EX1A-6 MAT CTRCT 6 vvml_ex6z96.htm VV-LBB22 PURCHASE AGREEMENT

Purchase Agreement

 

As of July 13, 2023,

 

This exclusive purchase agreement (the “Purchase Agreement”) is made between VV Markets, LLC (“Purchaser” or “us”) and Vinvesto, Inc. (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).

 

Key Deal Points

-The purchaser shall pay and deliver the purchase price following notice from the 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 Purchaser’s investment offering and the investment of sufficient funds in that offering. 

-The Purchaser and Seller agree to take reasonable steps to confirm the method and time of payment of the Purchase Price, including any information that the Purchaser requires to initiate a wire transfer to the Seller. 

-We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below.  

Your Rights and Obligations

-You have the ability to supply the Assets listed in the Asset Table. 

-Upon trade settlement, you will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement.  

-You will provide us with reasonable access to the Asset(s) for the creation of marketing materials.  Marketing materials remain our property.  

-Right to possession of the Assets shall transfer to the Purchaser upon payment of the Purchase Price. It is the Seller’s duty to ensure the Assets are delivered to the Purchaser or to the Purchaser’s designated storage facility in the same condition as when purchased by the Seller. 

-Upon the completion of the offering, you will continue to store, maintain, and insure the assets, in exchange for the payment of storage fees. 

The Results:

-Upon the successful completion of the relevant offering through the Vint platform, you will receive payment of the Consideration for the associated Asset, as outlined below, and we will assume title in, and take possession of, the Asset(s), unless otherwise mutually agreed by you and us. 

Other:

-This Purchase Agreement may be modified or amended only with the prior written consent of both Purchaser and Seller.  


 

Asset Table

 

Left Bank 2022 En Primeur Collection

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

Beychevelle

2022

6

0.43%

Branaire Ducru

2022

12

0.51%

Branaire Ducru

2022

36

1.53%

Branaire Ducru

2022

24

1.02%

Branaire Ducru

2022

24

1.02%

Brane Cantenac

2022

6

0.39%

Brane Cantenac

2022

12

0.77%

Calon Segur

2022

6

0.66%

Calon Segur

2022

24

2.63%

Cantenac Brown

2022

12

0.52%

Cantenac Brown

2022

12

0.52%

Cantenac Brown

2022

12

0.52%

Carmes Haut Brion

2022

6

0.70%

Carmes Haut Brion

2022

12

1.39%

Carmes Haut Brion

2022

12

1.39%

Carmes Haut Brion

2022

12

1.39%

Carruades de Lafite

2022

18

3.48%

Carruades de Lafite

2022

6

1.16%

Chapelle La Mission Haut Brion

2022

6

0.42%

Clarence Haut Brion

2022

12

1.70%

Cos d"Estournel

2022

12

2.39%

Cos d"Estournel

2022

12

2.39%

Cos d"Estournel

2022

12

2.39%

D'Armailhac

2022

12

0.51%

Domaine de Chevalier

2022

12

0.71%

Domaine de Chevalier

2022

12

0.71%

Domaine de Chevalier

2022

12

0.71%

Ducru Beaucaillou

2022

12

2.39%

Ducru Beaucaillou

2022

12

2.39%

Ducru Beaucaillou

2022

12

2.39%

Duhart Milon

2022

24

1.54%

Duhart Milon

2022

6

0.39%

Grand Puy Lacoste

2022

12

0.76%

Haut Bailly

2022

24

3.09%

Issan

2022

24

1.31%

Issan

2022

24

1.31%

La Mission Haut Brion

2022

12

3.40%

La Mission Haut Brion

2022

12

3.40%

La Mission Haut Brion

2022

6

1.70%

Lagrange

2022

24

1.02%

Lagrange

2022

36

1.53%

Leoville Barton

2022

12

0.83%

Leoville Las Cases

2022

3

0.84%

Leoville Las Cases

2022

3

0.84%

Leoville Poyferre

2022

12

1.08%


Leoville Poyferre

2022

12

1.08%

Leoville Poyferre

2022

12

1.08%

Lynch Bages

2022

12

1.36%

Leoville Las Cases

2022

6

1.48%

Lynch Bages

2022

24

2.72%

Lynch Bages

2022

24

2.72%

Lynch Bages

2022

12

1.36%

Montrose

2022

12

1.85%

Montrose

2022

12

1.85%

Montrose

2022

6

0.93%

Palmer

2022

6

1.90%

Palmer

2022

6

1.90%

Pape Clement

2022

24

1.61%

Pape Clement

2022

24

1.61%

Pape Clement

2022

12

0.80%

Pavillon Rouge

2022

3

0.51%

Pichon Baron

2022

12

1.73%

Pichon Lalande

2022

12

2.19%

Pichon Lalande

2022

12

2.19%

Pichon Lalande

2022

12

2.19%

Pontet Canet

2022

6

0.58%

Pontet Canet

2022

12

1.16%

Pontet Canet

2022

24

2.32%

Smith Haut Lafitte

2022

6

0.73%

 

 

Description:

Left Bank 2022 En Primeur Collection

Total Acquisition Cost:

$101,623.13

Consideration:

Cash (%)

Equity (%)

Total

 

$101,623.13 (100%)

               (0%)

$101,623.13

Other Terms:

 

 

 

Acknowledged and Agreed:

 

/s/Nicholas King

 

/s/Nicholas King

 

 

 

VV Markets, LLC

 

Vinvesto, Inc.

Name: Nicholas King

 

Name: Nicholas King

Title: Managing Member

 

Title: CEO


 

Exhibit A – Purchase Orders, Receipts, and other Agreements for Purchase of Assets

 

This Exhibit A, titled "Purchase Orders, Receipts, and other Agreements for Purchase of Assets," forms an integral part of the Purchase Agreement entered into between the parties (the Manager and the Initial Asset Seller). This exhibit includes sales agreements between the parties, outlines the details regarding the shipping of assets, absence of discounts, and the requirement for assets to match any sales agreements.

 

1. Shipping of Assets: Upon completion of the sale, the assets purchased shall be promptly shipped to a partner storage facility designated by the Manager. The Manager’s partner facilities includes, but is not limited to London City Bond, Octavian, Domaine, and Farr Vintners. The Manager will coordinate with the initial asset seller to facilitate shipping.

 

2. Match with Sales Agreements: It is a condition of this Agreement that the assets acquired by the Manager must correspond to the description and specifications as set forth in any relevant sales agreements, purchase orders, receipts, or other supporting documentation.

 

This Exhibit A is incorporated into the Agreement and shall be binding upon the parties hereto as if fully set forth therein. Attached in this exhibit are all agreements representing the sale of the Assets to the Manager.