PROPOSAL FOR LEGAL SERVICE

INQUIRIES AND PROPOSALS SHOULD BE DIRECTED TO:

Rene Payan
Program Manager – International Markets
PayJoy Inc.

Jln. Pondok Surya Mandala No. 140, Jatiasih, Kota Bekasi 17423
 Sans Prejudice &
Confidential / Rahasia.

Jakarta,08 Oct 2018

Nomor : 20 /PNW/ X /2018
To:
PayJoy Inc.
Attn: Rene Payan
Program Manager – International Markets
PayJoy Inc.
Re: Proposal of Legal Services
Dear Rene,
Jessica & Nico Associates Law Office is pleased to submit this proposal to
provide legal service to PayJoy Inc for Company Development in Indonesia. Our
Firm will provide effective, efficient, and creative legal services to meet the
distinctive needs of local governments’ business law.

A. LEGAL BASIS

1) Structuring advice on PayJoy’s legal entity establishment with Legal Basis

for companies in Indonesia;
One of the most important laws or regulations in Indonesia concerning
foreign investment in the form of a foreign limited liability company (PT
PMA) is Indonesian Law No. 40/2007 on Limited Liability Companies (also
known as the "Company Law"). For foreign investors, this law as a guidebook
on the procedures, terms and conditions regarding the establishment and
the management of a company in Indonesia. Below, we present the full text
of General and Related Indonesia's Company Law.

2) Regulatory compliance on data hosting, data protection and data access

in Indonesia;
Based on the Information and Electronic Transaction Law, it is stated that
any information through electronic media concerning personal data of a
person must be carried out with the approval of the person concerned
unless otherwise specified by the legislation. To illustrate more detailed
Jln. Pondok Surya Mandala No. 140, Jatiasih, Kota Bekasi 17423
 relationship between the seller of hosting and the domain with the buyer,
the strongest based shall include at the agreement between the buyer and
seller regarding the civil relationship between the two and to which extent
the buyer has the right to access the CPanel, as well as other rights owned
by the buyer.

It is also interesting to note that hosting and domain organizers have the
obligation to provide service level agreements as stipulated in Article 12
paragraph (1)(a) in Government Regulation Number 82/2012 concerning the
Implementation of Electronic Systems and Transactions which stating that:

"The Electronic System Operator is obliged to guarantee the availability of

service level agreements."

The definition of service level agreement is a statement about the quality

level of service from an Electronic System. In addition, it is also important
to understand that as a financial institution, it is also necessary to maintain
the confidentiality of the customer's identity. This confidentiality includes
the amount of credit, the number of customer accounts, transfer of money,
provision of bank guarantees, discounting of securities and granting of credit
as except in certain amount as stated in Law Number 14/1967.

3) Regulatory compliance of PayJoy’s on-device data scraping;

In Indonesia, specific arrangements regarding data protection hosting is
currently in absent. However, some aspects of their protection are reflected
in other laws and Regulations such as:

1. Law Number 7/1971 concerning Principles of Archives;

2. Law No. 8/1997 concerning Company Documents;
3. Law No. 7/1992 juncto Law Number 10. Year 1998 concerning Banking;
4. Law No. 36/1999 concerning Telecommunications;
5. Law No. 36 of 2009 concerning Health; and
6. Law No. 11 of 2008 concerning Information and Electronic Transactions.

4) The possibility of an access for a real-time credit rating and debtor

information system in Indonesia.
The possibility of information access is limited to Creditors and Debtors.
Therefore, it cannot be accessed freely by the general public. This is the
responsibility of the Creditor to protect the Debtor data. This is in line with
Jln. Pondok Surya Mandala No. 140, Jatiasih, Kota Bekasi 17423
 what is stipulated in Article 40 paragraph (1) of Law Number 10/1998
concerning Banking which states that banks are required to keep
confidential information about depositors and their deposits.

5) Consumer Protection Section

In the situation where we are talking about legal protection for our
customers, it cannot be separated from Law Number 8/1999 concerning
consumer protection. Basically, this Law is used as a protection for
consumers which including the definition of customers in general. On the
other hand, the existence of Law Number 10/1998 is only contains the
information for the customer resulted no direct obligation for the Company.

B. SCOPE OF WORK
1) Legal Document – Legal Due Diligence (LDD)
Legal Due Diligence is a preliminary assessment in legal perspectives which
conducted by Legal Consultant for including but not limited to Company and
or Transaction Object based on the goals. The process conducts in order to
collect information or facts needed which could illustrate the condition of a
Company and or Transaction Object. In this Legal Due Diligence, Jes&Co will
delivered an effective legal analysis to cover the legal base needed for
PayJoy widened the business in Indonesia. This will includes all the points
explained under the previous section.

Effective: Because the legal process is done by a qualified law team who
has a great experience in LDD project.

Cost Efficiency: All the tasks are handled by qualified partner with
efficient legal cost.

Time Efficiency: Your Company can focus on your main business

2) Legal Assitance / Legal Work

Jes&Co will assist the work in establishing PayJoy as a legal entity in
Indonesia refers to the positive law in Indonesia until the issuance of
company establishment permit as stated under the Legal Due Diligence
document.

Jln. Pondok Surya Mandala No. 140, Jatiasih, Kota Bekasi 17423
C. LEGAL FEES
Proposed Fees
In this proposal, Jes&Co offers two types of services for your Company
consideration. As explained in the previous section, your Company will have
options to decide how far you want our firm to assist you.

LDD Document (fee) / Rate in USD Legal Work (fee) / Rate in USD
USD 3,000 – 4,000 USD 4,000-6,000

The proposed legal fee is negotiable.

Payments
Payments are made based on agreements arranged under the Working Guidelines
document and/or Working Instructions document.

D. Closing

If you have any questions, please call Jessica +62 81320620444 & Nico +62
81279146622. Your continued instructions in relation to this matter will be
deemed as acceptance of our engagement. For our records, we would be grateful
if you would sign and return the enclosed copy of this letter confirming your
acceptance of these terms.

Yours Sincerely,
Jes & Co Associates

Jessica E Simatupang, S.H., M.H. Nico Tarigan, S.H.

Founding Partner Managing Partner

Jln. Pondok Surya Mandala No. 140, Jatiasih, Kota Bekasi 17423