NAMA: HERSINTA SETIARINI

NPM : 0806342264

DEFINITION IN JONT VENTURE AGREEMENT

1. “Affiliate” of any party to this agreement means any corporation, or other entiry
which, directly or indirectly, controls said party or is controlled by said party or is
under common control with said party, where “control” means power and ability to
direct the management and policies of the controlled corporation through ownership
of or control of a majority of the voting shares relative to the others shareholders of
the controlled corporation.
2. “AGM” means any Annual General Meeting of shareholders company.
3. “Agreement’ means this join venture agreement as from time to time amended or
suplemented, including its exhibits and appendices, attached there to.
4. “Article of Association’ means the article of association of the company, whic are in
corporated in the deed of establishment of the company substantially in the from and
substance set out in EXHIBIT A (the English version) to this agreement.
5. “Auditors” means the international firm of public accountants appointed as auditors
by the company pursuant to the provision of this agreement.
6. “Authorized Capital” means the authorized capital of the company.
7. “BKPM” means Badan Koordinasi Penanaman Modal of the Indonesian Coordinating
Board for Capital Investment.
8. “Board of Commissioners” means the board of commisioners of the company
constituted in accordance with the article association.
9. “Board of Directors” means the board of directors of the company constituted in
accordance with the articles of association.
10. “Business Day” means each day of the week excluding Saturday, Sunday, and public
holidays in Indonesia and/or Singapore.
11. “Calender Day” or “Day” mens a period of 24 (twenty four) hours commencing at
00.00 hours and ending at 24.00 hours.
12. “Company” means joint venture company to be formed pursuant of this agreement.
13. “Dollar” or “$” means the official currency of the United States of America.
14. “DOJ” means the departement of justice of the Republic of Indonesia.
15. “Domestic Party” means domestic person or entity, if any, who becomes a party to
this agreement
16. “Effective Date” means the date when this agreement shall become effective.
17. ‘EGM” means Extraordinary General Meeting of shreholders of the company.
18. “MOJ Approval” means the approval from the MOJ to the deed of establishment of
the company.
19. “Foreign Parties” means foreign entity, if any, who becomes a party to this agreement.
20. “General Meeting of Shareholders” means any AGM or EGM unless otherwise
specified.
21. “Goverment Approval” means (1) the SP3 for the investment herein contemplated,
and (2) the MOJ approval. Whenever either of the form of Goverment Approvals
defined herein shall be used, it shall be read, and understood to include the words “in
form and substance accptable to the parties.
22. “HGB Certificate” means the certificate (Evidence og Title) of Building Right
(Sertifikat (tanda bukti hak) Hak Guna Bangunan) issued by the relevant land
authorities of the Republic of Indonesia for the property having an initial validity
period of at least 20 (twenty) consecutive years as of the date of its issuance.
23. “HGB Rights” shall mean such right, titles, interest, and obligations granted by the
goverment of the special region of the capital city of Jakarta over its HPL Rights (Hak
Pengelolaan Lahan – Land Management Right) to the company to apply and obtain
hak guna bangunan title over the property having validity period of 48 (fourty eight)
consecutive years, excluding of consecutive months, and where the context requires,
any and all rights, title, interest, and obligations in connection with the possession, use
and exercise of such property and/or Hak Guna Bangunan title in accordance with the
prevailing laws and regulation of the Republic of Indonesia after being dully certified
by the HGB certificate.
24. “Parties” means a person, if any, who becomes a shareholder of the company, and
“party” means any one of them as the context shall require.
25. “President” means the President of Republic of Indonesia.
26. “Investment Law” means the Law Number concerning Foreign Capital Investment, as
amended.
27. “Model I/PMA” means the Model I/PMA application issued by the BKPM in the
form set out in this Agreement, together with all supporting documents as required
under such Model I/PMA application.
28. “MOJ” means the Minister of Justice of the Republic of Indonesia.
29. “Project” means
30. “Property” means the land parcel identified in the plan, estimated to contain a land
area of approximately 16.165 M2 (sixteen thousand one hundred and sixty five square
meters).
31. “Proprietary Information” of a Party means such technical, engineering, economic,
marketing, financial or other information as may be developed by or owned by a Party
and generally treated as confidential by that Party.
32. “Rupiah” or “Rp” means the official currency of the Republic of Indonesia.
33. “Rupiah Equivalent” of an amount in Dolar means the amount of Rupiah that would
be obtained by converting such amount in Dollar into Rupiah.
34. “SP3” means the BKPM Notification Letter in respect of the approval of the President
for the investment herein contemplated.
35. “Valuer” means a bonafide international valuer/appraisal company having experience
and expertise in assessing the market value of real estate assets appointed by the
Parties pursuant to this Agreement.