MASTER SALE AND PURCHASE AGREEMENT

FOR NICKEL ORE

This Master Sale and Purchase Agreement for Nickel Ore (“SPA”) is made and signed
this .... day of October 2016 by and between:
1. S&H HK DEVELOPMENT Ltd., a company incorporated and existing under the laws
of ............, with its registered offices at Rooms 05-15, 13A/F, South Tower, World
Finance Centre, Harbour City, 17 Canton Road, Hong Kong represented by
Frederick Ngo in his capacity as President Director of and therefore, in this matter
acting for and on behalf of S&H HK DEVELOPMENT Ltd. (hereinafter referred to as
"S&H HK"); and

2. PT. ANTAM (Persero) Tbk, a company incorporated and existing under the laws of
Indonesia, with its registered office at ANTAM Building, Tower A, Jalan Letjen T.B.
Simatupang No. 1, Lingkar Selatan, Tanjung Barat, Jakarta 12530, Indonesia
represented by Hari Widjajanto, in his capacity as Marketing Director of and
therefore, in this matter acting for and on behalf of PT. ANTAM (Persero) Tbk
(hereinafter referred to as "ANTAM").

S&H HK and ANTAM may collectively be referred to as the “Parties” and each
individually as a “Party”.

WHEREAS:

A. Party S&H HK or its affiliated companies is .....(please elaborate brief picture of

S&H HK businesses)

B. Party ANTAM is in the mining business company that is a vertically integrated,

export-oriented, diversified mining and metals company. With operations spread
throughout the mineral rich in Indonesia and is the legal and beneficial owner of a
mining concession in several areas in Indonesia (such as Pomalaa, South East
Sulawesi and East Halmahera, North Maluku) (“Resources”).

C. ANTAM wishes to sell, and S&H HK wishes to purchase, Nickel Ore subject to
the and upon the terms and conditions set out herein and subject to the terms
and conditions of the Sale and Purchase Contract.

NOW THEREFORE, in consideration of the foregoing, the Parties hereto agree certain
initial and indicative terms and conditions in relation to the Cooperation generally as
follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions
Unless otherwise agreed by the Parties, or otherwise defined in the Sale and
Purchase Contract, in this SPA:

“Affiliate” means the party as defined in article 4.

“Cooperation” means the sale by ANTAM and the purchase by S&H HK of the
Nickel Ore, as further stipulated in the Sale and Purchase Contract.

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 “Discloser” means a Party who provides Confidential Information or access
thereof to the Recipient.
“Effective Date of Contract” means the date as defined in article 8.
“Governmental Authority” of any country means such country and any ministry,
department, political subdivision, instrumentality, agency, corporation or
commission under the direct or indirect control of such country.
“Legal Requirements” means all laws, statutes, orders, decrees, injunctions,
permits, agreements, and regulations of any Governmental Authority having
jurisdiction over the matter in question.
“Nickel Ore” as defined in the Sale and Purchase Contract.
”Recipient” means a Party receiving or comes to the knowledge of the
Confidential Information.
“Representative” means the party as defined in article 4.
“Sale and Purchase Contract” means the sale and purchase agreement(s)
entered into by and between the Parties providing more detailed terms and
conditions on the Cooperation.

1.2. Interpretations
In the interpretation of the SPA, unless the context otherwise requires:
References to the plural include the singular and references to the singular
include the plural.
(a) The words “hereof,” “herein,” “hereunder,” and words of similar import when
used in the SPA shall refer to the SPA as a whole and not to any particular
provision of the SPA.
(b) References in the SPA to any statute, law, decree, regulation or other Legal
Requirement shall be construed as a reference to such statute, law, decree,
regulation or other Legal Requirement as re-enacted, re-designated,
amended or extended from time to time, except as otherwise provided in the
SPA.
(c) References to the words “include” or “including” shall be deemed to be
followed by “without limitation” or “but not limited to,” whether or not they are
followed by such phrases or words of similar import.
(d) References to a number of days shall refer to calendar days.

2. SCOPE OF COOPERATION

Subject Legal Requirements including in the matter of Nickel Ore export from
Indonesia, and also based on the mutual agreement between the Parties, the
Parties will enter into Sale and Purchase Contract for the purpose of the
implementation of Cooperation as referred to in this SPA.

3. SALE AND PURCHASE CONTRACT

The Sale and Purchase Contract will further set out more detailed terms and
conditions on the Cooperation, including the price, specification, term of delivery,
and term of payment.

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4. CONFIDENTIALITY INFORMATION AND SECRECY OBLIGATION
 
(1) During the term of the SPA, the Recipient may receive from the Discloser
and/or come into knowledge of Confidential Information in relation to the
Cooperation. The Recipient agrees to ensure the Recipient maintains the
confidentiality of the Confidential Information, once provided and/or obtained
and will not, without the Discloser’s prior written consent, or as expressly
provided in this SPA, be disclosed by Recipient to any third party in any
manner whatsoever, in whole or in part, and such Confidential Information
will not be used by Recipient, directly or indirectly, for any purpose other than
the purpose of the Cooperation as stipulated herein.   
(2) The Recipient shall treat as confidential, hold in confidence and not divulge
any Confidential Information, in whole or in part, to any third party, provided,
however, that the Recipient may disclose Confidential Information to any of
its employees, officers, directors, their respective Affiliates and the advisors
who needs to know the Confidential Information for discussing and
evaluating the Cooperation (hereinafter called the “Representative”). The
Recipient further ensures and warrants that any and all Representative shall
maintain the confidentiality of any and all Confidential Information provided to
them, in accordance with the terms and conditions under this SPA.  
(3) The provision under this paragraph 2 shall not be interpreted as the release
of the obligation of the Representative to fully be responsible / liable for any
fault and/or breach made by the Representative referred to in this provision. 
(4) For the avoidance of doubt, and for the purpose of this SPA:
“Affiliate” shall mean a person or party who directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common
control with, such specified person or party, which are and/or are planned to
be involved in the Cooperation.  
“Confidential Information” means all information, whether written or not
written, disclosed by Discloser to the Recipient and/or that is obtained,
accessed and/or has come into knowledge to the Recipient related to, in the
view of and/or for the purpose of the Cooperation, or other information
owned by, regarding, and/or related to the Discloser and/or its Affiliates,
including but not limited to the relevant data, reports, summaries, notes,
analyses, compilations, technical information, calculations, opinions, maps,
charts, and studies on certain potential areas. Nevertheless, Confidential
Information does not include any portions of the Confidential Information
which: 
4.1 is or becomes available to the public, other than as a result of fault,
omission, breach of or negligence by the Recipient, or  
4.2 is received from an independent third party who had obtained the
Confidential Information lawfully and was under no obligation of secrecy
or duty of confidentiality owed to Discloser, or  
4.3 information was independently developed by Recipient or on Recipient’s
behalf by a personnel, which are developed from information not
included as a Confidential Information.
“Control” when used with respect to any specified person, means the power
to direct the management and policies of such person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise.   
“Person” means any individual, sole proprietorship, partnership, firm, entity,
unincorporated association, unincorporated syndicate, unincorporated

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 organization, trust, body corporate, governmental authority, and where the
context requires, when they are acting as trustee, executor, administrator or
other legal representative.   
(5) Upon the termination or expiry of this SPA, the Recipient and/or the
Representatives will promptly, and in any event, return or destroy all
documents and/or copies of the Confidential Information to the Discloser,
unless otherwise agreed in writing by the Discloser.    
(6) In the event that the Recipient and/or any of Representatives become legally
compelled or are required by any governmental authorities having
appropriate jurisdiction to disclose any of the Confidential Information, the
Recipient will promptly provide the Discloser with prior written notice so that
the Discloser may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this SPA. The Recipient
and/or the Representatives will cooperate with the Discloser on a reasonable
basis to obtain a protective order or other remedy.  The Recipient and/or the
Representatives will furnish only that portion of the Confidential Information
which is legally required to be disclosed. 
(7) The Discloser represents and warrants to the Recipient that the Discloser
has the right to lawfully disclose the Confidential Information to the Recipient
and to authorize the Recipient to use the Confidential Information for the
Cooperation, in accordance with the agreement of the Parties. 
 The provision set out under this Article shall survive the termination of this SPA.

5. COST

Save as expressly otherwise provided in this SPA, each of the Parties hereto
shall bear its own costs and expenses in connection with this SPA, including the
carrying out of the due diligence verifications if any, and the negotiation and
preparation of the SPA.

6. GOVERNING LAW AND DISPUTE SETTLEMENT

6.1. This SPA shall be interpreted and governed by the law of the Republic of
Indonesia.
6.2. For the purposes of termination of the SPA, the Parties hereby waive the
benefits of Articles 1266 and 1267 of the Indonesian Civil Code but only to
the extent that judicial cancellation of the SPA would otherwise be required
to terminate the SPA or to enable any of the Parties to claim damages.
6.3. Mutual Discussions
If any dispute or difference of any kind whatsoever (a “Dispute”) shall arise
between the Parties in connection with or arising out of or relating to the SPA
or the breach, termination or validity hereof, the Parties (including
management representatives senior to those persons involved with day-to-
day management of the Cooperation) if requested by either Party, shall
attempt in good faith, for a period of thirty (30) days after the receipt by one
Party of a written notice from the other Party of the existence of the Dispute,
to settle such Dispute in the first instance by mutual discussions between the
Parties.

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 6.4. Failing an amicable settlement of any Dispute pursuant to paragraph 1 of this
article within the specified thirty (30) day period, any Dispute shall be
referred to and finally resolved by arbitration in Jakarta, Indonesia, in
accordance with the Rules of Arbitration of the Indonesian National Board of
Arbitration (Badan Arbitrase Nasional Indonesia) for the time being in force,
which rules are deemed to be incorporated by reference in this clause
(“BANI Rules”). The language of the arbitration, including the language of
any document or evidence to be used for arbitration proceedings, shall be
the English language.
6.5. The provisions in this article shall survive the termination of this SPA.

7. BINDING EFFECT

This SPA is to create legally binding obligations. However, the implementation of

this SPA shall be subject to the prevailing laws and regulations.

8. EFFECTIVE DATE OF SPA

1. Save for articles 3, 4, 5, 6, 7, and 9 that shall be effective as of the signing of

this SPA and subject to paragraph 2 of this article, this SPA shall become
effective and the Parties shall become bound by all conditions applicable to
their conduct pursuant to the SPA on the date (the “Effective Date of
Contract”) when the conditions set forth below have been fully satisfied or
waived by the Parties:
(i) the SPA has been duly authorized, executed and delivered by the Parties;
and
(ii) The Government of the Republic of Indonesia has enacted Legal
Requirements permitting Nickel Ore Export
2. If, until January 11th 2017, the entire conditions precedent as defined in
paragraph 1 of this article have not been met, this SPA will be automatically
become null and void, save for the articles 3, 5, 7 and 9.

9. TERM AND TERMINATION OF SPA

This SPA shall be effective as of the Effective Date of Contract for a period of
(12) twelve months. The term of the SPA may be extended as mutually agreed
by the Parties. Termination of this SPA shall not release or discharge either Party
from any obligation, debt or liability which shall have accrued prior to the date of
termination and remain to be performed upon the date of termination.

10. LANGUAGE

10.1. The Parties acknowledge that they have required that the SPA, as well as
all documents and notices executed or given pursuant to or relating directly
or indirectly hereto, be drawn up in English. The meaning of all word and
phrases of the SPA, as stated in English, accurately reflect their intent and
understanding.

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 10.2. In compliance with Law No. 24 of 2009 on National Flag, Language, Coat
of Arms and National Anthem ("Law 24"), the Parties shall translate and
execute an Indonesian language version or the bilingual version of this
SPA.
10.3. The Parties agree that:
a. The Indonesian language version of this SPA, when executed, will be
deemed to be effective from the date of execution of that the English
language version, and both the English language version and the
Indonesian language version will be equally authentic.
b. in the event of any inconsistency or different interpretation between the
Indonesian language version and the English language version, the
Indonesian language version is deemed to be automatically amended
(with effect from the date of the execution of the English language
version) to make the relevant part of the Indonesian language version
consistent with the relevant part of the English language version.
c. S&H HK grants ANTAM an irrevocable power of attorney to execute any
amendments required to make the relevant part of the Indonesian
language version consistent with the relevant part of the English
language version (with effect from the date of execution of the English
language version) for and on behalf of the S&H HK;
d. ANTAM shall bear all costs and expenses in relation to (A) the
translation of this SPA into an Indonesian language version or the
bilingual version (B) the preparation and execution of the Indonesian
language version or the bilingual verion; and (C) any amendments of the
Indonesian language version to conform with the English language
version as contemplated in the above;
10.4. Notwithstanding the provisions of Law 24, pending the issuance of the
implementing Presidential Regulation, each Party in good faith agrees that
it will not (and it will not allow or assist any party to) in any manner or forum
in any jurisdiction:
a. challenge the validity of, or raise or file any objection to, this SPA or the
transactions contemplated in this SPA;
b. defend its non-performance or breach of its obligations under this SPA;
and
c. allege that this SPA is against public policy or otherwise does not
constitute its legal, valid and binding obligation, enforceable against it in
accordance with its terms, on the basis of any failure to comply with Law
24 or the implementing Presidential Regulation (when issued).
10.5. To the extent permitted by the prevailing laws and regulations, the English
text of this SPA shall control in case of inconsistency with any translation in
to another language.

11. SEVERABILITY

The validity of remaining articles, provisions, terms and parts of the SPA shall not
be affected by a court, administrative board or other proceeding of competent
jurisdiction deciding that an article, provision, term or part of the SPA is illegal,
unenforceable, in conflict with any law or contrary to public policy. In such event
the Parties shall, by amendment of the SPA, properly replace such provision by a
reasonable new provision or provisions which, as far as legally possible, shall

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 approximate what the Parties intended by such original provision and the
purpose thereof.

This SPA has been executed on the day and year first above written.

For and on behalf of For and on behalf of

S&H HK DEVELOPMENT Ltd. PT ANTAM (Persero) Tbk

Frederick Ngo Hari Widjajanto

President Director Marketing Director

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