Entry payment — side letter between Voinova and Fedorov
Private agreement between two individuals · not a corporate document · not filed with any authority · draft
Companion to share sale entry (the notarial deed). This letter records the payment actually made between the parties for the entry stake — a receipt fixing the real price behind the deed's recital. Nothing attaches to the shares themselves: they are the Buyer's outright, and no repayment or re-transfer arises on any exit (president director §8 — no buyout, no buyback).
Operative text
SIDE LETTER — ENTRY PAYMENT RECEIPT
This letter is made on __________ between:
ALISA VOINOVA, Russian citizen, holder of Russian passport No. 757428208, residing in Russia (the "Seller"); and
OLEKSANDR FEDOROV, Ukrainian citizen, holder of Ukrainian passport No. FY773280, residing in Ukraine (the "Buyer").
1. Receipt of payment. The Seller acknowledges having received from the Buyer the sum of USD 40,000 (forty thousand United States dollars) as the consideration agreed between the parties personally for 80 (eighty) shares in PT. CYBER VALLEY ESTATE, being 1% of the issued capital of 8,040 shares (the "Entry Shares"). This letter is a valid receipt for that sum.
2. Relationship to the notarial deed. The number of Entry Shares is the number stated in the notarial deed — 80 (eighty) shares. This letter governs the price: the sum in paragraph 1 is the amount actually paid between the parties for those shares, and it is full and final — nothing further is owed by either party for the Entry Shares, and no repayment or re-transfer obligation attaches to them, whatever office the Buyer later holds or leaves.
3. Scope. This letter covers the Entry Shares only. Shares acquired by the Buyer under the option package in president director §6, and equity earned under the KPI ladder in president director §7, are outside this letter and are governed by their own terms.
4. Confidentiality. The parties keep the terms of this letter confidential, save where disclosure is required by law or by a competent authority.
5. Governing law and disputes. This letter is governed by the laws of the Republic of Indonesia. Disputes are settled by good-faith negotiation and, failing agreement within 30 days, by arbitration under BANI rules, seat Bali, in English.
6. Counterparts. This letter may be signed in counterparts, each of which is an original, together forming one instrument.
ALISA VOINOVA __________________ OLEKSANDR FEDOROV __________________
Parties to this letter
Signed by Alisa Voinova and Oleksandr Fedorov only. Dmitry Starodubtsev is not a party; his signature belongs on the preemption waiver letter, Form B, waiving the ROFR over the Entry Shares.