APPENDIX 5 UNDERTAKINGS PART 1: INDONESIAN UNDERTAKING

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Angel Perkins
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1 APPENDIX 5 UNDERTAKINGS PART 1: INDONESIAN UNDERTAKING

5 PART 2: NEW YORK UNDERTAKING

9 PART 3: SINGAPORE UNDERTAKING

13 PART 4: MEB ISSUER UNDERTAKING

14 MEB ISSUER UNDERTAKING THIS DEED OF UNDERTAKING (this Deed ) is made by deed poll on [ ] by each of: (1) AZION BAO PTE. LTD., a company incorporated under the laws of the Republic of Singapore (the MEB Issuer ); IN FAVOUR OF (2) BLUE OCEAN RESOURCES PTE. LTD., a private company with limited liability incorporated under the laws of the Republic of Singapore (the Scheme Company ); (3) THE HIGH COURT OF THE REPUBLIC OF SINGAPORE (the Court ); and (4) THE SCHEME CREDITORS, as defined in the Scheme (the Scheme Creditors ) including, for the avoidance of doubt, the Existing Trustee. WHEREAS (A) (B) (C) The Scheme Company proposes to enter into a scheme of arrangement under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore ( Scheme ) to the Scheme Creditors. The Scheme Creditors are creditors of the Scheme Company and the Guarantors. The Scheme will apply to, among other things, all liabilities of the Scheme Company and the Guarantors in respect of the Existing Notes, other than Excluded Liabilities. The terms of the Scheme are described in further detail in the scheme document dated 28 March 2018 which contains, among other things, the explanatory statement of the Scheme Company relating to the Scheme (the Scheme Document ). DEFINITIONS Unless otherwise indicated, capitalised words and phrases used in this Deed have the meaning provided in the Scheme Document. THIS DEED WITNESSES AND IT IS HEREBY DECLARED AS FOLLOWS: 1. The MEB Issuer: (a) (b) (c) hereby undertakes, to and for the benefit of the Scheme Company, the Court and the Scheme Creditors to instruct counsel to appear on its behalf at each hearing in connection with the Scheme to give an undertaking on its behalf to the Scheme Company, the Court and the Scheme Creditors to be bound by the Scheme; hereby consents to the Scheme and, upon the Scheme being sanctioned by the Court, agrees to be bound by it on the terms and conditions and in such form as may be sanctioned by the Court; and upon the Scheme being sanctioned by the Court, hereby undertakes to execute or procure to be executed all such documents, and do or procure to be done all such acts and things, as are necessary or desirable for the purposes of giving effect to the Scheme. 2. This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in accordance with the laws of the Republic of Singapore

15 IN WITNESS of which this Deed has been duly executed and delivered on the date first appearing on this Deed. THE COMMON SEAL OF ) AZION BAO PTE. LTD. ) was hereunto affixed in the presence of: ) [Name] [Name]

16 PART 5: LEEDON UNDERTAKING

17 LEEDON UNDERTAKING THIS DEED OF UNDERTAKING (this Deed ) is made by deed poll on [ ] by: (1) LEEDON CAPITAL LIMITED, a company incorporated under the laws of the British Virgin Islands ( Leedon ); IN FAVOUR OF (2) AZION BAO PTE. LTD., a private company with limited liability incorporated under the laws of the Republic of Singapore (the MEB Issuer ); (3) MADISON PACIFIC TRUST LIMITED, a company incorporated under the laws of the Hong Kong Special Administrative Region, in its capacity as trustee of the MEBs (the "MEB Trustee"); (4) MPCSL NOMINEES LIMITED, a company incorporated under the laws of the Hong Kong Special Administrative Region, in its capacity as holder of all of the issued and outstanding share capital of the MEB Issuer (the MEB Shares Trustee ) (5) THE HOLDERS OF THE MEBs, being the person(s) in whose name(s) the MEBs are registered and any other person holding a beneficial interest as principal in the MEBs (the "Holders"); (6) BLUE OCEAN RESOURCES PTE. LTD., a private company with limited liability incorporated under the laws of the Republic of Singapore (the Scheme Company ); (7) THE HIGH COURT OF THE REPUBLIC OF SINGAPORE (the Court"); (8) THE SCHEME CREDITORS, as defined in the Scheme (the Scheme Creditors ) including, for the avoidance of doubt, the Existing Trustee. WHEREAS (A) The Scheme Company proposed a scheme of arrangement under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore ( Scheme ) with the Scheme Creditors. (B) The Scheme was sanctioned by the High Court of the Republic of Singapore pursuant to an order dated [*] and became effective on [*]. It is a term of the Scheme that (among other things): (i) the Scheme Company issue US$145,750,000 guaranteed senior secured notes due 2021 (the New Notes ); and the (ii) MEB Issuer issue 92,890 zero coupon secured mandatorily exchangeable bonds due 2022 having an aggregate principal amount of US$185,781,543 (the MEBs ); in exchange for the Existing Notes. (C) (D) In order to facilitate the implementation of the Scheme, Leedon (a significant shareholder of the Parent) has agreed to pay all fees and expenses of the MEB Issuer, MEB Trustee, MEB Shares Trustee and Holders on the terms and conditions of this Deed. The terms of the Scheme are described in further detail in the scheme document dated 28 March 2018 which contains, among other things, the explanatory statement of the Scheme Company relating to the Scheme (the Scheme Document ). DEFINITIONS Unless otherwise indicated, capitalised words and phrases used in this Deed have the meaning provided in the Scheme Document

18 THIS DEED WITNESSES AND IT IS HEREBY DECLARED AS FOLLOWS: 1. Leedon hereby undertakes to: (a) (b) (c) (d) pay all fees, costs, expenses and Taxes incurred by the MEB Issuer (including in relation to its establishment and the maintenance of its legal existence and any amounts for which it is responsible under the MEB Trust Deed and MEB Agency Agreement); pay all fees, costs, expenses and Taxes incurred by the MEB Trustee and MEB Shares Trustee in acting in its capacity as such under or in connection with each of the MEB Documents; pay all fees, costs, expenses and Taxes incurred by the MEB Trustee, the MEB Shares Trustee and the MEB Issuer in connection with the Scheme, the establishment and maintenance of the MEB Issuer, the subscription by the MEB Issuer for the MEB Shares and the issuance of the MEBs; and do or procure to be done all such acts and things, as are necessary or desirable for the purpose of giving effect to the Scheme. 2. Leedon hereby further undertakes to each Holder: (a) (b) (c) to pay all other fees, costs, expenses arising on, and directly relating to, the delivery of MEB Shares on exchange of the MEBs, including all brokerage fees and transaction costs in connection with the delivery of the MEB Shares and use its best efforts to complete any applicable know your customer or other similar checks of the relevant payee; to pay all Taxes arising in connection with the delivery of MEB Shares and which are payable in the Republic of Indonesia or Singapore, and, if relevant, in the place of the Alternative Stock Exchange (as defined in the MEB Trust Deed); and to transfer sufficient funds to the MEB Issuer no later than 5 Days prior to each Exchange Date (as defined in the MEB Trust Deed) and the Maturity Date (as defined in the MEB Trust Deed) such that the MEB Issuer is able to deliver the MEB Shares in accordance with the terms of the MEB Trust Deed. 3. This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in accordance with the laws of the British Virgin Islands. IN WITNESS of which this Deed has been duly executed and delivered on the date first appearing on this Deed. EXECUTED AND DELIVERED AS A DEED BY LEEDON CAPITAL LIMITED acting by its duly authorized director [Name]

THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS SCHEME DOCUMENT INCLUDES AN EXPLANATORY STATEMENT MADE IN COMPLIANCE WITH SECTION 211 OF THE COMPANIES ACT (CHAPTER 50; 2006