 Majority

5.2.1.

In the event that one or more PARTNERS (hereinafter referred to as "the Transferor(s)") holding
alone or together more than 50% of the capital of the COMPANY would consider the Transfer of
the all of their Shares and Securities of the COMPANY to a THIRD PARTY (hereinafter referred to
as "the Assignee") and in the absence of exercise of the right of pre-emption defined above by
the other PARTNERS, the Assignor(s) ) must (have) obtain the irrevocable agreement of the
Transferee on the purchase of all the Shares and Securities of the other PARTNERS (hereinafter
referred to as "the Beneficiaries") according to the same terms and under the same price
conditions as those offered by the Assignee to the Assignor(s).

The same will apply if, following a Share Transfer, even by pre-emption, a minority shareholder
of the COMPANY comes to hold more than 50% of the capital. This shareholder must commit, by
becoming the majority shareholder, to the purchase of all the Shares and Securities of the other
PARTNERS under the same terms and under the same price conditions as those offered by the
Assignee to the Assignor(s). ).

5.2.2.

The Transferor(s) must therefore, prior to any commitment on its part with a view to the
Transfer of all of its Shares and Securities, obtain the irrevocable commitment of the Transferee
which the latter will offer to the Beneficiaries the possibility of acquiring, if the Beneficiaries so
wish, all of their Shares and Securities under the same conditions and according to the same
terms as those offered by the Assignee to the Assignor(s).

5.2.3.

Consequently, the Assignor(s) must notify the PARTNERS, at the same time as the notification
provided for in Article 5.1.2. of the PACT, that the transfer project will have the effect of
conferring, by Transfer of ownership, on the Transferee more than 50% of the capital of the
COMPANY.

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The Beneficiaries will then have a period of forty (40) days from the notification of the
Transferor(s) to notify the Management Board of the COMPANY and the Transferee, by
registered letter with acknowledgment of receipt and by email, if they wish to transfer all their
Shares and Transferable Securities pursuant to the provisions of article 5.2.1.

In the event of a joint withdrawal by a Beneficiary, the transfer price of the Share will be equal
to that granted and accepted by the Assignor(s).

5.2.4.

En cas d’exercice du droit de sortie conjointe par un Bénéficiaire, il sera procédé à la cession de
ses Actions et Valeurs Mobilières dans le délai visé dans le projet de Transfert notifié ou, si rien
n’est prévu à cet effet, dans un délai de quinze (15) jours à compter de l’expiration du délai de
quarante (40) jours, indiqué à l’article 5.2.3.

5.2.5.

A l’effet de s’assurer du rachat effectif par le Cessionnaire des Actions et valeurs Mobilières des
Bénéficiaires et de leur paiement dans le délai ci-dessus, le(s) Cédant(s) ne transfèrera(ont) la
propriété des Actions cédées et ne percevra(ont) leur prix qu’à la condition que simultanément
le Cessionnaire s’acquitte du prix de cession et se voit transférer la propriété des Actions et
Valeurs Mobilières des Bénéficiaires par chèque de banque.

5.2.6.

Si en contravention avec les dispositions qui précèdent le Cessionnaire procédait à l’acquisition

des Actions du(es) Cédant(s) mais n’achetait pas les Actions et Valeurs Mobilières des
Bénéficiaires, le(s) Cédant(s) serai(en)t tenu(s) de se porter lui(eux)-même(s) acquéreur(s) de la
totalité des Actions et valeurs Mobilières des Bénéficiaires dans un délai de huit (8) jours à
compter de l’expiration du délai imparti par l’article 5.2.5. au Cessionnaire pour se voir
transférer les Actions et Valeurs Mobilières des Bénéficiaires.

5.3 Obligation of exit

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ART 6. Anti-dilution clause Capital modification

6.1.

Each PARTNER will benefit from the permanent right to maintain his participation in the capital
of the COMPANY in the proportion of this capital represented by the Shares he will hold
following the Share Transfer operations between the FOUNDERS and the INVESTORS and for
subscription of Shares provided for in article 4.2 of this AGREEMENT, and this on the occasion of
any immediate or deferred capital increase of the COMPANY or any operation to issue
Transferable Securities which may lead to its dilution.

Consequently, the PARTNERS collectively undertake that each of them will be able to subscribe
to the capital increase in proportion to the portion of Shares he holds in the capital of the
COMPANY prior to this increase in capital.

To this end, the PARTNERS collectively undertake not to propose or vote on any capital increase
involving the cancellation or limitation of their subscription rights, except by unanimous decision
of the PARTNERS;

6.2.

It is agreed between the PARTNERS that the valuation method and the valuation of the
COMPANY used for all capital increase operations or any operation to issue Transferable
Securities that may lead to the dilution of the PARTNERS' participation in the COMPANY will be
in accordance with the provisions of article 5.1.5. of this PACT, unless otherwise decided by the
PARTNERS taken by a majority of 2/3 of the votes.

For there to be a refusal of a request to modify the provisions of article 5.1.5. of this PACT, this
refusal must obtain at least 1/3 of the votes of the associates and that it emanates from at least
two associates.

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ART 7 Distribution of dividends

The appropriation of the profits of the company and the distribution of dividends are governed by
Articles 18 and 19 of the Articles of Association.

No dividends will be distributed before the total reimbursement of the associate current accounts
and the associate loans.

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ART 8 Sale of property

The Management may also propose to the General Meeting an early global sale, before the end of
the 5-year period, in the event that a particularly interesting opportunity arises.

In this case the proposal of the Management must be approved by a majority of 2/3 of the votes of
the Shareholders.

For there to be a refusal of a proposal from the Management Board for the early sale of the
company's shares or the early sale of the Land and the Compound, before the period of five years of
operation provided for in the PACT, this refusal would have to obtain at least 1/3 of the votes of the
associates and that it emanate from at least two associates.

In the event of a blocking situation (neither approval by at least 2/3 of the votes, nor refusal by at
least 1/3 of the votes from at least two partners, of the proposal submitted to the vote) the partners
would together develop a new proposal and would proceed to a new vote likely to unblock the
situation.

Any capital gain generated by the sale of the shares of the PMA, or - within the PMA - by (i) the
sale of the Land and the Hotel or (ii) the sale of the goodwill of the Hotel, will be shared between
the Partners in proportion to their shares on the date of the sale.

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ART 9 Governance

9.1

The COMPANY is managed and directed by ( 1 or 2?) Director, whose constitution, duties and powers
as well as the mode of operation (meetings) are defined in Articles 11 to 13 of the Articles of
Association.

The Management Board has a maximum of three members.

The COMPANY also has a Supervisory Board, whose constitution, duties and powers as well as the
mode of operation (meetings) are defined in Articles 14 to 16 of the Articles of Association.

9.2

As stipulated in Article 17 of the Articles of Association, the Management Board must present to the
Supervisory Board its annual Work Plan (Business Plan), including the COMPANY's Annual Budget
(income statement), at least thirty days before the start of financial year, and submit it for its
approval.

The Annual Work Plan must imperatively include an annual Monthly Cash Flow Forecast.

The form of these various documents will be defined by the Management Board and approved by the
Supervisory Board.

In addition, the Management Board must present and submit for the approval of the Supervisory
Board, simultaneously with the Work Plan mentioned above:

- The Investment Plan, as well as the Financing Plan for Investments and the Working Capital
Requirement;

- The Hotel's Strategic Marketing Plan (including the pricing policy), drawn up in close collaboration
with the Compound Operator;

- The Recruitment Plan for the employees necessary for the preparation of the start of the Hotel's
activities, its start-up and then its operation at full speed, as well as the Salary Policy, drawn up in
close collaboration with the Hotel Operator. and taking particular account of the constraints of
Indonesian social law.

- The lease extension strategy

Finally, the documents provided for in article 9.2. of this AGREEMENT will be sent to the PARTNERS
by the Management Board after their approval by the Supervisory Board.

Article 9.6 Transaction cap

The Management of the COMPANY may not perform the following acts without the prior validation
by the PARTNERS meeting in a general meeting and ruling by a simple majority of 2/3 of the votes
(present or represented):

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- Any transaction involving an annual commitment by the COMPANY of an amount greater than
USD20,000;

- The conclusion of any employment contract including gross annual compensation (fixed part +
projected variable part) greater than USD24,000;

- Any bank debt contracted by the COMPANY for an amount greater than USD20,000

- Any investment by the COMPANY of an amount greater than USD30,000;

- Any transfer of COMPANY assets with a value greater than USD30,000;

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ART 10 Right to information

The COMPANY's Executive Board ensures the transmission to the Supervisory Board, on a quarterly
basis and before the end of the month following the end of the quarter, of a copy of the COMPANY's
management charts accompanied by its comments on the activity of the COMPANY.

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ART 11. Validity

This PACT is approved by all the PARTNERS of the PROJECT.

It replaces and cancels any other document of the same nature signed prior to its date of signature.

It takes effect from its signature, and it will be binding on the signatories as long as they remain
owners of all or part of the COMPANY securities which are the subject of it.

It will expire after a period of twelve (10) years from its signature.

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ART 12. Confidentiality

12.1

Each of the PARTNERS undertakes to consider as strictly confidential, and as such not to disclose,
assign or transfer to a THIRD PARTY, all documents and information that it may acquire or to which it
will have access in the context of its relations with the COMPANY or its responsibilities within the
COMPANY, in particular concerning the activity, strategy, development, commercial and partnership
agreements, customers, the financial situation of the COMPANY, unless:

- The Supervisory Board of the COMPANY has given its prior consent in this regard;

- The applicable law or regulations require it;

- It is not a question of disclosure made to an employee or to a professional adviser of the COMPANY

with a view to the execution by the PARTNER concerned of its commitments and obligations, or the
exercise of its rights resulting from its participation in the COMPANY, and provided that the
employee or the aforementioned professional adviser undertakes beforehand to respect the same
commitment of confidentiality, which this PARTNER will be strong.

12.2

However, the information is not considered confidential;

- Fallen into the public domain due to THIRD PARTIES and without negligence of the PARTNER having
disclosed the information;

- Of which a PARTNER has become aware without breach of this confidentiality undertaking.

12.3

This PACT itself is subject to confidentiality unless it was necessary or mandatory to produce it before
a public administration or before a court, and except in the case described in article 14 below.

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ART 13. Modification of agreement

This AGREEMENT may be the subject of amendment(s), on the proposal of the Management, the
Supervisory Board or Shareholders representing together at least 20% of the capital of the
COMPANY.

To be validated, an Amendment to this AGREEMENT must obtain the approval of at least 2/3 of the
votes of the Shareholders of the COMPANY.

For there to be a refusal of a proposal to modify this PACT from the Management Board or the
Supervisory Board or from Partners representing together at least 20% of the capital of the company,
this refusal would have to obtain at least 1/ 3 of the shareholders' votes and that it emanates from at
least two shareholders.

In the event of a blocking situation (neither approval by at least 2/3 of the votes, nor refusal by at
least 1/3 of the votes from at least two partners, of the proposal submitted to the vote) the partners
would together develop a new proposal and would proceed to a new vote likely to unblock the
situation.

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ART 14. Adhesion to the agreement

Any THIRD PARTIES subscribing for Shares not yet subscribed or new Shares of the COMPANY must,
prior to this subscription, adhere unreservedly to this AGREEMENT, by virtue of a writing notified to
the Management Board.

If the THIRD PARTY has not formally adhered to the PACT prior to subscription, the planned
subscription cannot be carried out.

Each of the PARTNERS wishing to proceed with a transfer of securities for the benefit of a THIRD
PARTY to the AGREEMENT must ensure that prior to this transfer the Assignee has adhered to the
AGREEMENT without reservation, by virtue of a writing notified to the PARTNERS.

If the THIRD PARTY has not formally adhered to the PACT prior to the transfer of securities, the
planned sale cannot be carried out.

For the implementation of this article, the PARTNERS give a mandate to the Management of the
COMPANY to collect the adhesion of the THIRD PARTY in their name and on their behalf.
Consequently, the signature by the Management Board or by its Agent of a copy of the AGREEMENT
also signed by the THIRD PARTY will constitute signature by all the PARTNERS. Said THIRD PARTY will
thereby become a party to the PACT.

The Management Board of the COMPANY will also have full power to include the name of the THIRD
PARTY in the AGREEMENT. A copy of the AGREEMENT modified with the name of the THIRD PARTY
will then be sent to each of the PARTNERS by the Management Board.

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ART 15. Jurisdiction

This PACT is, for its validity, interpretation and execution, subject to xxxx law.

In the event of a conflict related to the implementation of this PACT which could not be resolved
amicably, the competent court will be the xxxxx.

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ART 16.

16.1.

This AGREEMENT applies to all signatories, as well as their heirs and assigns, successors and
assignees.

16.2.

The invalidity of one or more clauses or provisions of this PACT will not invalidate the entire PACT.

16.3.

The provisions stipulated in the Preamble as well as the Annexes form an integral part of the PACT.

16.4.

The PARTNERS undertake to communicate, sign and deliver all information and all documents
necessary for the implementation and execution of the AGREEMENT, as well as to perform all acts
and take all decisions that may be necessary for its execution.

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Done in Bali, on …………………….. 2023

The founders

The investors

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Assets/ funding brought by each partner

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Appendix : Free nights and owner conditions

My suggestion is to not include free nights but introduce a significant discount rate (50%?)

and a limit of the number of discounted nights per annum (1 night per 2% of ownership = 50 nights
per annum).

The discount would apply to the different types of rooms equally

Upgrades are possible, to the discretion of the Compound Manager

The discounted nights must be booked 15 days in advance

Last minute discount night allowed is at J-2 if available

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