Business Contract Drafting Review and Correction

FHUI, 18 May 2021

Arief Surowidjojo

I. Please review and make correction to the following clauses of the Conditional Sale and
Purchase of Shares Contract that you think appropriate to show to the parties to the
contract that the contract's clauses are fair and customary pursuant to similar transaction
best practices.

"Conditional Sale and Purchase of Shares Agreement

This Conditional Sale and Purchase of Shares Agreement made and executed on this day,
the 18th of May 2021 by and between:

PT Dwipa Farma Nusantara, a state-owned limited liability company duly established and
existing under the laws of the Republic of Indonesia (“DFN”), having its registered office at
Wisma Nusantara, 36th floor, Jalan M.H. Thamrin no. 9, Jakarta 12999, in this matter is
represented by Mrs Kartika Mahardika, Senior Special Staff of the Minister of State
Enterprises, acting in his capacity as legal proxy of the Ministry of State Enterprises, being
represented herein as the majority shareholder of DFN, by virtue of that certain Power of
Attorney dated 17th May 2021, duly stamped, and the original of which is attached hereto as
Attachment A, hereinafter referred to as the “Purchaser”; and

PT Graha Sehat Indonesia Tbk., a publicly-listed limited liability company duly established
and existing under the laws of the Republic of Indonesia (“GSI”), having its registered office
at Centurion Building, 18th floor, Jalan HR Rasuna Said Kav 1-X, Jakarta 12980, in his matter is
represented by Mr. Julian Rachmat, acting in his capacity as the President Commissioner of
and as such for and on behalf of GSI, hereinafter referred to as the “Seller”.

RECITALS

DFN is a state-owned company tasked to expand its existing capacity and develop new
business to utilize the impact of the existing pandemic due to Coronavirus-19, and gain
quick wins and significant growth as part of the company’s long term business plan;

GSI is having a problematic financial issues with its lenders and planning to restructure its
acceptable and sustainable debt services and financial ratios;

DFN wishes to acquire or otherwise take over majority interests in subsidiary companies of
GSI, and to further integrate such companies into its corporate organization structure;

GSI wishes to reorganize its corporate shareholding to reshape its effective and efficient
operations by selling or otherwise transferring its interests in certain assets;
NOW THEREFORE, the Parties on the basis of such statements agree to enter and
consummate into this Conditional Sale and Purchase of Shares Agreement on the following
terms and conditions.

Article 1
Definition
Unless otherwise stated herein, the following terms as used in this Agreement shall have the
meaning as prescribed in this Article 1.

“Agreement” shall mean this Sale and Purchase of Shares Agreement and such other
agreements, documents, letters, communications by and between the Parties.

“Assets” shall mean any and all assets, properties, buildings, machineries, equipment, tools,
vehicles, cash, and receivables owned, possessed and registered under the names of GSI’s
subsidiaries as of the date hereof.

“Board of Directors” shall mean the members of the Board of Directors of the subsidiaries of
GSI.

“Board of Commissioners” shall mean the members of the Board of Commissioners of the
subsidiaries of GSI.

“Closing Date” shall mean a certain date when each and all the Parties have satisfactorily
fulfilled each and all the Conditions Precedent, as expressly stated, identified and agreed by
the Parties in the form and substance of Attachment B hereof.

“Conditions Precedent” shall mean that conditions prescribed in Section 2 hereof.

“Contracts” shall mean any and all contracts, agreements, deeds, commitments, promises,
undertakings, representations and warranties issued by the target companies.

“Due Diligence” shall mean a comprehensive due diligence exercises conducted by DFN on
Assets and Liabilities of the subsidiaries of GSI.

“Employees” shall mean any permanent employees of the target companies.

“Event of Defaults” shall mean an event or events prescribed in section 27 hereof.

“Independent Valuation Process” shall mean a process that shall be conducted by an

independent valuation firm to value the assets and liabilities of GSI and the target
companies.

“Laws and Regulations” shall mean laws and regulations of the Republic of Indonesia as
applicable as of the date hereof.
“Liabilities” shall mean any and all liabilities, debts, claims, taxes, royalties, salaries to
employees, payments due to contractors and suppliers, either actual or contingent, owed by
GSI’s subsidiaries as of the date hereof.

“Shares” shall mean controlling number of shares that have been issued by GSI’s
subsidiaries as of the date hereof.

“Taxes” shall mean any and all taxes payable by any tax subjects under the Laws and
Regulations.

Article 2
Conditions Precedent

This Agreement shall be conditional to the satisfactory fulfilment of each and all of the
following conditions by any of the Parties in order to make this Agreement effective, valid
and legally enforceable:

2.1 For the Purchaser

The Purchaser:

(1) shall have obtained any and all approvals, permits, reports and registrations required
to be obtained from any government authorities or agencies to effectuate and make
the transaction herein valid, legal and enforceable pursuant to its terms;
(2) shall have obtained any and all corporate approvals, permits, reports and
registrations required to be obtained pursuant to the Laws and Regulations and its
Articles of Association;
(3) shall have obtained satisfactory comprehensive due diligence reports prepared by
independent professionals or firms appointed by the Purchaser;
(4) shall have obtained satisfactory valuation reports on the Assets and Liabilities of the
Target Companies; and
(5) shall have obtained certificates of the Seller containing representations, warranties
and covenants in the form and substance of Exhibit C hereof.

2.2 For the Seller:

The Seller:

(1) shall have obtained any and all approvals, permits, reports and registrations
required to be obtained from any government authorities or agencies to effectuate
and make the transaction herein valid, legal and enforceable pursuant to its terms
(2) shall have obtained any and all corporate approvals, permits, reports and
registrations required to be obtained pursuant to the Laws and Regulations and its
Articles of Association;
(3) shall have obtained approval or consent from its lenders to enter, perform and
deliver the Agreement;
 (4) shall have obtained approval or consent from its employees to enter, perform
and deliver the Agreement;
(5) shall have obtained approval or consent from any parties of any contracts,
agreements, undertakings, and commitments to which the Seller and the Target
Companies are party or parties;
(6) shall deliver a satisfactory proof to the Purchaser that the Seller, the Target
Companies, the Board of Directors and the Board of Commissioners of the Seller and
the Target Companies do not breach any contracts, agreements, undertakings and
commitments to any third parties;
(7) shall deliver a satisfactory proof to the Purchaser that there is no litigation or
claim, or threatened litigation or claim, against the Seller, the Target Companies, the
Board of Directors and Board of Commissioners of the Seller and the Target
Companies; and
(8) any conditions that may be required by the Purchaser.

II. Please draft a simple and short Power of Attorney from DFN to you, a partner in a law
firm, to negotiate and draft the Conditional Sale and Purchase of Shares Agreement with
the Seller.