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MOU W&AJ CORPORATION LIMITED - PT.

BALI WASTE2ENERGY INTERNATIONAL

DATE : December 12, 2016


TRANSACTION CODE : MOU/WAJ-BWE/12122016

MEMORANDUM OF UNDERSTANDING

Name : W&AJ CORPORATION LIMITED


Address : 603 Hang Pont Commercial Building, 31 Tonkin Street,
Cheung Sha Wan, Kowloon - Hong Kong
Represented by :
Title : Director
Register Co. No : 2433858
Telephone No : +852 68094673, +852 55875663

(Hereinafter called “First Party”)

AND

Name : PT. BALI WASTE2ENERGY INDONESIA


Address : Jln. Prof. Dr. Ida Bagus Mantra No. 2-B, Prapatan Pantai
Masceti RK II, Mendahan. Kec. Blahbatu, Kab. Gianyar,
Provinsi Bali - Indonesia
Represented by : ENCEP BUHORI
Title : Director
Register Co. No : 00.00.1.38.00076
Telephone No : +62361- 426549

(Hereinafter called “Second Party”)

WHEREAS the First Party has available the following cash funds:

DESCRIPTION OF SBLC/BG/BLOCK FUND/CASH FUNDS:

Face Value :EURO 500,000,000.00 (FIVE HUNDRED MILLION EURO)


Project Cost : EURO 50,000,000.00 (FIFTY MILLION EURO)

WHEREAS the Second Party is to have the Biomass & Waste Projects, Infrastructure and
Industrial Complex in the territory of the Republic Indonesia and require capital investment from
the FirstParty for amount EURO 50,000,000.00 (EUROFifty Million Only), and

WHEREAS the First Party has available fund raising, the Instrument Bank/BG/SBLC/Cash Funds
for the Monetized & Fund Manage, and willing to invest in this project managed by the Second
Party, for amount EURO.50,000,000.00 (EuroFifty Million Only), and

WHEREAS the First Party and the Second Party are mutually desirous of joining together to utilize
their various skills, business relationships and assets for profit;

NOW, THEREFORE, in consideration of the premises, promises, representations, warranties and


covenants hereinafter set out and other good and valuable considerations, the receipt and
sufficiency of which is hereby acknowledged,

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MOU W&AJ CORPORATION LIMITED - PT. BALI WASTE2ENERGY INTERNATIONAL

The Parties do agree as follows;

1. TERMS AND CONDITIONS

a. The First Party and Second Party will sign this Memorandum of Understanding and after
the signing of MOU, both partyprepare documentation and funds within 30 days.

b. The Both Party shall visiting to the Bank and asset management, and the First Party
doing a instrument bank/BG/SBLC/Cash Fund;

c. The First Party and the Second Party are mutually desirous of joining together (Joint
Venture) to utilize their various skills, business relationships and assets for profit;

d. The Second Party will pay direct its own bank charge, operational cost, consultant fees
and provide cash fund amount maximum: EURO 500,000.00 (FIFTY THOUSAND EURO)

e. The First Party and Second Party to Opening Joint Account for payment to cost of funds
and overhead, accomodation, etc

f. The Both Party agreed pay intermediated and consultant fee amount 2% of investment
value.

2. ORIGIN OF ASSET

The First Party warrants that this BG/SBLC/Cash Funds does not arise from any illegal
transactions.

3. LIABILITY

The Second Party shall have no liability with respect to the underlying commercial activity
which are the subject matter of this MOU, and the First Party shall protect and defend all the
Second Party’s rights, titles and interests as they appear herein.

4. TERM

This MOU is the basis of the MOA and valid for a period of 60 working days bank. If within
the time limit the Both Parties do not sign the MOA, the MOU is considered void.

5. NON-DISCLOSURE AND NON-CIRCUMVENTION

Both Parties hereby to keep completely confidential the names of any contracts, banks,
brokers, trusts, safe-keeping companies, lending institutions or groups of individuals, lenders
or borrowers, buyers or sellers and such information as pertains to or is descriptive of any
and all of the business transactions, and purposes which are contemplated by and are set
out herein (all of which hereinafter collectively, referred to as the “Proprietary Information”)
as may introduce or disclose either one of the Parties.

Such proprietary information shall remain confidential during both the transaction(s) and
throughout the duration of this MOU, and shall include any account number(s), amount(s),
name(s), telephone and fax number(s), addresses and the like; it is also specifically agreed
that all such information is the exclusive property of the “stock-in-trade” by the introducing
party and that further disclosure of or misuse can result in serious financial loss or harm to
the disclosing party. Any claim or controversy arising from the disclosing party or from any
part of this provision or the breach thereof which is not settled between the parties

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MOU W&AJ CORPORATION LIMITED - PT. BALI WASTE2ENERGY INTERNATIONAL

themselves shall be settled by arbitration in accordance with the rules of the American
Arbitration Association with the hearings to take place in a location to be determined by the
aggrieved party, and thereafter, judgment upon ward rendered by the Arbitrator(s) may be
entered into any court having competent jurisdiction including the award to the aggrieved
party and receipt of any compensation in addition to all court costs, attorney fees and other
fair charges allowed by the arbitrator.

The First Party and the Second Party, separately, hereby agree that their respective
corporations, divisions, subsidiaries, employees, agents or consultants will not make contact
with, deal with or otherwise be involved in any transaction with any trusts, corporations or
individuals, introduced by the other party either corporately of individually including their
associates without any permission provided in writing by the disclosing party to this
agreement. This agreement is also binding to all Parties, assignees, their nominated heirs,
associates, trustees, which are directly or indirectly involved.

The provision shall be a perpetuating MOU for five (5) years from the date first above written
and is to be applied to any and all transactions, and/ or any and all of the information
relating to the trusts, traders, safe keeping institutions, corporations and/ or individuals
related to the enterprise herein contemplated, and/ or all of the information concerning the
transaction and/ or of the buyers, institutions, corporations individuals and/ or trusts,
bankers, borrowers or sellers and the like which is the property of the introducing party and
shall remain the property of the First Party for the duration of this MOU.

Any controversy arising out of any part of this provision or the breach thereof and which is
not settled between the parties themselves shall be settled by arbitration in accordance with
the rules of the American Arbitration Association as outlines above.

6. MISCELLANEOUS

The Parties hereto shall not be liable for any failure to perform by reason of Force Majeure as
is described in the brochure “Uniform Customs and Practices for Documentary Credits,
International Chamber of Commerce Publication Number 500 (1993 edition).

IN WITNESS WHEREOF, the parties have set their hands or those of their authorized
representative as of the day and year first above written.

This MOU will be held open for 12 calendar days for acceptance from the above mentioned date
and must be signed by both parties within this time period.

FIRST PARTY : SECOND PARTY :


W&AJ CORPORATION LIMITED PT. BALI WASTE2ENERGY INTERNAIONAL

…………………………………………………. ENCEP BUHORI

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