PT Cyber Valley Estate — Director Appointment, Full Disclosure and Indemnification Agreement

made as of [•] 2026

DRAFT FOR DISCUSSION — NOT YET EXECUTED. Prepared 23 August 2026. Subject to Indonesian counsel/notary review — see Drafting Notes at the end. Source: Google Doc "PT Cyber Valley Estate — Director Appointment, Full Disclosure and Indemnification Agreement", built on the Owners' due-diligence Questionnaire and an independent document audit dated 21 August 2026.

Personal instrument from the Owners (Alisa Voinova, Dmitry Starodubtsev) to the Incoming Director (Oleksandr "Alex" Fedorov): full disclosure of Company and land liabilities, backed by an uncapped joint-and-several indemnity, so Alex can accept the Director role and deal with third parties on the Land without inheriting undisclosed risk. Supplements, does not replace, the RUPS + notarial appointment in gms director appointment (Article 2.2).

Parties

(1) PT CYBER VALLEY ESTATE, a limited liability company with foreign investment (Penanaman Modal Asing / PT PMA) duly established and existing under the laws of the Republic of Indonesia, incorporated by Deed of Establishment (Akta Pendirian) No. 01 dated 4 January 2022 before Dewa Ayu Agung Dewi Utami, S.H., M.Kn., Notary in Denpasar, ratified by the Minister of Law and Human Rights under Decision No. AHU-0001412.AH.01.01.Tahun 2022 dated 7 January 2022, registered address Desa Gesing, Kecamatan Banjar, Kabupaten Buleleng, Provinsi Bali 81152, NIB 2504220016017, NPWP 53.898.326.3-902.000 (the "Company");

(2) ALISA VOINOVA, holder of [passport / KITAS No. •], of [address •], a shareholder holding 50% of the issued shares in the Company and, as at the Effective Date, the Company's Director ("Owner 1");

(3) DMITRY STARODUBTSEV, holder of [passport No. •], of [address •], a shareholder holding 50% of the issued shares in the Company and the Company's Commissioner ("Owner 2", and together with Owner 1, jointly and severally, the "Owners"); and

(4) OLEKSANDR FEDOROV ("Alex"), holder of [passport No. •], a Ukrainian national resident in Bali, Indonesia, being appointed as the incoming Director of the Company (the "Incoming Director"),

each a "Party" and together the "Parties".

Recitals

A. The Owners together hold 100% of the issued and outstanding shares of the Company (50% each) and are its ultimate beneficial owners.

B. Owner 1 currently serves as the Company's sole Director. Under the Articles, a director's term is five years; Owner 1's current term, commenced 4 January 2022, is due to expire on or about 4 January 2027.

C. The Parties intend that the Incoming Director be appointed as a Director by way of a shareholders' resolution (RUPS) and a notarial deed executed before an Indonesian notary in accordance with the Articles and Indonesian company law (the "Appointment Deed").

D. In connection with his decision to accept appointment, the Owners have completed a due diligence questionnaire concerning the Company's affairs, its land portfolio and related matters. A true and complete English translation of the Owners' answers is attached as Appendix A (the "Questionnaire").

E. An independent, document-based audit of the Company's corporate and land records was separately prepared and is attached as Appendix C (the "Audit Report"). The Audit Report identifies matters that appear inconsistent with, additional to, or not addressed by, the Owners' answers in the Questionnaire.

F. The Company owns, or claims an interest in, the parcels of land listed in Appendix B (the "Land"), which the Company may in future sell, lease, develop, or otherwise deal with, including with third parties.

G. The Owners wish to induce the Incoming Director to accept appointment, and to enable the Company and the Incoming Director to deal with third parties in respect of the Land and the Company's business, by giving the full, complete and unqualified disclosure, representations, warranties and indemnities set out in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows.

Article 1 — Definitions and interpretation

1.1 Definitions.

• Appendix — an appendix to this Agreement, incorporated into and forming an integral part of it.
• Appointment Deed — as in Recital C.
• Audit Report — as in Recital E, Appendix C.
• BANI — Badan Arbitrase Nasional Indonesia, or its successor body.
• Business Day — a day (other than Saturday, Sunday, or public holiday) on which banks are open for general business in Denpasar, Bali.
• Disclosed Matters — collectively and only: (a) the matters fairly and specifically disclosed in the Owners' answers in Appendix A; (b) the particulars in Appendix B; and (c) the items in Appendix C that the Owners have expressly confirmed or corrected in writing and countersigned in the column provided, prior to the Effective Date. The mere presence of a document in the Company's files or data room (including the files reviewed for the Audit Report), or a general or non-specific reference, does not by itself constitute disclosure unless the specific matter is fairly and specifically identified as above.
• Effective Date — the date this Agreement is signed by all Parties, as stated on the signature page.
• Encumbrance — any Hak Tanggungan, mortgage, charge, pledge, lien, blokir (registration block), sita (seizure/attachment), assignment, option, right of first refusal, easement, restriction, adverse BPN annotation, or other third-party right or security interest, registered or not, arising in Indonesia or elsewhere.
• Governing Documents — the Company's Articles of Association (Anggaran Dasar) as amended, including Akta No. 02 dated 1 July 2025 and Akta No. 13 dated 14 April 2025.
• Land — as in Recital F and Appendix B.
• Loss — any and all losses, damages, liabilities, costs and expenses (including reasonable legal, notarial and other professional fees on a full indemnity / solicitor-client basis), fines, penalties, Taxes, interest, diminution in value, and any other detriment, direct, indirect or consequential, under contract, tort, statute, or otherwise, present, future, contingent, or prospective.
• Tax — any present or future tax, levy, duty, or governmental charge, with any related interest, penalty, or fine.
• Third-Party Counterparty — any bona fide third party that purchases, leases, or otherwise enters into or proposes to enter into a contractual, service, or other legal relationship with the Company in respect of the Land or the Company's business, including any buyer, tenant, lessee, contractor, service provider, or investor.

1.2 Interpretation. Headings are for convenience only. "Including"/"includes" mean "including, without limitation". A reference to a Party includes its successors and permitted assigns. A reference to a statute or regulation includes its implementing regulations and successor legislation.

Article 2 — Appointment of the Incoming Director

2.1 The Owners shall procure that the Company convenes a RUPS and executes the Appointment Deed appointing the Incoming Director as a Director, in accordance with the Governing Documents and Indonesian law, within thirty (30) days of the Effective Date, or such other period as the Parties agree in writing.

2.2 This Agreement is supplemental to, and does not replace or substitute for, the Appointment Deed. The corporate appointment of the Incoming Director, and the scope of his authority as such, is governed exclusively by the Governing Documents, the Appointment Deed, and applicable Indonesian law. Nothing in this Agreement purports to effect that appointment as a matter of Indonesian company law.

2.3 If the Appointment Deed is not validly executed within the period in Article 2.1, for any reason other than the Incoming Director's own default, the Incoming Director may terminate this Agreement by written notice, without prejudice to any claim already accrued under Article 5 for the period before termination.

Article 3 — Representations and warranties — full disclosure

3.1 The Company and each Owner, jointly and severally, represent and warrant to the Incoming Director — for himself, and for the benefit of the Company and each Third-Party Counterparty as provided in Article 4 — that, as at the Effective Date:

(a) Appendix A is a true, accurate and complete record of the Owners' answers, and each answer given is true and correct in all respects;

(b) Appendix B is a true, accurate and complete list of all land, and all interests in land, in which the Company holds or claims any right, title, interest, or expectancy — registered owner, beneficial owner, purchaser under a preliminary or final agreement, lessee, or otherwise — and there is no other land or interest in land held or claimed by or on behalf of the Company not listed in Appendix B;

(c) other than the Disclosed Matters, there is no fact, matter, circumstance, event, agreement, liability, dispute, claim, investigation, or Encumbrance — existing, pending, or (to the knowledge of the Company or either Owner) threatened — affecting the Company, its shares, its assets, the Land, or either Owner's title to their shares, that has had, or could reasonably be expected to have, an adverse effect on the Company, the Incoming Director (personally or as director), or any Third-Party Counterparty, including without limitation:

(i) any Encumbrance over the Land, the Company's shares, or any other Company asset; (ii) any dispute, litigation, arbitration, administrative proceeding, or criminal/administrative/corruption investigation, concluded, pending, withdrawn, or threatened, concerning the Company, either Owner, or the Land — including any case withdrawn or discontinued without a decision on the merits; (iii) any debt, loan, borrowing, guarantee, suretyship, or contingent liability of the Company not fully and accurately reflected in the financial statements provided to the Incoming Director; (iv) any contract, side letter, verbal arrangement, or understanding to which the Company is a party or by which it is bound, other than as fairly disclosed in Appendix A; (v) any option, right of first refusal, profit-sharing, revenue-sharing, development, nominee, or similar arrangement affecting the Land or the Company's shares; (vi) any unpaid or contested Tax, or past or pending Tax audit giving rise to a potential liability, other than as disclosed in Appendix A; (vii) any defect in, or challenge to, the Company's corporate authorisations, licences, or approvals (including PKKPR, PPKPR, NIB, and KBLI registrations) needed to hold, use, or develop the Land or conduct the Company's stated business; and (viii) any fact that would render any Appendix A answer materially incomplete or misleading.

3.2 Each Owner further represents and warrants, severally as to itself, that: (a) it is the legal and beneficial owner of its shares, free of any Encumbrance other than as disclosed in Appendix A; (b) it has full power and authority to enter into and perform this Agreement; and (c) no third party has been granted authority to sell, encumber, or otherwise dispose of the Land or that Owner's shares on its behalf, other than as disclosed in Appendix A.

3.3 The representations and warranties in this Article are given separately in respect of each parcel of Land and each matter; a breach in respect of one parcel or matter does not limit or qualify a claim in respect of any other.

Article 4 — Reliance by, and benefit for, third parties

4.1 The Parties intend, for the purposes of Article 1317 of the Indonesian Civil Code (KUHPerdata) and to the fullest extent otherwise permitted, that a Third-Party Counterparty may accept and rely on the stipulation made in its favour in this Article.

4.2 The Incoming Director (and, following appointment, the Company acting through him) may disclose the substance of the Article 3 representations, or a certificate confirming no material undisclosed matter has come to light, to a bona fide Third-Party Counterparty in connection with a proposed sale, lease, contract, or other dealing involving the Land or the Company's business.

4.3 If a Third-Party Counterparty suffers a Loss arising out of or in connection with a breach of Article 3 that was not a Disclosed Matter, the Owners shall, jointly and severally, indemnify that Third-Party Counterparty directly on the same basis as Article 5, on presentation of a reasonably substantiated written claim. Alternatively, the Incoming Director or the Company may bring or settle such a claim on behalf of, and for the account of, the affected Third-Party Counterparty.

4.4 Nothing in this Article obliges the Company or the Incoming Director to disclose any information to any third party, and the Owners' liability under this Article is not increased by, nor conditional upon, any such disclosure.

Article 5 — Indemnification

5.1 Subject only to Article 3 (Disclosed Matters), the Owners shall, jointly and severally, without any minimum threshold, deductible, basket, or cap, indemnify, defend and hold harmless the Company, the Incoming Director, and (per Article 4) each affected Third-Party Counterparty (each an "Indemnified Person") from and against the full amount of any Loss arising out of, in connection with, or attributable to: (a) any inaccuracy in, or breach of, any Article 3 representation or warranty; (b) any Encumbrance, dispute, claim, liability, or third-party right affecting the Company or the Land that is not a Disclosed Matter; or (c) any action, omission, or arrangement of either Owner or the Company prior to the Effective Date giving rise to a Loss for an Indemnified Person — whether discovered before or after the Effective Date, before or after the Incoming Director's appointment, or before or after the relevant Land is sold, leased, or otherwise dealt with.

5.2 The indemnity covers, without limitation: (a) the full amount to discharge, remove, or cure the Encumbrance, dispute, or liability; (b) any diminution in value of the Land or shares; (c) all reasonable legal, notarial, expert, and professional fees on a full indemnity (solicitor-client) basis; (d) any Tax, fine, or penalty imposed on the Indemnified Person as a result of the matter; and (e) interest at 12% per annum, compounded monthly, from the date the Loss was incurred (or first suffered) until full payment.

5.3 Gross-up: if any amount payable is subject to withholding/deduction for Tax, or the Indemnified Person is itself taxed on receipt, the Owners pay the additional amount necessary so the Indemnified Person retains the full amount it would otherwise have received.

5.4 Where a breach of Article 3 arises from a fact either Owner actually knew, or could not reasonably have been unaware of, and failed to disclose — including any Appendix C item not accurately confirmed or corrected — the Owners shall, jointly and severally, in addition to Articles 5.1–5.3, pay further liquidated compensation equal to 20% of the Loss, as the Parties' genuine pre-estimate of additional inconvenience, reputational harm, and loss of trust caused by knowing non-disclosure, and not as a penalty.

5.5 Joint and several as between the Owners; an Indemnified Person may proceed against either Owner for the full amount without first proceeding against the other Owner or the Company, without prejudice to either Owner's separate right of contribution between themselves (not a matter for, and not affecting, any Indemnified Person).

5.6 The Owners have no right of set-off, counterclaim, deduction, or withholding against any amount due under this Agreement.

Article 6 — No limitation by knowledge, investigation, or reliance

6.1 No investigation, review of documents (including the Audit Report), or other inquiry made by or on behalf of the Incoming Director, before or after the Effective Date, and no actual or constructive knowledge he may have or be alleged to have, limits, qualifies, or reduces the Owners' liability, or is a defence to any claim — except to the extent the matter is a Disclosed Matter.

6.2 For the avoidance of doubt, the mere delivery, existence, or availability of the Audit Report, or any underlying document it refers to, does not of itself constitute disclosure. Only items expressly confirmed or corrected by the Owners in Appendix C per Article 3 are Disclosed Matters.

Article 7 — Survival

7.1 The representations, warranties, covenants, and indemnities survive execution of the Appointment Deed, any subsequent resignation, removal, or replacement of the Incoming Director, and any sale, lease, or other disposal of the Land, and remain in force without limit of time for: (a) title to, and Encumbrances over, the Land; (b) Tax matters; (c) criminal, administrative, or corruption-related matters; and (d) any matter involving actual knowledge and non-disclosure by either Owner. All other matters: 10 years from the Effective Date.

7.2 Termination for any reason does not affect any right or claim accrued before termination.

Article 8 — Covenants

8.1 Between the Effective Date and execution of the Appointment Deed, the Owners shall procure that the Company is operated only in the ordinary course, and shall not, without the Incoming Director's prior written consent, create any new Encumbrance, incur any new material liability, or enter into any new material contract affecting the Company or the Land.

8.2 If either Owner or the Company becomes aware of any matter inconsistent, or possibly inconsistent, with an Article 3 representation, that Party shall notify the Incoming Director in writing without delay. Prompt notice does not limit the Owners' Article 5 liability, but the Parties shall cooperate in good faith to cure or mitigate.

Article 9 — Director's authority

9.1 The Incoming Director's authority to act for and bind the Company is governed by the Governing Documents. A summary, as confirmed by the Owners, is at Appendix D for convenience; in any conflict between Appendix D and the Governing Documents, the Governing Documents prevail.

9.2 Nothing in this Agreement expands, restricts, or otherwise varies the Incoming Director's authority under the Governing Documents.

Article 10 — Confidentiality

10.1 Each Party shall keep confidential the terms of this Agreement and the contents of Appendices A and C, save that the Incoming Director and the Company may disclose: (a) to professional advisers, notaries, banks, insurers, and governmental authorities; (b) to a bona fide Third-Party Counterparty per Article 4; (c) as required by law, regulation, or a competent court/arbitral order; or (d) to enforce this Agreement.

Article 11 — Governing law and dispute resolution

11.1 Governed by, and construed under, the laws of the Republic of Indonesia, without regard to conflict-of-laws principles. Title to, and registration of, the Land is in all cases governed exclusively by Indonesian law and subject to the competent Indonesian land and court authorities, regardless of this Article.

11.2 Any dispute, including as to existence, validity, or termination, is finally resolved by arbitration administered by BANI under its rules in force when the arbitration commences.

11.3 Seat: Denpasar, Bali. Language: English (Indonesian sworn translation of the award/key documents arranged and paid for by the Owners if required for local enforcement). Arbitrators: [one (1) / three (3)] under the BANI rules.

11.4 Nothing in this Article prevents any Party seeking urgent interim or conservatory relief (including an injunction, or an order to freeze or block a land certificate) from a competent Indonesian court or BPN, pending constitution of the tribunal.

11.5 The award is final and binding; the Parties waive, to the fullest extent permitted, any right of appeal on the merits.

Article 12 — General provisions

12.1 Entire agreement. This Agreement and its Appendices constitute the entire agreement on its subject matter, superseding all prior discussions, understandings, and agreements, save as incorporated in Appendix A.

12.2 Amendment. No variation is effective unless in writing and signed by all Parties.

12.3 Assignment. The Incoming Director may assign the benefit of this Agreement, in whole or in part, to the Company or to a Third-Party Counterparty per Article 4, without the Owners' consent. Otherwise no Party may assign without the other Parties' prior written consent.

12.4 Severability. Invalid or unenforceable provisions do not affect the rest; the Parties negotiate in good faith to replace it with a valid provision reflecting the original intent — in particular, the uncapped, joint and several nature of the Owners' Article 5 obligations.

12.5 No waiver. No failure or delay in exercising a right operates as a waiver.

12.6 Notices. In writing, delivered by hand, courier, or email (with confirmation of receipt) to the address/email under the relevant Party's signature, or as later notified.

12.7 Costs. Each Party bears its own costs of negotiating and preparing this Agreement, save that the Owners bear the notarial and registration costs of the Appointment Deed.

12.8 Language. Executed in English. If an Indonesian version is prepared for notarisation/registration/enforcement (including to satisfy UU 24/2009), the Parties agree it in advance and state expressly that, as between the Parties, English prevails on conflict, to the maximum extent permitted.

12.9 Counterparts. May be executed in counterparts, including electronic signature or scanned copies, each an original, together one instrument.

Signatures

(placeholders — name, date, address/email)

Appendix A — Owners' due diligence questionnaire and answers (English translation)

1. Clarifying questions

• Nominee shareholders / beneficial owners / informal arrangements? No.
• Options / convertible loans / SAFEs / other rights to acquire an interest? No.
• Shareholders' agreement in addition to the Articles? Not answered — to be confirmed before the Effective Date.
• Pledges / Hak Tanggungan / bank encumbrances on the land? No.
• Land used as security for any obligation? No.
• Disputes with previous owners, heirs, neighbours, banjar/desa, or authorities? A forest-boundary matter, said resolved, awaiting certificates. Parcels 0, 3.1, 13 named as in their final stages.
• Obligations to previous landowners — profit share, revenue share, buy-back? No.

2. Debts and financial obligations

Financial statements: available. Loans/borrowings, shareholder loans, related-party loans, overdue obligations, guarantees/suretyships issued, security for another company's debts, contingent liabilities, amounts owed to contractors/employees/government/landowners: all answered None / Zero.

3. Undisclosed / hidden contracts

• Complete list of all contracts provided? No — bookkeeping-services contract not shown, informal subscription basis.
• Investor/developer/contractor/landowner/broker/consultant/architect/management contracts, revenue- or profit-sharing agreements, exclusivity agreements, options/obligations to sell part of the land, third-party development rights: all No.
• Verbal arrangements / side letters / WhatsApp / MoUs treated as binding? The Company invested money to open construction and events businesses registered in the names of employees, not the Company. Two buildings in the village centre, leased but never used, agreements running to 31 December 2032.
• Contracts that could lead to material future payments? Internet and bookkeeping services.
• Change-of-control provisions? Current breaches? No.
• Has the Company disclosed all material contracts, obligations, guarantees, debts, disputes, potential claims? Yes — see Appendix C for items an independent audit found inconsistent with, or additional to, this confirmation.

4. Taxes and government obligations

All returns filed: yes. Tax debt: no. Tax audits: yes, occurred. Current disputes: no. Potential liabilities for past periods: no. OSS/NIB/licences/approvals current: yes — see Appendix C on the NIB/KBLI gaps.

5. Litigation and administrative risk

Current court cases: no. Past court cases: no — see Appendix C item 2 on two 2023 civil suits over Parcel 15. Legal notices/demand letters: no. Unfiled potential claims: no. Criminal/administrative/corruption investigations: no.

6. Incoming Director's authority — as summarised by the Owners, reproduced in full at Appendix D.

Appendix B — Land portfolio schedule

All parcels in Desa Gesing, Kecamatan Banjar, Kabupaten Buleleng, Bali, unless noted. Prepared from the Company's land files as reviewed in the independent audit dated 21 August 2026. Statuses marked "Attention", "RISK", or "CRITICAL" are Disclosed Matters only to the extent, and only if, the Owners confirm or correct them in Appendix C.

Portfolio totals (Parcels 0–19): declared area ≈371,120 m² (≈37.1 ha); ≈319,320 m² (≈31.9 ha) registered in the Company's name (subject to the "Attention"/"OK*" caveats above); ≈51,800 m² (≈5.2 ha) — Parcels 0, 3.1 and 13 — remains legally titled to individual sellers or uncertificated and is not yet Company property.

Appendix C — Reconciliation of independent audit findings

Matters an independent, document-based audit of the Company's corporate and land files (dated 21 August 2026) found inconsistent with, additional to, or not addressed by, the Owners' Appendix A answers. For each item the Owners must write "CONFIRMED AS ACCURATE" or a specific written correction, and initial the row, before the Effective Date. Under "Disclosed Matters", any item not confirmed/corrected and countersigned before the Effective Date stays fully within the Article 5 indemnity.

Owner sign-off column omitted here — see the source Google Doc for the live confirm/correct + initial table.

Owners' certification: having reviewed each item above, the Owners confirm they have accurately confirmed or corrected it in the column provided, and that — subject to those confirmations/corrections — Appendix A and Appendix C together represent complete and accurate disclosure under Article 3.

Appendix D — Extract of Director's authority under the Articles of Association

Convenience summary only, as confirmed by the Owners in the Questionnaire (Appendix A). In any conflict with the Governing Documents, the Governing Documents prevail (Article 9).

• Signs independently: full representation of the Company in and out of court; ordinary-course contracts under Articles Art. 3 (lease, leasehold, land-rights transfers within KBLI 68111/68200, Land Rights Agreements with local residents); HR documents; opening/operating/closing bank accounts; day-to-day operations (Art. 12(1)–(2)).
• Needs Commissioner's consent: loans/borrowings in any form; pledging, encumbering, or mortgaging any asset (incl. HGB, Hak Pakai); loans to third parties and corporate guarantees; disposal of core assets outside the ordinary course; establishing/acquiring interests in other companies; changing the Company's core business activity (Art. 12(3)); the annual plan/budget before each year begins (Art. 17); share certificates (Art. 5.9).
• Needs RUPS consent: loans, pledging land, and changing the core business (double-key: Commissioner + RUPS); issuing new shares; amending the Articles; appointing/removing directors or commissioners; transferring shares to a non-shareholder (Art. 7.6); profit distribution; and, by statute (UU 40/2007 Art. 102), disposing of or pledging more than 50% of the Company's assets.
• Payment/contracting limits: any contract with a value above 2% of the issued capital (modal ditempatkan) requires prior approval — one commissioner or the Deputy President Director is enough. On top of that, structural control — any disbursement from the main revenue account requires two signatures (two-to-sign).
• Bank account access: Director opens/operates accounts; disbursements need maker (Director) + authorizer (Commissioner); one person cannot hold both roles for the same transaction (Art. 12(4)).
• Payment roles: initiator (maker) — Director; confirmer (authorizer) — Komisaris Utama and/or a designated commissioner.
• Hire/fire staff: yes, fully independently (Art. 12(2)(a)).
• Appoint contractors: yes, independently, as ordinary operations — unless the contract has a loan/guarantee/pledge element, which needs Commissioner/RUPS consent.
• Create subsidiaries/JVs/SPVs: no — needs Board of Commissioners' prior written consent (Art. 12(3)(e)).

Drafting notes

Not part of the executed Agreement — for Alex's use in finalising and negotiating the document. Delete before signature.

1. Prepared from the Owners' Questionnaire, the land due-diligence checklist, and the independent document audit (CVE_Audit_Report_2026-08-21.docx / CVE_Checklist_2026-08-21.xlsx). Not Indonesian legal advice. Before signature, have Indonesian-licensed counsel/PPAT review the whole document, in particular Articles 4, 5 and 11 — enforceability of the third-party stipulation under KUHPerdata Art. 1317, of an uncapped personal indemnity from individual shareholders, and of BANI arbitration for claims touching land title.
2. Complete all bracketed placeholders before signature: passport/KITAS numbers and addresses for all four Parties, the notarial deed number/date for the Appointment Deed once available, the Effective Date, and the number of arbitrators in Article 11.3.
3. Have the Owners complete Appendix C item-by-item — confirmed or specifically corrected, initialled — before signing. Anything left blank stays fully within the Article 5 indemnity.
4. The Appointment Deed (RUPS + notarial deed) is a separate, mandatory step this Agreement does not replace. Given Owner 1's term runs to ~4 January 2027, agree the sequencing and timing of that deed with the notary now, alongside this Agreement.
5. Assumes the Owners sign personally, in addition to the Company. If either Owner resists personal, uncapped, joint-and-several liability, fallback positions (descending order of protection): (i) keep joint and several but cap it to a multiple of the consideration Alex pays for his shares; (ii) move from joint-and-several to several liability in fixed 50/50 shares; (iii) require a bank guarantee or escrow from the Owners for a defined period instead of an open-ended personal covenant.

Vault notes (outside the source document)

• Alex's equity isn't in this document, by design. The 1% (80/8,040 shares) he receives at Closing is priced and conditioned entirely in share sale entry (par, Rp 200,000,000) and bound to this appointment via gms director appointment §3.4/§4; the real consideration actually paid ($40,000) is receipted in entry payment side letter — no repayment or re-transfer attaches to the shares (president director §8). Post-Closing the cap table is Alisa 49% / Dmitry 50% / Alex 1% — this Agreement's own "Owners" vs. "Incoming Director" framing (Parties, above) doesn't reflect that, since Alex gives no indemnity here and isn't an "Owner" for its purposes, even though he ends up a shareholder from the same Closing.
• Effective Date vs. Closing. This Agreement's Effective Date (Drafting Note 2) is a standalone placeholder, not explicitly pinned to the four-part Closing package in gms director appointment §4 (GMS resolution + share sale + register update + acceptance of office). Worth adding a clause tying them together, so Alex is never in office without the indemnity in force, or vice versa.
• president director.md §13 overlap. president director §13 ("Shield") independently states a softer, less formal disclosure/liability standard for the pre-appointment period. Article 6 here is deliberately strict (only Appendix A/B/C-confirmed items count as disclosed); §13's looser wording is worth narrowing to defer to this Agreement's definition, so the two don't offer competing standards for what counts as "disclosed".

Related

gms director appointment · share sale entry · president director · shareholders agreement · articles of association · notes: land rights audit · verification report · open questions