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A Letter of Intent to Purchase Shares is commonly used in Indonesian business transactions as a preliminary step before entering into a definitive share purchase agreement. It serves to document the parties' serious intention to proceed with a transaction while allowing for further due diligence and negotiation. This document is particularly important in the Indonesian context due to the complex regulatory environment, including foreign investment restrictions, mandatory language requirements, and specific corporate approval processes. It typically includes key commercial terms, exclusivity periods, and confidentiality provisions, while maintaining a primarily non-binding nature. The document is essential for establishing the framework for negotiations and securing preliminary commitments from stakeholders, particularly in transactions involving Indonesian companies where regulatory compliance and corporate governance considerations are paramount.

1. Letter Header and Date: Formal business letter header including date and parties' addresses

2. Subject Line: Clear indication that this is a Letter of Intent for share purchase

3. Opening Statement: Formal opening and identification of parties

4. Transaction Overview: Brief description of the proposed transaction, including target company and shares

5. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any price adjustment mechanisms

6. Key Conditions: Major conditions precedent, including regulatory approvals and due diligence

7. Timeline: Proposed timeline for due diligence, definitive agreements, and closing

8. Exclusivity: Terms of exclusive negotiation period, if applicable

9. Confidentiality: Confidentiality obligations regarding the transaction and shared information

10. Costs and Expenses: Allocation of transaction costs and expenses

11. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding

12. Governing Law: Specification of Indonesian law as governing law

13. Closing and Signatures: Formal closing, signature blocks, and company seals if required