Exhibit 10.2


 


 


Dated
30th day of June, 2018


 


 


 


 


 


 


 


 


 


 


 


_______________________________________


 


 


 


Debt
Conversion Agreement


 


 


 


________________________________________


 


 


 


 


 


 


 


 


 


 


 





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    	 	Debt Conversion Agreement





    

 





Table
of Contents


 







	1.	Conversion	4
	2.	Representations and Warranties	4
	3.	Completion	5
	4.	Governing Law	5
	5.	Arbitration	5
	6.	Confidentiality	6
	7.	Amendments	6
	8.	Non-Waiver	6
	9. 	Notices	7
	10.	Expenses	7
	11.	Miscellaneous	8


 


 


 






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THIS DEBT CONVERSION AGREEMENT (the “Agreement”)
is made as of the 30th day of June, 2018 by and between:


 


		A.	Indonesia Energy Corporation Limited, a limited
liability company under the laws of the Cayman Islands, whose registered office is at the offices of Portcullis (Cayman) Ltd, The
Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands (including
its permitted successors and assigns, hereinafter referred as the “Company”);



 


		B.	Maderic Holding Limited, a limited liability
company incorporated under the laws of Hong Kong, whose registered office is at Room B, 17/F, Lockhart Centre, 301-307 Lockhart
Road, Wanchai, Hong Kong (including its permitted successors and assigns, hereinafter referred as the “First
Shareholder”); AND



 


		C.	HFO Investment Group Limited, a limited liability
company duly established under the laws of British Virgin Islands, having its registered office at Sea Meadow House, Blackburne
Highway (P.O. Box 116), Road Town, Tortola, British Virgin Islands (including its permitted successors and assigns, hereinafter
referred to as the “Second Shareholder”);



 


The First Shareholder and Second Shareholder
are collectively referred to as the “Shareholders” and each of them as a “Shareholder”; The
Shareholders and the Company are collectively referred to as the “Parties” and each one of them as a “Party”.


 


Recitals


 


WHEREAS, on the 30th day of
June 2018 the Company entered into a Sale and Purchase of Shares and Receivables Agreement (the “SPA Agreement”) with
the Shareholders;


 


WHEREAS, the Company, following the SPA
Agreement, owes to First Shareholder an outstanding debt in the amount of USD 21,150,000 (twenty one million one hundred fifty
thousand United States dollars) (the “First Shareholder’s Receivables”);


 


WHEREAS, the Company, following the SPA
Agreement, owes to Second Shareholder an outstanding debt in the amount of USD 3,150,000 (three million one hundred fifty thousand
United States dollars) (the “Second Shareholder’s Receivables”);


 


WHEREAS, the First Shareholder is the registered
owner of 8,500 (eight thousand five hundred) shares in the Company, representing 85% (eighty five percent) of the outstanding shares
issued and paid-up share capital of the Company;


 


WHEREAS, the Second Shareholder is the
registered owner of 1,500 (one thousand five hundred) shares in the Company, representing 15% (fifteen percent) of the outstanding
shares issued and paid-up share capital of the Company;


 


WHEREAS, the Parties agree to convert the
First Shareholder Receivables and Second Shareholder Receivables into Shares in the Company.


 


NOW, THEREFORE, the Parties agree on the
following:


 










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Definitions


 


“Total Shareholders’ Receivables”
is the amount equal to the sum of the First Shareholder’s Receivables and the Second Shareholder’s Receivables.


 


“Shares” means a common
share in the capital of the Company.


 


		1.	Conversion



 


		1.1.	The Company and the Shareholders agree to convert the Total Shareholders’ Receivables into
a total of 7,990,000 (seven million nine hundred ninety thousand) Shares in the Company, as follows:



 


		a)	The First Shareholder’s Receivables shall be converted into Shares in the Company at a conversion
price per share of USD 3.04 per Share for an aggregate number of shares of 6,954,463 (six million nine hundred fifty four thousand
four hundred sixty three shares);



 


		b)	The Second Shareholder’s Receivables shall be converted into Shares in the Company at a conversion
price per share of USD 3.04 per Share for an aggregate number of shares of 1,035,537 (one million thirty five thousand five hundred
thirty seven shares);



 


		1.2.	The Parties agree that the final shareholders composition and ownership percentage in the Company
following this Agreement shall be:



 


	 	Initial # of Shares	New Shares	Final # of Shares	Final Ownership Percentage
	
         

        Maderic Holding Limited
	8,500	6,954,463	6,962,963	87.04%
	HFO Investment Group Limited	1,500	1,035,537	1,037,037	12.96%
	Total Shares	10,000	7,990,000	8,000,000	100.00%





 


		2.	Representations and Warranties



 


		2.1.	Each Party represents and warrants to the other Parties that:



 


		a)	it has all requisite power and authority under its constitutional documents to enter into and perform
this Agreement and all documents to be executed pursuant to this Agreement;



 


		b)	it has the full legal right, power, authority, approvals and consents required to execute and deliver
this Agreement and to perform fully its obligations under this Agreement;



 


		c)	this Agreement and all the documents to be executed and delivered by it pursuant to this Agreement
will, when executed, constitute binding obligations of it in accordance with its respective terms; and



 


		d)	the execution, delivery and performance of this Agreement by it and the consummation of the transactions
contemplated under this Agreement shall not:



 


i) require the approval or consent
of any person;


 


ii) conflict with or result
in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute)
a default under any applicable law or order of any contract to which it is a party or by or to which it is bound or subject; or


 


iii) violate any law or order
against, or binding upon it or upon its securities, properties or business.


 






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		3.	Completion



 


		3.1.	Completion shall take place at the Company’s registered office or at such other location
as may be agreed by the Parties on the day that is 5 (five) Business Days (or such other date as the Parties may agree in writing)
following the signing of this Agreement (the “Completion Date”).



 


		3.2.	On the Completion Date:



 


		a)	The First Shareholder and Second Shareholder shall acknowledge the payment of the First Shareholders’
Receivables and Second Shareholders’ Receivables, respectively, and deliver a receipt to the Company;



 


		b)	The Company shall update its register of members to reflect the terms of this Agreement; and



 


		c)	The Company shall issue new share certificates in
respect of the issuance of new Shares to the Shareholders.



 


		4.	Governing Law



 


		4.1.	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.



 


		5.	Arbitration



 


		5.1.	Any dispute, controversy, difference or claim arising out of or relating to this contract, including
the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations
arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
The seat of arbitration shall be Hong Kong.



 


		5.2.	The number of arbitrators shall be three. The three arbitrators shall be appointed in accordance
with the procedures set out in the rules of HKIAC regarding the appointment of arbitrators.



 


		5.3.	The arbitration proceedings shall be conducted in English.



 


		5.4.	The arbitration award shall be final and binding upon the Parties thereto, shall not subject to
any appeal, and shall deal with the question of costs of arbitration and all matters related thereto.



 






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		6.	Confidentiality



 


		6.1.	Each Party agrees to keep confidential any information which it may receive from, or at the direction
of, the Company with respect to the financial condition or business operations of the Company, except for disclosures: (a) as required
by law, regulation, government authorities, legal process or stock exchange rules or regulations; or (b) to its Affiliates or their
respective officers, directors, employees or professional advisers who are required to keep such information confidential, and
the disclosing Party shall be responsible for any breach of confidentiality obligations by such persons.



 


		7.	Amendments



 


		7.1.	This Agreement may not be varied or amended except by the mutual written agreement of and signed
by the Parties.



 


		8.	Non-Waiver



 


		8.1.	No waiver by a Party of any breach or non-fulfilment by another Party of any provision of this
Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise
or delay in exercising any right or remedy under this Agreement shall constitute a waiver of any such right or remedy. No single
or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right
or remedy. The rights and remedies of each Party provided in this Agreement are cumulative and not exclusive of any rights and
remedies provided by law.



 


		8.2.	Nothing in this Agreement shall be deemed to confer any right to enforce any term of this Agreement
on anyone not a party to this Agreement. This Agreement shall not be construed in any respect to be a contract or agreement in
whole or in part for the benefit of or binding upon anyone not a party to this Agreement.



 


		8.3.	If any provision or any portion of any provision of this Agreement shall be invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect
and of the remaining provisions of this Agreement shall not in any way be affected or impaired.



 


		8.4.	No variation or amendment of this Agreement shall be valid unless it is in writing and signed by
or on behalf of each of the Parties to this Agreement.



 






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		9.	Notices



 


		9.1.	All notices or other communications required or permitted to be given under this Agreement to the
Company shall be in writing and unless otherwise stated may be given, in person, by post or electronic mail to the addresses or
contacts set out below:



 


	A.    Indonesia Energy Corporation Limited	Attention: James Jerry Huang
	Address:	Portcullis (Cayman) Ltd, The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands
	Email: 	james.huang@indo-energy.com
	B.    Maderic Holding Limited	Attention: Wirawan Jusuf
	Address:	Room B, 17/F, Lockhart Centre, 301-307, Lockhart Road, Wanchai, Hong Kong
	Email: 	wirawanj@gmail.com
	C.    HFO Investment Group Limited	Attention: Huang Wan-Yu
	Address:	Sea Meadow House, Blackburne Highway (P.O. Box 116), Road Town, Tortola, British Virgin Islands
	Email: 	wanzi@hfi.international





 


or to such other address or
electronic mail address as the respective Party may designate by written notice.


 


		9.2.	All notices or other communications required or permitted to be given under this Agreement to the
Parties shall be sent to the Parties address and contact details provided by the Parties.



 


		9.3.	Any such notice or communication shall be deemed duly given in the case of personal delivery and
courier service, at the time of delivery, in the case of registered mail, three Business Days after being deposited in the post,
postage prepaid, in a correctly addressed envelope, if by electronic mail, when received in legible form, provided that if such
day is not a Business Day or such time not a normal business hour then delivery shall be deemed to have occurred on the following
Business Day.



 


		10.	Expenses



 


		10.1.	The Company shall bear the costs and expenses of and incidental to the negotiation, preparation
and execution of this Agreement.



 






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		11.	Miscellaneous



 


		11.1.	The table of contents and the headings in this Agreement are for convenience of reference only
and shall not affect the construction of any provisions hereof. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and the same Agreement.



 


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Blank)


 


 


 




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SIGNATURE
PAGE


 


In
Witness Whereof, the Parties hereto have executed, acknowledged and agreed to the Debt
Conversion Agreement:


 





	Indonesia Energy Corporation Limited	 
	 	 
	name:	 
		 
		 
	Director	 
	 	 
	 	 
	Maderic Holding Limited	 
	 	 
	Name: 	 
		 
		 
	Director	 
	 	 
	 	 
	HFO Investment Group Limited	 
	 	 
	Name: 	 
		 
		 
	Director	 



 



















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