Share sale — entry stake (1%)
Share sale and purchase · PT. Cyber Valley Estate · draft heads for the notarial deed
One closing with gms director appointment.
This sale is the equity condition of appointing the buyer as President Director.
Buy → appoint. No buy → no appoint. Not two optional deals.
1. Parties
| Seller | Alisa Voinova |
| Buyer | Oleksandr Fedorov — President Director-designate under gms director appointment |
| Company | PT. Cyber Valley Estate — registers the transfer |
2. Object and price
| Shares | 80 shares of the Company (1% of 8,040) |
| Price | par — Rp 200,000,000 total (Rp 2,500,000 per share) |
| Basis | the agreed company valuation is the issued and fully paid capital — Rp 20,100,000,000 for 8,040 shares (articles of association Article 4), which is Rp 2,500,000 per share; the price equals that valuation exactly: 80 × Rp 2,500,000 = Rp 200,000,000 |
Option strike for the separate option pool remains USD 4,000,000 company valuation under president director §6 — different instrument, later sales from founders. The price of this transaction is Rp 200,000,000, being the full consideration at the agreed company valuation.
3. Condition package (cannot unglue)
| Condition for Buyer | GMS has adopted gms director appointment and appointment becomes effective only at Closing of this sale |
| Condition for Seller / Company | Buyer pays the price and accepts office as President Director at Closing |
| Failure | If either leg fails, neither share transfer nor appointment completes |
Same-day exchange is preferred: money, signed sale deed, signed GMS, acceptance of office, register update.
4. Completion deliveries
At Closing:
- Buyer pays Rp 200,000,000 to Seller (or as escrow instructs).
- Seller delivers executed share transfer / sale deed.
- Company updates the share register and issues certificate if used.
- Buyer delivers written acceptance of the office of President Director.
- Parties sign / reaffirm shareholders agreement accession if required for new shareholder.
5. After Closing
- Buyer is President Director and 1% shareholder.
- Further economics (options from founders, KPI ladder): president director.
- Transfer rules going forward: articles of association + shareholders agreement (ROFR, tag-along, consent list). No leaver buyout — shares stay with their holder: president director §8.
6. Signatories
| party | capacity |
|---|---|
| Alisa Voinova | seller |
| Oleksandr Fedorov | buyer / President Director at Closing |
| Company (Director/Commissioner as required) | registration |
Bahasa Indonesia prevails on the notarial deed if executed bilingually.