Purchase and Sale Agreement
THIS PURCHASE AGREEMENT (this "Agreement")
is made as of September 1, 2020, by and between
Vinvesto, Inc. a Delaware corporation ("Seller" or
"Manager"), and VV Markets, LLC, a Delaware series
limited liability company, (the "Buyer"), with respect to the
following:
A. Seller is in the process of purchasing certain
personal property, which is or will be strategically
chosen and sourced collectible wines (the
"Assets"). The Assets have been identified as
Six 750ml bottles of 2017 Xxxxxx Estate The
Maiden (Original Wooden Case)
Six 750ml bottles of 2017 Opus One (Original
Wooden Case)
Three 750ml bottles of 2010 Screaming Eagle
(Original Wooden Case)
Three 750ml bottles of 2015 Screaming Eagle
(Original Wooden Case)
Six 750ml bottles of 2016 Screaming Eagle
(Original Wooden Case)
B. The WineSearcher valuation of the Assets is
approximately $48,000.
C. Buyer is interested in acquiring the Assets on
the terms described in this Agreement for the
benefit of the holders of series limited liability
company membership interests (the "Series
Interests").
IN CONSIDERATION OF the premises and mutual
covenants contained in this Agreement, and for good and
valuable consideration, the parties, intending to be legally
bound, agree as follows:
1. Purchase and Sale of Assets. Subject to the conditions
set forth in this Agreement, Seller agrees to sell, transfer
and assign, and Buyer agrees to purchase, the Assets at
the price of $42.000 (the "Purchase Price"). Buyer shall
pay and deliver the Purchase Price following notice from
Seller that all of the Assets have been acquired and all
consideration for the Assets paid to the relevant third
parties by the Seller, and subject to the qualification by the
SEC of the Buyer's investment offering and the investment
of sufficient funds in that offering. Buyer and Seller agree
to take reasonable steps to confirm the method and time of
payment of the Purchase Price, including any information
that Buyer requires to initiate a wire transfer to Seller.
2. Possession and Delivery. Right to possession of the
Assets shall transfer to Buyer upon payment of the
Purchase Price. It is Seller's duty to ensure the Assets are
delivered to the Buyer or to Buyer's designated storage
facility in the same condition as when purchased by Seller.
3. Taxes. Seller will pay all personal property taxes
associated with ownership of the Assets and accrued for
the period of Seller's possession of the Assets, and,
subject to Seller's actual delivery of the Assets to Buyer
pursuant to Section 2 hereof, Buyer will pay all such
personal property taxes that accrue thereafter.
4. Seller Representations and Warranties. Seller
represents and warrants that: (i) it has or will have at the
time of transfer good and marketable title to the Assets and
full authority to sell the Assets; (ii) the Assets are sold free
and clear of all liens, indebtedness, or liabilities; and (iii)
the Assets are of actual quality, provenance, authenticity,
condition, and value as described or disclosed by Seller to
Buyer from time to time (collectively, the "Seller
Representations"). Buyer may request a Xxxx of Sale from
the Seller for the Assets.
5. Indemnification. Seller shall indemnify, defend and hold
Buyer and its affiliates, directors, officers, shareholders,
employees, attorneys, agents and other representatives
from and against any and all demands, claims, actions,
causes of action, proceedings, assessments, losses,
damages, liabilities, settlements, judgments, fines,
penalties, interest, costs and expenses (including fees and
disbursements of counsel), arising out of (i) any breach of
any representation, warranty or covenant of this
Agreement, and (ii) Seller's use of the Assets.
6. Miscellaneous.
6.1 Entire Agreement and Amendment. This
Agreement constitutes the entire understanding among the
parties with respect to the subject matter hereof, and
supersedes all negotiations, prior discussions or other
agreements, oral or written with respect to its subject
matter. This Agreement may only be amended or modified
by the written agreement of the parties.
6.2 Termination. Buyer may terminate this
Agreement at any time prior to taking actual possession of
the Assets pursuant to Section 2 hereof. In the event that
Buyer terminates this Agreement for any reason other than
Seller's breach of the Seller Representations, Buyer's
obligations hereunder and any liabilities to Seller shall
terminate effective immediately. In the event that Buyer
terminates this Agreement in connection with Seller's
breach of the Seller Representations, Buyer's obligations
hereunder and any liabilities to Seller shall terminate
effective immediately and Seller shall promptly return to
Buyer any consideration delivered to Seller in connection
with this Agreement.
6.3 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the Commonwealth of Virginia, without giving effect to the
conflict of laws principles thereof. The parties agree that
any action brought by either party under or in relation to
this Agreement, including without limitation to interpret or
enforce any provision of this Agreement, shall be brought
in, and each party agrees to and does hereby submit to the
jurisdiction and venue of, any state or federal court located
in the City of Richmond, Virginia.
6.4 Fees and Costs. Each party shall bear its own
attorneys' fees and expenses in connection with the
negotiation, preparation and consummation of this
Agreement.
6.5 Assignment. Buyer shall have the right to
assign any of its rights or obligations under this Agreement
to any affiliate or third party without Seller's prior written
consent. Seller shall not have the right to assign any of its
rights or obligations under this Agreement without Buyer's
prior written consent. This Agreement shall be binding
upon and inure to the benefit of the parties and their
permitted successors and assigns.
6.6 Notices. All notices to be given by any party to
this Agreement to the other party shall be in writing, and
shall be (i) sent by email transmission; (ii) mailed by USPS
Certified Mail; or (ii) personally delivered, at the addresses
set forth on the signature pages hereof (or at such other
address for a party as specified by like notice) and shall be
deemed given when received if sent by email transmission
or personally delivered, or if mailed as provided herein, on
the second business day after it is so placed in the mail.
Any party at any time may give notice to the other party of
a different address other than that set forth herein in
accordance with the provisions of this Section.
6.7 Survival of Obligations. All representations and
warranties of the parties set forth in this Agreement shall
survive termination of this Agreement unless expressly
waived by the parties hereof.
6.8 Counterparts. This Agreement may be
executed in counterparts. Duly acknowledged facsimile
signatures shall be deemed as originals.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be fully executed as of the day
and year first above written.
Seller:
VINVESTO, INC.
By: __/s/ Xxxxxxxx King_______
Name: Xxxxxxxx Xxxx
Title: CEO
Buyer:
VV Markets, LLC
By: __/s/ Xxxxxxxx King_______
Name: Xxxxxxxx Xxxx
Title: CEO of Managing Member, Vinvesto, Inc.
