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SUBCONTRACT AGREEMENT

This SUBCONTRACT AGREEMENT (hereinafter called "Subcontract Agreement") is entered into and
effective as of the Friday, September 15th 2017 by and between

SHAPADU ENERGY SERVICES SDN BHD, a company incorporated under the laws of Malaysia and
having its place of business at Suite 901, 9 th Floor, Campbell Complex, 98 Jalan Dang Wangi, 50100
Kulaa Lumpur (hereinafter referred to as "SES") of the one part;

And

PT JENTERA EXAKTA SISTEMA a company incorporated under the laws of Indonesia and having its
place of business at Gandaria 8 Office Lt.21 Unit A, Jl. Sultan Iskandar Muda, Kebayoran Lama,
Jakarta Selatan (hereinafter referred to as "JENESIS") of the other part

WHEREAS

a. SES is a PETRONAS licensed company and has expertise in providing services in project
management, civil, piping and mechanical works and other related oil and gas construction
services;

b. JENESIS has experience in providing design and construction mainly in pipeline services and
other related oil and gas constructions

c. PETRONAS Gas Berhad (hereinafter referred to as "the Client") has invited SES to tender
Engineering, Procurement, Construction and Commissioning (EPCC) of NPS 36 PGU II Sector 3
Loop From Ulu Tiram to Plentong and Pasir Gudang (PLUS3).

d. Pursuant to the execution of Memorandum of Understanding dated 2nd December 2016


(hereinafter referred to as "Memorandum of Understanding"), the Parties agree to legally bind
the terms and conditions stated therein by executing the Agreement for the purpose of the
preparation and submission of the proposal of the Project (hereinafter referred to a "the
Proposal").

NOW, THEREFORE, for and in consideration of the premises and the undertaking of the Parties
herein contained, the Parties agree as follows:-
ARTICLE 1. - SUBCONTRACT

1.1. The Parties agree to cooperate mutually and exclusively with each other by executing this
Subcontract Agreement for the preparation and submission of the Proposal to the Client and, if
the Contract is awarded to the Parties, to execute the PLUS3.
1.2. The scope of work allocated to each Party is stipulated in Article 2 hereof. Each Party shall be
responsible to undertake the works within its scope in a faithful manner and in a spirit of
cooperation with the other Party for the sake of the common interest of the contract.
1.3. The Proposal shall be prepared by the Parties, each Party being responsible for the preparation
of tender documents for the bid in respect of the supplies and services allocated to it, as set
forth in Article 2.
ARTICLE 2. - SCOPE OF WORKS

The respective scope of works to be undertaken by each Party under the Subcontract Agreement
shall be as follows:

1.1. SES's Scope of Works, including the following, but not limited to:

a. at SES's own cost and time, coordinate and gather relevant information useful for the
Proposal to the Client;
b. prepare and submit the technical and commercial Proposal to the Client based on the
market comparable price and in timely manner;
c. arrange the project financing for construction period and cooperate with Client to get a
long term financing.
d. in the event the Contract is awarded, to executed the Contract in the most efficient and
cost effective and in timely manner.

1.2. JENESIS's Scope of Works, including the following, but not limited to:

a. assist SES's technical and commercial submission especially in providing detailed


engineering & pipeline construction for PLUS3 project
b. Providing best price for engineering and construction pipeline scope
c. as and when required, assist SES to provide supporting documents ONLY for the purpose of
submission of the Proposal.
d. in the event of the Contract is awarded, lead in overseeing and monitoring the overall
engineering & pipeline construction segment of the Contract.

ARTICLE 3. - PROJECT MANAGEMENT TEAM

It is hereby agreed that SES, as the licensed holder, will be the party to enter into the Contract with
the Client. However, both Parties are mutually assumed to lead the Contract in their respective
segments

ARTICLE 4. – LIABILITIES AND PROFIT

1.3. The Parties are jointly and severally liable towards the Client for the Proposal and in the event
the Contract is awarded to the Parties, for the performance of the Contract.

1.4. The Parties agree that, notwithstanding any terms and conditions which may be contained in
the Contract such as the joint and several liabilities of Parties towards the Client, each Party
shall bear individually the responsibilities and liabilities to its own scope of work agreed in this
Subcontract Agreement

ARTICLE 5. - SECRECY

Each Party shall be obliged to keep in strict confidence and to bind all of its employees to keep in
strict confidence all the commercial and technical information received directly and indirectly from
Client and the other Party under this Subcontract Agreement or in the performance of the Contract
and shall not at any time disclose such information to any third party and shall not use such
information for any purpose other than for the performance of this Subcontract Agreement and/or
the Contract without prior written consent of the other Party
ARTICLE 6. - ASSIGNMENT OF AGREEMENT

No Party has the right to assign or transfer any or all of its rights and obligations under this
Subcontract Agreement to any third party without the prior written agreement of the other Party
hereto

ARTICLE 7. - AMENDMENT TO AGREEMENT

This Subcontract Agreement may be amended, modified or supplemented only when approved in
writing by both of the duly authorized representatives of each of the Parties.

ARTICLES. - NOTICES

Any communication or notice made pursuant to this Subcontract Agreement shall be delivered,
mailed, or addressed to the Parties as follows, which may be changed from time to time by the
written notice to the other Party:

SHAPADU ENERGY SERVICES SDN BHD (SES)

Suite 901, 9th Floor


Campbell Complex,
98 Jalan Dang Wangi
50100 Kuala Lumpur
Tel : 603-26988088

Attention : Aedysham bin Ahmad, head of Downstream Project

JENTERA EXAKTA SISTEMA (JENESIS)

Gandaria 8 Office Tower, Lt 21 Unit A


Jl. Sultan Iskandar Muda
Kebayoran Lama,
DKI Jakarta

Attention : Haris Kurnianto,………………………………

ARTICLE 9. - VALIDITY OF AGREEMENT

This Subcontract Agreement shall become effective from the date written hereinabove and
shall remain valid:

1.5. In the event the Contract is awarded, until rights and obligations of the Parties under the
Contract are completely fulfilled towards the Client and all obligations under this Subcontract
Agreement have been fulfilled by the Parties and full and final settlement of all accounts and
litigation between the Parties and other third parties,

or

1.6. if the Contract is not awarded, until the notification by the Client that the Contract is awarded
to any third party.
2. ARTICLE 9. - VALIDITY OF AGREEMENT

This Agreement shall be construed and governed by the law of the Malaysia.

IN WITNESS WHEREOF, the parties hereto have caused this Subcontract Agreement to be executed
by their duly authorized representatives as of the date and year first above written.

SHAPADU ENERGY SERVICES SDN BHD PT JENTERA EXAKTA SISTEMA

Name : Aedysham bin Ahmad Name :


Designation : Head of Downstream Project Designation :
Company : Company :
Stamp Stamp

Witness by : Witness by :
Name : Name :
Designation : Designation :
Date : Date :

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