Securities Account Opening Agreement

ACCOUNT AGREEMENT

I N D I V I D U A L
This Agreement sets forth the terms and conditions pursuant to which PT Samuel Sekuritas Indonesia (SSI) will maintain my account (“Account”) for purchases and sales of securities (as defined below).
I agree to notify SSI promptly in writing of any change in information that I supplied when opening my Account including, but not limited to, change of address, change in investment objectives, and change in financial circumstances. Among other things, I represent that:
(i) except as disclosed to SSI in writing, neither I nor any member of my immediate family is an “affiliate” (as defined in Article 1.1.1 of Law No. 8/1995) of a publicly-traded company;
(ii) I am of the age of majority according to the laws of the Republic of Indonesia;
(iii) all documents delivered by me to SSI are true and accurate copies of the originals;
(iv) no one other than me and any other persons signing this Agreement has an interest in my Account and I am not acting as a nominee of any other third party;
(v) I will not allow any other third party to operate or become the beneficial owner of my Account; and
(vi) I understand that investments in capital market are speculative and will fluctuate in value, and I have been advised of these risks and all other risks entailed by my adviser(s).
1. DEFINITION; INTERPRETATION

1.1 Headings and titles shall be ignored in construing this Agreement.
1.2 Unless the context requires otherwise, words (including words defined herein) denoting the singular number shall also include the plural and vice versa.
1.3 Securities shall include, but not be limited to, money, financial instruments, commodities, security entitlements and securities of every kind and nature and all contracts and actions relating thereto and all proceeds therefrom and all dividends and interest thereon, whether for present or future delivery, now or hereafter held, carried or maintained by SSI in or for any of my Accounts, now or hereafter opened, including any account(s) in which I may have an interest.
1.4 The conferment of all such powers and authorities under this Agreement constitutes an integral and inseparable part of this Agreement, and such powers and authorities shall not terminate by reason of any of the occurrences mentioned in Articles 1813, 1814 and 1816 of the Civil Code or for any other reason whatsoever. To give effect to this provision, I hereby waive Articles 1813, 1814 and 1816 of the Civil Code (Kitab Undang-Undang Hukum Perdata Barat).
2. AUTHORIZATION TO OPEN ACCOUNT

2.1 I request that SSI open an Account for me upon my full compliance of all internal rules (as may be invoked or amended from time to time by SSI, the “SSI Rules”) of SSI.
2.2 I authorize SSI to close my Account, to place and withdraw orders and to take such other actions necessary to be taken to protect itself or for my benefit.
2.3 I understand that the securities may be deposited by SSI with custodian banks or the Central Securities Depository (Lembaga Penyimpanan Dan Penyelesaian) provided I am indicated as the beneficial owner of those securities by SSI.
2.4 I authorize SSI to open or close a sub-account with the Central Securities Depository (Lembaga Penyimpanan Dan Penyelesaian) or custodian banks and to do all matters ancillary thereto, with understanding that SSI is obliged to exercise the power to open the sub account as granted herein.
2.5 I shall have the right, from time to time, to request for reports from SSI and/or to examine the conformity of the balances of my securities in SSI’s record with those stated in my sub-account.
2.6 If at any time SSI considers it necessary for its protection, it may in its discretion require me to deposit cash or collateral in my Account to assure due performance by me of my open contractual commitments.
3. JOINT ACCOUNTS

3.1 In consideration of SSI opening or maintaining an Account in the names of two or more persons as listed on the Account (the “Joint Account Holders”), the Joint Account Holders jointly and severally agree that their obligations on the Account and under the Agreement shall be joint and several and that each of them shall have authority on behalf of the JOINT ACCOUNT to buy, sell and otherwise deal in stocks, bonds, and other investments; to receive on behalf of the JOINT ACCOUNT demands, notices, confirmations, reports, statements of Account and communications of every kind; to receive on behalf of the JOINT ACCOUNT, securities; to make agreements on behalf of the JOINT ACCOUNT relating to any of the foregoing matters, and to terminate or modify same or waive any of the provisions thereof; and generally to deal with SSI on behalf of the JOINT ACCOUNT as fully and completely as if each of them alone were interested in said JOINT ACCOUNT, all without notice to the other Joint Account Holders.
3.2 SSI is authorized to follow the instructions of any of the Joint Account Holders in every respect concerning the JOINT ACCOUNT and to make deliveries to any of the Joint Account Holders or upon his/her instructions, of any or all securities in the JOINT ACCOUNT, and to make payments to any of the Joint Account Holders, or upon his/her order, of any or all monies at any time or from time to time in the JOINT ACCOUNT as he/she may order and direct, even if such deliveries and or payments shall be made to him/her personally, and not for the JOINT ACCOUNT.
3.3 In the event of any such deliveries of securities or other property or payments of monies to any of the Joint Account Holders as aforesaid, SSI shall be under no duty or obligation to inquire into the purpose or propriety of any such demand for delivery of securities and other properties or payment of monies, and SSI shall not be bound to see to the application or disposition of any securities and/or monies so delivered or paid to any of the Joint Account Holders or upon his/her order. In the event that SSI receives inconsistent instructions from the Joint Account Holders or a court order, SSI may suspend or close the JOINT ACCOUNT and notify the same to the Joint Account Holders.
4. CLEARANCE ACCOUNTS

4.1 If SSI carries my Account as clearing broker by arrangement with another broker through whose courtesy my Account has been introduced, then unless SSI receives from me a written notice to the contrary, SSI shall accept from such other broker, without any inquiry or investigation by SSI, (i) orders for purchase and sale of securities on margin or otherwise, and (ii) any other instructions concerning said Account.
4.2 I understand SSI shall have no responsibility or liability to me for any acts or omissions of such other broker, its officers, employees or agents.
5. ORDERS, DELIVERIES AND SETTLEMENTS

5.1 I appoint SSI as my agent for the purposes of buying and selling securities in my Account.
5.2 I understand that SSI may accept orders from me for execution by SSI or others.
5.3 I authorize SSI to act upon my instructions or those of my attorney-in-fact, designated by me on a form prescribed or acceptable to SSI, given by telephone or telegraph, orally, or by facsimile transmission or by any electronic service that provides access to SSI and agree that SSI may act upon and shall incur no liability in acting upon any such instructions as reasonably understood by SSI, provided such instructions reasonably appear genuine to SSI. I agree that this Agreement covers any and all transactions heretofore executed for my Account by SSI.
5.4 I will not buy any security through my Account unless there are, or by settlement date there will be, sufficient funds in my Account to make full cash payment. Deposits of cash or securities will be credited to my Account subject to collection
5.5 I understand that all payments or withdrawals from my Account will be carried out by SSI by way of transferring the amount to an account designated by me in writing and in the absence of which, the account mentioned in my Account opening form.
5.6 I will not make any payment in cash to SSI or its employees and will from time to time pay all and any amounts due to SSI by way of transferring the same to the accounts of SSI (AND ONLY TO THE ACCOUNTS OF SSI) as may be advised from time to time by the directors of SSI in writing.
5.7 I will not sell any security unless I then own the security and it is on deposit with SSI.
5.8 I hereby irrevocably empower SSI to purchase all securities required to cover my short position and I shall responsible for all costs & expenses incurred in connection thereto.
5.9 Unless I specifically instruct otherwise, SSI will treat all orders as market orders to be executed under current market conditions.
5.10 I understand that when securities can be traded in more than one marketplace, in the absence of my specific instructions, SSI may use its discretion in selecting the markets in which to enter the order.
5.11 I will not ask SSI to sell controlled or restricted securities, as defined by the Indonesian securities laws, unless I have disclosed to SSI in writing that such securities are controlled or restricted securities and unless I am authorized to engage in such a sale under applicable law.
5.12 In connection with a sale of control or restricted securities, I agree to provide SSI with such notices, information, legal opinions, certifications or other assurances as SSI may request.
5.13 I understand that SSI may in its sole discretion decline to execute or restrict my orders and/or any securities transaction for my Account.
5.14 If I fail to timely deliver securities sold in good deliverable form or to deposit timely the total purchase price of securities purchased as stipulated in SSI Rules or applicable laws, SSI may, in its sole discretion and with or without notice or demand, take such steps as SSI deems appropriate either to complete or to liquidate the transaction, and I shall pay to SSI, upon demand, all costs, expenses and losses incurred by SSI in connection therewith. Furthermore, SSI will be entitled to retain any gain or profit resulting from its actions after my failure to timely deliver or pay for securities.
5.15 I hereby irrevocably empower SSI, on settlement date, to debit my Account for payment for securities purchased and for the fees and commissions chargeable or payable by me pursuant to Clause 11 and credit my Account with the proceeds from the sale of securities.
5.16 I agree to have sufficient funds available in my Account on settlement date for all securities purchased for my Account. I also agree that on settlement date SSI may withdraw securities from my Account to cover the sales of securities made by me through SSI and deposit fully paid for securities I purchase through SSI in my Account.
5.17 My obligation to pay and/or reimburse SSI for the purchase prices of securities purchased pursuant to my order and all fees and commissions incurred in connection therewith shall not be impaired by the fact that the purchased securities are delisted or suspended by the relevant stock exchange authority on, before or after the relevant settlement date.
5.18 I hereby agree and empower SSI to debit my Account against any cash surplus in my Account and use the proceed to to invest at SSI discretion at money market callable securities and shall earn income as SSI deems appropriate.
6. TRANSACTIONS WITH AND BY AFFILIATES

Certain securities and other assets including, but not limited to, municipal, government and money market securities purchased or sold by me through SSI, may be purchased from or sold to an affiliate of SSI, which may act as underwriter, broker, dealer or placement agent for such securities and assets.
7. WRITTEN CONFIRMATION; COMMUNICATIONS

7.1 Confirmations of transactions and statements of my Account shall be conclusive as to me if not objected to by me in writing within one (1) day (or such other period as required by law) after the date on which such confirmations of transactions and statements are received by me from SSI. Notwithstanding that, SSI, without prior notice, shall have the right to make new, amend or cancel any entry made in the Account or any letter of confirmation or statement in relation to the Account or a transaction if according to the computation of SSI, the new entry or letter, amendment or cancellation is required to maintain the correctness of the Account or the letter.
7.2 The absence of my objection shall constitute an acceptance by me of the terms and conditions of such transactions.
7.3 Communications may be sent to me at any of the contacts set forth when I opened my Account or at such other contacts as I instruct in writing. All communications so sent, whether by mail, email, telegraph, facsimile transmission, overnight courier, messenger or otherwise, shall be deemed received by me personally, whether actually received or not, as of the earlier of the date they are received by me or the day following the day they are dispatched to me. I agree to waive all claims resulting from failure to receive such communications.
8. INFORMATION DISCLOSURE

I hereby authorize SSI to disclose information to others and receive information from others, including consultants and auditors of SSI, credit bureaus or other agencies, about me, my Account or my Account transactions (1) if the purpose is to establish or maintain my Account or to complete transactions, (2) in response to government agency or exchange regulations or pursuant to inquiries or court orders or as otherwise provided by law or valid legal process, (3) if it is required for SSI to comply with applicable laws, and (4) in any suit, action or other proceeding in which disclosure is necessary or appropriate in SSI’s judgment to protect its interests.
9. SECURITY INTEREST

9.1 I pledge and grant SSI a continuing security interest in and right of set-off with respect to, all securities (the “Pledged Securities”) now or hereafter held or carried by SSI in my Accounts, including any securities in transit or held by others on behalf of SSI, and in any transaction or safekeeping accounts or money market funds that I have designated for SSI to debit and credit in connection with my Account, and all proceeds of the foregoing, as collateral security for the payment and performance of all my obligations to SSI, now existing or hereafter arising, whether or not such obligations arise under this Agreement or any other agreement between us, together with all expenses of SSI in connection therewith.
9.2 In enforcing its pledge, security interest or right of set-off, SSI, in its sole discretion, may (a) notify the securities interests created pursuant to this Agreement to all relevant parties; (b) sell or otherwise dispose of all or any part of the Pledged Securities, at such place or places as SSI deems best, and for cash or credit or for future delivery at public or private sale; and (c) determine the order in which they are to be sold and which contracts are to be closed.
9.3 I also agree that SSI may further pledge and I hereby irrevocably empower SSI to further pledge in advance the Pledged Securities to any Clearing and Guarantee Institution including but not limited to the Indonesian Clearing And Guarantee Corporation (PT Kliring Penjaminan Efek Indonesia) to the extent required for raising the trading limit of SSI and in relation to my order to sell or purchase securities pursuant to this Agreement.
10. TRANSFER

SSI shall have the right to transfer securities held by SSI from or to my Account whenever SSI, in its sole and absolute discretion, considers such a transfer necessary for SSI and my protection.
11. FEES; CHARGES AND INTERESTS

11.1 SSI may charge commissions and other fees for all services rendered by SSI pursuant to this Agreement. I agree to pay such commissions and fees at SSI’s then prevailing rates and in accordance with SSI Rules.
11.2 I agree to pay, on demand of SSI, all fees incurred in connection with the execution of transactions to purchase and sell securities pursuant to this Agreement and fees charged and payable to custodian banks in relation to my Account and securities. I also understand that such fee rates may be changed from time to time without notice to me and I agree to be bound thereby.
11.3 I will also pay SSI fees for any services that are required by law.
11.4 I agree to pay to SSI, on demand of SSI, interest at the rate determined from time to time by SSI on all amounts standing to the debit of my Account. The interest shall be calculated monthly on the basis of a year of 360 days and the actual number of days elapsed.
12. LIMITATION OF LIABILITY; INDEMNITY

12.1 I acknowledge and agree that SSI, its affiliates, officers, directors, agents, partners, members, controlling entities, and employees (each the “SSI Member” and collectively the “SSI Members”) shall not be liable for any liability, loss, or damage caused directly or indirectly by events beyond the reasonable control of either of the SSI Members, including, but not limited to government restrictions, lockout, natural disaster (including earthquake), riot or other civil disturbance, exchange or market ruling, suspensions of trading, war, strike, interruption or other failure of transportation, communication, failure of electronic equipments, or data processing services, or other conditions beyond its control.
12.2 I understand that (1) the information provided by any of the SSI Members shall not constitute professional advice from the SSI Member nor should it be relied upon as such in relation to any investment decision, trading activities of or orders placed by me who shall at all times rely on my own assessment and judgment in respect of any investment decision or proposed transaction, (2) SSI Members make no warranty or representation, expressed or implied, the accuracy, completeness, timeliness or otherwise of the information, (3) the information from SSI Members should not be taken in any way as an inducement to trade or a solicitation for orders; and therefore I shall have no claim for any damages or other remedies as a result of my reliance thereon.
12.3 Further, in acting hereunder, I acknowledge and agree that no SSI Member shall be liable for any loss or other claim of injury with respect to my Account (such as losses or claims resulting from unintentional delay of an SSI Member in placing my order), except for looses resulting from its/his/her willful misconduct.
12.4 I agree that no SSI Member shall be liable for any loss resulting from the drop in value of the securities purchased pursuant to Clause 5.18 of this Agreement.
12.5 I undertake with each of the SSI Members that I shall, at all times indemnify and keep such SSI Member indemnified on demand:

(a) against all claims and demands for which the SSI Member may in the course of performance of its/his/her duties herein or in the course of compliance with my instructions become liable for;
(b) against all actions suits proceedings claims demands costs and expenses whatsoever which may be taken or made against the SSI Member or incurred or become payable or suffered or sustained by the SSI Member pursuant to or in connection with or owing in any manner whatsoever to the SSI Member acting as my agent or by anything done or omitted to be done in relation thereto upon the my actual or ostensible instructions, and or on my behalf however received notwithstanding that such instructions may later prove not to have been given by me or with my authority;
(c) without prejudice to the generality of the foregoing against all claims and demands by any authority in Indonesia or elsewhere; and
(d) without prejudice to the generality of the foregoing against all losses including consequential losses suffered by the SSI Member by reason partly or wholly of acting as for my behalf.
13. BINDING EFFECT, ASSIGNMENT OF AGREEMENT

13.1 This Agreement and its terms shall be binding upon my heirs, executors, successors, administrators, assigns, committee and conservator (“successors”).
13.2 In the event of my death, incompetency, or disability, whether or not any successors of my estate and property shall have qualified or been appointed, until SSI has written notice of my death or incompetence SSI may continue to operate as though I were alive and competent and SSI may liquidate my Account WITHOUT PRIOR WRITTEN NOTICE TO OR DEMAND upon my successors.
13.3 This Agreement shall inure to the benefit of SSI’s successors and assigns, whether by merger, consolidation or otherwise (and SSI may transfer my Account and this agreement to any such successors and assigns) WITHOUT NOTICE.
13.4 I may not assign my rights or delegate my duties under this Agreement without SSI’s consent.
14. REGULATIONS

14.1 All transactions are subject to the constitution, laws, rules, customs, usages and interpretations of the exchange or market and the clearing house, if any, where executed and to applicable laws, and the rules of any government agency or financial industry self-regulatory organization having authority with respect thereto.
14.2 This agreement shall cover my relationship with SSI and any of the affiliates of SSI, including individually and collectively all accounts that I may open or reopen with SSI or any of the affiliates of SSI. Certain accounts, such as margin accounts or options accounts are subject to separate documentation containing additional requirements.
15. NON-WAIVER; CHANGE OF TERMS

15.1 SSI’s failure to insist at any time upon strict compliance with this Agreement or with any of its terms shall not constitute a waiver by SSI of any of its rights hereunder. Except as otherwise provided for herein, no provision of this Agreement shall in any respect be waived or modified.
15.2 To the extent this Agreement is inconsistent with any other agreement governing my Account or any confirmation of a transaction, this Agreement shall govern.
16. SEVERABILITY

If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, regulatory or self-regulatory agency or body or arbitration tribunal, such invalidity or unenforceability shall attach only to that provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby, and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.
17. TERM

17.1 This Agreement shall become effective on its acceptance by SSI.
17.2 SSI may close my Account and thereby terminate this Agreement at any time. When my Account is closed, SSI will return to me, or follow my instructions for the transfer of, any securities remaining in my Account and will no longer accept orders for transactions after the date of closing subject to my having satisfied all obligations and paid all indebtedness owing to SSI.
18. RECORDING OF TELEPHONE CONVERSATIONS

Any of my conversations with SSI may be recorded to assure accuracy. I consent to such recording and the transcript of such conversation shall constitute written evidence admissible before all courts of law or arbitrations.
19. GOVERNING LAW

This Agreement and its enforcement shall be governed by the laws of the Republic of Indonesia (without regard to any principles of conflict of laws) except as otherwise specifically provided herein.
20. ARBITRATION

20.1 Any dispute, controversy or claims arising between SSI and I (collectively the “Parties”, each the “Party”) out of or in relation to this Agreement, or breach of this Agreement, including, without limitation, any question relative to its interpretation, performance, validity, effectiveness and the termination of the rights or obligations of any Party, shall be settled amicably by the Parties wherever practicable. If such dispute cannot be resolved amicably by the Parties then such dispute shall be settled exclusively and finally by arbitration. The Arbitration shall take place in Jakarta, before 3 (three) arbitrators in accordance with the Rules (the “Rules”) of Badan Arbitrase Nasional Indonesia.
20.2 This Clause 20 is intended to be an Arbitration Clause within the meaning of Law 30/1999 regarding Arbitration and Alternative Dispute Resolution (the “Arbitration Law”) and shall irrevocably bind the Parties to submit all irreconcilable disputes to final and binding arbitration in accordance with such law and the provisions set forth in this Clause 20.
20.3 No Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute arising from and in relation to this Agreement, except for the enforcement of an arbitral award granted pursuant to this Clause 20.
20.4 For the purpose of enforcing any arbitration award only, the Parties choose the general, permanent and non-exclusive domicile of the Office of the Registrar of the South Jakarta District Court (Kantor Panitera Pengadilan Negeri Jakarta Selatan) without prejudice to the Parties’ rights to enforce any arbitration award in any court having jurisdiction over another Party or its assets.
20.5 The arbitral award rendered shall be final, binding and incontestable and may be used as a basis for judgment thereon in the Republic of Indonesia or elsewhere. The Parties expressly agree to waive Articles 48(1) of the Arbitration Law so that the mandate of the arbitrators duly constituted in accordance with the terms of this Agreement shall remain in effect until a final arbitration award has been issued by the arbitrators.
I certify that I have read, understand and agree specifically to the terms set forth in this Agreement.