APPENDIX 16 CPP SHARE PLEDGE AND CPP … 16...3. The Pledgor is the registered and beneficial owner of the Initial Shares (as defined below). 4. The Trust Deed provides, inter alia,

- 139 -

APPENDIX 16

CPP SHARE PLEDGE AND CPP POWERS OF ATTORNEY

PLEDGE AGREEMENT OVER SHARES IN PT CENTRAL PROTEINA PRIMA TBK

[No. [●]]

On this day [signing date]:

Have appeared before me, [name of Notary], Sarjana Hukum, Notary in Jakarta, in the

presence of witnesses who are known to me, Notary, and will be mentioned at the end of

this deed:

1. [Name of person representing Pledgor], [Title of person representing Pledgor], born

in [City of birth of person representing Pledgor] on [Date of birth of person

representing Pledgor], residing in [Address of person representing Pledgor], the

holder of [Identity card No. [●] or passport No. [●] of person representing Pledgor],

according to his statement in this matter, acting in his capacity representing the

Board of Directors of and accordingly for and on behalf of Azion Bao Pte. Ltd. a

company duly established and existing under the laws of the Republic of Singapore,

whose address is at [●], (“Pledgor”); and

2. [Name of person representing Pledgee], [Title of person representing Pledgee], born

in [City of birth of person representing Pledgee] on [Date of birth of person

representing Pledgee], residing in [Address of person representing Pledgee], the

holder of [Identity card No. [●] or passport No. [●] of person representing Pledgee],

according to his statement in this matter, acting as such for and on behalf of

Madison Pacific Trust Limited, a company established under the laws of the Hong

Kong Special Administrative Region, having its address at 1720, 17th Floor, Tower

One, Admiralty Centre, 18 Harcourt Road, Hong Kong, in its capacity as trustee of

the US$185,781,543 Zero Coupon Secured Mandatorily Exchangeable Bonds due

2022 issued by the Pledgor (“Pledgee”).

[Notary to update the above section]

The Pledgor and the Pledgee are referred to collectively as the “Parties” and individually as a

“Party”.

The Parties who are known to me, Notary, and in their capacities then explained as follows:

BACKGROUND

1. The Pledgor has authorised the issue of US$185,781,543 Zero Coupon Secured

Mandatorily Exchangeable Bonds due 2022 (the “Bonds”) which are, in the

aggregate, exchangeable for the MEB Shares (as defined in the Trust Deed).

2. The Bonds are constituted by the trust deed dated [*] 2018 between the Pledgor as

issuer and the Pledgee as trustee (as amended, supplemented and restated from

time to time, the “Trust Deed”), a copy of which has been shown to me, Notary.

3. The Pledgor is the registered and beneficial owner of the Initial Shares (as defined

below).

4. The Trust Deed provides, inter alia, for the Pledge by the Pledgor of all its shares in

the Company in favour of the Pledgee, in its capacity as trustee of the Bonds, for the

benefit of the Bondholders (as defined in the Trust Deed), to secure the obligations of

the Pledgor under the Transaction Documents (as defined in the Trust Deed).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

Terms defined in the Trust Deed, unless otherwise defined in this Pledge Agreement

(including the above recital), have the same meanings when used in this Pledge

Agreement, and in addition:

(a) “Account Holder” means UOB Kay Hian Indonesia (Jakarta branch) with

whom the Securities Account is maintained;

(b) “Additional Shares” means any additional shares in the capital of the

Company:

(i) that the Pledgor owns or is entitled to acquire or receive as a result of

its holding of the Initial Shares (including, without limitation, any

shares received by way of rights issue or bonus issue or any warrant

or option or as a result of any share split or other similar event which

results in the Pledgor obtaining additional shares due to its holding of

Initial Shares);

(ii) which are acquired by the Pledgor in any way whatsoever after the

date of this Pledge Agreement from third parties; and/or

(iii) that the Pledgor and the Pledgee agree to make subject to the pledge

created under this Pledge Agreement from time to time;

(c) “C-Best” means the Central Depositary and Book Entry Settlement System

which is a system used by KSEI to administer settlements in stock trading

using electronic data records;

(d) “Company” means PT Central Proteina Prima Tbk, a publicly listed limited

liability company established and existing under the laws of the Republic of

Indonesia, having its registered office at Wisma GKBI, 19th Floor, Jl. Jend.

Sudirman No. 28, Jakarta 10210, Indonesia;

(e) “Consent to Transfer” means a consent to transfer in the form set out in

Schedule 6 (Consent to Transfer) or in such other form as may be specified

by the Pledgee;

(f) “Derivative Rights” means:

(i) all Dividends, interest, distributions and other income paid or payable

on or in respect of any Shares;

(ii) all shares, securities or other property derived from any Shares;

(iii) all other allotments, accretions, rights, benefits and advantages of any

kind accruing, offered or otherwise derived from or incidental to any

Shares (whether by way of redemption, bonus, preference, option,

substitution, conversion, exchange or otherwise); and

(iv) all other proceeds paid or payable in relation to any Shares;

(g) “Discharge Date” means the date on which all Bonds have been exchanged

for MEB Shares and/or cancelled in accordance with the terms of the Trust

Deed and the Bonds;

(h) “Dividends” means all present and future rights, interest, dividends, cash

distribution and other sums in whatsoever nature that are or may become

payable by the Company to the Pledgor in its capacity as the holder of the

Shares;

(i) “Event of Default” has the same meaning given to such term in the Trust

Deed;

(j) “Initial Shares” means 13,701,648,041 series B ordinary shares of the

Company that are owned by the Pledgor and, as of the date of the Trust Deed

and after giving pro forma effect to the Equity Injection, represent no less than

23.0% of the total issued and paid-up capital of the Company, as identified in Schedule 1 and any supplement to Schedule 1;

(k) “Irrevocable Power of Attorney” means an irrevocable power of attorney in

the form set out in Schedule 5 (Irrevocable Power of Attorney) or in such

other form as may be specified by the Pledgee;

(l) “KSEI” means PT Kustodian Sentral Efek Indonesia, the Indonesian Central

Securities Depository;

(m) “Pledge” means a security right in the form of pledge in accordance with the

Indonesian Civil Code;

(n) “Pledge Agreement” means this pledge agreement over shares in the

Company, as may be amended (however fundamentally), novated,

supplemented, varied, extended, restated or replaced from time to time;

(o) “Power of Attorney to Sell Shares” means a power of attorney to sell

Shares in the form set out in Schedule 4 (Power of Attorney to Sell Shares)

or in such other form as may be specified by the Pledgee;

(p) “Secured Obligations” means all of the obligations of the Pledgor under the

Bonds, the Trust Deed and any other Transaction Document;

(q) “Secured Party” means the Trustee, the Pledgee, each Agent, the Registrar

and/or any Bondholder;

(r) “Securities Account” means the account of the Pledgor under No. [*] opened

with the Account Holder, in which the Shares are maintained;

(s) “Securities Sub-Account” means the account of the Account Holder under

No. [*] opened with KSEI, in which the Shares are maintained;

(t) “Security” means, with respect to any asset, any mortgage, lien, pledge,

fiduciary security, charge, security interest, assignment, hypothecation or

encumbrance of any kind in respect of such asset, or any other agreement or

arrangement, including without limitation, powers of attorney (whether in rem

or contractual), having a similar effect, whether or not filed, recorded or

otherwise perfected under applicable law, including any conditional sale or

other title retention agreement, any lease in the nature thereof, any option or

other agreement to sell or give a security interest therein;

(u) “Security Period” means the period commencing on the date of this Pledge

Agreement and ending on the Discharge Date;

(v) “Share Registrar” means the share registrar of the Company, currently being

PT Bima Registrar, a company organised and existing under the laws of the

Republic of Indonesia, and any share registrar of the Company in the future.

(w) “Shares” means the Initial Shares, any Additional Shares and all Derivative

Rights in the form of shares, stock or other securities.

1.2 Interpretation

(a) The rules of interpretation contained in Clause 1.2 (Construction) of the Trust

Deed apply to the construction of this Pledge Agreement.

(b) Unless a contrary indication appears, any reference in this Pledge Agreement

to “Pledgor”, “Pledgee”, “Bondholder”, “Company”, or any other person

includes, where the context permits, their respective successors in title,

permitted assigns, permitted transferees and any persons deriving title under

them.

(c) Clause and Schedule headings are for ease of reference only.

(d) Any reference in this Pledge Agreement to the Pledgee includes, as the

context requires, a reference to its attorney.

(e) In the event of any conflicts, discrepancies, difference of interpretation,

ambiguities between any provisions in this Pledge Agreement and the Trust

Deed, the provisions in the Trust Deed shall prevail.

(f) All references herein to any document (including without limitation, this

Pledge Agreement) or any law shall be deemed to refer to such document or

law as it may be amended, extended, novated, consolidated, supplemented,

substituted, renewed or replaced from time to time (provided that in the case

of any document, such document is not amended in breach of a covenant

contained in any of the Transaction Documents).

(g) Any words importing the singular shall include the plural and vice versa.

(h) Unless otherwise specified, all references to Clauses and Schedules are to

clauses and schedules to this Pledge Agreement, which form an integral and

inseparable part of this Pledge Agreement.

(i) All references to law include references to any applicable constitutional

provision, treaty, decree, convention, statute, act, regulation, rule, ordinance,

proclamation, subordinate legislation, by-law, judgment ,rule of court, practice

direction, guideline, code, order, approval and standard, including all of their

amendments, modifications and replacements.

2. PLEDGE

2.1 Granting of Pledge

(a) As first ranking collateral security for the punctual performance of the Secured

Obligations, the Pledgor hereby pledges all of the Shares together with any

Non-Cash Dividends which may accrue to the Pledgor in respect of the

Shares in accordance with Article 4 hereof in favor of the Pledgee (acting in

its capacity as Trustee for and on behalf of the Bondholders) until such time

as the Secured Obligations have been irrevocably discharged in full.

(b) The Pledgor shall ensure that the Shares remain in scripless form for so long

as the Secured Obligations remain outstanding. If share certificates relating to

the Shares are issued by the Company but the certificates are not deposited

with KSEI due to any reason, then the share certificates must immediately be

delivered to the Pledgee and, if it is possible under the prevailing laws and

regulations, such Shares must be converted into scripless form (at the cost of

the Pledgor).

(c) This Pledge Agreement is an integral part of the Transaction Documents. The

Pledge made hereunder and each of the powers of attorney hereinafter

referred to shall be irrevocable for so long as any of the Secured Obligations

remain to be performed, and/or as long as this Pledge Agreement is not

mutually terminated by the Pledgor and the Pledgee, and all of the rights and

powers granted by the Pledgor to the Pledgee hereunder shall not terminate

by reason of the occurrence of any of the events stipulated in Articles 1813,

1814 and 1816 of the Indonesian Civil Code or for any other reason

whatsoever.

(d) The Pledge created by this Pledge Agreement and the obligations of the

Pledgor hereunder are unconditional and shall be effective as of the signing

date hereof and shall not be affected by any invalidity or unenforceability of

this Pledge Agreement or any provision hereof or of any Transaction

Document.

3. PERFECTION OF PLEDGE

(a) The Pledgor shall upon the execution of this Pledge Agreement deliver to the

Pledgee:

(i) the Power of Attorney to Sell Shares;

(ii) the Irrevocable Power of Attorney; and

(iii) the Consent to Transfer;

each duly executed by, or on behalf of the Pledgor.

(b) Upon the execution of this Pledge Agreement (or in the case of any Additional

Shares, within 3 (three) Business Days after acquisition by the Pledgor of

those Additional Shares) the Pledgor shall:

(i) deliver to the Pledgee a completed Schedule 1 (or any supplement to

Schedule 1 in the case of any Additional Shares) and any evidence of

ownership relating to the Shares (or Additional Shares, as the case

may be) in accordance with the prevailing regulations, including (but

not limited to) a deposit receipt of the Shares and/or a confirmation

and report on the Securities Account issued by KSEI;

(ii) issue a notice of pledge and instruction substantially in the form set out in Schedule 2 or as otherwise agreed by the Pledgee to the

Company and the Share Registrar, notifying the Company and the

Share Registrar of the Pledge of the Shares (or Additional Shares, as

the case may be) created under this Pledge Agreement and

instructing the Company and the Share Registrar to register the

Pledge of the Shares (or Additional Shares, as the case may be) in

the Company's shareholders register book in the customary manner

satisfactory to the Pledgee; and

(iii) obtain a notice and instruction acceptance from the Company and the

Share Registrar, acknowledging the Pledge created under this Pledge

Agreement and confirming that the Pledge of Shares (or Additional

Shares, as the case may be) has been registered in the shareholders

register book of the Company together with written evidence of such

registration substantially in the form set out in Schedule 3 or as

otherwise agreed by the Pledgee.

(c) The Pledgor shall assist the Pledgee to, and shall procure and take any

necessary action to ensure that the Pledgee obtains an acknowledgment

and/or confirmation from the Company and the Share Registrar of the notices

referred to above.

4. VOTING RIGHTS AND DIVIDENDS

(a) All Dividends and other income arising from the Shares will be paid by the

Company directly to the Pledgee. Any Dividends and other income arising

from the Shares which may be received by the Pledgor: (a) shall promptly be

distributed to the Pledgee; and (b) pending the acceptance of the Dividends

by the Pledgee, the Dividends must be held by the Company for and on

behalf of the Pledgee.

(b) The Pledgor shall exercise all voting and other rights and powers attached to

or conferred by the Shares in accordance with the Trust Deed and/or the

Bonds.

5. FURTHER ASSURANCE

The Pledgor shall promptly and at its own expense execute all such documents and

do all such acts and things (including but not limited to executing further Pledges or

other Security, in respect of the Shares, and giving any notices, orders, directions or

instructions) as the Pledgee may require (and in such form and substance as the

Pledgee may require):

(a) to perfect, complete, protect or maintain the security created (or intended to

be created) by the Pledgor pursuant to this Pledge Agreement and to perfect

or protect the priority of such security;

(b) to facilitate the enforcement of this Pledge Agreement; and

(c) to exercise all and any rights, powers and remedies of the Pledgee provided

by or pursuant to this Pledge Agreement or by law.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations

The Pledgor represents and warrants for the interest and benefit of the Secured

Parties on the date of this Pledge Agreement and each date that any Secured

Obligation is outstanding, as follows:

(a) the Pledgor is a private limited company duly established and validly existing

under the laws of the Republic of Singapore and is duly licensed and authorised

to be engaged in the business in which it is engaged;

(b) all corporate and other action necessary to own and maintain ownership of the

Shares, for the due execution, delivery and performance of this Pledge

Agreement have been obtained and remain valid;

(c) the obligations expressed to be assumed by the Pledgor in this Pledge

Agreement are its legal, valid and binding obligations and are enforceable in

accordance with its terms;

(d) it has no knowledge of any facts which would impair the validity of this Pledge

Agreement;

(e) save for this Pledge Agreement and the other Transaction Documents, it is

not a party to or bound by any agreement or undertaking which limits or

makes subject to any conditions the right of: (i) the Pledgor to pledge or

otherwise encumber the Shares; or (ii) any party holding a Pledge of any of

the Shares to sell, pledge, encumber or dispose (wholly or partially) of the

Shares;

(f) it is not a party to any dispute with respect to the Shares nor in any legal

dispute nor is any legal dispute, to the knowledge of the Pledgor, threatened

against the Shares, nor are any of the Shares subject to any dispute, seizure,

defense, set-off or counterclaim by any party;

(g) the execution and performance of the Pledge Agreement will not result in any

contravention of, or constitute a default under any agreement or law or order

(including rules or provisions on the preferential treatment of creditors), by

which it or its assets are bound or affected, or its constitutional documents or

any limitation on powers of its directors, subject to any general principles of

law limiting its obligations;

(h) no event is outstanding which constitutes a default under any document which is

binding on the Pledgor or any of its assets to an extent or in a manner which

adversely affect the obligations of the Pledgor hereunder;

(i) no litigation, arbitration or administrative proceeding has been commenced, or is

pending against the Pledgor or any of the Shares which would have a material

adverse effect on the transactions envisaged hereunder or the Secured Parties’

rights, interests and benefits in the Shares;

(j) there has been no material adverse change in the financial condition of the

Pledgor since the date of this Pledge Agreement which would adversely affect

the transactions envisaged hereunder or the Secured Parties’ rights and

interests in the Shares;

(k) the entry into by the Pledgor of this Pledge Agreement constitutes, and the

exercise by it of its rights and performance of its obligations under this Pledge

Agreement will constitute, private and commercial acts performed for private

and commercial purposes;

(l) the Pledgor will not be entitled to claim immunity from suit, execution,

attachment or other legal process in any proceedings taken in Singapore in

relation to this Pledge Agreement;

(m) the execution and performance of this Pledge Agreement has not breached nor

will it breach any applicable government authorisation or other approval or

authorisation from any applicable governmental agency with jurisdiction over the

Pledgor or the Shares;

(n) this Pledge Agreement will be effective to create legal, valid and enforceable

Security over the Shares to secure performance of the Secured Obligations,

subject to any general principals of law limiting its obligations, which security

interest is not and shall not be subject to any other security interest of equal

or prior ranking, on all of the Shares intended to be secured hereunder;

(o) the Pledgor has full right, title and interest to the Shares and is the sole

registered legal owner of the Shares, and no other person or party is jointly

entitled to or have co-ownership in the Shares with the Pledgor;

(p) the particulars of the Shares set out in Schedule 1 (and as supplemented

from time to time by the supplementals) are true, accurate and complete;

(q) all documents, papers and writings relating to the Shares provided to the

Pledgee by the Pledgor are complete, genuine and represent in all respects

what they purport to be;

(r) the Shares constitute all of the issued and outstanding shares of the

Company owned by the Pledgor and the Shares: (i) are fully paid-up; (ii) are

duly authorized and validly existing; and (iii) have not been redeemed nor

cancelled in any way;

(s) the Shares are and will be ordinary shares in accordance with the Company’s

articles of association without any preference rights, warrants or options

attached thereto;

(t) the Pledgor has not granted any options or other rights of whatsoever nature

in respect of the Shares to any third party;

(u) the Shares and the Dividends are free from any Security or other liens or

encumbrances, option or any third party's right, except as created under this

Pledge Agreement or any other Transaction Document and neither the

Shares nor the Dividends are subject to or involved in any dispute, seizure,

set-off or counterclaim by any person or authority;

(v) no taxes, charges, fees, duties and assessments are or will be levied,

assessed or due with respect to the Shares.

6.2 Additional Shares

The Pledgor hereby further represents and warrants to the Secured Parties that on the

date it acquires or otherwise obtains the ownership of any Additional Shares, all the

representations and warranties set out in Clause 6.1 above shall be deemed to be

repeated and apply mutatis mutandis in respect of those Additional Shares.

7. UNDERTAKINGS

7.1 Duration of Undertakings

The undertakings in this Clause 7 will commence on the date of this Pledge

Agreement and continue through the Security Period up to and including the

Discharge Date.

7.2 Affirmative Undertakings

The Pledgor undertakes that it shall:

(a) take all actions necessary to obtain the full benefit of its rights to the

Additional Shares, including, without limitation, to execute any instruments or

documents necessary for these purposes;

(b) promptly obtain, maintain and comply with the terms required under any law

and regulation to enable it to perform its obligations under, or for the validity,

enforceability or admissibility in the Republic of Indonesia of this Pledge

Agreement;

(c) warrant and defend the rights, title and interest of the Pledgee to and in the

Shares against the claims and demands of all persons whomsoever;

(d) promptly notify the Pledgee of:

(i) the imposition of any attachment or the filing of any request for

attachment on any of the Shares, and take all steps necessary to

prevent the Shares from being subjected to any attachment; and

(ii) any litigation, arbitration or administrative proceeding threatened: (A)

against the Shares; or (B) the Pledgor; and in each case take all steps

necessary to prevent it;

(e) punctually pay all taxes, duties, fees, charges and costs whatsoever that are

payable in respect of the Shares unless such payment is being contested in

good faith and adequate provision has been made;

(f) ensure that the security expressed to be created under this Pledge

Agreement remains in full force and effect with the ranking and priority it is

intended to have as described in this Pledge Agreement and/or the Trust

Deed; and

(g) execute and deliver to the Pledgee any agreement, power of attorney and other

document necessary to enforce any of the Pledgee's rights, interests and

benefits under this Pledge Agreement as requested by the Pledgee.

7.3 Negative Undertakings

The Pledgor undertakes that it shall not:

(a) unless as otherwise provided in any of the Transaction Documents, sell, transfer

or otherwise assign, deal with or dispose of all or any part of the Shares;

(b) create or permit to subsist any Security over all or any of the Shares;

(c) do or cause or permit to be done anything which may in any way

unreasonably depreciate, jeopardise or otherwise prejudice the value of the

Shares;

(d) it shall not take any action or fail to take any action which will result in the

impairment of the Pledge granted under this Pledge Agreement or any right of

the Pledgee under this Pledge Agreement;

(e) make or purport to make any amendments to the articles of association of the

Pledgor and the Company;

(f) change or cause to change the composition of the shareholders, the board of

directors and the board of commissioners of the Pledgor and the Company;

and

(g) purchase or retire or reduce the par value of the Shares or grant any right or

option in relation to the Shares.

8. ENFORCEMENT

8.1 Enforcement of Shares

(a) If an Event of Default has occurred and is continuing, the Pledgee or any

person at any time and from time to time appointed in writing by the Pledgee

may, without notice to or prior consent from the Pledgor or prior authorization

from any court, in its absolute discretion:

(i) release all or any part of the Pledge (at the times, in the manner and

on the terms it thinks fit); and

(ii) do and perform any and all acts necessary or incidental to the

protection of the Secured Parties’ rights under this Pledge Agreement.

For the purpose of enforcing the Pledgee's rights hereunder, the

determination of the occurrence of an Event of Default will be in accordance

with the Trust Deed.

(b) Upon the exchange of the Shares as a result of the Pledgee exercising its rights

to enforce the Pledge over Shares, the Pledgee is authorized by the Pledgor to

do and take whatever actions are necessary for the exchange of the Shares.

(c) The Pledgor also undertakes not to take any action that could impair or prevent

the exchange of the Shares (save as required by law or regulation).

8.2 Pledgor's Obligations

The Pledgor will fully co-operate with respect to any action taken by the Pledgee in

accordance with Clause 8.1 and the Pledgor shall not: (i) take any action to limit or

diminish the rights of the Pledgee hereunder; and (ii) claim or seek any losses or

damages or any other claim or remedy whatsoever from the Pledgee as a result of the

enforcement of the Pledge.

8.3 Powers and Rights

(a) At any time on and after the occurrence of an Event of Default, the Pledgee will

(notwithstanding any winding-up or dissolution of the Pledgor) have and be

entitled to exercise, in relation to the Shares, in the name of or on behalf of

the Pledgor or in its own name, in each case, at the cost of the Pledgor, all

the powers to do or omit to do anything which the Pledgor itself could do or

omit to do.

(b) The Pledgee has full power to appoint any person as its attorney (either

generally or specifically) to have the powers, authorities and discretions

conferred on it by this Pledge Agreement on such terms and conditions as it

sees fit.

(c) Such a power of attorney will not preclude the subsequent exercise of those

powers, authorities or discretions by the Pledgee, or any revocation of the

power of attorney or any subsequent power of attorney.

(d) The Pledgee is not bound to supervise, and will not in any way be responsible

for any loss incurred by reason of any misconduct or default on the part of

any attorney appointed pursuant to this Clause 8.3.

8.4 Discretion

Any liberty or power which may be exercised, or any determination which may be

made, under this Pledge Agreement by the Pledgee may be exercised or made in its

absolute and unfettered discretion without any obligation to give reasons.

9. POWER OF ATTORNEY

9.1 Appointment and Powers

(a) The Pledgor irrevocably appoints the Pledgee (with full power and the right of

substitution) to be its attorney and in its name, on its behalf and as its act and

deed to execute, seal, deliver and perfect all documents and do all acts and

things which the Pledgee may consider to be required or desirable to:

(i) effect the Pledge over the Shares in the manner set out in Clause 2

(Perfection of Pledge), including executing and delivering to the

Company or any other party documents in connection with the Pledge.

This authorization only gives the right, but not the obligation, to the

Pledgee to perform the relevant action, and for the purpose of this

paragraph (i) only, the Parties waive Article 1800 of the Indonesian

Civil Code; and

(ii) upon the occurrence of an Event of Default, do and perform any and

all acts on behalf of and in the name of the Pledgor which the Pledgee

in its sole discretion considers necessary or appropriate with respect

to:

(A) the exercise of all of the rights and powers of the Pledgor

attaching to or in respect of the Shares including, without

limitation, the right to:

I. attend all annual and extraordinary general meetings of

shareholders of the Company as representative/proxy

of the Pledgor and to exercise the voting rights

attaching to the Shares at such meetings; and

II. receive notices, Dividends and the Pledgor's share of

the assets of the Company or the proceeds thereof in

the event of any voluntary or involuntary liquidation or

dissolution of the Company; and

(B) the execution, issue or replacement of any or all of the share

certificates, notices, advertisements or other documents

relating to the Shares.

(b) The Pledgee accepts this appointment to be the Pledgor's attorney, and in its

name, on its behalf and as its act and deed to execute, seal, deliver and

perfect all documents and do all acts and things which the attorney may

consider to be necessary or appropriate but without the obligation to do so.

(c) The Pledgor, by signing this Pledge Agreement, ratifies all of the Pledgee’s

acts to be performed by virtue of the powers contained by this Article or

otherwise conferred under this Pledge Agreement.

9.2 Irrevocable Powers of Attorney

(a) All powers of attorney and authorizations granted by the Pledgor to the

Pledgee under this Pledge Agreement form an integral and inseparable part

of this Pledge Agreement and the Pledgee would not have entered into this

Pledge Agreement without such powers of attorney and authorizations.

(b) The Parties confirm that the powers of attorney and authorizations granted by

the Pledgor to the Pledgee under this Pledge Agreement are irrevocable and

will not terminate for any reason whatsoever, including but not limited to the

reasons stated in Article 1813 of the Indonesian Civil Code (except for

renunciation by the Pledgee).

(c) The Pledgor expressly waives the provisions of Articles 1813, 1814 and 1816 of

the Indonesian Civil Code.

9.3 Rights to be Given Wide Construction

The rights of the Pledgee under this Pledge Agreement are to be construed in the

widest possible sense, with the intent that the Pledgee will be afforded as wide and

flexible a range of powers as possible with due observance of this Pledge

Agreement and the Transaction Documents.

9.4 No Liability for Losses

The Pledgee will not be bound to supervise its attorney and will not be responsible for

any losses, involuntary or otherwise, which may arise directly or indirectly in the

exercise by the Pledgee or any person designated to carry out the power conferred in

this Clause 9.

9.5 Rights Upon Liquidation

(a) As further security for the due performance of the Secured Obligations, the

Pledgor irrevocably assigns and transfers in favor of the Pledgee, who

accepts such assignment and transfer, all of the rights of the Pledgor in

respect of the Shares to receive any and all payments which may accrue to

the Pledgor as a consequence of and in the event of a bankruptcy, dissolution

or liquidation of the Company.

(b) The Pledgor irrevocably confers on the Pledgee, power of attorney, with right

of substitution, and therefore the Pledgee is fully authorized:

(i) to represent and act for and on behalf of the Pledgor from the

commencement of the bankruptcy, dissolution or liquidation of the

Company to exercise all the Pledgor's rights attaching to or in respect

of the Shares under the Company's Articles of Association and the

laws and regulations of the Republic of Indonesia, including but not

limited to, preparing, signing and submitting applications for approvals,

providing and requesting information, appearing before competent

government agencies and notaries, drawing up and signing deeds,

documents and other instruments, to represent the Pledgor at any

meeting of shareholders of the Company, to cast votes at such

meetings, to receive any distributions from the Company to the

Pledgor as shareholder of the Company; and

(ii) upon the dissolution or liquidation of the Company, to act in the

Pledgor's name in the course of enforcing any of the Pledgor's rights

attaching to or in respect of the Shares under the Company's Articles

of Association and prevailing regulations having the force of law.

(c) The Pledgor by signing this Deed ratifies all acts to be performed by virtue of

the powers conferred by Clause 9.5(b) after an Event of Default has occurred

and at any time thereafter, provided that such powers have been exercised by

the Pledgee in accordance with this Deed.

10. EFFECTIVENESS OF SECURITY

10.1 Effect of Pledge

This Pledge is intended by the Pledgor to secure for the Secured Obligations.

10.2 Waiver of Defences

(a) Neither the obligations of the Pledgor under this Pledge Agreement and the

Transaction Documents nor the Pledge created by or pursuant to this Pledge

Agreement will be prejudiced, affected or discharged by any of the following:

(i) any time, waiver or consent granted to, or indulgence to or

composition with, the Pledgor or any other person;

(ii) the release of the Pledgor or any other person under the terms of any

composition or arrangement with any creditor of any member of the

Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or

refusal or neglect to perfect, take up or enforce, any rights against, or

Security over, the assets of the Pledgor or any other person; or any

non-presentation or non-observance of any formality or other

requirement in respect of any instrument; or any failure to realize the

full value of any Security;

(iv) any incapacity, or lack of power, authority or legal personality, or

dissolution or change in the members or status, of the Pledgor or any

other person and the Pledgor hereby waives paragraph 1 of Article

1331 of the Indonesian Civil Code;

(v) any amendment, supplement, extension or restatement (however

fundamental and whether or not more onerous), or replacement,

assignment, or novation (pursuant to clause 1421 of the Indonesian

Civil Code) or termination of any Transaction Document or any other

document or Security;

(vi) any unenforceability, illegality or invalidity of any obligation of any

person or any provisions under any Secured Document or any other

document or Security;

(vii) any bankruptcy, suspension of payment, dissolution or liquidation or

similar proceedings or insolvency or any incapacity, disability or

limitation howsoever described or any change in the constitutional

documents of the Pledgor or any other person;

(viii) any Secured Party at any time releasing, refraining from enforcing, or

varying, or taking any other action which has the effect of releasing,

refraining from enforcing, or varying, any power, right or remedy that

any Secured Party has now or in the future obtained from or against

the Pledgor or any other person;

(ix) any act, omission, event or circumstances which would or may but for

this provision operate to prejudice, affect or discharge any Transaction

Document or the liability of the Pledgor or any other person; or

(x) the payment to any Secured Party by any Pledgor or any other

person, or the settlement, of any part of the Secured Obligations;

but the obligations hereunder are the continuing obligations of the Pledgor

with respect to all of the terms and conditions set forth herein.

(b) No Bondholders are obliged to establish or investigate the powers or

authorities of any Pledgor or their respective officers or agents, and monies

obtained or Secured Obligations incurred by any Pledgor in purported

exercise of such powers or authorities (or by any person purporting to be an

Pledgor) will be deemed to form part of the Secured Obligations, and will be

construed accordingly.

10.3 Immediate Recourse

The Pledgor waives any right it may have to first require the Pledgee to proceed

against or enforce any other rights or Security before enforcing the security created

by or pursuant to this Pledge Agreement or otherwise claim from the Pledgee under

this Pledge Agreement. This waiver applies irrespective of any law or any provision of

a Transaction Document to the contrary.

10.4 Continuing Security

The security created by the Pledge of the Shares under this Pledge Agreement:

(a) shall constitute and be a continuing security notwithstanding any intermediate

performance of the Secured Obligations;

(b) is in addition to and is not in any way prejudiced or affected by any collateral

or other security, judgment or order or any lien provided under the

Transaction Documents to which the Pledgee may be otherwise entitled nor is

the liability of the Company or the Pledgor for all or any part of the Secured

Obligations in any way satisfied, prejudice or affected by this pledge of the

Shares; and

(c) shall be automatically reinstated if, for any reason, any of the securities

granted by the Pledgor in respect of the Transaction Documents shall be

rescinded or must otherwise be restored, whether as a result of any

proceedings in bankruptcy or reorganization or the like or otherwise.

11. EXPENSES AND INDEMNITIES

11.1 Costs and Expenses

Save for the amount of all costs and expenses (including legal and other fees) incurred

by the Pledgee in connection with Clause 11.1(c), which the Pledgor shall pay to the

Pledgee on demand, the Pledgor shall, within 3 (three) Business Days of demand, pay

to the Pledgee the amount of all costs and expenses (including legal and other fees)

incurred by the Pledgee in connection with:

(a) the negotiation, preparation, execution, translation and registration of this

Pledge Agreement and any other documents referred to in this Pledge

Agreement, and any amendment to or extension of, or the giving of any

consent or waiver in connection to this Pledge Agreement (and all matters

incidental thereto);

(b) all stamp duty, registration and other similar taxes payable in respect of this

Pledge Agreement, the security created by or pursuant to this Pledge

Agreement or any judgment given in connection with any of them;

(c) the enforcement of, or the preservation of the Pledgee's rights under, this

Pledge Agreement, or any proceedings instituted by or against the Pledgee

as a consequence of enforcing or preserving its rights under this Pledge

Agreement or taking or holding this Pledge; and

11.2 General Indemnity

The Pledgor shall, notwithstanding any release or discharge of all or any part of the

security created by or pursuant to this Pledge Agreement, within 5 (five) Business

Days of demand, indemnify the Pledgee and any of its attorneys, against any cost,

loss or liability incurred by them or by any of their attorneys, as a result of:

(a) any breach by the Pledgor of the provisions of this Pledge Agreement;

(b) the exercise or purported exercise of any of the rights and powers conferred

on them by this Pledge Agreement;

(c) enforcement or the preservation of the Shares and this Agreement and any

rights of the Pledgee and the Bondholder; and

(d) conversion into any other currency of any sums due from the Pledgor under

this Pledge Agreement.

11.3 Indemnities Separate

Each indemnity in each Transaction Document will:

(a) constitute a separate and independent obligation from the other obligations in

that or any other Transaction Document;

(b) give rise to a separate and independent cause of action;

(c) apply irrespective of any indulgence granted to the Pledgor;

(d) apply whether or not any claim under it relates to any matter disclosed by the

Pledgor or is otherwise known to the Pledgee.

12. RELEASE OF SECURITY

12.1 Effectiveness

This Pledge Agreement will remain valid, binding and in full force and effect from the

date hereof until the Discharge Date.

12.2 Release of Pledge

If:

(a) the Secured Obligations have been irrevocably performed in full in

accordance with the provisions of the Transaction Documents;

(b) the Pledge under this Pledge Agreement is enforced pursuant to Article 8;

(c) the Pledgee enforces its power granted under the power of attorney

described in Article 9; or

(d) the Exchange Right attached to any Bond is exercised by a Bondholder or the

Bonds are mandatorily exchanged on the Maturity Date,

then the Pledgee shall release any part or all of the Shares (as may be applicable)

from the Pledge under this Pledge Agreement by:

(e) immediately giving notice to the Company and the Share Registrar of the

release of the pledge over the particular Shares by notice in writing;

(f) obtaining the acknowledgment and confirmation of the Share Registrar of the

release of the pledge over the particular Shares and that the notation of

pledge under this Pledge Agreement in the share register with respect to such

particular Shares has been removed.

In order for the Pledgee to release any of the Shares from the pledge created under

this Pledge Agreement, no approval, consent or acknowledgment from the Pledgor is

required. Provided the notice referred to in paragraph (e) above has been given, the

Pledgor shall take all necessary actions as may be required by the Pledgee to ensure

that the acknowledgment and confirmation referred to in paragraph (f) above is

obtained. Any costs, expenses and fees incurred by the Pledgee in complying with

this Clause shall be borne by the Pledgor.

13. ASSIGNMENT

13.1 The Pledgor

The Pledgor may not transfer any of its rights or obligations under this Pledge

Agreement.

13.2 The Pledgee

The Pledgee may assign any of its rights under this Pledge Agreement in accordance

with the terms of the Transaction Documents.

14. RIGHTS, WAIVERS AND DETERMINATIONS

14.1 Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of the Pledgee or the

Bondholder, any right, power or remedy under this Pledge Agreement will operate as

a waiver of any such right, power or remedy. No single or partial exercise of any

right, power or remedy will prevent any further or other exercise of that right, power

or remedy, or the exercise of any other right, power or remedy. The rights, powers

and remedies provided in this Pledge Agreement are cumulative and not exclusive of

any rights, powers or remedies provided by law.

14.2 Partial Invalidity

If, at any time, any provision of this Pledge Agreement is or becomes illegal, invalid or

unenforceable in any respect under any law of any jurisdiction, neither the legality,

validity and enforceability of the remaining provisions nor the legality, validity or

enforceability of such provision under the law of any other jurisdiction will in any way be

affected or impaired.

14.3 Determination

Any certification or detemination by the Pledgee of a rate or amount under this

Pledge Agreement is, in the absence of manifest error, conclusive evidence of the

matters to which it relates.

15. NOTICES

15.1 Communication in Writing

Any communication to be made under or in connection with this Pledge Agreement

will be made in writing and, unless otherwise stated, may be made by fax, letter or

email.

15.2 Addresses

The address, fax number and email address (and the department or officer (if any)

for whose attention the communication is to be made) of each Party for any

communication or document to be made or delivered under or in connection with this

Pledge Agreement is that identified with its name below:

(a) the Pledgor:

Azion Bao Pte. Ltd.

[address]

Fax number: [●]

E-mail: [●]

Attention: [●]

(b) the Pledgee:

Madison Pacific Trust Limited

1720, 17th Floor, Tower One, Admiralty Centre

18 Harcourt Road

Hong Kong

Fax number: +852 25999501

E-mail: [email protected]

Attention: David Naphtali / Holly Yuen

or any substitute address, fax number, email address or department or officer as a

Party may notify to the other Party with not less than 5 (five) Business Days’ notice.

15.3 Delivery

(a) Any communication or document made or delivered by one Party to another

under or in connection with this Pledge Agreement will only be effective:

(i) if by way of fax, when received in legible form;

(ii) if by way of letter, when it has been left at the relevant address or 5

(five) Business Days after being deposited with an internationally

recognized courier, pre paid, in an envelope addressed to the relevant

Party at that address; or

(iii) if by way of email, if it complies with the rules set out in Clause 15.4

(Electronic Communication);

and, if a particular department or officer is specified as part of its address

details provided under Clause 15.2 (Addresses), if addressed to that

department or officer.

(b) Any communication or document to be made or delivered to the Pledgee

under or in connection with this Pledge Agreement will be effective only when

actually received by the Pledgee and then only if it is expressly marked for the

attention of the department or officer identified above (or any substitute

department or officer as it specifies for this purpose).

15.4 Electronic Communication

(a) Any communication to be made between the Parties under or in connection

with this Pledge Agreement may be made by electronic mail or other

electronic means, if the Parties:

(i) agree that, unless and until notified to the contrary, this is to be an

accepted form of communication;

(ii) notify each other in writing of their electronic mail addresses or any

other information required to enable the sending and receipt of

information by that means; and

(iii) notify each other of any change to their address or any other

information supplied by them.

(b) Any electronic communication made between the Parties will be effective only

when actually received in readable form, and only if it is addressed in such a

manner as the recipient specifies for this purpose.

(c) A Party shall notify the other Party promptly upon becoming aware that its

electronic mail system or other electronic means of communication cannot be

used due to technical failure (if such failure is likely to last for more than 24

hours). Until that Party has notified the other Party that the failure has been

remedied, all notices between the Parties must be sent by fax or letter in

accordance with this Clause 15 (Notices).

15.5 Language

(a) This Pledge Agreement is made in the Indonesian language and the English

language. Both versions are equally authentic. In the event of any

inconsistency or different interpretation between the Indonesian language

version and the English language version, the relevant Indonesian language

version is deemed to be automatically amended (with effect from the date of

the execution of this Pledge Agreement) to conform with the English language

version and to make relevant part of the Indonesian language version

consistent with the relevant part of the English language version;

(b) Without limiting the effect of Clause 15.5(a) the Pledgor grants the Pledgee

an irrevocable power of attorney to execute any amendments to make the

Indonesian language version consistent with the relevant part of the English

language version (with effect from the date of execution of this Pledge

Agreement) for and on behalf of the Pledgor; and

(c) Each Party:

(i) acknowledges that, with its agreement, this Pledge Agreement has

been predominantly negotiated in the English language;

(ii) represents that it has read and fully understands the contents and

consequences of this Pledge Agreement;

(iii) represents that it has made and entered into this Pledge Agreement

freely and without duress, and

(iv) represents that it has received independent legal advice with regard to

this Pledge Agreement.

16. SEVERABILITY

If any one or more of the provisions contained in this Pledge Agreement should be

invalid, illegal or unenforceable in any respect under any applicable rule, regulation

or law, the validity, legality and enforceability of the remaining provisions of this

Pledge Agreement shall not in any way be affected or impaired; and the invalid or

unenforceable provision shall be replaced by a provision which, being valid and

enforceable, comes closest to the intention of the Parties hereto underlying the

invalid or unenforceable provision.

17. GOVERNING LAW, JURISDICTION AND WAIVER OF IMMUNITY

17.1 Governing Law

This Pledge Agreement and any rights and obligations arising out of and in connection

with it are governed by the laws of the Republic of Indonesia.

17.2 Jurisdiction

The Pledgor irrevocably and unconditionally submits itself to the non-exclusive

jurisdiction of the District Court of Central Jakarta. Notwithstanding the foregoing, the

Pledgee will have the right to proceed against the Pledgor and its assets in any other

court with jurisdiction, and the Pledgor agrees to submit to the jurisdiction of such court.

The Pledgor irrevocably and unconditionally waives any objection which it may now or

hereafter have to the choice of the venue of any legal action arising out of or relating to

this Pledge Agreement brought by the Pledgee in any court.

17.3 No Limitation on Right of Action

To the extent allowed by law, the Pledgee may take concurrent proceedings in any

number of jurisdictions.

17.4 Final Judgment Conclusive

The Parties agree that a final judgment against them in any such legal action will be

final and conclusive and may be enforced in any court with jurisdiction.

17.5 Waiver of Immunity

The Pledgor irrevocably waives any immunity, whether characterized as sovereign

immunity or otherwise, with respect to itself, and its revenues and assets (irrespective of

their use or intended use), from any set-off or legal action in the Republic of Indonesia

or elsewhere, including immunity from (i) service of process, (ii) jurisdiction of any court

or tribunal, and (iii) attachment of any of its property prior to a judgment or execution of

a judgment related to any of its property.

IN WITNESS whereof this Pledge Agreement has been drafted and executed, read and duly

signed in [*], on the day and date mentioned in the preamble of this Pledge Agreement, in

the presence of [*] and [*], both assistants of the notary and residing in [*], as witnesses.

This Pledge Agreement having been duly read out by me, Notary, to the appearers and

witnesses, was signed immediately by the appearers, witnesses and me, notary.

PLEDGOR

SIGNED for and on behalf of

AZION BAO PTE. LTD.

Stamp duty Rp. 6,000

By

Name : [●]

Title : [●]

PLEDGEE

SIGNED for and on behalf of

MADISON PACIFIC TRUST LIMITED

By

Name : [●]

Title : [●]

SCHEDULE 1

DETAILS OF SHARES

This Schedule constitutes part of the Pledge Agreement Over Shares in PT Central Proteina

Prima Tbk No. [●], dated [●] between [●] as pledgor (“Pledgor”) and [●], acting as trustee of

the Bonds, as pledgee (“Pledgee”).

Details of Shares in PT Central Proteina Prima Tbk

Number of

Shares

Sub Account

Name

Sub Account

Number at the

Account

Holder

Account

Holder at KSEI

Number of

Account at

KSEI

13,701,648,041

Series B Shares [●] [●] [●] [●]

TOTAL NUMBER OF SHARES: 13,701,648,041 Series B Shares

SCHEDULE 2

NOTICE OF PLEDGE AND INSTRUCTION

To: PT Central Proteina Prima Tbk.

Wisma GKBI, 19th floor

Jl. Jend. Sudirman No. 28, Jakarta 10210

Attention: [*]

PT Bima Registrar as share registrar of PT Central Proteina Prima Tbk

Graha MIR, 6th floor,

Jl Pemuda Raya No.9, Jakarta 13220

Attention: [*]

Copy to: [Pledgee]

Re: Notice of Pledge and Instruction

Dear Sirs,

We hereby inform you that we have pledged to Madison Pacific Trust Limited (the Pledgee)

shares (Pledged Shares) in PT Central Proteina Prima Tbk (the Company) detailed in

the Attachment 1 to this notice and instruction pursuant to the Pledge Agreement dated

(as may be amended, novated, supplemented, extended or restated from time to time, the

Pledge Agreement) executed between us as pledgor (the Pledgor) and the Pledgee in its

capacity as trustee of the Bonds. Unless otherwise defined herein, terms defined in the

Pledge Agreement shall have the same meaning when used in this letter.

The Pledge Agreement also covers any Additional Shares and the Dividends pursuant to the

terms of the Pledge Agreement.

In relation to the current pledge of the Pledged Shares and any pledge over the Additional

Shares that will be effective automatically upon the Company issuing the Additional Shares

to us, we instruct you to:

(i) immediately register in the shareholders register book of the Company the pledge

over the Pledged Shares in favour of the Pledgee, and promptly provide the Pledgee

with written evidence of such registration;

(ii) immediately execute and deliver to the Pledgee the Notice and Instruction

Acceptance, in the form as attached to this letter;

(iii) upon receipt of written notice from the Pledgee of the release of the pledge over all or

any part of the Shares, remove the notation of pledge under the Pledge Agreement in

the shareholders register book of the Company with respect to such particular

Shares referred to in the written notice from the Pledgee. We confirm that any

release of the pledge over the Pledged Shares will be conducted by the Pledgee or

any of its attorneys without our involvement and without obtaining our prior written

consent.

(iv) upon the Company issuing any Additional Shares to us, immediately register the

pledge over such Additional Shares in favor of the Pledgee in the shareholders

register book of the Company and promptly provide the Pledgee with written

evidence of such registration.

Furthermore, until the Company has received a written statement duly signed by the

authorised officer(s) of the Pledgee, stating the Secured Obligations have been irrevocably

discharged in full, we instruct the Company to furnish to the Pledgee at the same time as

given to shareholders of the Company copies of all notices or other correspondence that are

sent or given to the shareholders, including without limitation, all notices and all minutes of

annual and extraordinary general meetings of shareholders, copies of resolutions circulated

to the shareholders of the Company for their approval, notices of dividends and interim

dividends, annual or other periodic reports and financial statements.

The rights, powers, authorities and discretions conferred upon the Pledgee by us in this

Notice of Pledge and Instruction are irrevocable for so long as any of the Secured

Obligations remain outstanding and the rights, powers, authorities and discretions so

conferred will not terminate by reason of any of the occurrences mentioned in Articles 1813,

1814 and 1816 of the Indonesian Civil Code or for any other reason whatsoever.

The instructions and directions set out in this letter are irrevocable except with the prior

written consent of the Pledgee.

As of the date of this Notice of Pledge and Instruction, and until you are informed otherwise

in writing by the Pledgee, the address of the Pledgee for all correspondence, notices or any

documents to be issued, delivered or sent to the Pledgee is as follows:

[●]

[address]

Fax number: []

Email: []

Attention: []

Please acknowledge your receipt of this notice and instruction by signing and returning the

Notice and Instruction Acceptance (in the form attached as Attachment 2 to this notice and

instruction) directly to the Pledgee.

Capitalised terms and expressions used in this letter shall have the meaning referred to in

the Pledge Agreement.

Yours faithfully,

[●]

By: ____________________

Name:

Title:

Date:

Attachment 1 to the Notice of Pledge and Instruction

Shares in PT Central Proteina Prima Tbk

Number of

Shares

Sub Account

Name

Sub Account

Number at the

Account

Holder

Account

Holder at KSEI

Number of

Account at

KSEI

13,701,648,041

Series B Shares

[●]

[●]

[●]

[●]

Attachment 2 to the Notice of Pledge and Instruction

Notice and Instruction Acceptance

(Company)

To: [Pledgee]

[address]

Attention:

Copy to: [Pledgor]

Re: Notice and Instruction Acceptance

Dear Sirs,

We refer to the Notice of Pledge and Instruction letter signed by [●] (the Pledgor) dated

(Notice and Instruction) in relation to the pledge over shares in the capital of PT Central

Proteina Prima Tbk (the Company). We hereby acknowledge the receipt of the Notice and

Instruction and confirm that:

(v) We understand and acknowledge the contents of the Notice and Instruction and will

conduct any requests, actions, instructions as referred to in the Notice and Instruction

in order to facilitate the compliance with the terms and conditions of the Pledge

Agreement as instructed by the Pledgee.

(vi) We acknowledge that the rights, powers, authorities and discretions conferred upon

the Pledgee by the Pledgor in the Notice and Instruction are irrevocable for so long

as any of the Secured Obligations remain to be discharged and the rights, powers,

authorities and discretions so conferred will not terminate by reason of any of the

occurrences mentioned in Articles 1813, 1814 and 1816 of the Indonesian Civil Code

or for any other reason whatsoever.

Capitalised terms and expressions used in this letter shall have the same meaning as

defined in the Notice and Instruction.

Yours faithfully,

PT Central Proteina Prima, Tbk

By: ____________________

Name:

Title:

Date:


(Share Registrar)

To: [Pledgee]

[address]

Attention:

Copy to: [Pledgor]


Dear Sirs,





(i) We understand and acknowledge the contents of the Notice and Instruction and will


(to the extent applicable to us and exercisable within our power) in order to facilitate

the compliance with the terms and conditions of the Pledge Agreement as instructed

by the Pledgee.

(ii) The distribution of any entitlements (cash dividend, bonus and others) accruing in

respect of such shares will be made to KSEI for shares that have been converted into

scripless form and KSEI will further distribute such entitlements to all holders of the

shares.

(iii) We acknowledge that the rights, powers, authorities and discretions conferred upon








Yours faithfully,

PT Bima Registrar

By: ____________________

Name:

Title:

Date:

SCHEDULE 3

NOTICE AND INSTRUCTION ACCEPTANCE

(Company)

To: [Pledgee]

[address]

Attention:

Copy to: [Pledgor]


Dear Sirs,







in order to facilitate the compliance with the terms and conditions of the Pledge

Agreement as instructed by the Pledgee.

(ii) The registration of the pledge of Shares that have been converted into scripless form,

which you are requesting for recording will be made by KSEI (Kustodian Sentral Efek

Indonesia/Indonesian Central Securities Depository) through the Account Holder with

which you have opened the Securities Account and, therefore, your application must

be addressed to the said Account Holder with copy to KSEI.

(iii) We acknowledge that the rights, powers, authorities and discretions conferred upon








Yours faithfully,

PT Central Proteina Prima, Tbk

By: ____________________

Name:

Title:

Date:


(Share Registrar)

To: [Pledgee]

[address]

Attention:

Copy to: [Pledgor]


Dear Sirs,







(to the extent applicable to us and exercisable within our power) in order to facilitate

the compliance with the terms and conditions of the Pledge Agreement as instructed

by the Pledgee.

(ii) The registration of the pledge of Shares that have been converted into scripless form

which you are requesting for recording, will be made by KSEI (Kustodian Sentral

Efek Indonesia/Indonesian Central Securities Depository) through the Account

Holder with which you have opened the Securities Account and, therefore, your

application must be addressed to the said Account Holder with copy to KSEI.

(iii) The distribution of any entitlements (cash dividend, bonus and others) accruing in

respect of such shares will be made to KSEI for shares that have been converted into

scripless form and KSEI will further distribute such entitlements to all holders of the

shares.

(iv) We acknowledge that the rights, powers, authorities and discretions conferred upon








Yours faithfully,

PT Bima Registrar

By: ____________________

Name:

Title:

Date:

SCHEDULE 4

POWER OF ATTORNEY TO SELL SHARES

We, [●], a limited liability company established and existing under the laws of [●] whose

registered office is at [●] (the Grantor), hereby first declare:

(i) In accordance with a Pledge of Shares Agreement dated (as may be amended,

novated, supplemented, extended or restated from time to time, the Pledge

Agreement) between the Grantor as pledgor and [●] as pledgee, the Grantor has

pledged the Shares in PT Central Proteina Prima Tbk (the Company).

(ii) The Grantor is the owner of the Shares.

The Grantor hereby authorises and grants an irrevocable power and authority to [●]

(hereinafter referred to as the Attorney), with right of substitution and with the right to revoke

any substitution granted at any time and to make any further substitution as the Attorney

considers appropriate, at any time and from time to time upon the occurrence of an Event of

Default, to sell and transfer or otherwise surrender the Shares, in the name and on behalf of

the Grantor, by public auction, or by private sale (including sale on the Indonesian Stock

Exchange (IDX) or by block trade) or under hand without the need for any court judgment or

order or decision and at such price and on such conditions as deemed appropriate by the

Attorney to any person, subject however in any case to the provisions of applicable

mandatory laws and regulations.

The power of attorney referred to above is granted subject to the following terms and

conditions:

(i) The Attorney is authorised at any time and from time to time to do and undertake all

acts, to prepare, sign and deliver all letters, agreements, deeds, deeds of transfer,

instructions and orders to sell, requests, applications, reports, forms and all other

documents whatsoever, to negotiate, determine and enter into contracts in whatever

form, concerning or in connection with the sale, transfer, surrender or registration of

the Shares and to appear before any competent authority, any notary, PT Kustodian

Sentral Efek Indonesia (KSEI), the share registrar of the Company or other person to

carry out any of the foregoing actions, to give all information, and to do and carry out

all other actions or deeds whatsoever which in the opinion of the Attorney in its sole

discretion are required or necessary concerning or in connection with the transfer of

the Shares. All duties, registration fees, taxes, notarial fees, registration fees, legal

fees and disbursements, and all other expenses and stamp duties payable in

connection with any action taken by the Attorney under this paragraph (i) will be for

the account of the Grantor and will be reimbursed out of the sale proceeds.

(ii) The Grantor irrevocably waives any and all claims it may have against the Attorney

(or any of its agents or representatives) arising out of or in connection with the

existence or exercise of this Power of Attorney (including claims in connection with

the sale of shares by the Attorney in IDX or by block trade).Provided that nothing in

this Power of Attorney (including this paragraph) will exempt the Attorney, its agents

or representatives from any liability which would attach to any of them in respect of

any gross negligence or wilful misconduct of which any of them may be guilty in

connection with the exercise of this Power of Attorney.

(iii) The authorisations and powers as set out in this Power of Attorney form an integral

part of the Pledge Agreement without which the Pledge Agreement would not have

been entered into. The rights, powers, authorities and discretions conferred upon the

Attorney by the Grantor in this Power of Attorney are therefore irrevocable for so long

as any of the Secured Obligations remains outstanding and the rights, powers,




(iv) The rights, powers, authorisations and remedies granted to the Attorney by this

Power of Attorney are cumulative and not exclusive of any other rights, powers or

remedies which the Attorney may have under law or any other agreements. The

enforcement of rights, powers and authorizations granted by the Grantor under this

Power of Attorney to the Attorney shall not limit or prejudice the Attorney's rights or

security interest granted to the Attorney under any other document or security

document under the law of any jurisdiction.

(v) The Grantor will from time to time defend, indemnify and hold harmless the Attorney

against and from any claim, cause of action, damage, liability or expense (including

legal and other fees and disbursements) which the Attorney may incur in any manner

arising out of or in connection with the existence or use of this Power of Attorney or

the rights, powers, authorities and discretions conferred on the Attorney hereunder or

any deed or other document entered into in the exercise of any such rights, powers,

authorities and discretions, but excluding those arising due to the Attorney's wilful

misconduct and gross negligence.

(vi) A. All capitalized terms used in this Power of Attorney but not defined or

construed herein will (unless the context requires otherwise) have the

meaning assigned to them in the Pledge Agreement.

B. A reference to “this Power of Attorney” is to this Power of Attorney to Sell

Shares.

C. If at any time any provision of this Power of Attorney is or becomes illegal,

invalid or unenforceable in any respect under the law of any jurisdiction, the

legality, validity and enforceability of such provision under the law of any other

jurisdiction, and of the remaining provisions of this Power of Attorney, shall

not be affected or impaired.

D. The Grantor confirms that it fully understands and agrees to be bound by the

terms and conditions of this Power of Attorney notwithstanding that this

Power of Attorney is prepared and executed in English in notarial deed form.

(vii) This Power of Attorney will be governed by and interpreted in accordance with the

laws of the Republic of Indonesia.

(viii) The Grantor irrevocably and unconditionally agrees not to claim any immunity from

proceedings brought by the Attorney or any holder against it in relation to this Power

of Attorney and to ensure that no such claim is made on its behalf;

A. consents generally to the giving of any relief or the issue of any process in

connection with those proceedings;

B. waives all rights of immunity in respect of it or its assets; and

C. waives (and agrees not to raise) any objection, on the ground of forum non

conveniens or on any other ground, to the taking of proceedings by the

Attorney or a holder in accordance with this Clause. The Grantor also agrees

that a judgment against it in proceedings brought in accordance with this

Clause shall be conclusive and binding upon it and may be enforced in that

and in any other jurisdiction.

(vii) The Grantor and the Attorney agree that any legal action or proceeding arising out of

or in connection with this Power of Attorney may be brought before the District Court

of Central Jakarta and they irrevocably submit to the jurisdiction of such court and

select the Registrar’s office of such court as its general and permanent domicile for

the purpose of this Power of Attorney only. The submission by the Company to such

jurisdiction shall not (and shall not be construed so as to) limit the right of the

Attorney or the Grantor to commence any action or proceeding arising out of or in

connection with this Power of Attorney in any jurisdiction it may deem fit nor shall the

commencement of such legal action or proceeding in one jurisdiction preclude the

Attorney or the Grantor from commencing any further or other legal action or

proceeding in the same or any other jurisdiction.

(viii) This Power of Attorney shall be made and executed in both the Indonesian language

and the English language, which versions shall both be effective. Notwithstanding the

foregoing, in the event of any inconsistency between the Indonesian language and

the English language versions or any dispute or ambiguity as to the meaning or

interpretation of any provision of this Power of Attorney, the Grantor and the Attorney

hereby agree that the text of the English version of this Power of Attorney shall

prevail and the Indonesian language version of this Power of Attorney well be

amended accordingly to conform to the English version of this Power of Attorney.

Executed by the Grantor this day of .

[●]

[Stamp Duty IDR6,000]

SCHEDULE 5

IRREVOCABLE POWER OF ATTORNEY

We, [●] a limited liability company established and existing under the laws of the [●] whose

registered office is at [●] (the Grantor), hereby first declare:

(i) In accordance with a Pledge of Shares Agreement dated (as may be amended,

novated, supplemented, extended or restated from time to time, the Pledge

Agreement) between the Grantor as pledgor and [●] as pledgee, the Grantor has

pledged the Shares in PT Central Proteina Prima Tbk (the Company).

(ii) The Grantor is the owner of the Shares.

The Grantor hereby authorises and grants an irrevocable power and authority to [●]

(hereinafter referred to as the Attorney), with right of substitution and with the right to revoke

any substitution granted at any time and to make any further substitution as the Attorney

considers appropriate to do or execute all or any of the acts and things in accordance with

and subject to the provisions of the Pledge Agreement mentioned above with respect to

Shares in the Company pledged to the Attorney under the Pledge Agreement, and in

particular to:

(i) pledge the Initial Shares, the Additional Shares including but not limited to execute,

deliver and perform the notice of pledge and instruction and blocking instructions, for

and on behalf of Grantor, in the form as set out in the Pledge Agreement and any

other documents or agreements to perfect the pledge of the Initial Shares, the

Additional Shares;

(ii) receive any Dividends and any other securities that may be due to the Grantor and to

apply to and deal with any other persons in connection with the collection and receipt

of the Dividends and securities with respect to the Shares;

(iii) exercise all of the Grantor's rights to all Dividends declared by the Company and

advances allowable in respect of the Shares, and to all proceeds from the

redemption by the Company, whether in liquidation or otherwise, of all or a portion of

the Shares;

(iv) upon the occurrence of an Event of Default:

A. do and undertake all acts, to sign and deliver all letters, agreements, deeds,

deeds of transfer, instructions and orders to sell, requests, applications,

registrations, reports, forms and other documents whatsoever on behalf of the

Grantor with respect to the registration of shares and collection of funds in

respect of Shares sold;

B. attend general and extraordinary shareholders' meetings of the Company and

exercise voting rights in respect of the Shares and execute shareholder

approval in lieu of shareholders' meetings in accordance with the Articles of

Association of the Company;

C. sell or transfer the Shares or any part thereof by any means whatsoever in

accordance with the Pledge Agreement for the payment of the Secured

Obligations, including without limitation the authority to sign on behalf of the

Grantor any deed of transfer or any other document required or deemed

necessary or desirable by the Attorney and to take any other action which the

Attorney deems necessary to conclude the sale and effect the transfer of the

Shares;

D. exercise any and all rights with respect to the Shares, including without

limitation the rights to receive notices of any liquidation or dissolution of the

Company and to receive the Grantor's share of the Company' assets or the

proceeds thereof in the event of any voluntary or involuntary liquidation or

dissolution of the Company.

(v) The Grantor irrevocably and unconditionally agrees not to claim any immunity from

proceedings brought by the Attorney or any holder against it in relation to this Power

of Attorney and to ensure that no such claim is made on its behalf;

A. consents generally to the giving of any relief or the issue of any process in

connection with those proceedings;

B. waives all rights of immunity in respect of it or its assets; and

C. waives (and agrees not to raise) any objection, on the ground of forum non

conveniens or on any other ground, to the taking of proceedings by the

Attorney or a holder in accordance with this Clause. The Grantor also agrees

that a judgment against it in proceedings brought in accordance with this

Clause shall be conclusive and binding upon it and may be enforced in that

and in any other jurisdiction.

(vi) The Grantor and the Attorney agree that any legal action or proceeding arising out of

or in connection with this Power of Attorney may be brought before the District Court

of Central Jakarta and they irrevocably submit to the jurisdiction of such court and

select the Registrar’s office of such court as its general and permanent domicile for

the purpose of this Power of Attorney only. The submission by the Company to such

jurisdiction shall not (and shall not be construed so as to) limit the right of the

Attorney or the Grantor to commence any action or proceeding arising out of or in

connection with this Power of Attorney in any jurisdiction it may deem fit nor shall the

commencement of such legal action or proceeding in one jurisdiction preclude the

Attorney or the Grantor from commencing any further or other legal action or

proceeding in the same or any other jurisdiction.

(vii) This Power of Attorney shall be made and executed in both the Indonesian language

and the English language, which versions shall both be effective. Notwithstanding the

foregoing, in the event of any inconsistency between the Indonesian language and

the English language versions or any dispute or ambiguity as to the meaning or

interpretation of any provision of this Power of Attorney, the Grantor and the Attorney

hereby agree that the text of the English version of this Power of Attorney shall

prevail and the Indonesian language version of this Power of Attorney well be

amended accordingly to conform to the English version of this Power of Attorney.

The authorisations and powers as set out in this Power of Attorney form an integral part of

the Pledge Agreement without which the Pledge Agreement would not have been entered

into. The rights, powers, authorities and discretions conferred upon the Attorney by the

Grantor in this Power of Attorney are therefore irrevocable for so long as any of the Secured

Obligations remains outstanding and the rights, powers, authorities and discretions so

conferred will not terminate by reason of any of the occurrences mentioned in Articles 1813,

1814 and 1816 of the Indonesian Civil Code or for any other reason whatsoever.

The rights, powers, authorisations and remedies granted to the Attorney by this Power of

Attorney are cumulative and not exclusive of any other rights, powers or remedies which the

Attorney may have under law or any other agreements. The enforcement of rights, powers

and authorizations granted by the Grantor under this Power of Attorney to the Attorney shall

not limit or prejudice the Attorney's rights or security interest granted to the Attorney under

any other document or security document under the law of any jurisdiction.

The Grantor will from time to time defend, indemnify and hold harmless the Attorney against

and from any claim, cause of action, damage, liability or expense (including legal and other

fees and disbursements) which the Attorney may incur in any manner arising out of or in

connection with the existence or use of this Power of Attorney or the rights, powers,

authorities and discretions conferred on the Attorney hereunder or any deed or other

document entered into in the exercise of any such rights, powers, authorities and discretions,

but excluding those arising due to the Attorney's wilful misconduct and gross negligence.

All capitalized terms used in this Power of Attorney but not defined or construed herein shall

(unless the context requires otherwise) have the meaning assigned to them in the Pledge

Agreement.

A reference to “this Power of Attorney” is to this Irrevocable Power of Attorney.

If at any time any provision of this Power of Attorney is or becomes illegal, invalid or

unenforceable in any respect under the law of any jurisdiction, the legality, validity and

enforceability of such provision under the law of any other jurisdiction, and of the remaining

provisions of this Power of Attorney, shall not be affected or impaired.

The Grantor confirms that it fully understands and agrees to be bound by the terms and

conditions of this Power of Attorney notwithstanding that this Power of Attorney is prepared

and executed in English in notarial deed form.

This Power of Attorney will be governed by and interpreted in accordance with the laws of

the Republic of Indonesia.

Executed by the Grantor this day of .

[●]

[Stamp Duty IDR6,000]

By: ____________________

Name:

Title:

SCHEDULE 6

CONSENT TO TRANSFER

(To be executed in the Pledgor's Letterhead)

We, [●], a company established and existing under the laws of the [●], having its registered

office at [●] (the “Pledgor”), certifies that:

(a) we consent and agree to (i) any sale or transfer of our Shares in PT Central Proteina

Prima Tbk pledged under the Pledge Agreement over Shares in PT Central Proteina

Prima Tbk dated [●] (as may be amended, novated, supplemented, extended or

restated from time to time, the “Pledge Agreement”) made between the Pledgor and

[●], acting as trustee of the Bonds, as pledgee (the “Pledgee”), upon the occurrence

of the Event of Default; and (ii) the enforcement of the Pledgee's rights under the

Pledge Agreement; and

(b) we will not raise any claim or objection or undertake any action against any person in

any way in order to hinder, prevent or reverse the perfection of the sale and the

transfer of the Shares mentioned in (a) above by the Pledgee or any of its attorneys.

Capitalised terms and expressions used in this Consent to Transfer shall have the meaning

given to them to in the Pledge Agreement.

This Consent to Transfer is given on this day of [●] and will be used accordingly and is

governed by the laws of Republic of Indonesia.

Yours faithfully,

[●]

By

Name: