President Director — PT Cyber Valley Estate
Offer / agreement (one text). Draft for discussion until signed.
No separate economics annex, no open-items sheet, no long legal novel.
Company. PT Cyber Valley Estate (PMA).
Mandate. President Director (PD below — per GMS the office is President Director; there is no PD title) who grows a network of cities in Indonesia, starting from ~37 ha on Sanghyang (Bali): Bali North Star / Cyber Valley — nature × technology; mountain tourism + quality of life as tech hub.
Job in one line. Capitalise the structure and decentralise ownership so founders (DS + AV) residual ≈ 10%, with blocks in Indonesian hands, foreign hands (Cyberia holding), and residual for founders + PD — without wrecking valuation.
0. Entry — appointment and 1% are one deal
Cannot unglue:
| leg | instrument |
|---|---|
| Buy 1% (80 shares) at par from founder | share sale entry |
| Appoint as President Director | gms director appointment |
Closing rule: buy completes ↔ appointment takes effect.
No completed purchase → no President Director. No appointment → sale does not complete.
Same-day package with shareholders agreement accession as needed; the price actually paid for the entry stake is receipted in the entry payment side letter.
This page is how the PD works and is paid in options + ladder after entry. Entry itself is GMS + share sale.
1. Role
| Strategic | Direction, capitalisation, city network, investors |
| Operational | Day-to-day CVE inside dual-account and commissioner rules below |
Success metric. Sales of DS + AV founder equity on the ladder in §7. No other KPI stack.
Monthly salary is set by the revenue ladder in §9 — formulaic, no monthly proposal cycle.
2. Dual accounts
| account | purpose |
|---|---|
| Strategic | All incoming revenue; strategic reserve |
| Operational | Day-to-day spend (payroll, suppliers, ops) |
Revenue lands on strategic only. No silent mixing.
3. Strategic gate (monthly)
Once per month (or written circular):
- PD tables proposals (props) for strategic spend and material decisions
- Approval by one commissioner or the Deputy President Director is enough
- Ops inside the approved monthly envelope needs no commissioner each time
4. Ops funding (monthly)
- One transfer strategic → operational per month
- Amount = envelope from the §3 pack
- Overspend / new lines → back to §3
5. Land and credit — hard limits
| rule | |
|---|---|
| HGB — board only | Any HGB grant, transfer or disposal goes only through the board — approval required at any price, market or not |
| Leasehold — PD's course | Hak sewa (leasehold) is the PD's ordinary business — no approval needed, except below market deals, which require approval |
| Market floor | USD 3,000 / are (sotka) — under this = below market unless approved |
| Contracts above 2% | Any contract with a value above 2% of the issued capital (modal ditempatkan) requires approval |
| No mortgage | PD cannot pledge or mortgage Company (or controlled SPV) real estate for loans |
| Approval quorum | for every approval this document requires: one commissioner or the Deputy President Director is enough |
6. Options — up to 10% at $4M (sale from founders only)
| Strike basis | Company valuation USD 4,000,000 (1% ≈ USD 40,000) |
| Pool | up to 10% of the company |
| Tranche A | 5% · exercise within 2 years of start |
| Tranche B | 5% · exercise within 7 years of start |
| Independence | Tranches are independent — missing the Tranche A window does not forfeit or block Tranche B |
| Rescheduling | Either window may be extended or shortened by written mutual consent of PD and founders |
| Source | only sale/transfer from founders — no new share issue for this package. Option shares count against the cumulative total on the §7 ladder, so the founders' ~10% residual is measured after both the ladder and this package |
| ROFR | Transfers of option shares under this §6 follow shareholders agreement Article 1: the other Shareholders have a 3 (three) day window to take up the shares first; once it passes unexercised, the transfer to the PD proceeds |
Options ≠ KPI ladder (§7). Personal upside for the chair; shares come from founders’ holdings, not dilution by print.
7. KPI ladder — DS + AV → ~10% founders · company → $1B
The deal in one line: the President Director receives 10% of every founder-share sale closed on this ladder — in equity, step by step, up to ~8.9% cumulative at the top.
The ladder tracks one thing: founders (DS + AV) selling down to a ~10% residual at ever-higher valuations, up to a $1B company. Nothing else counts as success.
What counts as a step
| counts | does not count |
|---|---|
| sale/transfer of DS + AV equity at a real, third-party price | free print of other share classes |
| cash and valuation on those sales | cash-out theatre without a third-party price |
| a capital raise that does not move DS/AV equity |
How every step splits
Each step of equity leaves the founders as one package:
| slice | who | what for |
|---|---|---|
| 10% × step | PD, in equity | his fee for closing the step — the "10% of the sale" |
| 90% × step | buyers | cash to founders: 0.90 × step × val |
Two special cases:
- Seed (1% @ $4M) — the PD's own entry purchase, not a ladder sale: no 10% fee, cash =
1% × val - First ladder step — 1% → 10% cumulative @ $10M: the PD's fee starts here (0.90%)
Paid per deal, not per threshold. The fee settles at each closing: every qualifying sale transfers 10% of the equity sold to the PD at that same closing, pro-rata within the step. The ladder rows set the valuation floor that prices each band — they are not gates the fee waits for.
Where the equity ends up
| block | holder |
|---|---|
| package 1 | Indonesian holders |
| package 2 | foreign / Cyberia holding |
| residual ~10% | founders |
| ladder ~8.9% + options ≤10% @ $4M (§6) | PD — both come out of the ~90% of the company that leaves the founders, never on top of it |
The ladder
| sold cum. | step | val (USD) | PD step | PD cum. | cash step (USD) |
|---|---|---|---|---|---|
| 1% | 1% | 4,000,000 | — | 0% | 40,000 |
| 10% | 9% | 10,000,000 | 0.90% | 0.90% | 810,000 |
| 20% | 10% | 18,000,000 | 1.00% | 1.90% | 1,620,000 |
| 30% | 10% | 30,000,000 | 1.00% | 2.90% | 2,700,000 |
| 40% | 10% | 50,000,000 | 1.00% | 3.90% | 4,500,000 |
| 50% | 10% | 90,000,000 | 1.00% | 4.90% | 8,100,000 |
| 60% | 10% | 160,000,000 | 1.00% | 5.90% | 14,400,000 |
| 70% | 10% | 280,000,000 | 1.00% | 6.90% | 25,200,000 |
| 80% | 10% | 500,000,000 | 1.00% | 7.90% | 45,000,000 |
| 90% | 10% | 1,000,000,000 | 1.00% | 8.90% | 90,000,000 |
Two mechanics:
- a sale below the valuation floor does not count as a step, unless the founders waive the floor in writing
- between rows, the valuation floor is log-interpolated
8. Exit
Shares held by the PD are ordinary shares under the articles of association and the shareholders agreement — ROFR and tag-along apply to any sale, the same as for every shareholder.
| trigger | rule |
|---|---|
| Removal from Director office (by resolution of the shareholders) | Removal takes effect immediately and ends the office — nothing more. No buyout, no buyback: every share the PD owns — the entry stake, exercised option shares, ladder equity — stays his, as ordinary shares under the rules above. Cause of removal changes nothing. |
| PD's own decision to leave | Same treatment: he keeps everything he owns, and may hold the shares and receive dividends, or sell — founders and other shareholders first under the ROFR, then third parties. |
| Unexercised options | Lapse on departure, however it comes. Exercised options are shares already, and stay. |
| Commissions & fees | Survive departure per §18, on their own terms. |
9. Monthly salary — revenue ladder
Salary follows cumulative revenue actually received by the Company since the PD's appointment. A ladder, not a discretionary number:
| cumulative revenue since appointment | monthly salary |
|---|---|
| below $100k | — |
| $100k reached | $2,000 |
| $500k reached | $5,000 |
| $2M reached (~sinwood sales done) | $10,000 |
| Base | revenue = amounts actually received by the Company — the same doctrine as every fee in this document |
| Step | the salary steps up in the month a milestone is crossed and never steps down |
| Floor | Company accounts must hold no less than USD 10,000 after the salary is paid — reduced or skipped if paying in full would breach that floor |
| Interaction with §1 | this ladder is the number behind the "ops-proposal" fixed salary referenced there — with the ladder in place, no monthly proposal cycle is needed |
| Payable | from the operational account (§2), once per month |
| Reporting | operational-account actuals for the closed month, the milestone standing, and this salary — at the moonly shareholders meeting under shareholders agreement Article 4 Cadence |
10. Other remuneration — commissions & asset management
Cash economics of the role beyond the §9 salary — one page, no separate annex. Survival on departure per §18.
"Management company" — in 10.3 below, any entity the PD participates in that delivers on-site management of the estate's assets. Fees earned by such a company under the property management offer belong to that company on the offer's terms.
10.1 Land-deal closing commission
Only for deals the PD closes himself. The PD is entitled to participate in the estate-wide leasehold referrals program on the same terms as any other referrer — 10% of amounts the Company actually receives, never the contract sum — and holds no exclusivity: the program stays open to everyone, with no priority and no territory attached to the role. Payable on each receipt into the strategic account (§2).
10.2 Investment-raise fee
| Trigger | capital invested into the Company, sourced or introduced by the PD |
| Fee | 5% of the amount actually invested and received by the Company, payable to the PD |
| Scope | cash fee on capital introduction only — does not touch the cap table or the §7 KPI ladder |
| Payable | on receipt of funds |
10.3 Asset management
The PD is entitled to participate in companies that manage the estate's assets — on the same footing as any other bidder. Management companies are appointed by open tender, with no exclusivity attached to the role; deep-infrastructure tenders (energy, water, data, computing, robotics) follow the same rule. First two years from the PD's appointment: a tender is not obligatory — operators may be appointed directly, to simplify and speed up development; the open-tender rule binds after that. The current offer — carrot house, banya, soft, satoshi and glamping at 30% of revenue actually received — is published at property management.
10.4 Common mechanics
| Currency | whichever currency the funds are actually received in by the Company; payable on receipt |
| Survival | confirmed by §18 — payable in full for any deal signed before the departure date, or any deal actively being worked at the time of departure, regardless of when the money actually arrives |
| Reporting | listed monthly in the §3 strategic-gate pack for visibility; no commissioner approval needed to pay out — this is a contractual entitlement, not discretionary spend |
Still not in this deal: DevelopmentCo menus, sub-project referral stacks, multi-page indemnification.
11. Acceptance
Signed at Desa Gesing, Kecamatan Banjar, Kabupaten Buleleng, Bali, on ______________ 2026.
The Company is represented by the President Commissioner, the President Director being the counterparty to this document. Each person signs in every capacity stated against their name.
| Name | Position | Signs as | Signature and date |
|---|---|---|---|
| DMITRY STARODUBTSEV | President Commissioner | for and on behalf of PT CYBER VALLEY ESTATE; as holder of the approval right under §3 and §5; and in his own name as Founder and seller of shares under §6 and §7 | |
| ALISA VOINOVA | Deputy President Director | as holder of the approval right under §3 and §5; and in her own name as Founder and seller of shares under §6 and §7 | |
| OLEKSANDR FEDOROV | President Director | accepting the offer set out in this document |
Draft until signed.
12. Law & disputes
| Governing law | Republic of Indonesia — same as articles of association and shareholders agreement |
| Disputes | Good-faith negotiation first; unresolved after 30 days → arbitration under BANI rules, seat Bali, in English, and the Denpasar District Court (Pengadilan Negeri Denpasar) for enforcement of the award and for interim relief |
13. Pre-appointment liability
| Shield | PD bears no contractual liability to the Company or Shareholders for acts, obligations, breaches or facts arising before the date of appointment, unless PD personally participated in them |
| Basis | Company and Shareholders confirm disclosure to PD of all known material debts, contracts (incl. MoUs, side letters, material oral arrangements), guarantees, judicial/administrative proceedings, tax exposure, land encumbrances, related-party arrangements and other liabilities as of the appointment date |
14. Legal defence — narrow indemnification
| Scope | Company advances PD's reasonable legal defence costs, and indemnifies PD, for third-party claims (incl. tax penalties/interest) traceable to (a) facts pre-dating appointment, (b) inaccuracy of the §13 disclosure, or (c) an error or omission by the Company's appointed accountant/tax adviser where PD relied on them in good faith with no actual knowledge of the error — to the extent permitted by Indonesian law, save for PD's own fraud, wilful misconduct or gross negligence |
| Advance, not reimbursement | Costs are advanced as incurred, not repaid after the fact |
| Carve-out from §10 | Narrows, not reopens, §10's residual exclusion of "multi-page indemnification" — a single-purpose defence-cost clause, not general indemnity for PD's own acts in office |
15. Right to refuse
| Refusal | PD may decline to execute any instruction or sign any transaction that shows reasonable signs of illegality, lack of required corporate authority, or unjustified personal-liability risk to PD |
| Documentation | Material shareholder instructions outside ordinary operations must be given in writing |
16. Anti-circumvention
| Prohibited | Unjustified dilution of PD's stake; artificial suppression of company value ahead of termination; below-market transfer of land, projects or other assets to related parties; manufactured debt or obligations — any act aimed at defeating PD's economic rights under this page |
| Remedy | Value for §6 options and §7 ladder is computed as if the prohibited act had not occurred |
17. Change of control
| Trigger | Sale of the Company, or of a controlling stake, to a third party. Sales of land, plots or individual projects are the Company's ordinary business and are not a change of control |
| PD rights | Tag-along already applies as an ordinary shareholder (shareholders agreement Art. 2); unvested §6 options accelerate to fully vested; unbanked §7 ladder steps in progress at signing are paid out at the transaction valuation |
18. Survival after departure
| Survival | §13 shield and §14 defence-cost advance continue after PD's departure, for the periods they cover, regardless of when a claim is brought |
| Acts in office | Extends to PD's good-faith acts within authority under §15 while in office, on the same defence-cost-advance basis as §14 |
| D&O cover | Company maintains directors & officers insurance naming PD, continuing for a tail period after departure |
| Commissions & referral fees | Land commission grids, investment-raise / capital-introduction %, and any other commission under §10 survive removal or departure in full, regardless of cause — payable on their own terms for any deal signed before the date of departure, or any deal actively being worked at the time of departure, whenever the money actually arrives. Removal from Director office does not reduce, delay beyond their own terms, or extinguish these amounts. |