JOINT VENTURE AGREEMENT

BETWEEN

PT. INDONESIA RAYA

AND

AMERICAN CORP
Nomor:

Relating to Operational cooperation in coal mining, located in kecamatan Tanah

Bumbu Regency Satui, South Kalimantan.

THIS AGREEMENT is made on 12 December 2016

BETWEEN:

(1) PT. INDONESIA RAYA, a company established under the laws of the Republic
of Indonesia, which is domiciled and headquartered in Jl. Cendrawasih RT. 13
NO.29 Banjarmasin, South Kalimantan, Indonesia (hereinafter referred to as IR);

and

(2) AMERICAN CORPORATION, a company incorporated under the Laws of United

States of America, which is domiciled and having its registered address at 3010
Red Hawk Drive, Suite 120, Grand Prairie, Texas 75052 (hereinafter referred to
as AC)

(together, the Parties and their respective successors in title and assigns (and Party
shall be construed accordingly).
WHEREAS:

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(A) The Parties, either through itself or its parent company, are party to a Non-
Disclosure Agreement dated 21 July 2016 and a Memorandum of Understanding
dated 25 September 2016 on Business Plan Development for Cooperation
(MOU) to record the broad basis and principles of mutual cooperation and
understanding to reflect the in-principle agreement to form a joint venture and
strategic cooperation in relation to the development of Mining Coal. Specifically
in related to this Agreement, the development for the mining coal, situated on
Kecamatan Satui, Kabupaten Tanah Bumbu, South Kalimantan Province,
Republic of Indonesia (hereinafter referred to as the Project).

(B) In pursuance of the principle agreement set out in the MOU, the Parties have
agreed to enter into this Agreement to jointly establish the JVC (as defined
below) within the framework of the Company Law and Investment Law (as
defined below) which will own, manage and operate the Project, and to govern
their relationship as shareholders of the JVC on the terms and subject to the
conditions contained in this Agreement and the annexes hereto.

NOW THEREFORE, in consideration of the mutual agreements, promises and

undertakings hereinafter set forth, IT IS AGREED as follows:

1. DEFINITIONS

1.1. Unless explicitly stated otherwise, any and all words or terms defined in this
Agreement shall have the following meaning:

Affiliate shall mean any company, other legal entity or subsidiary directly or
indirectly controlling, belonging to, controlled by or under the common control of
any Party. The expression control shall mean the beneficial ownership, directly or
indirectly, of more than 50% (fifty percent) of the shares with valid voting rights
or less than 50% (fifty percent) of the shares with valid voting rights but with the
power to determine, directly or indirectly, the management and policies of such
company, subsidiary or Party;

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Applicable Laws shall mean the laws of the Republic of Indonesia and all the
rules, regulations, policies, guidelines, decisions, decrees, orders and notifications
made pursuant thereto, including those issued and applied by the local/ regional
governmental agency;

Approvals shall mean any and all governmental approvals, licenses, permits,
consents required for the establishment and operations of the JVC in the Republic
of Indonesia including without limitation the BKPM Approval;

Articles of Association shall mean the Articles of Association of the JVC;

BKPM shall mean the Investment Coordinating Board of the Republic of

Indonesia known as Badan Koordinasi Penanaman Modal;

BKPM Approval shall mean the approval from the BKPM for the establishment
and operation of the JVC pursuant to the Investment Laws of Indonesia;

Board of Commissioners shall mean the Commissioners acting as a board;

Board of Directors shall mean the Directors acting as a board;

Business shall mean the business of MRO and other related or ancillary
activities;

Business Day shall mean the days (other than Saturday and Sunday) on which
banks in Jakarta and Texas conduct their operational activities;

Commissioner shall mean a commissioner of the JVC;

Company Law shall mean the Law No. 40 of 2007 of the Republic of Indonesia
concerning Limited Liability Company, and its implementation regulations as
amended, substituted, supplemented and replaced from time to time;

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Confidential Information shall mean any confidential or proprietary information,
including but not limited to information concerning the JVC, finances, technology,
intellectual property, products, process, potential or actual customers, suppliers
and activities related to the JVC, which is provided orally or in a documentary or
electronic form or other physical embodiment but shall not include any information
which:

(a) is already in the possession of the recipient at the time of the execution
of this Agreement (other than any information provided by the disclosing
Party); or

(b) is or becomes generally available to the public through no fault of the

recipient; or

(c) has already at the date of disclosure been developed as a result of the
efforts of the recipient and not as a direct or indirect result of the disclosure
of information by a disclosing Party; or

(d) which is obtained lawfully by the recipient from a third party who has not
obtained such information directly or indirectly from the disclosing Party on
terms requiring such information to be kept in confidence;

Deed of Adherence shall mean the deed substantially in the form set out in
Appendix 2;

Deed of Establishment shall mean the notarial deed relating to the

establishment of the JVC;

Director shall mean a director of the JVC;

Establishment Date shall mean the date on which the JVC is established and
registered with the Ministry of Law and Human Rights of the Republic of
Indonesia;

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GMS shall mean a general meeting of Shareholders;

GMS Reserved Matters shall mean the matters set out in Appendix 1 to be
approved by GMS in accordance with Clause 11;

Governmental Authorities shall mean the BKPM, the MOLHR and/or any other
relevant governmental authorities from whom Approvals are required for the
establishment and operation of the JVC and the conduct of the Business;

Indonesian GAAP shall mean the generally accepted accounting principles

applied in the Republic of Indonesia;

Investment Law shall mean Law No. 25 of 2007 of the Republic of Indonesia
concerning Investment in the Republic of Indonesia, and its implementation
regulations as amended, substituted, supplemented and replaced from time to
time;

JVC shall mean the Indonesian Joint Venture Limited Liability Company
(Perseroan Terbatas) to be established by the Parties pursuant to this Agreement,
particularly within the framework of the Company Law and Investment Law, which
will engage in the Project;

Material Default shall have the same meaning given to that term in Article 18.2;

MOLHR shall mean the minister of Law and Human Rights of the Republic of
Indonesia;

MOLHR Approval shall mean approval of the MOLHR on the Deed of

Establishment and Articles of Association and changes made thereof in respect
of the establishment of the JVC in the Republic of Indonesia;

Rupiah or Rp shall mean the currency of the Republic of Indonesia;

Shares shall mean all classes of shares in the capital of the JVC;

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 Shareholders shall mean IR and AC and any other person or persons holding
any Shares;

Termination Event shall mean any of the events specified in Article 17.2.

United States Dollar or USD shall mean the currency of the United States
of America.

1.2 A reference in this Agreement to laws or regulations must be interpreted as a

reference to those laws or regulations including the amendments and replacements
thereof enacted from time to time and then prevailing.

1.3 Any obligation in this Agreement falling due for performance on or by a day other
than a Business Day shall be performed on or by the Business Day immediately
following that day.

1.4 Unless the context otherwise requires, the terms defined in this Agreement in
singular shall have correlative meaning when used in the plural and vice versa,
references to natural persons shall include bodies corporate, and the use of any
gender shall include all genders.

1.5 In this Agreement, a reference to a Party includes a reference to any party to

the Deed of Adherence.

1.6 A reference in this Agreement to an Article or an Appendix is a reference to an

article of an appendix of this Agreement. The Appendices form an integral part
of this Agreement.

1.7 A reference in this Agreement to this Agreement, the Articles and any other
agreement or document shall means the same as amended, modified or
supplemented from time to time and for the time being prevailing.

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1.8 Headings of Articles are made for convenience only and shall not be used and
considered in interpreting any of the articles or paragraphs of this Agreement.

2. NAME AND PLACE OF DOMICILE OF THE JVC

2.1 The name of the JVC shall be the name as agreed upon by the Parties and
approved by the MOLHR pursuant to the Applicable Laws.

2.2 The JVC shall be domiciled in Kecamatan Satui, Tanah Bumbu.

3. OBJECTIVES AND PURPOSES OF THE JVC

The Parties agree that the sole purpose and objective of the JVC shall be to
conduct the activities of MRO, unless otherwise mutually agreed in writing by
the Parties and subject to obtaining of BKPM Approval thereof.
In accordance with such purpose and objective, the JVC may engage in the
following activities:

a) Location Mining Coal maintenance;

b) Component maintenance;

c) Asset management;

d) Expert and management support services;

e) Any other related services in relation to (a) to (d).

4. ESTABLISHMENT OF THE JVC

4.1 As soon as practicable following the execution of this Agreement, the Parties

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 shall submit the application to incorporate the JVC with the relevant Government
Authorities including the investment registration with the BKPM.

4.2 As soon as practicable following the receipt of BKPM Approval, the Parties
shall execute the Deed of Establishment of the JVC.

4.3 The Articles of Association shall to the extent acceptable to the MOLHR reflect
the terms of this Agreement and accordingly the provisions of this Agreement
shall be supplemental to the Articles of Association as incorporated in its Deed
of Establishment.

4.4 The Parties hereby agree that in the event of any conflict, discrepancy or
inconsistency (Conflict) between the provisions of the Articles of Association
and this Agreement, to the extent permitted by Applicable Laws, the terms of
this Agreement shall prevail among the Parties for all purposes of this
Agreement. In the event of any such Conflict, the Parties agree, to the extent
permitted by Applicable Laws, to immediately amend the Articles of Association
to reflect the terms of this Agreement.

4.5 In the event that any provision of the Articles of Association is not approved
by the MOLHR, the Parties will use their best efforts to agree to an acceptable
substitute provision, and such approved revision shall be incorporated as an
amendment to this Agreement and the Articles of Association.

4.6 Notwithstanding the above, the Parties shall use their best effort to complete
the incorporation of JVC until the approval by the MOLHR within six (6) months
from the signing date of this Agreement. If any extension of time is required,
it shall be mutually agreed by the Parties in writing.

5. CONDITIONS PRECEDENT

Notwithstanding any other provision of this Agreement, the Parties shall proceed to
establish the JVC upon satisfaction of all of the following conditions:

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 (a) all necessary consents (corporate or otherwise as required by Applicable
Laws), as may be required for the performance by the Parties of their
respective obligations hereunder have been obtained;

(b) BKPM Approval and the MOLHR Approval, and all other necessary
Approvals permitting the establishment of the JVC and the conduct of the
Business as contemplated herein, have been obtained;

(c) Payment by IR and AC of their respective capital contributions in

accordance with Articles 6.4 and 6.5 has been made; and

Each Party being reasonably satisfied as to all matters in connection with the joint
venture under this Agreement

6. CAPITALIZATION OF THE JVC

6.1 The Parties agree that the JVC shall be capitalised in the form of Shares and
shareholder loans.

6.2 The initial authorised capital of the JVC shall be the United States Dollar [Four
Million One Hundred Sixty Thousand] (USD 4,160,000.00), divided into [Four
Million One Hundred Sixty Thousand ](4,160,000) Shares, each having a nominal
value of the United States Dollar [One] (USD 1.00). The Parties agree that the
exchange rate to be used to determine the Rupiah equivalent of the
corresponding value in United States Dollars will be set forth in the BKPM
Approval.

6.3 The Parties shall subscribe for Shares of the initial authorized capital of the JVC
in accordance with the following proportion:

Number of Percentage interest in

Parties
Shares the JVC (%)
AC 2,496,000 60%

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 IR 1,664,000 40%
Total 4,160,000 100%

6.4 AC shall subscribe, and pay in cash in amount of USD [Two Million Four Hundred
Ninety Six Thousand] (USD 2,496,000) of the shares and share premium
(business, people and expertise) for [USD Seven Hundred Forty Thousand] (USD
740,000.00) of the Shares which will constitute [sixty percent (60%)] of the initial
authorised capital of the JVC, and AC will make full payment of its portion of
initial authorised capital in accordance with Article 6.6.

6.5 IR shall subscribe, and pay in cash, for [USD One Million Six Hundred Sixty
Four Thousand] (USD1,664,000) of the Shares which will constitute [Forty percent
(40%)] of the initial authorised capital of the JVC, and IR will make full payment
of its portion of initial authorised capital in accordance with Article 6.6 below.

6.6 AC and IR shall make full payment of their respective portions of the initial
authorised capital as referred to in Article 6.4 and Article 6.5 in United States
Dollars within seven (7) Business Days after the opening of the JVCs bank
account upon the signing of the Deed of Establishment to enable the JVC to
provide the evidence of such payment to the relevant notary in order to process
the MOLHR Approval.

6.7 Each Party shall have a right to subscribe for newly issued ordinary Shares
(New Shares), either directly or through any of its Affiliates, in proportion to its
then shareholding of the JVC at the time of the offer. Any issuance of New
Shares by the JVC, including the number of New Shares to be issued, the
subscription price for each New Share and any general terms upon which the
JVC proposes to issue those New Shares, must firstly be approved by GMS in
accordance with the provisions of this Agreement, the Articles of Association and
the Applicable Laws.

6.8 Subject to the approval of the Shareholders in the GMS, an offer will be made to
the Parties by the Board of Directors by notifying them in writing of the terms

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 of the issuance and the name(s) of the proposed subscriber(s). Each Party shall
have fourteen (14) Business Days after receipt of such notice to agree to acquire
its allocation of the New Shares. The payment for the New Shares shall be
settled within fifteen (15) Business Days as of the date of issuance. Any Party
who fails to settle the payment within that period will lose its right to subscribe
for the New Shares.

6.9 In the event that one of the Parties does not exercise its rights in whole or in
part whether directly or through its Affiliate within the time specified in Article
6.8, the Board of Directors of the JVC shall have a right to issue these New
Shares to the other Party at a price and on terms no more favourable than
those contained in the offer as referred to in Article 6.6 and Article 6.8. In case
the other Party also rejects the subscription, the Board of Directors shall have
the right to issue those New Shares to any other Shareholder and thereafter to
any other party at a price and on terms no more favourable than those contained
in the offer as referred to in Article 6.7 and Article 6.8.

6.10 Subject to the provision of this Agreement, the Articles of Association and
Applicable Laws, all Shares issued by the JVC shall be ordinary registered shares
with one voting right per share and rank pari passu in all respects.

6.11 Any further changes to the share capitalization structure and shareholding
composition of the JVC shall be conducted in accordance with the Articles of
Association and subject to the Applicable Laws.

6.12 The Parties shall jointly cooperate, coordinate and undertake to exercise their
best endeavours to secure financing for the JVC from banks or other financial
institutions (External Financing) on the best available commercial terms.
External Financing for the JVC shall, if necessary, be procured using the JVCs
assets as security and to the extent possible, without any additional security or
guarantee being provided by the Parties.

6.13 In the event that any support from the Parties (whether by way of loans, security,
guarantees, indemnities, warranties or other undertakings) (Financial Support)

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 is required to be given by the Parties to finance or to secure any financing for
the JVC, the Parties shall provide Financial Support in proportion to their
respective shareholding percentages and on a several basis. This Financial
Support shall only be provided by the Parties when the JVCs assets are
insufficient to secure the external Financing or the support from the Parties will
be the best alternatives for the JVC.

6.14 The Parties hereby agree that, as far as possible, shareholder loans provided by
the shareholders to JVC shall rank in priority over other loans made to JVC and
shall have priority in payment over dividends and other distributions by JVC.

7. ROLES AND RESPONSIBILITIES OF THE PARTIES

7.1 The Parties joint roles and responsibilities shall be as follows:

(a) to jointly source for the financing to fund the JVC for the establishment and
operations of JVC;

(b) to jointly market the JVC, its operations and Business worldwide;

(c) to jointly support community development programs on Banjarmasin and

elsewhere;

(d) to jointly maintain and promote eco-friendly environmental conditions on

Banjarmasin and elsewhere; and

(e) to jointly develop Banjarmasin as a centre of excellence in aviation industry

within the region.

7.2 IRs roles and responsibilities shall be as follows:

(a) to provide all necessary documentation and information to establish the JVC,
including for the purpose of obtaining BKPM Approval and MOLHR Approval;

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(b) to provide all technology and technical expertise, skills, know-how and all other
assistance to the start up and management of the Business;

(d) to introduce contacts, and business, and market the JVCs business
competitively;

(e) to give priority to the JVC on any over-flow workload from IRs main facility at
Banjarmasin based on competitive pricing;

(f) to provide to the JVC new technicians (to the extent possible, with priority given
to the residents of Kecamatan Satui, Tanah Bumbu) and to provide training
and skills development programs for the transfer of technology and know-how.

7.3 ACs roles and responsibilities are as follows:

(a) to arrange for the provision of suitable and lawful infrastructure facilities and other
related support facilities for the Business including equipments, and dormitories
for workers on Tanah Bumbu for the operation of the JVC;

(b) to arrange for the provision of land access to the operations of the JVC; and

(c) to assist in obtaining Approvals from local authorities in relation to the Business.

8. BOARD OF DIRECTORS

8.1 The management of the JVC shall be vested in its Board of Directors, under direct
supervision of the Board of Commissioners, whose actions shall be governed by
this Agreement and the Articles of Association and the policies adopted and
directives given by the GMS.

8.2 The Board of Directors shall consist of five (5) members, including the President
Director and Vice President Director. Upon the establishment of the JVC, AC shall

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 be entitled to have appointed three (3) Directors of whom one (1) shall be the
President Director and IR shall be entitled to have appointed two (2) Directors of
whom one (1) shall be the Vice President Director, and so long as the shareholding
ratio specified in Article 6.3 is maintained, the aforesaid ratio of Directors shall
continue to apply,

8.3 Subject to Articles 10.1 and 10.2, all members of the Board of Directors shall be
formally appointed by the GMS, each for a term of 3 (three) years without prejudice
to the right of GMS to dismiss any of them at any time.

8.4 The Board of Directors shall be authorised to represent the JVC within and outside
the Court in all matters and in all events, to bind the JVC with another party and
vice versa, and to perform all acts that concern management.

8.5 The Parties hereby agree that the President Director of the JVC and the Vice
President Director of the JVC or in their absence, any one (1) Director nominated
by AC and any one (1) Director nominated by IR, shall be jointly authorized to act
for and on behalf of the Board of Directors and to represent the JVC.

8.6 The Board of Directors shall report and be accountable to the Board of
Commissioners and provide explanations and information concerning its conduct in
managing the JVC as may be required by the Board of Commissioners.

9. BOARD OF COMMISSIONERS

9.1 The Board of Commissioners shall supervise the Board of Directors to ensure that
the management of the JVC is in conformity with the Articles of Association and
the Applicable Laws.

9.2 The Board of the Commissioners shall consist of five (5) members. Upon the
establishment of the JVC, AC shall be entitled to have appointed three (3)
Commissioners of whom one (1) shall be the President Commissioner and IR shall
be entitled to have appointed two (2) Commissioners of whom one (1) shall be the

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 Vice President Commissioner, and so long as the shareholding ratio specified in
Article 6.3 is maintained, the aforesaid ratio of Commissioners shall continue to
apply.

9.3 Subject to Articles 10.1 and 10.2, all members of the Board of Commissioners
shall be formally appointed by GMS, each for a term of 3 (three) years without
prejudice to the right of GMS to dismiss any of them at any time.

9.4 The Board of Commissioners shall have the right to enter the buildings, premises
and other places used by the JVC and shall be entitled to inspect the books,
supporting documents and correspondences of the JVC and the assets of the JVC
and to be informed of all that have or are being taken by the JVC.

10. REMOVAL AND REMUNERATION OF DIRECTORS AND COMMISSIONERS

10.1 The right to nominate a Director or Commissioner shall include the right to direct
the removal of such person from office at any time and the right to determine from
time to time the period within which such person shall hold office as a Director or
Commissioner. Whenever for any reason, a person ceases to be a Director or a
Commissioner, the Party which had nominated such person or is entitled to
nominate such person shall have the right to nominate a replacement of said
Director or Commissioner.

10.2 Each Party may notify the other at any time of its intention to remove a Director
or Commissioner that it has nominated. Each of the Parties shall procure that such
nomination or direction for removal is affected forthwith by Resolution of a GMS in
accordance with the Articles of Association and shall so exercise its voting rights
as a Shareholder.

11. RESERVED MATTERS

11.1 The Parties agree that subject to Applicable Laws, no decision or action relating

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 to any GMS Reserved Matter shall be taken unless the Shareholders, as the case
may be, shall have given their approval in accordance with the provision as
specified in this Agreement.

11.2 The Parties shall give their approval to any of the GMS Reserved Matters (or to
any variation of them) either in writing by themselves, or by their proxies or other
duly authorised representatives, as the case may be, at a GMS.

12. MEETINGS

12.1 Subject to the provisions in this Agreement, all meetings of the Board of the
Directors, the Board of Commissioners and all GMSs shall be convened and
conducted in accordance with the Articles of Association and the Applicable Laws.

12.2 The Parties agree that a meeting of the Board of Directors shall be conducted
as follows:

(a) a meeting of the Board of Directors is presided by the President Director

or Vice President Director in the event if the President Director is not
available.

(b) a meeting of the Board of Directors may be convened by the President

Director or Vice President Director in the event if the President Director
is not available, provided that all the members of the Board of Directors
have been notified in writing 2 (two) weeks prior to the meeting thereof;

(c) the notice of meeting shall set out an agenda identifying in reasonable
detail the matters to be discussed;

(d) Quorum

i. at any meeting of the Board of Directors, the presence, in person or

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 by proxy, of all of the Board of Directors shall constitute a quorum.

ii. if for any reason, no quorum is achieved at a meeting convened under

paragraph (i) above, the meeting will be adjourned to a date
determined by the Director who attended the meeting at which no
quorum was achieved, which is not later than 5 (five) Business Days
after the date of the first meeting. A quorum at such adjourned
meeting will be constituted by the presence in person or by proxy of
3 (three) Directors.

iii. Every Director must receive written notice by the President Director of
any adjournment of a meeting under this Article 12.2 (d) at least 3
(three) Business Day before the proposed date of the adjourned
meeting. The written notice must include details of the time, date and
place at which the adjourned meeting will be held. No adjourned
meeting will be valid unless the notice requirements of this paragraph
have been complied with.

(e) each Director or his alternate shall have 1 (one) vote each. If a Director
is also acting as an alternate Director of another Director, he shall have
1 (one) vote for every Director he represents in addition to his own vote
as Director; and

(f) each resolution of the Board of Directors shall be carried by at least 4

(four) affirmative votes cast by the Directors. If the resolution mentioned
above is not achieved or carried, the matter shall be presented to the
Board of Commissioners.

12.3 The Board of Directors may pass valid and binding resolutions without convening
a Meeting of the Board of Directors provided that all members of the Board of
Directors have been notified in writing of the proposal for the resolution and all

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 of them have given their written approval thereof. A resolution passed in this
manner shall have the same legal powers as a resolution which is validly adopted
in a meeting of the Board of Directors.

12.4 The Parties agree that a meeting of the Board of Commissioners shall be
conducted as follows:

(a) a meeting of the Board of Commissioners is presided by the President

Commissioner or Vice President Commissioner in the event of his
unavailability.

(b) a meeting of the Board of Commissioners may be convened by the President

Commissioner or Vice President Commissioner in the event of his
unavailability, provided that all the members of the Board of Commissioners
have been notified in writing two (2) weeks prior to the meeting thereof;

(c) Quorum

i. at any meeting of the Board of Commissioners, the presence, in

person or by proxy, of all of the Board of Commissioners shall
constitute a quorum.

ii. if for any reason, no quorum is achieved at a meeting

convened under paragraph (i) above, the meeting will be adjourned
to a date determined by the Commissioner who attended the meeting
at which no quorum was achieved, which is not later than 10 (ten)
Business Days after the date of the first meeting. A quorum at such
adjourned meeting will be constituted by the presence in person or
by proxy of 3 (three) Commissioners.

iii. Every Commissioner must receive written notice by the President

Commissioner of any adjournment of a meeting under this Article

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 12.4 (c) at least 5 (five) Business Day before the proposed date of
the adjourned meeting. The written notice must include details of the
time, date and place at which the adjourned meeting will be held.
No adjourned meeting will be valid unless the notice requirements
of this paragraph have been complied with.

(d) the notice of meeting shall set out an agenda identifying in reasonable
detail the matters to be discussed;

(e) each Commissioner or his alternate shall have 1 (one) vote each. If a
Commissioner is also acting as an alternate Commissioner of another
Commissioner, he shall have one (1) vote for every Commissioner he
represents in addition to his own vote as Commissioner; and

(f) each resolution of the Board of Commissioners shall be carried by at least

4 (empat) affirmative votes cast by the Commissioners. If the resolution
mentioned above is not achieved or carried, the matter shall be decided
upon by the Shareholders in a GMS.

12.5 The Board of Commissioners may pass valid and binding resolutions without
convening a Meeting of the Board of Commissioners provided that all members
of the Board of Commissioners have been notified in writing of the proposal for
the resolution and all of them have given their written approval thereof. A
resolution passed in this manner shall have the same legal power as a resolution
which is validly adopted in a Meeting of the Board of Commissioners.

12.6 The Parties agree that a GMS shall be conducted as follows:

(a) The GMS shall consist of the annual meetings and extraordinary meetings
as may be called from time to time.

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(b) An annual GMS shall be held once every year not later than six (6)
months after the end of the financial year of the JVC. An extraordinary
GMS may be convened by the Board of Directors whenever the Board of
Directors by resolution so determines or whenever any member of the
Board of Directors or any member of the Board of Commissioners or 1
(one) or more Shareholders representing not less than 10% (ten per cent)
of the Shares has requested a meeting in writing, stating the matters to
be discussed.

(c) Quorum

i. Except as may otherwise be required by mandatory provisions of

Applicable Laws or elsewhere in this Agreement, the presence, in
person or by proxy, of Shareholders holding not less than 80%
(eighty per cent) of the Shares shall constitute a quorum at all annual
or extraordinary GMS.

ii. If for any reason, no quorum is achieved at a meeting convened

under paragraph (i) above, the meeting will be adjourned to a date
determined by the Shareholders who attended the meeting at which
no quorum was achieved, which is not earlier than 20 (twenty) days
and not later than 30 (thirty) days after the date of the first meeting.
A quorum at such adjourned meeting will be constituted by the
presence in person or by proxy of Shareholders holding not less
than 1/3 of the Shares.

iii. Every Shareholder must be given written notice by the President

Director of any adjournment of a meeting under this Article 12.6 (c)
at least 14 (fourteen) days before the proposed date of the adjourned

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 meeting. The written notice must include details of the time, date
and place at which the adjourned meeting will be held. No adjourned
meeting will be valid unless the notice requirements of this paragraph
have been complied with.

(d) a GMS may be convened by any Shareholder provided that all

Shareholders have been notified in writing 14 (fourteen) days prior to
the meeting thereof;

(e) the notice of meeting shall set out an agenda identifying in reasonable
detail the matters to be discussed;

(f) each Shareholder or his proxy or other duly authorised representative shall
have 1 (one) vote each. If a Shareholder or his proxy or other duly
authorised representative is also acting as a proxy to another Shareholder
he shall have 1 (one) vote for every Shareholder he represents in addition
to his own vote as Shareholder; and

(g) Resolutions of the GMS

i. All resolutions of the GMS shall be adopted on the basis of

deliberation to reach consensus, failing which, the resolutions shall
be adopted on the basis of affirmative votes of more than 2/3 (two-
third) of the total amount of votes all the Shareholders present in
person or by proxy validly cast at the GMS, unless determined
otherwise in Article 12.6 (f) (ii) hereof. In case of a tie vote, the
proposal concerned shall be rejected.

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 ii. a decision in respect of any GMS Reserved Matter shall require the
unanimous vote of all the Shareholders present.

12.7 Shareholders may also pass valid and binding resolutions without convening a
GMS, provided that all Shareholders have been notified in writing of the proposal
concerned and all of them have given their written approval thereof. A resolution
adopted in this manner shall have the same legal powers as a resolution which
is validly adopted in a GMS.

13. STAFFING

The Parties agree that the JVC shall be staffed as follows:

(a) AC shall appoint staff in the finance and accounts (one level below of
the chief financial officer), management, operations and technical divisions of
the JVC including without limitation, the chief executive officer; and

(b) IR shall appoint staff in the finance and accounts divisions of the JVC
including without limitation, the chief financial officer.

14. ACCOUNTS

14.1 The fiscal year of the JVC shall begin on 1 January 2017 and end on 31
December 2017.

14.2 The Parties shall procure the JVC to keep true and accurate accounting records
of all operations in accordance with Indonesian GAAP and such records shall be
open for inspection by the Parties or by their duly authorized representatives at

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 all reasonable times during the business hours of the JVC and with prior notice
in writing to the JVC. The Parties and their respective authorized representatives
shall have full access to and the right to inspect and make copies of all books
of account and records of the JVC.

14.3 The financial statements of the JVC shall be audited at the JVCs expense by
a reputable independent public accountant acceptable to the Parties. The Parties
shall procure that the JVC appoint such auditors as soon as possible after the
date of incorporation of JVC.

14.4 The Parties shall procure the JVC to furnish monthly financial reports to each of
the Parties at the latest within ten (10) calendar days after the end of each
calendar month.

15. MRO ACTIVITIES

AC acknowledges that IR has the experience, knowledge, skills and

expertise in MRO activities, and AC wishes to expand the Business in other
parts of the Republic of Indonesia and elsewhere. IR agrees that in the event
that IR has any intention of establishing MRO operations in any part of the
Republic of Indonesia or elsewhere, IR will notify AC of its intention, and will
discuss with AC the opportunity to joint venture with IR on any such proposed
project on such terms and conditions as the Parties may agree.

16. TRANSFER OF SHARES

16.1 No Party shall at any time, directly or indirectly (a) sell, give away, donate,
and/or transfer in any other way; or (b) pledge, mortgage, charge or otherwise
encumber any shares; or (c) grant, declare or create any right, interest or option

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 in any Shares except in accordance with the provisions of this Agreement, the
Articles of Association and the Applicable Laws.

16.2 Subject to the provisions of this Article 16, any Party may sell or transfer all
or any of its Shares. The Shares proposed to be transferred (Transferor
Shares) by any Party (Transferor) shall first be offered to the other Party
(Transferee) in a duly completed notice setting out the number of Transferor
Shares offered, the price per Transferor Share (Offer Price) and other material
terms of the transfer (Transfer Notice) provided always that this Article 16
shall not apply to any Affiliate.

16.3 If, upon receipt of the Transfer Notice, the Transferee does not agree in writing
within 14 (fourteen) calendar days to purchase the Transferor Shares at the
Offer Price, the Transferor shall be entitled (i) subject to Article 16.5, to transfer
the Transferor Shares at the Offer Price to a third party (Third Party) on
terms no more favourable than that offered to the Transferee or (ii) withdraw
the offer.

16.4 If a Third Party proposes to buy all or any of the Shares (Offeree Shares)
held by any Party (Offeree), and the Offeree is inclined to accept such offer,
the Offeree shall notify the other Party of the offer setting out the number of
Offeree Shares the subject of the Third Partys offer, the price per Offeree Share
(Offeree Price) and other material terms of the offer by the Third Party (Offer
Notice). The Offer Notice shall constitute an offer by the Offeree to sell to the

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 other Party the Offeree Shares at the Offeree Price and otherwise on the same
terms as those offered to the Offeree by the Third Party. If, upon receipt of
the Offer Notice, the other Party does not agree in writing within 14 (fourteen)
calendar days to purchase the Offeree Shares at the Offeree Price, then subject
to Artilce 16.5, the Offeree shall be entitled to sell the Offeree Shares at the
Offeree Price to the Third Party and on terms no more favourable than that
specified in the Offer Notice.

16.5 If the Transferor proposes to transfer the Transferor Shares to a Third Party
under Article 16.3, or if the Offeree proposes to sell its Shares to a Third Party
under Article 16.4, the Transferor or as the case may be, the Offeree shall not
complete such transfer or sale unless it ensures that the Third Party offers to
buy from the Transferee under Article 16.3 or as the case may be, from the
Offeree under 16.4, such number of the Transferor Shares at the Transferor
Price and otherwise on the same terms as those offered to the Transferor under
Article 16.3 or as the case may be, such number of the Offeree Shares at the
Offeree Price and otherwise on the same terms as those offered to the Offeree
under 16.4 as shall be proportionate to the then prevailing number of Shares
held by the Transferee or as the case may be, by the Offeree in relation to the
total authorised share capital of the JVC. If the offer is accepted by the
Transferee or as the case may be, the Offeree, the sale by the Transferor to
the Third Party under Article 16.3 or as the case may be, by the Offeree to the
Third Party under Article 16.4 shall be conditional upon completion of the
Transferee or as the case may be, the Offerees sale to the Third Party and
shall be completed at the same time as that sale.

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16.6 Any transfer of Shares shall be on the following terms:

(a) the Shares shall be sold free from all liens, charges and encumbrances
and third party rights, together with all rights of any nature attaching to
them including all rights to any dividends or other distributions declared,
paid or made after the date of the relevant notice to the other Party;

(b) the Shares shall be sold together with an assignment of all shareholder
loans made by the transferring Party to the JVC;

(c) if requested by the Third Party or as the case may be, by the other Party,
the transferring Party shall procure the resignation of all the Directors and
Commissioners nominated by it without any liability on JVC for
compensation for loss of office or otherwise (save to the extent that the
liability arises in relation to a service contract with a Director who was
acting in an executive capacity); and

(d) it shall be a condition precedent to any transfer of the Shares to a Third

Party that it execute a Deed of Adherence under which the Third Party
Purchaser agrees to be bound by and shall be entitled to the benefit of
this Agreement corresponding to the transferring Partys obligations and
benefits under this Agreement as if it were an original party to this
Agreement in place of the transferring Party.

16.7 If any transferring Party fails to carry out the transfer of its Shares which it
shall have become bound to transfer under this Agreement (Transfer Shares),
the Board of Directors may provide a suggestion to the transferring Party on

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 some person to execute a transfer of the Transfer Shares to the Third Party or
as the case may be, the other Party together with an assignment of the
transferring Partys shareholders loans to the Third Party or as the case may
be, the other Party, and obtain a good receipt therefor. In the event that the
suggestion is followed, the transferring Party shall in such case be bound to
deliver its certificate(s) for those Transfer Shares, and on such delivery, shall be
entitled to receive the purchase price. The Board of Directors shall then register
the Third Party or as the case may be, the other Party, as holder of the Transfer
Shares and issue a certificate for the same, and thereupon the Third Party or
as the case may be, the other Party, shall become indefeasibly entitled to those
Transfer Shares.

16.8 If any Party transfers its entire shareholding in the JVC, and thereby
ceases to be a Shareholder, such Party shall forthwith be released and
discharged from further performance and observance of this Agreement Provided
that:

(a) such release and discharge shall not apply to any liability incurred by
such Party prior to the time when it ceases to be a Shareholder;

(b) Article 23 shall continue to bind such Party; and

(c) this Agreement shall continue in full force and effect as between the other
Party and third parties who have executed Deeds of Adherence.

17. TERMINATION EVENTS

17.1 The provisions of this Article 17 shall apply on the occurrence of a Termination
Event. It is a Termination Event in relation to a Party if:

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 (a) a court of competent jurisdiction makes an order or a resolution is passed,
for the dissolution or administration of that Party (otherwise than in the
course of a reorganisation or restructuring previously approved in writing by
the other Party (such approval not to be unreasonably withheld or delayed));
or

(b) any person takes any step (which is not withdrawn or discharged within
ninety (90) days to appoint a liquidator, manager, receiver, administrator,
administrative receiver or other similar officer in respect of any assets which
include either (i) the Shares held by that Party or (ii) shares in that Party;
or

(c) that Party convenes a meeting of its creditors or makes or proposes any
arrangement or composition with, or any assignment for the benefit of, its
creditors; or

(d) a third party (together with the Affiliates of such third party) acquires
control of that Party or its holding company; or

(e) it commits a Material Default which the other Party treats as a Termination
Event in accordance with clause 18.2.

17.2 If a Termination Event occurs in relation to a Party (Affected Party), the

Affected Party shall (except in the case of a Material Default treated as a
Termination Event by the other Party) be obliged to notify the other Party
(Non-Affected Party) promptly of such Termination Event. After a Termination

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 Event occurs, the Non-Affected Party may, but shall not be obliged to, make
an offer for all the Shares held by the Affected Party (Affected Party's Shares)
if such offer is made:

(a) within a period of ninety (90) days after the date the Non-Affected Party
is notified that the relevant Termination Event has occurred; or

(b) in the case of a Material Default, within a period of (i) thirty (30) days
after the expiry of the Default Termination Notice given under Article
18.2(a) or (ii) if applicable, the sixty (60) day period referred to in Article
18.2(b).

17.3 The offer for the Affected Party's Shares referred to in Article 17.2 shall take the
form of a notice to the Affected Party (Offer Notice). The Offer Notice shall
include the price offered (Offered Price) and a statement that the offer may be
accepted within thirty (30) days of the Affected Party receiving the Offer Notice.
If the Affected Party rejects the Offered Price, the JVC shall, at the sole cost
and expense of the Affected Party, appoint the auditors of the JVC acting as
experts to determine the fair value of the Affected Party's Shares. The Non-
Affected Party shall be entitled to buy the Affected Party's Shares at the fair
value determined by the auditors (or, if the Termination Event is a Material Default,
at an amount equal to ninety percent (90%) of such fair value) within thirty (30)
days of such determination. The Non-Affected Party shall exercise its right to buy
the Affected Party's Shares by giving notice to the Affected Party within the thirty
(30) days. Upon receipt of the Affected Partys notice, the Affected Party shall
be bound to sell, and the Non-Affected Party shall be bound to buy, the Affected
Party's Shares, and the provisions of Articles 16.6 and 16.8 shall apply to the
transfer of the Affected Partys Shares.

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18. DEFAULT

18.1 If a Party (Defaulting Party) commits a breach of this Agreement, the other
Party (Non-Defaulting Party) may serve notice upon the Defaulting Party. The
notice shall specify the breach and require the Defaulting Party immediately to
stop the breach and, to the extent that it is possible, to make good the results
of the breach within sixty (60) days. This does not affect the Non-Defaulting
Party's right subsequently to claim damages or other compensation under
applicable law for the breach or, where appropriate, to seek an immediate remedy
of an injunction, specific performance or similar court order to enforce the
Defaulting Party's obligations.

18.2 If the Defaulting Party commits a material breach of any of its obligations under
this agreement and such breach is not capable of remedy (Material Default),
the Non-Defaulting Party shall be entitled, without prejudice and any other right
or remedy it may have, to treat the Material Default as a Termination Event
for the purposes of Article 17 if:

(a) the breach has not been remedied within the sixty (60) day period referred
to in Article 18.1 and the Non-Defaulting Party (after such sixty (60) day
period) has given not less than thirty (30) days notice to the Defaulting
Party of its intention to treat the breach as a Termination Event; or

(b) in the event that arbitration proceedings take place to establish whether
or not a Material Default has occurred and do so establish, the breach

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 has not been remedied within sixty (60) days of final resolution of that
dispute.

19. DEADLOCK

19.1 If the Board of Directors or the Board of Commissioners or, as the case may
be, the Shareholders in a GMS fail to agree on any matter within thirty (30)
days of such matter being considered, and either Party determines that as a
consequence the Business and/or the operations of the JVC are materially and
adversely affected, then a deadlock shall be deemed to have occurred, and
any Party may serve a written notice (Deadlock Notice) on the other Party,
a copy of which shall be given to the Board of Directors. If the deadlock
remains unresolved within thirty (30) of the date of service of the Deadlock
Notice, either Party (Server) may serve a written offer (Deadlock Offer) to
the other Party and all other Shareholders, if any (Recipients) offering to sell
(Sell Offer) to each of the Recipients all the Shares held by the Server
proportionate to such Recipients shareholding in the JVC at a price determined
by the auditors of the JVC acting as experts to be the fair value of the Servers
Shares but subject to the condition that the Sell Offer is accepted in writing by
all the Recipients within thirty (30) days of the Deadlock Offer (Offer Period)
(Deadlock Transfer Terms).

19.2 At any time within the Offer Period, each Recipient may serve a written notice
which shall be irrevocable to the Server indicating that it accepts the Sell Offer;
and further indicating whether it accepts the Sell Offer in respect of any Shares
of the Server to which any other Recipient is entitled if the Sell Offer should
lapse or fail because of the non-fulfilment of the condition in Article 19.1.

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19.3 Subject to the fulfilment of the condition in Article 19.1, the sale and
purchase of the Servers Shares shall be completed in accordance with the
Deadlock Transfer Terms on the date falling fourteen (14) days after the expiry
of the Offer Period, and the provisions of Articles 16.6 and 16.8 shall apply to
the transfer of the Shares.

19.4 If the Sell Offer lapses or fails because of the non-fulfilment of the condition
in Article 19.1, the Server shall be entitled either:

(a) to notify the other Party of its intention to sell its Shares to a
third party in which case such notice shall be deemed to be the Transfer
Notice under Article 16.3, and the provisions of Articles 16.3, 16.4, 16.5,
16.6 and 16.8 shall apply to any transfer to such third party; or

(b) to notify the other Party of its decision to wind up the JVC (Winding
Up Notice), in which case, the Parties shall procure the JVC to be
wound up and liquidated under the Applicable Laws within sixty (60) days
of the Winding Up Notice.

19.5 The Parties shall, in respect of the matters specified in the Deadlock Offer,
maintain the position of the JVC immediately before the occurrence of the
deadlock and the status quo of the JVC and the Business shall be preserved
in respect of such matters.

20. REPRESENTATIONS AND WARRANTIES

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 Each Party hereby represents and warrants to the other Party as follows:

(a) this Agreement has been validly executed by it and constitutes valid
obligations which are binding upon and enforceable against it in
accordance with their terms and each Party has all requisite power,
corporate and/or otherwise, to own property, to bind itself in the manner
contemplated by this Agreement and to execute and perform this
Agreement;

(b) neither the entering into this Agreement nor performance by the Party of
the transactions and obligations contemplated herein will result in the
violation of (i) any agreement or other instrument to which it is a party or
by which it or any of its property or assets is bound, or (ii) any Applicable
Laws to which it or any of its property or assets is subject, or (iii) articles
of association of the Party; and

(c) there are no contractual impediments, difficulties or obstacles, which can

hinder the establishment of the JVC in its relationship with any other party.

21. INDEMNITIES

Each Party agrees that it will indemnify the other Party against any action,
proceeding, claim, damage, loss, cost (including legal costs) and expenses
suffered by the other Party in connection with or arising from any breach by
such Party of any of its representations, undertakings or other obligations under
this Agreement, or the enforcement of the other Partys rights in relation thereto.

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Neither BAI nor GMF will have any claim against the other in contract or in fact or
otherwise for loss of use, profit, production, revenue or business interruption or any
other consequential loss.

22. FORCE MAJEURE

None of the Parties shall be in default of their obligations under this Agreement nor
shall any Party be liable to the other Party for any loss, damage or expenses resulting
from causes, circumstances or conditions beyond its reasonable control (Event of
Force Majeure) including, without limitation, war, conditions of war, acts of enermies,
embargoes, blockades, revolution, rebellion, riot, sabotage insurrection, civil disorders
or disturbances, anarchy, criminal acts, explosion, fire, flood, windstorm, earthquake
and other natural catastrophes or acts of God, national or provincial emergency,
strikes, lock-outs or other labour disturbances of any kind, breakdown of any plant or
equipment, order, acts or omissions (including changes in law and governmental policy,
refusals to act or delays in acting) of any Governmental Authorities or interference by
civil or military authority. If any Party due to an Event of Force Majeure is or may be
prevented from performing its obligations, it shall promptly give notice thereof in writing
to the other Party, with full particulars and provide its best estimate of when
performance will be resumed. Upon the occurrence of an Event of Force Majeure, a
Party may give notice thereof to the other Party and any Party may request by written
notice to the other Party that the Parties review the terms and conditions of this
Agreement. The Parties shall then give reasonable consideration to amending the
terms and conditions of this Agreement in order to ensure that the continuation of the
JVC operations is commercially feasible and safe.

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23. NON-DISCLOSURE OF INFORMATION

23.1 The terms of this Agreement and all Confidential Information obtained in
connection with its fulfilment shall be the exclusive property of the respective
Parties and must not be disclosed to third persons other than with prior consent
of the other Party, which consent shall not be unreasonably withheld.

23.2 The consent required under Article 23.1 shall not apply to disclosure to:

(a) an Affiliate, professional advisors, contractor, sub-contractor or employee

of the recipient who is a director of recipient or is necessarily engaged in
the JVC and the recipient shall impose confidential liabilities to the
abovementioned and ensure that the abovementioned shall keep the
Confidential Information secret and use the Confidential Information only
for the JVC;

(b) to a potential third party purchaser of the Shares of either Party, on a

confidential basis; or

(c) to any Government Authorities, or to the public if the disclosing party

sincerely believes that such disclosure is necessary under the relevant
laws or regulations, having received advice from its legal counsel that
such disclosure is necessary or strongly recommended pursuant to such
standards or regulations.

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24. ASSIGNMENT OF RIGHTS

No Party shall assign or transfer, or purport to assign or transfer, any of its rights or
obligations under this Agreement without the prior written consent of the other Party.

25. SUCCESSORS AND ASSIGNS

This Agreement shall inure for the benefit of and be binding upon the Parties and
their respective successors in title and permitted assignees.

26. COSTS AND EXPENSES

26.1 The expenses of each Party incurred in connection with the negotiation of this
Agreement and preparation for its implementation shall be borne by the Party
incurring the expenses, unless otherwise agreed in writing by the Parties.

26.2 All out-of-pocket expenses including legal expenses in relation to the

establishment agreed upon and incurred by the Parties for or on behalf of the
JVC, to the extent permissible under law, shall be paid or reimbursed, unless
otherwise agreed by the Parties, by the JVC. The Parties have agreed to the
treatment of all pre-establishment costs, expense and disbursements and that
agreement shall survive the execution of this Agreement. The Parties agree that
all the pre-establishment and post-establishment expenses will be borne by the
JVC, provided that a budget for such costs and expenses shall be agreed upon
in writing by the parties.

26.3 The Parties shall keep a detailed account of all expenses incurred by them on
behalf of the JVC and shall also keep receipts and notes supporting such
expenses sufficient to establish the validity of such expenses.

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27. LIMITATION OF WAIVER

The failure of a Party at any time to exercise its rights or to require performance by
the other Party of any provision of this Agreement shall in no way affect a Partys
right to require such performance at any time thereafter. Nor shall the waiver by any
Party of a breach of any provisions of this Agreement be deemed, taken or held to
be a waiver of any further breach of the same or any other provisions.

28. SEVERABILITY

If any of the provisions of this Agreement is found by an arbitrator, court or other

competent authority to be void or unenforceable by Applicable Laws, such provision
shall be deemed to be deleted from this Agreement and the remaining provisions of
this Agreement shall continue in force and effect, Notwithstanding the foregoing, the
Parties shall thereupon negotiate in good faith in order to agree the terms of a
mutually satisfactory provision to be substituted for the provision so found to be void
or unenforceable.

29. FURTHER AGREEMENT

The Parties shall do, execute and perform all such further deeds, documents,
assurances, acts and things as any Party may reasonably require by notice in writing

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to the other Party to carry the provisions of this Agreement into full force and effect
and implement the intent of the Parties as contemplated hereby.

30. ENTIRE AGREEMENT

Except as expressly agreed in writing by the Parties, this Agreement constitutes the
entire agreement between the Parties with respect to the matters dealt with herein
and supersedes any previous agreement in relation to such matters.

31. LIMITATION OF LIABILITY

Notwithstanding anything in or implied by this Agreement, no Party shall under any

circumstances be responsible to the other Party for any indirect or consequential
damages resulting from any act or omission relating to any of their obligations under
this Agreement and any right to claim for or have such damages awarded under
Applicable Laws is hereby waived.

32. AMENDMENT

No amendments, modifications or variation of this Agreement shall be valid and any

force or effect unless evidenced in writing, signed by a duly authorized representative
of each of the Parties. Notwithstanding the provisions of this Agreement, in the event
that the Parties consider that the JVC has cease to be commercially feasible pursuant
to the then applicable terms and conditions, the Parties agree that they shall in good

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faith give reasonable consideration to amendments thereto but are not legally bound
to agree upon any such amendments.

33. REMEDIES

No remedy of a Party under this Agreement is intended to be exclusive of any other

remedy whether available to a Party under this Agreement or otherwise. Each and
every remedy shall be cumulative and shall be in addition to every other remedy
existing now or in the future under this Agreement or under the Applicable Laws.

34. NOTICES

34.1 All notices, requests, directions and other communications (Communications)

contemplated, required or permitted by this Agreement shall be in writing and
shall be sufficiently delivered, given, made or transmitted if delivered by hand
or sent by facsimile and addressed as follows:

(a) In the case of IR:

Address : Management Building PT Indonesia Raya, 3rd Floor

Telephone : [**]
Facsimile : [**]
Attention : Corporate Secretary

(b) In the case of AC:

Address : [**]
Telephone : [**]

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 Facsimile : [**]
Attention : [**]

A Party may change its address or fax transmission numbers for the purpose of this
Agreement by giving written notice of such change to the other Party in the manner
contemplated by this Article. In the absence of proof to the contrary and subject to
the provisions of this Article, any Communications shall be deemed to have been
received by the Party to whom it was sent if by facsimile transmission, at the time of
transmission confirmation report, or if by personal delivery upon delivery at the address
of the relevant Party or if by courier five (5) Business Days after the date of delivery
to the courier (as the case may be). Any communications received on a day which is
not a Business Day for the recipient or after 17.00 p.m. on a Business Day, shall be
deemed to have been received on the next Business day.

34.2 The Parties may by mutual agreement transit Communications by

electronic mail.

34.3 A Party is entitled to rely on Communications reasonably and in good

faith believed by such Party to be genuine, correct and duly authorized, signed
and communicated and such Party so relying shall not be liable to the other
Party for any consequence of its reliance.

35. GOVERNING LAW

This Agreement and the rights and obligations of the Parties as set forth therein shall
be construed in accordance with and governed by the laws of the Republic of
Indonesia.

36. DISPUTE RESOLUTION

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36.1 The Parties agree that if any difference, dispute, conflict or controversy
(Dispute) arises out of or in connection with this Agreement or its performance,
including without limitation any dispute regarding its existence, validity,
termination of rights or obligations of any Party, the Parties will attempt 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 by amicable settlement
between the Parties.

36.2 Any Dispute not settled amicably in compliance with Article 37.1 shall
be finally settled by arbitration in English language under the Rules of Arbitral
Procedure of the Indonesian National Board of Arbitration (BANI).

36.3 The arbitration will be conducted before a board of three (3) arbitrators
which shall be appointed in accordance with the procedures set out in the rules
of arbitral procedure of BANI regarding the appointment of arbitrators.

36.4 Such arbitration will be conducted in the English language, at such

places as may be agreed between the Parties. If the Parties cannot agree on
place of the arbitration within seven (7) days of one Party receiving notice from
the other requesting such agreement, then the place of arbitration will be
Indonesia.

36.5 The arbitrators will not be bound by strict rules of law where they consider
the application thereof to particular matters to be inconsistent with the spirit of
this underlying intent of the Parties and as to such matters. Their conclusions
will reflect their judgment of the correct interpretation of all relevant terms hereof
having regards to such underlying intent and the correct and just enforcement
of this Agreement in accordance with such terms. The arbitrators will not amend
or modify this Agreement. The award rendered will apportion the costs of the
arbitration.

36.6 An award in arbitral proceedings pursuant to this Article will be final and
binding on the Parties to the dispute and judgement may be entered in any
court having jurisdiction over any of the Parties or the assets of any of the

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 Parties and application may be made to such court for judicial acceptance of
the award, and for an order of enforcement and execution of such award as
the case may be. The Parties to the dispute undertake to comply with any
award.

37. WAIVER

The Parties expressly waive Articles 1266 and 1267 of the Indonesian Civil Code to
the extent necessary to effect termination of this Agreement as provided herein without
judicial involvement.

38. PERIOD OF JVC

The JVC shall valid for 15 (fifteen) years from the date on which the JVC is established
and registered with the Ministry of Law and Human Rights of the Republic of
Indonesia.

39. COUNTERPARTS

This Agreement may be executed in counterparts and all such counterparts taken
together shall constitute the entire executed Agreement.

Ditandatangani oleh IR Untuk dan atas Ditandatangani oleh AC Untuk dan

nama / atas nama /
Signed by IR Signed by AC
For and on behalf of For and on behalf of

PT. INDONESIA RAYA AMERICAN CORPORATION

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___________________________________ ___________________________________
Name : Name :
Title : Title :

Page 43 of 48
 APPENDIX 1

GMS RESERVED MATTERS

1. Any amendment to the Articles of Association.

2. Any change in the share capital of the JVC.

3. Any issue and allotment of Shares or the issuance or granting of any option
in respect of any Shares or other interest of the JVC.

4. Any material change in the nature and scope of the Business (including any
decision to change or extend the field of the Business), carrying on of the
Business other than through the JVC, or the cessation of all or substantially all
of the Business.

5. The JVC declaring or paying any dividend or distribution, and approving or

amending such dividend policy.

6. Approval and adoption of the annual business plans of the JVC and its annual
budget, including any material amendment or variation thereto, the reference to
which shall include any amendment or variation that has a material negative
impact on the profitability or cash flow.

7. The issuance of any loans, bonds, guarantees, indemnities, undertakings,

debentures, securities or other forms of financial assistance or any power of
attorney by the JVC.

8. The capital expenditure of the JVC (excluding annual budget of the JVC).

9. Any acquisition or disposal (including increasing (or reducing) the JVCs

shareholding in any other company).Any partnership, profit-sharing agreement,
technology license or collaboration and joint ventures of JVC with any third
party.
10. Any restructuring in relation to any material re-organisation of the JVC, including

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 a corporate restructuring, merger, demerger, consolidation, amalgamation or
other similar restructuring.

11. Any litigation (whether by or against the JVC).

12. The creation of any encumbrance in respect of all or any material part of the
undertaking, property or assets of the JVC or the giving by the JVC of any
guarantee or indemnity or becoming the surety for any third party.

13. The appointment or removal of auditors and bankers of the JVC, and the terms
and remuneration in connection with such appointment.

14. Accounts and accounting policies and any change in the principal accounting
policies of the JVC.

15. Any change in the fiscal year of the JVC.

16. Any profit distribution.

17. The formation or dissolution of, and the terms of reference or charter of, the
Board of Directors or the Board of Commissioners.

18. Any proposal to wind up the JVC or other voluntary proceeding seeking
liquidation, administration (whether out of court or otherwise), reorganisation,
readjustment or other relief under any bankruptcy, insolvency or similar law or
the appointment of a trustee, receiver, administrator (whether out of court or
otherwise) or liquidator or similar officer;

19. The undertaking of any business or any interest in any business which is in
competition with, or which may be detrimental to, the business of JVC;

20. The disposal of assets to third parties including without limitation, to Affiliates
of either Party;

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21. Engagement by the JVC or any subsidiary in any transaction, agreement or
arrangement which is outside of the ordinary course of business or which is
not of an arms length nature.

22. Entry into or termination of any transaction, agreement or arrangement by the

JVC with (a) any Shareholder or any persons connected with any of them or
(b) any major creditor or debtor of the JVC (excluding however any subsidiary
of the JVC).

23. The amount of any remuneration (including directors fees) and other benefits
to be extended to any Director or any Commissioner or any variation thereof.

24. Employing or terminating the employment of the member of the Board of

Directors and Board of Commissioners.

25. Converting the status of the JVC from a private company to a public company
or from a company which is limited to one which is unlimited.

26. The ratification of any act or omission on the part of any Director or any
Commissioner or any transaction undertaken which is not authorised by the
JVC or which is otherwise in breach of fiduciary duties.

The threshold of the following GMS Reserved Matters shall be agreed in writing by
the Parties prior to the establishment of JVC:

27. Any borrowing or financing by the JVC not in the ordinary course of business
(including entering into any finance lease, but excluding normal trade credit) or
renewing, extending or restructuring any such borrowings or financing.

Any contract in relation to the Business including without limitation, any contract with
any Affiliate.

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 APPENDIX 2
FORM OF DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [date]

BY [NAME] of [ADDRESS] (the Adherent) in favour of and for the benefit of each
and all the persons whose names are set out in the schedule to this Deed (the Other
Parties) being parties to the Joint Venture Agreement (the JVA) dated [date] 2016
made between:

(1) PT INDONESIA RAYA, a company established under the laws of the Republic of
Indonesia, which is domiciled and headquartered in Jl. Cendrawasih NO. 29,
Banjarmasin, Indonesia (hereinafter referred to as the First Party); and

(2) AMERICAN CORPORATION, a company incorporated under the Laws of

United States of America, and having its registered address at at 3010 Red
Hawk Drive, Suite 120, Grand Prairie, Texas 75052 (hereinafter referred to as
the Second Party)

AGREED as follows:

1. Unless the context otherwise requires, terms and expressions defined or used
in the JVA have the same meaning when used in this Deed.

2. The Adherent confirms that it has been given and has read a copy of the JVA
including its Appendices, and agrees with each of the Other Parties that as
from the date of becoming a Shareholder, it shall be bound by, and shall
perform, all the terms of the JVA as if the Adherent had been a party to the
JVA, and references to Party and Shareholder in the JVA shall, where
applicable, refer to or include the Adherent.

3. This Deed shall be construed as one with the JVA, and all references to the
JVA in the JVA and all other agreements, documents or instruments executed
pursuant to, or in connection with, the JVA, shall as from the date of this Deed

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 and for all purposes refer to the JVA as incorporating, and as amended by,
this Deed.

4. This Deed is governed by, and shall be construed in accordance with, the laws
of the Republic of Indonesia.

This Deed has been signed as a deed by the Adherent on the date stated at the
beginning of it.

Ditandatangani, Dicap dan Diserahkan oleh/

Signed Sealed and Delivered by )
[NAME] )
)
__________________________

Disaksikan oleh / In the presence of:

________________________________

Name of Witness:
Passport Number:

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