0001822911-20-000001.txt : 20210524 0001822911-20-000001.hdr.sgml : 20210524 20200828182520 ACCESSION NUMBER: 0001822911-20-000001 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20200831 DATE AS OF CHANGE: 20210426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VV Markets LLC CENTRAL INDEX KEY: 0001822911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 851602921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11306 FILM NUMBER: 201149188 BUSINESS ADDRESS: STREET 1: 2800 PATTERSON AVENUE CITY: RICHMOND STATE: VA ZIP: 23221 BUSINESS PHONE: 8048337974 MAIL ADDRESS: STREET 1: 2800 PATTERSON AVENUE CITY: RICHMOND STATE: VA ZIP: 23221 1-A 1 primary_doc.xml 1-A LIVE 0001822911 XXXXXXXX true false VV Markets LLC DE 2020 0001822911 6799 85-1602921 2 0 2800 Patterson Avenue Richmond VA 23221 8048337974 Christopher E. Gatewood Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Artesian CPA, LLC series LLC units 0 0 0 true true true Tier2 Audited Equity (common or preferred stock) N Y Y Y N N 1200 0 50.0000 60000.00 0.00 0.00 0.00 60000.00 Artesian CPA, LLC 5500.00 Threshold Counsel, PC 20000.00 Christopher E. Gatewood, chris@threshold.cc true false AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 true PART II AND III 4 VVMPreOffCirc0828202.txt PRELIMINARY OFFERING CIRCULAR DATED August 28, 2020 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained. Offering Circular VV Markets LLC 2800 Patterson Ave Ste. 300 Richmond, VA, 23221 (804) 833-9774 Date of This Offering Circular: August 28, 2020 Securities Offered: Series LLC Membership Interests, see page 52 below, ?Description of Interests? Price per Unit to the public, total minimum and total maximum of each series all to be determined 1 No Underwriters, Underwriting Discounts, or Commissions 2 No Proceeds to Other Persons, all Proceeds to Issuer See RISK FACTORS, below, including from page 9 to 27 The approximate date of commencement of proposed sale to the public is upon qualification of this offering circular, estimated to be January 1, 2021 Issuer is circulating a preliminary offering circular and intends to rely on Rule 253(b). A bona fide estimate of the range of the maximum offering price and the maximum number of securities offered is $40 to $80 per membership unit and 1,000 to 2,000 units. 1 The Company currently does not have a broker-dealer but may engage one at a future date. If the Company does engage a broker-dealer, this Offering Circular will be updated accordingly with the terms of the agreement between the broker-dealer and the Company. 2 No underwriter has been engaged in connection with the Offering. We intend to distribute the Series Interests and any other series of membership interests principally through the VinVesto Platform as described in greater detail under ?Plan of Distribution and Subscription Procedure?. Table of Contents Cautionary Statement Regarding Forward Looking Statements 3 Offering Summary 4 Offering Size 5 Escrow 5 Offering Period 5 Additional Investors 6 Use Of Proceeds 6 Asset Cost Of The Series 6 Operating Expenses 7 Distribution Rights 8 Fiduciary Duties 8 Indemnification 8 Transfers 9 Risk Factors 9 Risks Related To The Structure, Operation And Performance Of Our Company 10 Risks Related To The Offering 18 Risks Specific To The Fine Wine Industry 19 Risks Relating To The Underlying Asset 21 Risks Related To Ownership Of Our Interests 24 Potential Conflicts Of Interest 27 Notice Regarding Agreement To Arbitrate 29 Dilution 29 Description Of Series Asset 31 Market Assessment 32 History 32 Depreciation 32 Insurance 32 Storage 32 Depreciation 32 Management?s Discussion And Analysis Of Financial Condition And Results Of Operation 32 Operating Results 33 Liquidity And Capital Resources 33 Plan Of Operations 33 Plan Of Distribution And Subscription Procedure 34 Plan Of Distribution 34 Private Offerings 35 Investor Suitability Standards 35 Minimum And Maximum Investment 36 Escrow Agent 36 Fees And Expenses 37 Additional Information Regarding This Offering Circular 37 How To Subscribe 38 Description Of The Business 39 Business Of The Company 40 Manager 40 Advisory Board 41 Operating Expenses 41 Indemnification Of The Manager 42 Description Of The Series Agreement 42 Management Fee 43 Asset Selection 43 Asset Acquisition 44 Asset Liquidity 45 Facilities 45 Government Regulation 45 Legal Proceedings 45 Allocations Of Expenses 45 Market Opportunity 47 Management 47 Responsibilities Of The Manager ? 48 Executive Officers, Directors And Key Employees Of The Manager 50 Advisory Board 50 Responsibilities Of The Advisory Board 50 Compensation Of The Advisory Board 51 Members Of The Advisory Board 51 Compensation 51 Principal Interest Holders 52 Securities Being Offered 52 Description Of Interests 52 Further Issuance Of Interests 54 Distribution Rights 54 No Redemption Provisions 55 No Registration Rights 55 Limited Voting Rights 55 Liquidation Rights 56 Transfer Restrictions 57 Agreement To Be Bound By The Operating Agreement; Power Of Attorney 58 Duties Of Officers 58 Books And Reports 58 Exclusive Jurisdiction 58 Waiver Of Right To Trial By Jury 59 Listing 59 Material United States Tax Considerations 59 Taxation Of Distributions To Investors 60 Taxation Of Dispositions Of Interests 61 Backup Withholding And Information Reporting 61 Where To Find Additional Information 61 VV Markets LLC, a Delaware Series Limited Liability Company (?we,? ?us,? ?our,? ?VV Markets? or the ?Company?) is offering (the ?Offering?) Series membership interests in the Company (the ?Series Interests?, the ?Series? or the ?Interests?) on a best efforts basis. Sale of the Interests will begin upon qualification of this Offering Circular to qualified purchasers (a purchaser of the Interests shall be deemed an ?Investor? or ?Interest Holder?). The initial closing (?Closing?) of the offering of the Series Interests will occur on the earliest to occur of (i) the date subscriptions for the Maximum Interests have been accepted or (ii) a date determined by the Manager (defined below) in its sole discretion, provided that subscriptions for the Minimum Series Interests have been accepted. If Closing has not occurred, the Offering shall be terminated upon (i) the date which is one year from the date this Offering Circular is qualified by the U.S. Securities and Exchange Commission (the ?Commission?) which period may be extended by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the offering in its sole discretion. No securities are being offered by existing security-holders. This Offering is being conducted under Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Series Interests in any state where it is unlawful to do so. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Investor. See ?Plan of Distribution? and ?Description of Securities Offered? for additional information. Cautionary Statement Regarding Forward Looking Statements The information contained in this Offering Circular includes some statements that are not historical and that are considered ?forward- looking statements.? Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of the Company, the Manager, each series of the Company and the VinVesto Platform (defined below); and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward- looking statements express the Manager?s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words ?anticipates?, ?believes?, ?continue?, ?could?, ?estimates?, ?expects?, ?intends?, ?may?, ?might?, ?plans?, ?possible?, ?potential?, ?predicts?, ?projects?, ?seeks?, ?should?, ?will?, ?would? and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the VinVesto Platform will be as currently anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading ?Risk Factors.? Should one or more of these risks or uncertainties materialize, or should any of the parties? assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward- looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Offering Summary The following summary is qualified in its entirety by the more detailed information appearing elsewhere herein and in the Exhibits hereto. You should read the entire Offering Circular and carefully consider, among other things, the matters set forth in the section captioned ?Risk Factors.? You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in the Interests. All references in this Offering Circular to ?$? or ?dollars? are to United States dollars. The Company: The Company is VV Markets, LLC, a Delaware Series Limited Liability Company formed June 16th, 2020. Overview: Investing in fine wine has serious barriers to entry such as the need for a large initial investment for proper diversification, storage challenges, logistical challenges, lack of industry expertise, and tremendous market inefficiencies. Today, those who are passionate about wine are limited to investing through a wine broker, hiring a wine manager, or self-directed investing. The current investment options do not address all of these challenges and barriers. The Company removes these challenges, allowing everyday investor can access the investment benefits of fine wine. The Company will allow investors to invest in fine wine collections comprised of wines produced all over the world. The primary fine wine regions include Bordeaux, Burgundy, Italy, Australia, USA, and some emerging market countries. The Company will work with industry leaders for each offering, to provide diversification in its wine collections. By consulting with experts the Company attempts to acquire top of the line wines with strong future appreciation prospects. The Company handles logistics, storage, and insurance with reputable partners that have a long history of success in the industry. The Company aims to provide any investor the ability to invest in the best wines from all over the world. Underlying Asset: The Series Asset will be a collection of wines. The wines include a variety of wine vintages. It is not anticipated that the Series would own any assets other than selected wines, plus cash reserves for storage, insurance, and other expenses related to each Series and amounts earned each Series. See ?Description of the ?Series ? for further details. Securities Offered: Investors will acquire membership interests of a Delaware Series LLC of the Company, which will hold each collection of wine assets. See the ?Description of Interests? section for further details. The Interests will be non-voting except with respect to certain matters set forth in the Limited Liability Company Agreement of the Company (the ?Operating Agreement?). The purchase of membership interests in Series of the Company is an investment only in that Series and not an investment in the Company as a whole. Investors: Each investor must be a ?qualified purchaser?. See ?Plan of Distribution and Subscription Procedure ? Investor Suitability Standards? for further details. The Manager may, in its sole discretion, decline to admit any prospective Investor, or accept only a portion of such Investor?s subscription, regardless of whether such person is a ?qualified purchaser?. Furthermore, the Manager anticipates only accepting subscriptions from prospective Investors located in states where the Broker is registered. Manager: VinVesto, Inc, a Delaware corporation is the manager of the Company and the Series Interests. VinVesto, Inc is developing a web-based (desktop & mobile) platform using proprietary and licensed technologies, called VinVesto (the VinVesto platform and any successor platform used by the Company for the offer and sale of interests, the ?VinVesto Platform?) through which the Series Interests and other series interests are sold. The Manager will, together with its affiliates, own a minimum of 0.5% and up to a maximum of 10% of the Series upon the Closing of the Offering. However, the Manager may sell some or all of the Interests acquired pursuant to this Offering Statement from time to time after the Closing of this Offering. Advisory Board: The Manager intends to assemble an expert network of advisors with experience in our industries (an ?Advisory Board?) to assist the Manager in sourcing, validating, and managing fine wines. Broker: The Company has not engaged the services of a broker-dealer as of the date of this Offering Circular. At some time in the future, the Company may elect to engage such a broker-dealer and will update the Offering Circular, accordingly. Minimum & Maximum Interest Purchase: The minimum subscription by an Investor is one (1) Interest in the Series and the maximum subscription by any Investor is for Interests representing 10% of the total Interests in the Series, although such maximum thresholds may be waived by the Manager in its sole discretion. The Purchase Price will be payable in cash at the time of subscription. Offering Size: The Company will define a minimum and a maximum number of Series Interests for each series, pursuant to this Offering (of which the Manager must own a minimum of 0.5% and may own a maximum of 10% at the Closing, but which the Manager may sell at any time after the Closing). Escrow Agent: North Capital Private Securities, a Pennsylvania banking corporation Escrow: The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest bearing escrow account with the Escrow Agent and will not be commingled with the operating account of the Series, until if and when there is a Closing with respect to that Investor. When the Escrow Agent has received instructions from the Manager or the Broker that the Offering will close and the Investor?s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such Investor?s subscription proceeds in its possession to the account of the Series. Amounts paid to the Escrow Agent are categorized as Offering Expenses. If the Offering is terminated without a Closing, or if a prospective Investor?s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective Investors will be returned promptly to them without interest. Any costs and expenses associated with a terminated offering will be borne by the Manager. Offering Period: The Closing of the Offering will occur on the earliest to occur of (i) the date subscriptions for the Maximum Interests have been accepted and funded, or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Minimum Series Interests have been accepted. If the Closing has not occurred, the Offering shall be terminated upon (i) the date which is one year from the date this Offering Circular is qualified by the Commission, which period may be extended by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the offering in its sole discretion. There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of interests offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the minimum number of interests offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series in its sole discretion, such date not to exceed the date which is 18 months from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission. No securities are being offered by existing security-holders. Additional Investors: The Manager and its affiliates must purchase a portion of the Interests (a minimum of 0.5% and up to a maximum of 10%) offered hereunder upon the Closing of the Offering. In addition, the Asset Seller may purchase a portion of the Interests. The Manager may sell its Interests pursuant to this Offering Statement from time to time after the Closing of this Offering. Use of Proceeds: The proceeds received by the Series from the Offering will be applied in the following order of priority of payment: Asset Cost of the Series : 1. The Asset Cost of the Series has the potential to be less than the average market value as determined by the manager. The average market value of the wines is determined by aggregating publicly available pricing data. The Company has worked with the Manager to source the wines comprising the Series. Upon completion of the offering, the Manager will acquire the wines from the Asset Sellers. The Company will acquire the wines at a value respective of the market value of the wines from the Manager. The Manager has based the market value on data sourced from online wine retailers, wine price aggregators, and fine wine exchanges. The Company is committed to raising enough to acquire the wine, and have enough in reserves for ongoing expected costs related to the Series including transportation, storage, insurance, and other costs. The Company will typically acquire Underlying Assets through the following methods: 1. Upfront purchase - the Company acquires an Underlying Asset from an Asset Seller prior to the launch of the Offering related to the Series 2. Purchase agreement - the Company enters into an agreement with an Asset Seller to acquire an Underlying Asset, which may expire prior to the Closing of the Offering for the related Series, in which case the Company is obligated to acquire the Underlying Asset prior to the Closing 3. Purchase option agreement - the Company enters into a purchase option agreement with a wine broker, which gives the Company the right, but not the obligation, to acquire the Underlying Asset once sourced by the wine broker. 4. Direct sourcing ? the company identifies a reputable wine broker, wholesaler, retailer, exchange, or merchant that currently holds the assets in Series in their inventory. Upon the closing of the offering, the Company will acquire the Underlying Assets from this network of Asset Sellers. 1. Offering Expenses: These costs include actual legal, accounting, escrow, underwriting, filing and compliance costs incurred by the company in connection with the offering of a Series of Interests (and exclude ongoing costs described in Operating Expenses), as applicable, paid to legal advisors, brokerage (if the Company enlists the services of a broker-dealer), escrow, underwriters, printing and accounting firms, as the case may be. 1. Acquisition Expenses: In general, these include costs associated with the evaluation, discovery, investigation of provenance, development and acquisition of a range of fine wine bottles and cases. In the case of the Series , these costs include transportation and pre-purchase inspection costs; and 1. Sourcing Fee to the Manager: A sourcing fee of 0-15% of the aggregate purchase price of the relevant assets will be paid to the Manager as compensation for identifying and managing the acquisition of the Series assets. This fee will be set at the higher end of the percentage range where the Manager is successful in acquiring assets below their average market value. Operating Expenses: ?Operating Expenses? are costs and expenses attributable to the activities of the Series (collectively, ?Operating Expenses?) including: ? costs incurred in managing the Underlying Asset, including, but not limited to storage, maintenance and transportation costs (other than transportation costs described in Acquisition Expenses); ? costs incurred in preparing any reports and accounts of the Series, including any tax filings and any annual audit of the accounts of the Series (if applicable) or costs payable to any third party registrar or transfer agent and any reports to be filed with the Commission including periodic reports on Forms 1-K, 1-SA and 1-U; ? any indemnification payments; and ? any and all insurance premiums or expenses in connection with the Underlying Asset, ? all custodial fees, costs and expenses in connection with the holding of an underlying asset; ? the cost of the audit of the annual financial statements of our company or a series and the preparation of tax returns and circulation of reports to interest holders; ? the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company or a series; and ? any similar expenses that may be determined to be Operating Expenses, as determined by our managing member in its reasonable discretion. Further Issuance of Interests: A further issuance of Interests of the Series may be made in the event the Operating Expenses exceed the income generated from the Underlying Asset and any cash reserves and the Company does not take out sufficient amounts under the Operating Expenses Reimbursement Obligation to pay such excess Operating Expenses, nor does the Manager pay such amounts and does not seek reimbursement. Series Manager: VV Markets LLC has delegated responsibility and authority for making investment decisions to VinVesto, Inc. (which is both the ?Manager? and the ?Series Manager?) for each Series Underlying Assets, pursuant to a Management Services Agreement dated July 15, 2020. Free Cash Flow: The net income (as determined under U.S. generally accepted accounting principles (?GAAP?)) generated by the Series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the Underlying Asset. The Manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the Series. There is currently no public trading market for our Interests, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public market does develop, the market price could decline below the amount you paid for your Interests. The liquidity event would likely occur through a transaction in the fine wine secondary market. We do not anticipate our assets to generate free cash flow, as we do not have a plan to monetize our assets, beyond capital appreciation. Distribution Rights: The Manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to Members of the Series of Interests. We do not intend to generate any free cash flow from our assets. Timing of Distributions: We do not intend to generate any free cash flow from our assets. Distribution upon Liquidation Upon the occurrence of a liquidation event relating to our company as a whole or any series, our manager (or a liquidator selected by our manager) is charged with winding up the affairs of the series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or our company as a whole, as applicable, the underlying assets will be liquidated and any after- tax proceeds distributed: (i) first, to any third-party creditors, (ii) second, to any creditors that are our manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series of interests, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution See ?Securities Being Offered?Liquidation Rights.? The Series is composed of a wide variety of fine wines. The Company may receive advantageous offers on parts of the Underlying Collection. If the Company sells part of the Underlying Collection the cash generated will be held on the balance sheet of the Series. Upon the end of the fiscal year, the Company will distribute the cash generated from sales of sections of the Underlying Collection. Interest holders will receive a cash distribution equal to their pro-rata share of the assets in the Underlying Collection that was sold. Fiduciary Duties: The Manager may not be liable to the Company, any series or the Investors for errors in judgment or other acts or omissions not amounting to willful misconduct or gross negligence, since provision has been made in the Operating Agreement for exculpation of the Manager. Therefore, Investors have a more limited right of action than they would have absent the limitation in the Operating Agreement. Indemnification: None of the Manager, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of the Manager, members of the Advisory Board, nor persons acting at the request of the Company or any series in certain capacities with respect to other entities (collectively, the ?Indemnified Parties?) will be liable to the Company, the Series, or any Members for any act or omission taken by the Indemnified Parties in connection with the business of the Company or a Series of Interests that has not been determined in a final, non- appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Company or, where relevant, the Series will indemnify the Indemnified Parties out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving as Indemnified Parties with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. Unless attributable to a specific Series of Interests or a specific Underlying Asset, the costs of meeting any indemnification will be allocated pro rata across each of Series of Interests based on the value of each Underlying Asset. Transfers: The Manager may refuse a transfer by an Interest Holder of its Interest(s) if such transfer would result in (a) there being more than 1,200 beneficial owners in the Series, (b) the assets of the Series being deemed ?plan assets? for purposes of ERISA, (c) such Interest Holder holding in excess of 50% of the Series, (d) result in a change of U.S. federal income tax treatment of the Company and/or the Series, or (e) the Company, the Series of Interests or the Manager being subject to additional regulatory requirements. Furthermore, as the Interests are not registered under the Securities Act of 1933, as amended (the ?Securities Act?), transfers of Interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. See ?Description of Interests? Transfer Restrictions? for more information. Governing Law: The Company and the Operating Agreement will be governed by Delaware law and any dispute in relation to the Company and the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware. If an Interest Holder were to bring a claim against the Company or the Manager pursuant to the Operating Agreement, it would be required to do so in the Delaware Court of Chancery. By purchasing Interests, Subscribers are bound by the dispute resolution provisions contained in our Operating Agreement which limits your ability to bring class action lawsuits or seek remedy on a class basis. The dispute resolution process provisions do not apply to claims under the federal securities laws. By agreeing to the dispute resolution process, including mandatory arbitration, investors will not be deemed to have waived the company?s compliance with the federal securities laws and the rules and regulations thereunder. Risk Factors The Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company?s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the VinVesto Platform, via third party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective Investors should consider before investing in the Interests. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in the Interests. Risks Related to the Structure, Operation and Performance of our Company An investment in the Offering constitutes only an investment in the Series and not in the Company or the Underlying Asset. A purchase of Interests in the Series does not constitute an investment in either the Company or the Underlying Asset directly. This results in limited voting rights of the Investor, which are solely related to the Series. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the interests and removal of the Manager for ?cause?. The Manager and the Series Manager thus retain significant control over the management of the Company and the Underlying Asset. Furthermore, because the Interests in the Series do not constitute an investment in the Company as a whole, holders of the Interests in the Series will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series of Interest. In addition, the economic interest of a holder in the Series will not be identical to owning a direct undivided interest in the underlying Series Asset because, among other things, the Series will be required to pay corporate taxes before distributions are made to the holders, and the Series Manager will receive a fee in respect of its management of the Series Asset. An Investor in an Offering will acquire an ownership Interest in the Series of Interests related to that Offering and not, for the avoidance of doubt, in (i) the Company, (ii) any other Series of Interests, (iii) the Manager, (iv) the Asset Manager, (v) the Platform or (vi) directly in the Underlying Asset associated with the Series or any Underlying Asset owned by any other Series of Interests. This results in limited voting rights of the Investor, which are solely related to a particular Series, and are further limited by the Operating Agreement of the Company, described further herein. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for ?cause.? The Manager thus retains significant control over the management of the Company and each Series and the Asset Manager thus retains significant control over the Underlying Assets. Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic Interest of a holder in a Series will not be identical to owning a direct undivided Interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the Underlying Asset. The COVID-19 outbreak may have a material adverse impact on our results of operations. In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing and ?shelter-in-place? orders. The impacts of the outbreak are unknown and rapidly evolving. The COVID-19 outbreak, or public perception of the outbreak, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally. The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular. If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities to announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs. The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. Our company was recently formed, has no track record and no operating history from which you can evaluate our company or this investment. Our company was recently formed, has not generated any revenues and has no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that our company or a series will achieve their investment objectives, the value of the underlying assets will increase or the underlying assets will be successfully monetized. There is currently no public trading market for our securities. There is currently no public trading market for our Interests, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public market does develop, the market price could decline below the amount you paid for your Interests. Given our start-up nature, investors may not be interested in making an investment and we may not be able to raise all of the capital we seek, which this could have a material adverse effect upon our company and the value of your interests. Due to the start-up nature of our company, there can be no guarantee that we will reach our funding targets from potential investors. In the event we do not reach a funding target, we may not be able to achieve our investment objectives by acquiring additional underlying assets through the issuance of additional interests and monetizing them together with existing assets to generate distributions for investors. In addition, if we are unable to raise funding for additional interests, this may impact any investors already holding interests as they will not see the benefits which arise from economies of scale following the acquisition by other series of additional underlying assets and other monetization opportunities (e.g., hosting events with the collection of underlying assets). There may be state law restrictions on an Investor?s ability to sell the Interests. Each state has its own securities laws, often called ?blue sky? laws, which (1) limit sales of securities to a state?s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker- dealers, if any, who agree to serve as the market-makers for our Interests. There may be significant state blue sky law restrictions on the ability of Investors to sell, and on purchasers to buy, our Interests. Investors should consider the resale market for our securities to be limited. Investors may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification. Each state has its own securities laws, often called ?Blue Sky? laws, which (1) limit sales of securities to a state?s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for brokers and dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker or dealer must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker- dealers, if any, who agree to serve as the market-makers for our Interests. There may be significant state Blue Sky law restrictions on the ability of Investors to sell, and on purchasers to buy, our Interests. In addition, Tier 2 of Regulation A limits qualified resales of our Interests to 30% of the aggregate Offering price of a particular Offering. Investors should consider the resale market for our securities to be limited. Investors may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification, or opinions to our satisfaction that no such registration or qualification is required. The offering amounts will exceed the value of the underlying assets, and, if the underlying assets are sold before they appreciate or generate income, then investors will not receive the amount of their initial investment back. The size of an offering will exceed the purchase price of the related underlying asset as at the date of such offering (as the proceeds of the offering in excess of the purchase price of the underlying asset will be used to pay fees, costs and expenses incurred in making the offering and acquiring the underlying asset, as well as interest payments to our manager). If the underlying asset had to be sold and there had not been substantial appreciation of the underlying asset prior to such sale, there may not be sufficient proceeds from the sale of the underlying asset to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying asset at the time of the sale, including, but not limited to, any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount. The size of each Offering will exceed the purchase price of the related Underlying Asset as at the date of such Offering (as the proceeds of the Offering in excess of the purchase price of the Underlying Asset will be used to pay fees, costs and expenses incurred in making the Offering and acquiring the Underlying Asset). If an Underlying Asset had to be sold and there has not been substantial appreciation of the value of the Underlying Asset prior to such sale, there may not be sufficient proceeds from the sale of the Underlying Asset to repay Investors the amount of their initial investment (after first paying off any liabilities on the Underlying Asset at the time of the sale including but not limited to any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount. Lack of operating history. The Company and the Series of Interests were recently formed and have not generated any revenues and have no operating history upon which prospective Investors may evaluate their performance. No guarantee can be given that the Company and the Series of Interests will achieve their investment objectives, the value of the Underlying Asset will increase or the Underlying Asset will be successfully monetized. The Company and each Series were recently formed in June 17th, 2020 and have not generated any revenues and have no operating history upon which prospective Investors may evaluate their performance. No guarantee can be given that the Company or any Series will achieve their investment objectives, the value of any Underlying Asset will increase or that any Underlying Asset will be successfully monetized. Limited Investor appetite. Due to the start-up nature of the Company, there can be no guarantee that the Company will reach its funding target from potential Investors with respect to the Series Interests or future proposed Series of Interests. In the event the Company does not reach a funding target, it may not be able to achieve its investment objectives by acquiring additional Underlying Assets through the issuance of further Series of Interests and monetizing them together with the Series to generate distributions for Investors. In addition, if the Company is unable to raise funding for additional Series of Interests, this may impact any Investors already holding interests as they will not see the benefits which arise from economies of scale following the acquisition by other Series of Interests of additional Underlying Assets. There are few businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for our company and interests to gain market acceptance. We believe that few other companies allow for crowd funded fine wine collections or propose to run a platform for crowd funding of interests in fine wines. Our company and our interests may not gain market acceptance from potential investors, potential asset sellers or service providers within the fine wine and spirts industry, including insurance companies, appraisers and strategic partners. This could result in an inability of our manager to operate the underlying assets profitably. This could impact the issuance of further interests and additional underlying assets being acquired by us. This would further inhibit market acceptance of our company, and, if we do not acquire any additional underlying assets, investors would not receive any benefits which arise from economies of scale. Operating Expenses that are incurred after each closing will reduce potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any. Operating Expenses incurred post-closing shall be the responsibility of the applicable series. However, if the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, our manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which our manager may impose a reasonable rate of interest, and be entitled to Operating Expenses Reimbursement Obligations, and/or (c) cause additional interests of such series to be issued in order to cover such additional amounts. We intend to hold cash reserves to account for any additional operating expenses. If there is an Operating Expenses Reimbursement Obligation, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors. If additional series interests are issued, this would dilute the current value of the interests held by existing investors and the amount of any future distributions payable to such existing investors. Our success depends in large part upon our manager and its ability to execute our business plan. The successful operation of our company (and therefore, the success of each series) is in part dependent on the ability of our manager and asset manager to source, acquire and manage the underlying assets. As our manager has only been in existence since June 14th, 2019 and is an early-stage startup company, it has no significant operating history within the fine wine sector that would evidence its ability to source, acquire, manage and utilize the underlying assets. The success of our company (and therefore, each series) will be highly dependent on the expertise and performance of our manager and its team, its expert network and other investment professionals (which include third-party experts) to source, acquire and manage the underlying assets. There can be no assurance that these individuals will continue to be associated with our manager or asset manager. The loss of the services of one or more of these individuals could have a material adverse effect on the underlying assets, in particular, their ongoing management and use to support the investment of the holders of the series interests. Furthermore, the success of our company and the value of each series is dependent on there being critical mass from the market for the interests and also our ability to acquire a number of underlying assets in multiple series so that the investors can benefit from economies of scale which arise from holding more than one underlying asset. In the event that we are unable to source additional underlying assets due to, for example, competition for such underlying assets or lack of underlying assets available in the marketplace, then this could materially impact our success and our objectives of acquiring additional underlying assets through the issuance of further series interests and monetizing them together with existing assets through revenue-generating events and leasing opportunities. If our series limited liability structure is not respected, then investors may have to share in any liabilities of our company with all investors and not just those who hold interests of the same series as them. The Company is structured as a Delaware series limited liability company that issues different series interests for each underlying asset or group of underlying assets. Each series of interest will merely be a separate series and not a separate legal entity. Under the LLC Act, if certain conditions (as set forth in Section 18- 215(b) of the LLC Act) are met, the liability of investors holding interests of one series is segregated from the liability of investors holding interest of another series, and the assets of one series are not available to satisfy the liabilities of other series. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. state or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If our series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold interests in the same series as them. Furthermore, while we intend to maintain separate and distinct records for each series and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their interests or the likelihood of any distributions being made by the series to the investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our company generally where the assets of such other series or of our company generally are insufficient to meet our liabilities. If any fees, costs and expenses of our company are not allocable to a specific series, they will be borne proportionately across all of the series. Although our manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see ?Description of Business?Allocations of Expenses?), there may be situations where it is difficult to allocate fees, costs and expenses to a specific series, and therefore, there is a risk that a series may bear a proportion of the fees, costs and expenses for a service or product for which another series received a disproportionately high benefit. The VinVesto Platform is highly technical and may be at risk of malfunctioning. The VinVesto Platform is a complex system with components and highly complex software, and our business is dependent upon our manager?s ability to prevent system interruptions to operation of the VinVesto Platform. The VinVesto Platform software may now, or in the future, contain undetected errors, bugs or vulnerabilities, which may only be discovered after the code has been released or may never be discovered. Problems with or limitations of the software, misconfigurations of the systems or unintended interactions between systems may cause downtime that would impact the availability of the VinVesto Platform. The VinVesto Platform relies on third-party datacenters for operation. If such datacenters fail, users of the VinVesto Platform may experience downtime. Any errors, bugs, vulnerabilities or sustained or repeated outages could reduce the attractiveness of the VinVesto Platform to investors, cause a negative experience for investors or result in negative publicity and unfavorable media coverage, damage to our reputation, loss of VinVesto Platform users, loss of revenue, liability for damages, regulatory inquiries or other proceedings, any of which could adversely affect our business and financial results. Potential breach of the security measures of the VinVesto Platform could have a material adverse effect on our company, each series and the value of your investment. The highly automated nature of the VinVesto Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The VinVesto Platform processes certain confidential information about investors, asset sellers and the underlying assets. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the VinVesto Platform, our company, our manager or our service providers could be breached. Any accidental or willful security breaches or other unauthorized access to the VinVesto Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of our manager?s and our company?s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the VinVesto Platform software are exposed and exploited, the relationships between our company, investors, users and the asset sellers could be severely damaged, and our company or our manager could incur significant liability or have their attention significantly diverted from utilization of the underlying assets, which could have a material negative impact on the value of interests or the potential for distributions to be made on the interests. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we, the third-party hosting used by our platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors, the asset sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of our platform. Any security breach, whether actual or perceived, would harm our reputation and our platform, and we could lose investors and the asset sellers. This would impair our ability to achieve our objectives of acquiring additional underlying assets through the issuance of interests of further series and monetizing them together with existing assets through revenue-generating events and leasing opportunities. Our manager may sell its interests post-closing, which may result in a reduction in value of your interests if there are too many series interests available and not enough demand for those interests. Our manager may arrange for some of the interests it holds in a specific series to be sold by a broker pursuant to a ?10b5-1 trading plan.? Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. There is a risk that a sale by our manager may result in too many interests being available for resale and the price of the relevant series interests decreasing as supply outweighs demand. Non-compliance with regulations may result in the abrupt cessation of business operations, rescission of any contracts entered into, an early termination of any interests sold or, if we were deemed to be subject to the Investment Advisers Act, the liquidation and winding up of any interests sold. The Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the ?Investment Company Act?), and neither the Manager nor the Asset Manager is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the ?Investment Advisers Act?) and the Interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company, the Manager and the Asset Manager have taken the position that the Underlying Assets are not ?securities? within the meaning of the Investment Company Act or the Investment Advisers Act, and thus the Company?s assets will consist of less than 40% investment securities under the Investment Company Act and the Manager and the Asset Manager are not and will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If the Company were to be required to register under the Investment Company Act or the Manager or the Asset Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each Series and the Manager and the Asset Manager may be forced to liquidate and wind up each Series of Interests or rescind the Offerings for any of the Series or the Offering for any other Series of Interests. The Company may not launch enough Series or have enough Underlying Assets to realize economies of scale. It is the intention of the Company to launch approximately 10 to 15 additional offerings in the next twelve months. It is the hope that through the scale of offerings, the Company may reduce Operating Expenses for each Series through economies of scale. However, it is possible, and very likely, that the Company may not be able to launch as many offerings as it intends and thus, will not be able to realize reduced Operating Expenses per Series through economies of scale. Liability of Investors between Series of Interests. The Company is structured as a Delaware series limited liability company that issues different Series of Interests for each Underlying Asset. Each Series of Interests, including the Series Interest, will merely be a separate series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the ?LLC Act?), if certain conditions (as set forth in Section 18- 215(b) of the LLC Act) are met, the liability of Investors holding one Series of Interests is segregated from the liability of Investors holding another Series of Interests and the assets of one Series of Interests are not available to satisfy the liabilities of other Series of Interests. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If the Company?s series limited liability company structure is not respected, then Investors may have to share any liabilities of the Company with all Investors and not just those who hold the same Series of Interests as them. Furthermore, while we intend to maintain separate and distinct records for each Series of Interests and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of Series to the liabilities of another Series of Interests. The consequence of this is that Investors may have to bear higher than anticipated expenses which would adversely affect the value of their Interests or the likelihood of any distributions being made by the Series to the Investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series of Interests should be applied to meet the liabilities of the other Series of Interests or the liabilities of the Company generally where the assets of such other Series of Interests or of the Company generally are insufficient to meet our liabilities. If any fees, costs and expenses of the Company are not allocable to a specific Series of Interests, they will be borne proportionately across all of the Series of Interests. Although the Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see ?Description of the Business ? Allocations of Expenses? section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series of Interests and therefore, there is a risk that a Series of Interests may bear a proportion of the fees, costs and expenses for a service or product for which another Series of Interests received a disproportionately high benefit. Use of broker to facilitate liquidity The Manager may arrange for some of the Interests it holds in a specific Series of Interests to be sold by a broker pursuant to a ?10b5-1 trading plan?. There is a risk that this may result in too many interests being available for resale and the price of the relevant Series of Interests decreasing as supply outweighs demand. There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions. As a Tier 2 issuer under Regulation A, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. Unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, could adversely affect our business. Our business could be subject to unpredictable and uncontrollable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. The risk, or public perception of the risk, of a pandemic, or media coverage of infectious diseases, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect employees of our manager, which serves as the asset manager and in which we rely to manage the logistics of our business. ?Shelter-in-place? or other such orders by governmental entities could also disrupt our operations if employees of our manager who cannot perform their responsibilities from home are not able to report to work or carry out necessary actions related to the logistics of our business. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or the storage facility in which we lease space, which could prevent us from accessing the underlaying assets. Further, risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could lead to complete or partial cessation of operations of our sourcing partners for the underlying assets. Abuse of our advertising or social platforms may harm our reputation or user engagement. The Asset Manager provides content or posts ads about the Company and Series through various social media platforms that may be influenced by third parties. Our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate to other people, by users impersonating other people or organizations, by disseminating information about us or to us that may be viewed as misleading or intended to manipulate the opinions of our users, or by the use of the Asset Manager?s products or services, including the Platform, that violates our terms of service or otherwise for objectionable or illegal ends. Preventing these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business. Risks Related to the Offering We are offering our Interests pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Interests less attractive to Investors as compared to a traditional initial public offering. As a Tier 2 issuer, we will be subject to scaled disclosure and reporting requirements which may make an investment in our Interests less attractive to Investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the Commission or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Interests, we may be unable to raise the funds necessary to fund future offerings, which could impair our ability to develop a diversified portfolio of fine wine assets and create economies of scale, which may adversely affect the value of the Interests or the ability to make distributions to Investors. As a Tier 2 issuer, we are subject to scaled disclosure and reporting requirements which may make an investment in our Interests less attractive to Investors who are accustomed to enhanced disclosure and more frequent financial reporting. The differences between disclosures for Tier 2 issuers versus those for emerging growth companies include, without limitation, only needing to file final semiannual reports as opposed to quarterly reports and far fewer circumstances where a current disclosure would be required. In addition, given the relative lack of regulatory precedent regarding the recent amendments to Regulation A, there is some regulatory uncertainty in regard to how the Commission or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. For example, a number of states have yet to determine the types of filings and amount of fees that are required for such an Offering. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Interests, we may be unable to raise the funds necessary to fund future Offerings, which could impair our ability to develop a diversified portfolio of Underlying Assets and create economies of scale, which may adversely affect the value of the Interests or the ability to make distributions to Investors. There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions. As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. Impact of non- compliance with regulations. The Series of Interests is being sold by the Company. If a regulatory authority determines that the Manager, who is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities, the Manager may need to stop operating and therefore, the Company will not have an entity managing the Underlying Asset. In addition, if the Manager is required to register as a ?broker-dealer?, there is a risk that any Series of Interests offered and sold while the Manager was not registered may be subject to a right of rescission, which may result in the early termination of the Series of Interests. Furthermore, the Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the ?Investment Company Act?), and the Manager is not registered and will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the ?Investment Advisers Act?) and the Series Interests does not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company and the Manager have taken the position that the Underlying Assets are not ?securities? within the meaning of the of the Investment Company Act or the Investment Advisers Act, and thus the Company?s assets will comprise less than 40% investment securities under the Investment Company Act and the Manager is not advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If the Company were to be required to register under the Investment Company Act or the Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of Series or any other Series of Interests and the Manager may be forced to liquidate and wind up Series or rescind the Offering of the Series Interests or the offering for any other Series of Interests. Possible Changes in Federal Tax Laws. The Code is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any series of interest of the Company would be limited to prospective effect. Accordingly, the ultimate effect on an Investor?s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be. Risks Specific to the Fine Wine Industry Potential Negative Changes within the Fine Wine Industry The fine wine industry is subject to various risks including, but not limited to, changes in tax rates, changes in tariffs, changes in consumer preferences, emergence of new wine regions, and changes in weather patterns. Future developments that may impact tax rates, tariffs, consumer preferences, and regional performance are uncertain and may impact to value of the Underlying Collection. The fine wine industry is characterized by stability, however there have been periods of asset price dislocation to both the upside and the downside. The 2008 Financial Crisis resulted in one of the weakest En Primuer offerings in history. Investors were able to acquire world class wines at a discount to their fair market value. On the upside case, the increase in Chinese demand in the mid 2010?s led to a bubble in wines from the Burgundy region, thereby causing a detachment in asset price and actual market value. Other risks in the industry include, but are not limited to economic downturns, liquidity across the market, availability in the market of desirable Fine Wines The Fine Wine industry has licensing challenges. The licensing process presents may cause a delay in implementing The Company?s business model. The Manager has been approved for a Federal Basic Permit license to be a wine wholesaler. The license allows the acquisition of wine at a commercial level. The Basic Permit allows the Company to buy and sell wine at the wholesaler level. The Basic Permit is a federal license and does not relate to state licensure. We may acquire state licensure, or sell our wine through registered brokers, merchants, or auction houses. The Manager is the facilitator of the wine acquisitions and liquidations. Each series is expected to invest only in the related underlying assets; therefore, your investment will not be diversified and will appreciate or depreciate based on the value of the underlying assets regardless of market conditions. It is not anticipated that any series would own any assets other than its related underlying assets, plus potential cash reserves for maintenance, storage, insurance and other expenses pertaining to the underlying assets and amounts earned by the related series from the monetization of the underlying assets, if any. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to the interests offered hereby. The global economy and financial markets and political conditions of various countries can adversely affect the supply of and demand for fine wine, and unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, may cause a disruption in the fine wine industry. The fine wine industry may be influenced by the overall strength and stability of the global economy and financial markets of various countries, although any correlation may not be immediately evident. In addition, global political conditions and world events may affect our business through their effect on the economies of various countries, as well as on the willingness of potential buyers to purchase fine wine in the wake of economic uncertainty. Accordingly, weakness in the global economy and financial markets of various countries may cause a downturn in the fine wine industry, which is likely to impact the value of the underlying assets, and consequently the value of the interests. The COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of fine wines. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the fine wine industry may a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the VinVesto Platform for an average of five to ten years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests. Selling pressure in the fine wine market may result in downward price revisions and affect our overall objectives Demand for fine wine can be volatile. Broader economic conditions, personal financial stress, and change in investing preferences are all reasons that a wine collection may sell their collection. Other reasons people may sell their wine collection include, but are not limited to, a lack of space in their wine storage location, change in preferences, realizing their capital gains, and receiving an above market offer for their collection. The Company finds it hard to predict these factors and may not be able to liquidate the wines prior to downward price revisions. Global factors including, but not limited to, tariffs, En Primuer production, weather factors, and macroeconomic changes can all influence wine demand. The Company finds it difficult to predict macroeconomic changes. Factors that impact demand in the wine market include, critic scores, brand quality, outstanding supply, production quality, En Primuer pricing, vintage quality, and customer trends. The Company is working to predict these factors to achieve the best returns for our Series Holders. The Company?s predictions of these factors may not be accurate and may impact the value of the Underlying Assets. Fine wine is hard to value, and any valuations obtained are not guarantees of realizable price. As explained in the ?Description of Business,? fine wine is difficult to value. The average market value of the wines is determined by aggregating publicly available pricing data. The Manager has based the market value on data sourced from online wine retailers, wine price aggregators, and fine wine exchanges. Our manager sources data from reputable valuation providers in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain. The value of the underlying assets can go down as well as up. Valuations are not guarantees of realizable price and do not necessarily represent the price at which our interests may be sold on the VinVesto Platform, and the value of the underlying assets may be materially affected by a number of factors outside of our control, including any volatility in the economic markets and the condition of the underlying assets. Risks relating to the Underlying Asset Potential loss of or damage to the Underlying Asset. The Underlying Asset may be lost or damaged by causes beyond the Company?s reasonable control when in storage or on display. Any damage to the Underlying Asset or other liability incurred as a result of participation in these programs could adversely impact the value of the Underlying Asset or adversely increase the liabilities or Operating Expenses of its related Series of Interests. Further, when the Underlying Asset has been purchased, it will be necessary to transport it to the Manager?s preferred storage location. The Underlying Asset may be lost or damaged in transit, and transportation, insurance or other expenses may be higher than anticipated due to the locations of particular events. Although we intend for the Underlying Asset to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the Underlying Asset can be replaced on a like-for- like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding liabilities including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligations), if any, of the Interests. In the event that damage is caused to the Underlying Asset, this will impact the value of the Underlying Asset, and consequently, the Interests related to the Underlying Asset, as well as the likelihood of any distributions being made by the Company to the Investors. Competition in the fine wine industry from other business models. There is potentially significant competition for the Underlying Assets from many different market participants. While the majority of transactions continue to be merchant-to-consumer, auction houses continue to play an increasing role. This competition may impact the liquidity of the Interests, as it is dependent on the Company acquiring attractive and desirable Underlying Assets to ensure that there is an appetite of potential Investors for the Interests. In addition, there are companies that are developing crowd funding models for other alternative asset classes such as art and collectible cars, who may decide to enter the fine wine and spirts market as well. Potentially high storage, maintenance and insurance costs for the Underlying Assets. In order to protect and care for the Underlying Assets, the Manager must ensure adequate storage facilities and insurance coverage. The cost of care may vary from year to year depending changes in the insurance rates for covering the Underlying Assets and changes in the cost of storage for the Underlying Assets. It is anticipated that as the Company acquires more Underlying Assets, the Manager may be able to negotiate a discount on the costs of storage, maintenance and insurance due to economies of scale. These reductions are dependent on the Company acquiring a number of Underlying Assets and service providers being willing to negotiate volume discounts and, therefore, are not guaranteed. The Manager has initiated a relationship with Domaine Wine Storage (?Domaine?). Domaine has storage locations in Napa, California, Chicago, Illinois, New York City, New York, Washington, DC, and St. Louis, Missouri. Domaine is a best in class wine storage company that offers premium service. This premium service includes inventory management, logistic management, order handling, bottle pulling, and collection maintenance. Domaine also offers a competitive wine insurance policy. We intend to initiate a formal relationship upon the purchase of the Underlying Assets. If costs are higher than expected, this would negatively impact the value of the Interests related to the Underlying Asset, the amount of distributions made to Investors holding the Interests, on potential proceeds from a sale of the Underlying Asset (if ever), and any capital proceeds returned to Investors after paying for any outstanding liabilities, including but not limited to any outstanding balances under Operating Expenses Reimbursement Obligation. See ?Lack of distributions and return of capital? section also for further details of the impact of these costs on returns to Investors. Insurance may not cover all losses. The Company attempts to insure the entire value of the Underlying Collection, but insurance of the Underlying Assets may not cover all losses. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or not economically insurable. Inflation, environmental considerations and other factors, including terrorism or acts of war, also might make insurance proceeds insufficient to replace an asset if it is damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the Company?s economic position with respect to any affected Underlying Assets. Furthermore, the Series of Interests related to such affected Underlying Assets would bear the expense of the payment of any deductible. Any uninsured loss could result in both loss of cash flow from and the value of the affected Underlying Assets and, consequently, the Series of Interests that relate to such Third party liability. The Series of Interests will assume all of the ownership risks attached to its Underlying Asset, including third party liability risks. Therefore, the Series of Interests may be liable to a third party for any loss or damages incurred by it in connection with the Underlying Asset. This would be a loss to the Company and therefore deductible from any income or capital proceeds payable in respect of such Series of Interests from the Underlying Asset, in turn adversely affecting the value of the Series of Interests to which the Underlying Asset relates and the likelihood of any distributions being made by the Company. Dependence of an Underlying Asset on prior user or association. The value of an Underlying Asset may be connected with its prior use by, or association with, a certain person or group or in connection with certain pop culture events or films. In the event that such person or group loses public affection, then this may adversely impact the value of the Underlying Asset and therefore, the Series of Interests that relate to such Underlying Asset. Authenticity claims on an Underlying Asset. There is no guarantee that an Underlying Asset will be free of any claims regarding authenticity (e.g., counterfeit or previously stolen fine wines), or that such claims may arise after acquisition of an Underlying Asset by a Series of Interests. The Company may not have complete ownership history for a Underlying Asset. In particular, the Company does not have the complete ownership history of the Underlying Collection. In the event of an authenticity claim against the Company, the Company may not have recourse against the Asset Seller or the benefit of insurance and the value of the Underlying Assets and the Series of Interests that relate to the Underlying Assets may be diminished. Forced sale of the Underlying Assets. The Company may be forced to sell the Underlying Assets (e.g., upon the bankruptcy of the Manager) and such a sale may occur at an inopportune time or at a lower value than when the Underlying Asset was first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the Underlying Asset. In addition there may be liabilities related to the Underlying Asset, including, but not limited to Operating Expenses Reimbursement Obligations on the balance sheet of the Underlying Asset at the time of a forced sale, which would be paid off prior to Investors receiving any distributions from a sale. In such circumstances, the capital proceeds obtained for the Underlying Asset, and therefore, the return available to Investors of the Series of Interests which relate to the Underlying Asset, may be lower than could have been obtained if the Underlying Asset continued to be held by the Company and sold at a later date. Lack of distributions and return of capital. We do not intend to generate free cash flow by displaying our assets. We expect the return of capital to come from an eventual sale of the asset or a trade on the secondary market. We could be exposed to losses and/or reputational harm as a result of various claims and lawsuits incidental to the ordinary course of our business. We may become involved in various legal proceedings, lawsuits and other claims incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes in these matters, as well as potential ranges of probable or reasonably possible losses. A determination of the amount of losses, if any, to be recorded or disclosed as a result of these contingencies will be based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in settlement strategy. Any harm to the brand of the vineyard or producer may adversely impact the value of the underlying assets. The underlying assets will be comprised of fine wines. The demand for the underlying assets and, therefore, interests in each series may be influenced by the general perception of the wine that vineyards are producing today. In addition, the makers? business practices may result in damage to the image of their wines. This in turn may have a negative impact on the value of the underlying assets and, consequently, the value of the interests of the series that relate to such underlying assets. Title or authenticity claims on an underlying asset may diminish value of the underlying asset, as well as the series that relates to such underlying asset. There is no guarantee that an underlying asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen), or that such claims may arise after acquisition of an underlying asset by a series. We may not have complete ownership history or restoration and repair records for an underlying asset. In the event of a title or authenticity claim against us, we may not have recourse against the asset seller or the benefit of insurance, and the value of the underlying asset and the series related to such underlying asset may be diminished. If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment. Our strategy is to acquire assets, hold such assets for a period of time (on average between five and ten years) and then sell such assets at a premium over our acquisition price so that investors in our company can make a return on their investment. In addition, our plan and mission are to seek to provide liquidity to investors by providing a platform for investors to transfer their interests for cash or for interests in another series. However, Operating Expenses, including fees and costs incurred in connection with the management of an underlying asset, the preparation of reports and accounts for each series, insurance premiums, taxes, governmental fees, legal and accounting fees and other costs and expenses, are the responsibility of each series. If we are unable to liquidate an asset at a time when we desire to do so or at all, these Operating Expenses will accumulate and reduce any return that an investor in a series may hope to make or cause an investor to lose its entire investment. Furthermore, if we are unable to provide investors with liquidity through the ability to make secondary sales on our platform and we are unable to liquidate an underlying asset, then Operating Expenses will over time reduce the value of the interests such investors may hold resulting in a loss to such investors. Risks Related to Ownership of our Interests Lack of voting rights. The Manager has a unilateral ability to amend the Operating Agreement and the allocation policy in certain circumstances without the consent of the Investors, and the Investors only have limited voting rights in respect of the Series of Interests. Investors will therefore be subject to any amendments the Manager makes (if any) to the Operating Agreement and allocation policy and also any decision it takes in respect of the Company and the Series of Interests, which the Investors do not get a right to vote upon. Investors may not necessarily agree with such amendments or decisions, and such amendments or decisions may not be in the best interests of all of the Investors as a whole but only a limited number. Furthermore, the Manager can only be removed as manager of the Company and each Series of Interests in a very limited circumstance, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with the Company or a Series of Interests. Investors would therefore not be able to remove the Manager merely because they did not agree, for example, with how the Manager was operating an Underlying Asset. The offering price for the Interests determined by us may not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets that may be agreed to between purchasers and sellers in private transactions or that may prevail in the market if and when our Interests can be traded publicly. The price of the Interests was derived as a result of our negotiations with Asset Seller based upon various factors including prevailing market conditions, our future prospects and our capital structure, as well as certain expenses incurred in connection with the Offering and the acquisition of the Underlying Asset. These prices do not necessarily accurately reflect the actual value of the Interests or the price that may be realized upon disposition of the Interests. There is currently no public trading market for our interests. There is currently no public trading market for any series of our interests, and an active market may not develop or be sustained. If an active public trading market for our interests does not develop or is not sustained, it may be difficult or impossible for you to resell your interests at any price. Even if a public market does develop, the market price could decline below the amount you paid for your interests. We intend to work with an ATS to allow for our investors to trade their shares on a secondary market. If a market ever develops for the Interests, the market price and trading volume of our Interests may be volatile. If a market develops for the Interests, the market price of the Interests could fluctuate significantly for many reasons, including reasons unrelated to our performance, the Underlying Asset or the Series of Interests, such as reports by industry analysts, Investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of Interests may decline as well. In addition, fluctuations in operating results of a particular series of interest or the failure of operating results to meet the expectations of Investors may negatively impact the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular reporting period, including vulnerability of our business to a general economic downturn; changes in the laws that affect our operations; competition; compensation related expenses; application of accounting standards; seasonality; and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business. Funds from purchasers accompanying subscriptions for the Interests will not accrue interest while in escrow prior to admission of the subscriber as an Investor in the Series of Interests, if it occurs, in respect of such subscriptions. The funds paid by purchasers for the Interests will be held in a non-interest bearing escrow account until the admission of the subscriber as an Investor in the Series of Interests, if it occurs, in respect of the applicable subscriptions. Purchasers may not have the use of such funds or receive interest thereon pending the completion of the Offering. No subscriptions will be accepted or Interests sold unless valid subscriptions for the Offering are received and accepted prior to the termination of the Offering Period. If we terminate the Offering prior to accepting a subscriber?s subscription, escrowed funds will be returned, without interest or deduction, to the proposed Investor. The offerings are being conducted on a ?best efforts? basis, and we may not be able to execute our growth strategy if we are unable to raise capital. We are offering interests in each series on a ?best efforts? basis, and we can give no assurance that all of the offered interests will be sold. If you invest in our interests and more than the minimum number of offered interests of the series but less than all of the offered interests of the series are sold, the risk of losing your entire investment will be increased. If substantially less than the maximum amount of interests offered for the series are sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from each offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. Each offering is a fixed-price offering and the fixed offering price may not accurately represent the current value of our company or our assets at any particular time. Therefore, the purchase price you pay for the interests may not be supported by the value of our assets at the time of your purchase. Each offering is a fixed-price offering, which means that the offering price for interests in each series is fixed and will not vary based on the underlying value of our assets at any time. Our manager has determined each offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for interests in each series has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for interests in each series may not be supported by the current value of our company or our assets at any particular time. We are subject to ongoing public reporting requirements that are less rigorous than rules for more mature public companies, and our investors receive less information. We are required to report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for public companies reporting under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year. We also may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to: - not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; - being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and - being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies. POTENTIAL CONFLICTS OF INTEREST We have identified the following conflicts of interest that may arise in connection with the Interests, in particular, in relation to the Company, the Manager and the Underlying Assets. The conflicts of interest described in this section should not be considered as an exhaustive list of the conflicts of interest that prospective Investors should consider before investing in the Interests. Our Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of the Manager. Our Operating Agreement provides that the Manager, in exercising its rights in its capacity as the Manager, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our Investors and will not be subject to any different standards imposed by our operating agreement, the Delaware Limited Liability Company Act or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law. We do not have a conflicts of interest policy. The Company, the Manager and their affiliates will try to balance the Company?s interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on the Company?s financial performance and, consequently, on distributions to Investors and the value of the Interests. The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy. Payments from the Company to the Manager, the Series Manager and their respective employees or affiliates. The Manager and the Series Manager will engage with, on behalf of the Company, a number of brokers, dealers, Asset Sellers, insurance companies, storage and maintenance providers and other service providers and thus may receive in-kind discounts, for example, free shipping or storage. In such circumstances, it is likely that these in-kind discounts may be retained for the benefit of the Manager or the Series Manager and not the Company, or may apply disproportionately to other Series of Interests. The Manager or the Series Manager may be incentivized to choose a broker, dealer or Asset Seller based on the benefits they are to receive or all Series of Interests collectively are to receive rather than that which is best for the Series of Interests. Members of the expert network and the Advisory Board may also be Investors, in particular, if they are holding Interests acquired as part of a sale of an Underlying Asset (i.e., as they were the Asset Seller). They may therefore promote their own self- interests when providing advice to the Manager or the Series Manager regarding an Underlying Asset (e.g., by encouraging the liquidation of such Underlying Asset so they can receive a return in their capacity as an Investor). Potential future brokerage activity. Either the Manager or one of its affiliates may in the future register with the Commission as a broker- dealer in order to be able to facilitate liquidity in the Interests via the VinVesto Platform. The Manager, or its affiliates, may be entitled to receive fees based on volume of trading and volatility of the Interests on the VinVesto Platform, and such fees may be in excess of what the Series Manager receives via the Management Fee or the appreciation in the interests it holds in each Series of Interests. Although an increased volume of trading and volatility will benefit Investors as it will assist in creating a market for those wishing to transfer their Interests, there is the potential that there is a divergence of interests between the Manager and those Investors; for instance, if the Underlying Asset does not appreciate in value, this will impact the price of the Interests but may not adversely affect the profitability related to the brokerage activities of the Manager (i.e., the Manager would collect brokerage fees whether the price of the Underlying Asset increases or decreases). Ownership of multiple Series of Interests. The Manager or its affiliates will acquire interests in each Series of Interests for their own accounts and may transfer these interests, either directly or through brokers, via the VinVesto Platform. Depending on the timing of the transfers, this could impact the interests held by the Investors (e.g., driving price down because of supply and demand and over availability of interests). This ownership in each of the Series of Interests may result in a divergence of interests between the Manager and the Investors who only hold one or certain Series of Interests (e.g., the Manager or its affiliates, once registered as a broker-dealer with the Commission, may disproportionately market or promote a certain Series of Interests, in particular, where they are a significant owner, so that there will be more demand and an increase in the price of such Series of Interests). Allocations of income and expenses as between Series of Interests. The Manager may appoint a service provider to service the entire collection of fine wines that comprise the Underlying Assets (e.g., for insurance, storage, maintenance or media material creation). Although appointing one service provider may reduce cost due to economies of scale, such service provider may not necessarily be the most appropriate for the Underlying Assets (e.g., it may have more experience in maintaining certain types of wines whereas, the collection may comprise of a number of different types). In such circumstances, the Manager would be conflicted from acting in the best interests of the Underlying Assets as a whole or the individual Underlying Asset. There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific Series of Interests, and certain Series of Interests may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, the Manager would be conflicted from acting in the best interests of the Company as a whole or the individual Series of Interests. While we presently intend to allocate expenses as described in ?Description of the Business ? Allocations of Expenses?, the Manager has the right to change this allocation policy at any time without further notice to Investors. Conflicting interests of the Manager, the Series Manager and the Investors. The Manager will determine whether or not to liquidate the Underlying Asset, should an offer to acquire the whole Underlying Asset be received. As the Manager or its affiliates, if registered as a broker-dealer with the Commission, will receive fees on the trading volume in the Interests connected with an Underlying Asset, they may be incentivized not to realize such Underlying Asset even though Investors may prefer to receive the gains from any appreciation in value of such Underlying Asset. Furthermore, when determining to liquidate an Underlying Asset, the Manager will do so considering all of the circumstances at the time, which may include obtaining a price for an Underlying Asset that is in the best interests of a substantial majority but not all of the Investors. The Manager has the ability to unilaterally amend the Operating Agreement and allocation policy. As the Manager is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as manager of the Company or the Series or may amend it in a way that is not beneficial for all Investors. In addition, the Operating Agreement seeks to limit the fiduciary duties that the Manager owes to its Investors. Therefore, the Manager is permitted to act in its own best interests rather than the best interests of the Investors. See ?Description of the Interests Offered? for more information. Conflicts between the Advisory Board and the Company. The Operating Agreement of the Company provides that the resolution of any conflict of interest approved by the Advisory Board shall be deemed fair and reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise. As part of the remuneration package for Advisory Board members, they may receive an ownership stake in the Manager. This may incentivize the Advisory Board members to make decisions in relation to the Underlying Assets that benefit the Manager rather than the Company. As a number of the Advisory Board members are in the fine wine industry, they may seek to sell fine wine to, or acquire fine wine from, the Company. NOTICE REGARDING AGREEMENT TO ARBITRATE Dilution Dilution means a reduction in value, control or earnings of the Interests the Investor owns. There will be no dilution to any Investors associated with the Offering. However, from time to time, additional Series Interests may be issued in order to raise capital to cover the Series? ongoing Operating Expenses. See ?Description of the Business ? Operating Expenses? for further details. The Manager must acquire a minimum of 0.5% and may acquire a maximum of 10% of the Interests in connection with this Offering (of which the Manager may sell all or any portion from time to time following the Closing of the Offering). The Manager will pay the price per Interest offered to all other potential Investors hereunder. Example Use of Proceeds for a given Series, for illustration purposes: (1) Consists of the estimated acquisition price based on our sourcing efforts. Upon the close of the offering, the Manager will acquire the Underlying Assets from the Asset Sellers. After the Manager has sourced and acquired the Underlying Assets, the Company will acquire the Collection from the Manager, using the cash proceeds from the offering. (2) To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Offering Expenses related to the anticipated Custody Fee, (ii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iii) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Underlying Asset. Of the proceeds of the Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses. The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee. The manager may maintain 0.5% to 10% of the Series. ?Asset Seller(s)? means an individual(s), merchant, dealer or auction company, which owns an Underlying Asset prior to i) a purchase of an Underlying Asset by the Company in advance of a potential offering or ii) the closing of an offering from which proceeds are used to acquire the Underlying Asset Our Manager plans to acquire the wine through a network of licensed wine merchants, wholesalers, distributors, brokers, auction houses, and exchanges. Our Manager has built relationships with many Asset Sellers, that carry extensive fine wine inventories. Prior to the release of the Offering, the Manager has used online price lists, www.winesearcher.com, auction house offerings, and exchange data to ensure the outstanding supply of the Underlying Assets in the Offering. The company uses this sourcing process to determine the most advantageous price to acquire the Underlying Assets, the outstanding supply in the broader market, and the most logistically efficient method of acquisition. The Manager will identify current market pricing for the wines in the Underlying Collection. Through the Manager?s relationships with the Asset Sellers the Company intends to source the wines below their average market price. Upon the completion of the Offering, the Company acquire the Underlying Assets that had been identified through the sourcing process. Our sourcing process attempts to ensure we can acquire the Underlying Assets at a fair price. The Company performs a thorough sourcing process, however there may be changes in the fine wine market that may affect outstanding supply. In the event that any of the fine wines in the Underlying Collection are no longer available on the market, or the price has increased to one that the Company believes is not advantageous to the Interest Holder, the Company may acquire a wine that is viewed as similar value with similar investment merits. Upon the acquisition of the Underlying Assets from the Asset Sellers, the Underlying Assets will be transported to one of our warehousing partners. For Assets acquired in the United States, The Company has a relationship with Domaine Wine Storage. Domaine Wine Storage is a best in class wine storage company. Domaine has locations in Napa, California, Chicago, Illinois, St. Louis, Missouri, New York City, New York, and Washington, D.C. Domaine provide premium service including inventory management, logistic management, order handling, bottle pulling, and collection maintenance. Domaine also offers a competitive wine insurance policy. The Company intends to keep the Underlying Assets in the Domaine storage facilities. The Company may construct a facility to store the Underlying Assets. Description of Series Asset Summary Overview: ? Upon the identification of the underlying assets we will provide information about: o Where the wines were produced; o What is the estimated production quantity; o Who are the producers; o Information about the vineyard; o Quality of the assets; o Other information pertaining to the underlying assets. Asset Description Ownership and Pricing History Through the sourcing process we will perform reasonable due diligence into the provenance of the Underlying Assets. Wine Characteristics Upon the identification of the underlying assets we will provide information about the production of the wines, including; the grapes used in production, what type of wine, region, and other qualitative factors. Wine Scoring We refer to the Global Wine System (GWS) scoring system as well as a proprietary scoring system for our wines. The GWS scoring system is derived from a mathematical calculation based on the aggregation of fine wine critic scores. The GWS scoring for our wines are as follows Bottle Condition All bottles are considered to be in good condition, as qualified by the Asset Seller. Market Assessment Upon the sourcing of the underlying assets we will provide a market assessment about the region of the world where the wines were produced. History Upon the sourcing of the Underlying Assets we will provide the history of the Underlying Assets. Depreciation The Company treats assets as collectible and therefore will not depreciate or amortize the Series going forward. Insurance We intend to work with Domaine Wine Storage to provide insurance for all of the Underlying Assets. We insure all assets during storage. Storage The Manager intends to work with Domaine Wine Storage (?Domaine?). Domaine has storage locations in Napa, California, Chicago, Illinois, New York City, New York, Washington, DC, and St. Louis, Missouri. Domaine is a best in class wine storage company that offers premium service. This premium service includes inventory management, logistic management, order handling, bottle pulling, and collection maintenance. Domaine also offers a competitive wine insurance policy. If the Manager is unable to work with Domaine, they will work with another licensed wine storage facility. Depreciation We treat fine wine as collectibles, and therefore, we will not depreciate or amortize the underlying assets going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the underlying assets. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Company was formed June 16th, 2020 with the intention to acquire investment grade fine wine. These fine wine collections are highly stable assets with low historic volatility. The low historic volatility has not limited the upside returns in the fine wine market. Over the long term fine wine has shown strong annual returns. The Company currently does not own any assets, but intends to perform on a purchase agreement entered into with the Manager of the Company and the Asset Sellers. This is not and was not an arms? length transaction. We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have only recently commenced. We will launch an offering of interests, through the VinVesto Platform, in Series as soon as we are declared qualified by the Securities Exchange Commission and are in the process of launching subsequent offerings for other series. Operating Results Revenues are generated at the series level. As of June 30, 2020, no series of the Company has generated any revenues. Series is not expected to generate any revenues. The Company incurred no Operating Expenses in the period ended June 30, 2020 related to storage, transportation, insurance, maintenance and professional services fees associated with the series assets we acquired. We expect to incur these expenses, and thus, have set a minimum amount for which we believe we will need in order to cover these costs. Once the Company has raised a sufficient amount to cover such costs, the Company, on behalf of the Company will obtain such services (such as insurance) and perform on the purchase and sale agreement with the Manager. The Operating Expenses incurred pre-closing related to the Underlying Asset are being paid by the Manager and will not be reimbursed by the series. Each series of the Company will be responsible for its own Operating Expenses, such as storage, insurance or maintenance beginning on the closing date of the offering for such Series of Interests. Liquidity and Capital Resources As of June 30, 2020, the Company nor any Series of Interests in the Company, had any cash or cash equivalents and the Company had no financial obligations. Each series will enter into a purchase agreement, obtain a loan, or both to acquire its Underlying Asset with proceeds generated from the closing of the offering of such series. No series will have any obligation to repay a loan incurred by the Company or to perform on a purchase and sale agreement to purchase an Underlying Asset for another series. Plan of Operations At the time of the qualification of this offering statement, Series has not commenced operations, is not capitalized and has no assets or liabilities. We intend for Series to start operations at the time of the Closing of the Offering. All assets and liabilities related to the Series that have been incurred to date and will be incurred until the Closing are the responsibility of the Company or the Manager and responsibility for any assets or liabilities related to the Series will not transfer to each Series until such time as a Closing for each series has occurred. The Company plans to launch approximately 5 to 15 additional offerings in the next 12 months. The proceeds from any offerings closed during the next 12 months will be used to fund business operations, and acquire additional investment grade fine wine, which we anticipate will enable the Company to reduce Operating Expenses for each series as we negotiate better contracts for storage, insurance and other Operating Expenses with a larger collection of assets. However, it should be noted that the Company may not launch enough Series or have enough Underlying Assets to realize economies of scale. Despite the Company?s best intentions, it is possible, and very likely, that the Company may not be able to launch as many offerings as it intends and thus, will not be able to realize reduced Operating Expenses per Series through economies of scale. If the Company, through, multiple Series, is able to purchase additional assets, then it is expected that for the next 12 months and beyond, such Series, collectively, will be able to manage the costs associated with maintaining the individual Series and their individual assets. We believe the Series will incur costs related to the storage and insurance of the assets. We believe, collectively, we will have sufficient cash through offerings to cover such costs until such time as individual assets are able to generate revenue. To this end, if the individual Series are unable to pay such costs, the Series and their assets may be exposed to liabilities such as not being insured and not being in a secured location. Through the Manager, the principals of the Manager are committed to providing capital to the individual Series in the event such a shortfall were to occur and to covering the costs of insurance and otherwise as may be necessary to secure and protect the assets of such Series. This commitment is not in writing. PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE Plan of Distribution We are managed by VinVesto, Inc. (?VinVesto? or the ?Manager?), a Delaware corporation incorporated in June 2020. VinVesto owns and operates a web-based (desktop & mobile) investment platform called VinVesto (the VinVesto platform and any successor platform used by the Company for the offer and sale of interests, the ?VinVesto Platform?), through which Investors may indirectly invest, through a series of the Company?s interests, in fine wine opportunities that have been historically limited to high net worth individuals. Through the use of the VinVesto Platform, Investors can browse and screen the potential investments and sign legal documents electronically. We intend to distribute the Interests primarily through the VinVesto Platform. The VinVesto Platform is operated by our individual officers. None of our officers involved in the platform and involved in the offer and sale of the Interests is a member firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the Interests. The VinVesto platform refers to both the investment platform and potential future trading platform. The investment platform is in development and will launch in conjunction with the Series offering. To participate, investors must complete an application on the VinVesto platform to subscribe. This Offering of Series Interests is being conducted under Regulation A under the Securities Act of 1933, as amended (the ?Securities Act?) and therefore, only offered and sold to ?qualified purchasers.? For further details on the suitability requirements an Investor must meet in order to participate in this Offering, see ?Plan of Distribution and Subscription Procedure ? Investor Suitability Standards?. As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law ?Blue Sky? review, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our Interests are offered and sold only to ?qualified purchasers? or at a time when our Interests are listed on a national securities exchange. The Interests discussed herein will be offered by the Company for each individual Series. The Company is managed by our Manager. We expect that the officers or our Manager will sell the Interests and will not receive any compensation for the sale of Interests in individual Series. It is expected that the Manager, through its individual officers, as a representative of the Company and the Series, will promote the VinVesto Platform (website), the individual assets of the Series, and will over all represent the Company. We are relying on Rule 3a4-1 of the Securities Exchange Act of 1934, Associated Persons of an Issuer Deemed not to be Brokers. The applicable portions of the rule state that associated persons (including companies) of an issuer shall not be deemed brokers if they (a) perform substantial duties at the end of the offering for the issuer; (b) are not broker dealers; and (c) do not participate in selling securities more than once every 12 months, except for any of the following activities: (i) preparing written communication, but no oral solicitation; or (ii) responding to inquiries provided that the content is contained in the applicable registration statement; or (iii) performing clerical work in effecting any transaction. The officers that will be selling the securities via the platform conduct any activities that fall outside of Rule 3a4-1 and are therefore not brokers nor are they dealers. All subscription funds which are accepted will be deposited directly into the Company?s account. This account is not held by an escrow agent. Subscription funds placed in the segregate, Company account may only be released if the Minimum Offering Amount is raised within the Offering Period. The initial offering price for each series (the ?Purchase Price?) will be determined by the Manager in consideration of the aggregate of (i) the purchase price of the Series , (ii) the Transfer Agent Fee, (iii) Offering Expenses, (iv) the Acquisition Expenses, and (v) the Sourcing Fee (in each case as described below). The Closing of an offering of the Series Interests will occur on the earliest to occur of (i) the date subscriptions for the Maximum Interests have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Minimum Interests have been accepted. If Closing has not occurred, the Offering shall be terminated upon (i) the date which is one year from the date this Offering Circular is qualified by the U.S. Securities and Exchange Commission (the ?Commission?) which period may be extended by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the offering in its sole discretion. The Series Interests are being offered by subscription only in the U.S. and to residents of those states in which the offer and sale is not prohibited. This Offering Circular does not constitute an offer or sale of Series Interests outside of the U.S. Those persons who want to invest in the Interests must sign a Subscription Agreement, which will contain representations, warranties, covenants, and conditions customary for private placement investments in limited liability companies; see ?How to Subscribe? below for further details. A copy of the form of Subscription Agreement is attached as Exhibit 4.1. The Series Interests will be issued in book-entry form without certificates. The Manager, and not the Company, will pay all of the expenses incurred in this Offering the Sourcing Fee, Offering Expenses or Acquisition Expenses, including fees to legal counsel, but excluding fees for counsel or other advisors to the Investors and fees associated with the filing of periodic reports with the Commission and future blue sky filings with state securities departments, as applicable. Any Investor desiring to engage separate legal counsel or other professional advisors in connection with this Offering will be responsible for the fees and costs of such separate representation. Private Offerings Certain offerings may be made available through the VinVesto Platform to only a limited number of prospective investors (we refer to these as private drops). With respect to these private drops, our manager may increase the minimum subscription by an investor to an amount that it determines in its sole discretion, which higher minimum amount will not exceed $10,000 per investor. Investor Suitability Standards Our interests are being offered and sold only to ?qualified purchasers? (as defined in Regulation A under the Securities Act). For this Tier 2 offering, a ?qualified purchaser? includes all offerees and purchasers in this offering. Our interests will not be offered or sold to prospective investors subject to ERISA. If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities. Our manager and the Broker, in its capacity as broker of record for each offering, will be permitted to make a determination that the subscribers of our interests in any offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber?s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests. See ?Risk Factors.? The Interests will not be offered or sold to prospective Investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (?ERISA?). If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities. Our Manager will be permitted to make a determination that the subscribers of Interests in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber?s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. An investment in our Interests may involve significant risks. Only Investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Interests. See ?Risk Factors.? Minimum and Maximum Investment The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 19.99% of the total interests of a particular series, although such maximum threshold may be waived or modified by our manager in its sole discretion, and our manager may set higher minimum subscription amounts in its sole discretion in connection with private drops, which higher minimum amounts will not exceed $10,000 per investor. See ?Plan of Distribution and Selling Securityholders? for additional information. Escrow Agent The escrow agent is North Capital Private Securities, a Pennsylvania banking corporation (the ?Escrow Agent?) who will be appointed pursuant to an escrow agreement among the Escrow Agent and the Company, on behalf of the Series (the ?Escrow Agreement?). A copy of the Escrow Agreement is attached hereto as Exhibit 8.1. Each series will generally be responsible for fees due to the Escrow Agent, which are categorized as part of the Offering Expenses described in the ?Fees and Expenses? section below; however, the Manager has agreed to pay and not be reimbursed for fees due to the Escrow Agent incurred in the case of the Offering for Series Interests. The Company must indemnify the Escrow Agent and each of its officers, directors, employees and agents against any losses that are incurred in connection with providing the services under the Escrow Agreement other than losses that arise out of the Escrow Agent?s gross negligence or willful misconduct. Fees and Expenses Offering Expenses Each Series of Interests will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the interests associated with that series (the ?Offering Expenses?). Offering Expenses consist of legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering (and exclude ongoing costs described in Operating Expenses). The Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to this Offering. Acquisition Expenses Each Series of Interests will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to such series incurred prior to the Closing, including brokerage and sales fees and commissions, appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees and interest (if the Underlying Asset was acquired using debt prior to completion of an offering), auction house fees, travel and lodging for inspection purposes, transportation costs to transfer the Underlying Asset from the Asset Seller?s possession to the storage facility or to locations for creation of photography and videography materials (including any insurance required in connection with such transportation) and photography and videography expenses in order to prepare the profile for the Underlying Asset on the VinVesto Platform (the ?Acquisition Expenses?). The Acquisition Expenses will be payable from the proceeds of each offering. As it related to the Series, the seller is not seeking reimbursement for such costs. This may change for future assets acquired by individual Series. Sourcing Fee The Manager will be paid a fee as compensation for sourcing each Underlying Asset (the ?Sourcing Fee?), such amount as determined by the Manager at the time of such offering. Additional Information Regarding this Offering Circular We have not authorized anyone to provide you with information other than as set forth in this Offering Circular. Except as otherwise indicated, all information contained in this Offering Circular is given as of the date of this Offering Circular. Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof. From time to time, we may provide an ?Offering Circular Supplement? that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular Supplement. The Offering Statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the Commission and any Offering Circular Supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the Commission. The Offering Statement and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section for the Series on the VinVesto Platform. The contents of the VinVesto Platform (other than the Offering Statement, this Offering Circular and the Appendices and Exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular. How to Subscribe Potential Investors who are ?qualified purchasers? may subscribe to purchase Series Interests. Any potential Investor wishing to acquire Series Interests must: 1. Carefully read this Offering Circular, and any current supplement, as well as any documents described in the Offering Circular and attached hereto or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in the Series Interests is suitable for you. 2. Review the Subscription Agreement (including the Investor Qualification and Attestation attached thereto), which was pre- populated following your completion of certain questions on the VinVesto Platform application and if the responses remain accurate and correct, sign the completed Subscription Agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers. 3. Once the completed Subscription Agreement is signed, an integrated online payment provider will transfer funds in an amount equal to the purchase price for the Series Interests you have applied to subscribe for (as set out on the front page of your Subscription Agreement) into the escrow account for the series. The Escrow Agent will hold such subscription monies in escrow until such time as your Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further time until you are issued Series Interests. 4. The Manager will review the subscription documentation completed and signed by you. You may be asked to provide additional information. The Manager will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw the Offering at any time prior to Closing. 5. Once the review is complete, the Manager will inform you whether or not your application to subscribe for Series Interests is approved or denied and if approved, the number of Series Interests you are entitled to subscribe for. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. The Manager accepts subscriptions on a first-come, first served basis subject to the right to reject or reduce subscriptions. 6. If all or a part of your subscription is approved, then the number of Series Interests you are entitled to subscribe for will be issued to you upon the Closing. Simultaneously with the issuance of the Series Interests, the subscription monies held by the Escrow Agent in escrow on your behalf will be transferred to the account of the Series as consideration for such Series Interests. By executing the Subscription Agreement, you agree to be bound by the terms of the Subscription Agreement and the Limited Liability Company Agreement of the Company (the ?Operating Agreement?). The Company, the Manager will rely on the information you provide in the Subscription Agreement, including the ?Investor Qualification and Attestation? attached thereto and the supplemental information you provide in order for the Manager to verify your status as a ?qualified purchaser?. If any information about your ?qualified purchaser? status changes prior to you being issued the Series Interests, please notify the Manager immediately using the contact details set out in the Subscription Agreement. For further information on the subscription process, please contact the Manager using the contact details set out in the ?Where to Find Additional Information? section. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest bearing account with the Escrow Agent and will not be commingled with the Series of Interests? operating account, until if and when there is a Closing with respect to that Investor. When the Escrow Agent has received instructions from the Manager that the Offering will close and the Investor?s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such Investor?s subscription proceeds in its possession to the account of the Series. If the Offering is terminated without a Closing, or if a prospective Investor?s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective Investors will be returned promptly to them without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by the Manager. Description of the Business Overview The fine wine market is a global industry valued over $7 billion (based on Cult Wine estimates). There is no true definition of a ?fine wine.? A general rule of thumb is bottles over $100.00 upon release are investment grade. There may be investment grade fine wines that retail below the $100.00 price. This market was previously controlled by the Bordeaux and Burgundy regions of France. These regions of France have been producing high-quality, investment grade wines for hundreds of years. As the world has globalized and fine wine production has improved, regions from all over the world now compete in the fine wine industry. We look to source fine wine from regions including, but not limited to, the United States, France, Italy, Australia, and Argentina. By extrapolating this current trend the Company believes that the fine wine market will continue to expand as its global participants increase. Current market participants are limited to (i) personal wine collectors, (ii) fine wine retailers and (iii) fine wine managers who manage retail investor?s capital in wine investments. These market participants have limited outside participants through high initial investments, logistical challenges, and the need for industry expertise. Our mission is to expand these market participants to all investors. We believe that all investors deserve the diversification benefits, downside protection, and low correlation to traditional financial assets that fine wine provides. Regulatory advancements have made it possible for the Company to offer all investors the ability to invest in fine wine. We think that both wine enthusiasts as well as savvy investors will be able to benefit from our offerings. Both types of investors will benefit from our diversified collections. It is expected the majority of the value for the investors will come in the form of long-term capital appreciation. The Company does not anticipate to generate ?Free Cash Flow? from the underlying assets. There are numerous methods to buy and sell wine. The primary buying methods are, (i) both global and domestic fine wine merchants, (ii) both global and domestic fine wine auction houses, such as Sotheby?s, K&L, and WineBid, and (iii) fine wine exchanges, such as the London International Vintner?s Exchange. The Company only works with licensed fine wine merchants. Although, we currently do not operate on international exchanges, we do believe that we may need to source wines from international merchants. In the event of an international purchase, we intend to store the wines in a bonded warehouse within the country of purchase. This limits the taxes and tariffs paid on the assets. When our wine collection reaches its peak value, we intend to sell the collection. Methods to sell the collections include, but are not limited to, (i) both global and domestic fine wine merchants, (ii) both global and domestic fine wine auction houses, such as Sotheby?s, K&L, and WineBid, and (iii) fine wine exchanges, such as the London International Vintner?s Exchange. Although we currently do not operate an auction house or retailer, the Company may explore this option to recognize the best price for our Interest Holders. Business of the Company We anticipate that the Company?s core competency will be the identification, acquisition, marketing and management of investment grade fine wines for the benefit of the Investors. In addition, through the use of the VinVesto Platform, the Company aspires to offer innovative digital products that support a seamless, transparent and unassuming investment process as well as unique and enjoyable experiences that enhance the utility value of investing in passion assets. The Company, with the support of the Manager and through the use of the VinVesto Platform, aims to provide: - Investors with the highest quality fine wine for investment and portfolio diversification - Asset Sellers with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to build equity positions in assets via the Interests issued to Asset Sellers in Offerings for Series Interests conducted through the Platform, as part of total purchase consideration to the Asset Sellers. - All platform users with unique wine insights, research, and experiences. Our objective is to become the leading marketplace for investing in investment grade fine wine and, through the VinVesto Platform, to provide Investors with financial returns commensurate with returns in the fine wine market, to enable deeper and more meaningful participation by fine wine enthusiasts in the hobby, to provide experiential and social benefits comparable to those of a world- class fine wine collector, and to manage the collection in a manner that provides exemplary care to the assets and offers potential returns for Investors. Manager The Operating Agreement designates the Manager as the managing member of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members. The Manager will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Manager. The Operating Agreement further provides that the Manager, in exercising its rights in its capacity as the managing member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series of Interests or any of the interest holders and will not be subject to any different standards imposed by the Operating Agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the Operating Agreement provides that the Manager will not have any duty (including any fiduciary duty) to the Company, any series or any of the interest holders. In the event the Manager resigns as managing member of the Company, the holders of a majority of all interests of the Company may elect a successor managing member. Holders of interests in each series of the Company have the right to remove the Manager as manager of the Company, by a vote of two-thirds of the holders of all interests in each series of the Company (excluding the Manager), in the event the Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series of Interests or the Company. If so convicted, the Manager shall call a meeting of all of the holders of every Series of Interests within 30 calendar days of such non- appealable judgment at which the holders may vote to remove the Manager as manager of the Company and each series. If the Manager fails to call such a meeting, any interest holder will have the authority to call such a meeting. In the event of its removal, the Manager shall be entitled to receive all amounts that have accrued and are due and payable to it. If the holders vote to terminate and dissolve the Company (and therefore the series), the liquidation provisions of the Operating Agreement shall apply (as described in ?Description of the Interests Offered ? Liquidation Rights?). In the event the Manager is removed as manager of the Company, it shall also immediately cease to be manager of any series. See ?Management? for additional information regarding the Manager. Advisory Board The Manager intends to assemble an expert network of advisors with experience in relevant industries (the ?Advisory Board?) to assist the Manager in identifying and acquiring the fine wines, to assist the Series Manager in managing the fine wines and to advise the Manager and certain other matters associated with the business of the Company and the various Series of Interests. The members of the Advisory Board are not managers or officers of the Company or any series and do not have any fiduciary or other duties to the interest holders of any series. Operating Expenses Upon the Closing, the Series will be responsible for the following costs and expenses attributable to the activities of the Company related to the Series (together, the ?Operating Expenses?): I. any and all ongoing fees, costs and expenses incurred in connection with the management of the Underlying Asset, including import taxes, income taxes, transportation (other than transportation costs described in Acquisition Expenses), storage (including its allocable portion of property rental fees should the Manager decide to rent a property to store a number of Underlying Assets), security, valuation, custodial, marketing, maintenance and utilization of the Underlying Asset; II. fees, costs and expenses incurred in connection with preparing any reports and accounts of the Series of Interests, including any blue sky filings required in certain states and any annual audit of the accounts of such Series of Interests (if applicable); III. fees, costs and expenses of a third party registrar and transfer agent appointed in connection with the Series of Interests; IV. fees, costs and expenses incurred in connection with making any tax filings on behalf of the Series of Interests; V. any indemnification payments; VI. any and all insurance premiums or expenses incurred in connection with the Underlying Asset, VII. any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion. The Manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the Closing. The Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the Underlying Asset), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the Underlying Asset). If the Operating Expenses exceed the amount of revenues generated from the Underlying Asset and cannot be covered by any Operating Expense reserves on the balance sheet of the Underlying Asset, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the Series (an ?Operating Expenses Reimbursement Obligation(s)?), and/or (c) issue additional Interests in the Series in order to cover such additional amounts. Indemnification of the Manager The Operating Agreement provides that none of the Manager, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of the Manager, members of the Advisory Board, nor persons acting at the request of the Company in certain capacities with respect to other entities (collectively, the ?Indemnified Parties?) will be liable to the Company, any series or any interest holders for any act or omission taken by the Indemnified Parties in connection with the business of the Company or any Series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Series will indemnify the Indemnified Parties out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving as Indemnified Parties with respect to the Company or the Series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. Description of the Series Agreement The Series will appoint the Manager to serve as Series Manager (the ?Series Manager?) to manage the Underlying Asset pursuant to a Series Agreement (the ?Series Agreement?). The services provided by the Series Manager will include: - Together with members of the Advisory Board, creating the asset maintenance policies for the collection of assets; - Investigating, selecting, and, on behalf of the applicable series, engaging and conducting business with such persons as the Series Manager deems necessary to ensure the proper performance of its obligations under the Series Agreement, including but not limited to consultants, insurers, insurance agents, maintenance providers, storage providers and transportation providers and any and all persons acting in any other capacity deemed by the Series Manager necessary or desirable for the performance of any of the services under the Series Agreement; and - Developing standards for the transportation and care of the Underlying Assets. The Series Agreement will terminate on the earlier of: (i) one year after the date on which the relevant Underlying Asset has been liquidated and the obligations connected to the Underlying Asset (including, contingent obligations) have been terminated, (ii) the removal of VinVesto, Inc. as managing member of the Company (and thus all Series of Interests), (iii) upon notice by one party to the other party of a party?s material breach of the Series Agreement or (iv) such other date as agreed between the parties to the Series Agreement. Each series will indemnify the Series Manager out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving as Series Manager under the Series Agreement with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. Management Fee As consideration for managing the Underlying Asset, the Series Manager will be paid a semi-annual fee pursuant to the Series Agreement equal to 50% of any available Free Cash Flow generated by the Series for such six-month time period (the ?Management Fee?). However, the company does not intend to generate Free Cash Flow by using the underlying asset. Asset selection The Company targets a broad spectrum of assets globally in order to cater to a wide variety of tastes and investment strategies across the fine wine market. We source our wine using historic trends, projected trends, and a large database of fine wine metrics. We will pursue acquisitions opportunistically on a global basis whenever we can leverage our industry specific knowledge, data analysis skills, or relationships to bring compelling investment opportunities to Investors. It is our objective to acquire only the highest caliber assets (and to appropriately maintain, monitor and manage the collection to support its continued value appreciation and to enable respectful enjoyment and utilization by the Investors. We anticipate that our Advisory Board will assist in the identification of fine wine and in finding and identifying fine wine related service providers. This will give the Company access to the highest quality assets and balanced information and decision making from information collected across a diverse set of constituents in the fine wine market, as well as a network of partners to ensure the highest standards of care for the Underlying Assets. Our asset selection criteria were established by the Manager in consultation with members of our Advisory Board and are continually influenced by Investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of the Manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset?s value appreciation potential. The Manager, along with our Advisory Board, will attempt to only select assets with known ownership history, pre- purchase inspections, and other related records. The Manager, along with our Advisory Board, also considers the condition and grading of the assets, historical significance, provenance, the historical valuation of the specific asset or comparable assets and our ability to relocate the asset to our storage facilities. The Manager, together with the Advisory Board, will review asset selection criteria at least annually. The Manager will seek approval from the Advisory Board for any major deviations from these criteria. Through the Company?s network and Advisory Board, we believe that we will be able to identify and acquire fine wines of the highest quality and known provenance, with the intent of driving returns for Investors in the Series of Interests that owns the applicable asset. Concurrently, through the VinVesto Platform, we aim to bring together a significantly larger number of potential buyers with Asset Sellers than traditional auction houses or brokers are able to achieve. Through this process, we believe we can source and syndicate assets more efficiently than the traditional markets and with significantly lower transaction and holding costs. Asset acquisition From time to time, the Company or its Affiliates may elect to acquire an asset opportunistically prior to the offering process. In such cases, the proceeds from the associated offering, Offering Expenses or other Acquisition Expenses or Sourcing Fee, will be used to reimburse the Company for the acquisition of the asset or repay any loans made to the Company, plus applicable interest, to acquire such assets. Rather than pre-purchasing assets before the closing of an offering, the Company plans to work with the Manager to source and identify outstanding supply and inventory at the Asset Sellers. The company will list and market a collection of assets on the VinVesto Platform to Investors. The Company is able to estimate the average market value of the Underlying Assets through the network of price lists, www.winesearcher.com, auction houses, and fine wine exchanges. The Manager?s thorough sourcing process ensures the Underlying Assets are available in the fine wine market, and that the Manager is able to acquire the wines at a reasonable price. Then, upon closing a successful offering, the Asset Sellers would be compensated by the Manager. The Company will acquire the Underyling Assets from the Manager with a combination of cash proceeds from the offering and, if elected, equity ownership in the series associated with the asset (as negotiated in the purchase for such fine wines) and the asset would be held by, or for the benefit of, the applicable series. Asset Liquidity The Company intends to hold and manage all of the assets marketed on the VinVesto Platform for an average of five to ten years. Liquidity for Investors would be obtained by transferring their interests in a series (although there can be no guarantee that a secondary market for any Series of Interests will develop or that appropriate registrations to permit secondary trading will ever be obtained). However, should an offer to liquidate an entire asset materialize and be in the best interest of the Investors, as determined by the Manager, the Manager together with the Advisory Board will consider the merits of such offers on a case- by-case basis and potentially sell the asset. Furthermore, should an asset become obsolete (e.g. lack Investor demand for its interests) or suffer from a catastrophic event, the Manager may choose to sell the asset. As a result of a sale under any circumstances, the Manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the applicable series (after payment of any accrued liabilities or debt, including but not limited to balances outstanding under any Operating Expenses Reimbursement Obligation, on the asset or of the series at that time). Facilities The Manager intends to operate the Company and manage the collection in a manner that will focus on the ongoing security of all Underlying Assets. The Manager will store the Underlying Asset, along with other assets in a professional facility and in accordance with standards commonly expected when managing fine wines of equivalent value and always as recommended by the Advisory Board. The Manager intends to store the Underlying Assets within the Domaine Wine Storage network of storage locations. If unable to store in the Domaine network the Manager will store the Underlying Assets in a licensed wine storage facility. The Manager and the Series Manager is located at 2800 Patterson Ave. Ste. 300 Richmond, VA 23221 and presently has three employees. The Company does not have any employees. Government regulation Regulation of the fine wine industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which the Company operates, it may be required to obtain licenses and permits to conduct business and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes. Claims arising out of actual or alleged violations of law could be asserted against the Company by individuals or governmental authorities and could expose the Company or each Series of Interests to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines. Legal proceedings None of the Company, any series, the Manager, the Series Manager or any director or executive officer of the Manager is presently subject to any material legal proceedings. Allocations of expenses To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from Underlying Assets and any indemnification payments made by the Company will be allocated amongst the various interests in accordance with the Manager?s allocation policy, a copy of which is available to Investors upon written request to the Manager. The allocation policy requires the Manager to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable Series of Interests. If, however, an item is not allocable to a specific series but to the Company in general, it will be allocated pro rata based on the value of Underlying Assets (e.g., in respect of insurance) or the number of interests, as reasonably determined by the Manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof it is anticipated that revenues and expenses will be allocated as follows: Expense Item Details Allocation Policy Offering Expenses Filing expenses related to submission of regulatory paperwork for a series Allocable pro rata to the value of each Underlying Assets Underwriting expense incurred Allocable pro rata to the number of Underlying Assets Legal expenses related to the submission of regulatory paperwork for a series Allocable pro rata to the number of Underlying Assets Audit and accounting work related to the regulatory paperwork of a series Allocable pro rata to the number of Underlying Assets Escrow agent fees for the administration of escrow accounts related to the offering Allocable pro rata to the number of Underlying Assets Compliance work including due diligence related to the preparation of a series Allocable pro rata to the number of Underlying Assets Acquisition Expense Transportation of Underlying Assets as at time of acquisition Allocable pro rata to the number of Underlying Assets Insurance for transportation of Underlying Assets as at time of acquisition Allocable pro rata to the value of each Underlying Assets Preparation of marketing materials Allocable pro rata to the number of Underlying Assets Interest expense if the Underlying Assets were pre-purchased. Allocable directly to the applicable Underlying Assets Operating Expense Storage Allocable pro rata to the number of Underlying Assets Security Allocable pro rata to the number of Underlying Assets Custodial fees Allocable pro rata to the number of Underlying Assets Insurance Allocable pro rata to the value of each Underlying Assets Audit, accounting, and bookkeeping related to the reporting requirements of the series. Allocable pro rata to the number of Underlying Assets Indemnification Payments Indemnification payments under the Operating Agreement Allocable pro rata to the value of each Underlying Assets Notwithstanding the foregoing, the Manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to the Investors. MARKET OPPORTUNITY The market opportunity for alternative asset classes may remain favorable as the macroeconomic environment presently few opportunities to generate stable yield. Treasuries and corporate bonds do not offer a strong yield as global interest rates remain very low. Covid-19 has exposed tremendous volatility in the public equity markets. Transparency continues to grow in the alternative asset industry and we believe the future for alternatives, including fine wine is promising. The fine wine market is experiencing secular tailwinds. The market has emerged from a conservative past into a more accepting present. The global share of fine wine has transitioned away from Bordeaux and Burgundy. According to data from the London International Vintner?s Exchange, Bordeaux?s regional trade share on their exchange has decreased over the last 10 years. The regions that are taking share from Bordeaux include, Italy, Rhone, Champagne, and Rest of World. The fine wine market is valued around $5 billion (Morgan Stanley). Since 2003, the London International Vintner?s Exchange 1000 (a good proxy for the fine wine market) has an annualized annual return (10 year rolling periods) of 7.61% with volatility of 1.46% (Cult Wines). There are three primary places to buy wine. Fine wine merchants have the largest share of the market with an estimated 70% share of the market. Auction houses are the second largest player in the secondary market with an estimated 25% share of the market. Finally, wine exchanges are the smallest player in the secondary wine market, with and estimated 5% of the market. The secondary fine wine market lacks pricing transparency. We utilize public pricing lists, wine price aggregators, and fine wine exchange data to determine a fair value estimate of the average market value. This lack of pricing transparency creates wide spreads in the market between comparable wines. We look to utilize these spreads to source wines at attractive valuations, thereby maximizing the potential upside for our investors. MANAGEMENT Manager The Manager of the Company is VinVesto, Inc., a Delaware corporation formed on June 16th, 2020. The Company operates under the direction of the Manager, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. The Manager has established a Board of Directors and an Advisory Board that will make decisions with respect to all asset acquisitions and dispositions. The Manager and its officers and directors are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require. The Manager is responsible for determining maintenance required in order to maintain or improve the asset?s quality, determining how to monetize the Series and other Underlying Assets, and evaluating potential sale offers, which may lead to the liquidation of the Series or other series as the case may be. The Company will follow guidelines adopted by the Manager and implement policies set forth in the Operating Agreement unless otherwise modified by the Manager. The Manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. The Manager may change our objectives at any time without approval of our Members. The Manager itself has no track record and is relying on the track record of its individual officers, directors and advisors. The Manager performs its duties and responsibilities pursuant to our Operating Agreement. The Manager maintains a contractual, as opposed to a fiduciary relationship, with us and our Members. Furthermore, we have agreed to limit the liability of the Manager and to indemnify the Manager against certain liabilities. Responsibilities of the Manager The responsibilities of the Manager include: Asset Sourcing, Acquisition, and Disposition Services: - Together with members of the Advisory Board, define and oversee the overall Underlying Asset sourcing and disposition strategy; - Manage the Company?s asset sourcing activities, including creating the asset acquisition policy, organizing and evaluating due diligence for specific asset acquisition opportunities, and structuring partnerships with collectors and brokers who may provide opportunities to source quality assets; - Negotiate and structure the terms and conditions of acquisitions of assets with Asset Sellers, and associated brokers; - Evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions; - Structure and negotiate the terms and conditions of transactions pursuant to which Underlying Assets may be sold or otherwise disposed; - The Manager will acquire the wines from the Asset Seller and will be compensated by the Company with the cash raised from the completed offering. Services in Connection with an Offering: - Create and manage all series of interest for offerings related to Underlying Assets on the VinVesto Platform; - Develop offering materials, including the determination of its specific terms and structure and description of the Underlying Assets; - Create and submit all necessary regulatory filings including, but not limited to, Commission filings and financial audits and coordinate with the broker of record, lawyers, accountants and escrow agents as necessary in such processes; - Prepare all marketing materials related to offerings and obtain approval for such materials from the broker of record; - Together with the broker of record, coordinate the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; - Create and implement various technology services, transactional services, and electronic communications related to any offerings; - All other necessary offering related services; Asset Monetization Services: - Create and manage all revenue-generating events and determine participation in such programs by any underlying assets; - evaluate and enter into service provider contracts related to the operation of revenue-generating events; - allocate revenues and costs related to revenue-generating events to the appropriate series in accordance with our allocation policy; - approve potential joint ventures, limited partnerships and other such relationships with third parties related to asset monetization and revenue-generating events; Interest Holder Relationship Services: - Provide any appropriate updates related to Underlying Assets or offerings electronically or through the VinVesto Platform; - Manage communications with Members, including answering emails, preparing and sending written and electronic reports and other communications; - Establish technology infrastructure to assist in providing Interest Holder support and services; - Determine our distribution policy and determine amounts of and authorize Free Cash Flow distributions from time to time; - Maintain Free Cash Flow funds in deposit accounts or investment accounts for the benefit of a Series; Administrative Services: - Manage and perform the various administrative functions necessary for our day-to-day operations; - Provide financial and operational planning services and collection management functions including determination, administration and servicing of any Operating Expenses Reimbursement Obligation made to the Company or any series by the Manager to cover any Operating Expense shortfalls; - Administer the potential issuance of additional Interests to cover any potential Operating Expense shortfalls; - Maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semi-annual financial statements; - Maintain all appropriate books and records for the Company and all the Series of Interests; - Obtain and update market research and economic and statistical data in connection with the Underlying Assets and the general fine wine market; - Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; - Supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; - Provide all necessary cash management services; - Manage and coordinate with the transfer agent, if any, the process of making distributions and payments to Members or the transfer or re-sale of securities as may be permitted by law; - Evaluate and obtain adequate insurance coverage for the Underlying Assets based upon risk management determinations; - Provide timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with regulatory matters; - Evaluate our corporate governance structure and appropriate policies and procedures related thereto? and - Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law. Executive Officers, Directors and Key Employees of the Manager Name - Nicholas King o Age: 23 o Chief Executive Officer - Patrick Sanders o Age: 23 o Chief Technology Officer Background of Officers and Directors of the Manager The following is a brief summary of the background of each director and executive officer. Nicholas King, Chief Executive Officer Nick is an entrepreneur with experience in the fintech, financial services, and startup space. Prior to founding VinVesto, Nick was an associate analyst at Thompson, Siegel, and Walmsley, an investment firm specializing in value investing. There he sharpened his business analysis, fundamental research, financial modeling, and investing abilities. Before Thompson, Siegel, and Walmsley he held a role at Taylor Hoffman Wealth Management as an Investment Analyst. Prior to Taylor Hoffman, Nick held positions at Slice Capital, a crowdfunding startup, as well as K&A Affiliates, a private equity company. Patrick Sanders, Chief Technology Officer Advisory Board Responsibilities of the Advisory Board The Advisory Board will support the Company, the Series Manager and the Manager and consists of members of our expert network and additional advisors to the Manager. It is anticipated that the Advisory Board will review the Company?s relationship with, and the performance of, the Manager, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will be responsible for the following: I. Approving, permitting deviations from, making changes to, and annually reviewing the asset acquisition policy; II. Evaluating all asset acquisitions; III. Evaluating any third party offers for asset acquisitions and approving asset dispositions that are in the best interest of the Company and the Members; IV. Providing guidance with respect to the appropriate levels of annual insurance costs and maintenance costs specific to each individual asset and/or collection of assets; V. Reviewing material conflicts of interest that arise, or are reasonably likely to arise with the managing member, on the one hand, and the Company, a series or the Economic Members, on the other hand, or the Company or a series, on the one hand, and another series, on the other hand; VI. Approving any material transaction between the Company or a series, on the one hand, and the Manager or any of its affiliates, another series or an interest holder, on the other hand, other than for the purchase of interests; VII. Reviewing the total fees, expenses, assets, revenues, and availability of funds for distributions to Members at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the assets, and that funds available for distributions to Members are in accordance with our policies; and VIII. Approving any service providers appointed by the Manager in respect of the Underlying Assets. The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise. The Members of the Advisory Board are not managers or officers of the Company or any series and do not have fiduciary or other duties to the interest holders of any series. Compensation of the Advisory Board The Manager will compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service by issuing to them shares of common stock in the Manager subject to traditional vesting terms. As such, it is anticipated that the members of the Advisory Board will be compensated by the Manager and that their costs will not be borne by any given Series of Interests, although members of the Advisory Board may be reimbursed by a series for out-of-pocket expenses incurred by such Advisory Board member in connection with a Series of Interests (e.g. travel related to evaluation of an asset). Members of the Advisory Board We plan to continue to build the Advisory Board over time and are in advanced discussions with various experts in the fine wine market. We have already established an informal network of expert advisors who support the Company in asset acquisitions, valuations and negotiations. To date one individual has formally joined the Manager?s Advisory Board: ------ COMPENSATION Compensation of Executive Officers We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by the Company. Each of the executive officers of the Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager, from VinVesto, Inc. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Manager, we do not intend to pay any compensation directly to these individuals. Compensation of Manager The Manager may receive Sourcing Fees and reimbursement for costs incurred relating to this and other offerings (e.g., Offering Expenses and Acquisition Expenses) and, in its capacity as Series Manager, a Management Fee. Neither the Manager nor its affiliates will receive any selling commissions or broker fees in connection with the offer and sale of the Interests. However, please review our Use of Proceeds for complete details on how proceeds will be utilized for each Series. The annual compensation of the Manager for Fiscal Year 2019 was as follows: - Cash Comp: $0 - Other Comp: $0 - Total Comp: $0 The Manager will receive Sourcing Fees for each subsequent offering for Series of Interests in the Company that Closes. In addition, should a series revenue exceed its ongoing Operating Expenses and various other potential financial obligations of the series, the Manager in its capacity as the Series Manager may receive a Management Fee as described in ?Description of the Business ?Management Fee.? To date, no Management Fees have been paid by any series and we do not expect to pay any Management Fees in Fiscal Year 2019. A more complete description of Management of the Company is included in ?Description of the Business? and ?Management?. PRINCIPAL INTEREST HOLDERS The Company is managed by VinVesto, Inc. At the Closing of this Offering, VinVesto, Inc. or an affiliate will own at least 0.5% of the Interests in the Series, acquired on the same terms as the other Investors.. Throughout the Offering, VinVesto, Inc. or an affiliate, has the right to purchase up to an additional 9.5% of the Interests, capped at 10% in total of Series. VinVesto, Inc. or an affiliate may sell some or all of the Interests acquired pursuant to this Offering from time to time after the Closing. The address of VinVesto, Inc. is 2800 Patterson Ave, Richmond, VA 23221. Securities Being Offered The following is a summary of the principal terms of, and is qualified by reference to, the operating agreement and the subscription agreements relating to the purchase of the interests offered hereby, which are attached as exhibits to the offering statement of which this offering circular forms a part. This summary is qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the operating agreement or the subscription agreements (as applicable), the provisions of the operating agreement or the subscription agreements (as applicable) shall apply. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement. Description of Interests Our company is a series limited liability company formed pursuant to Section 18-215 of the LLC Act. The purchase of the interests offered hereby is an investment only in the particular series and not an investment in our company as a whole. In accordance with the LLC Act, any series of interests established by our company will be a separate series of limited liability company interests of our company and not in a separate legal entity. We have not issued, and will not issue, any class of interests entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing interests in connection with the offerings. Title to the underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be bottles and/or cases of wine. We do not anticipate that any series will acquire any other wine other than the underlying assets related to that series. An investor who invests in an offering will not have any indirect interest in any asset other than the underlying asset related to the applicable series unless the investor also participates in a separate offering associated with that other underlying asset. Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, our company expects our manager to maintain separate, distinct records for each series and its associated assets and liabilities. As such, the assets of a series include only the wines associated with that series and other related assets (e.g., cash reserves). As noted in the ?Risk Factors? section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our company generally where the assets of such other series or of our company generally are insufficient to meet our company?s liabilities. Section 18-215(c) of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. We intend for each series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular series and title to the relevant underlying assets will be held by, or for the benefit of, the relevant series. All of the interests offered by this offering circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect to the interests, as determined by our manager, the holders of the interests will not be liable to our company to make any additional capital contributions (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of the interests offered hereby have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any interests and no preferential rights to distributions. In general, the holders of each series of our interests (which may include our manager, its affiliates or asset sellers) will participate in the available Free Cash Flow derived from the underlying assets related to the series, less expenses (as described in ??Distribution rights? below). Our manager, an affiliate of our company, will own a minimum of 2% and a maximum of 19.99% of each series of interests, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell its interests from time to time. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. Our manager has the authority under the operating agreement to cause our company to issue interests of a series to investors as well as to other persons for such cost (or no cost) and on such terms as our manager may determine, subject to the terms set forth in the designation for each series. Each series will use the proceeds of its offerings to pay certain fees and expenses related to the acquisition and the offering, including to repay any loans taken to acquire the underlying assets (please see the ?Use of Proceeds to Issuer? section for further details regarding the use of proceeds for each offering). An investor in each offering will acquire an ownership interest only in the applicable series and not, for the avoidance of doubt, in (i) our company, (ii) any other series of interests, (iii) our manager, (iv) our management and messaging portal or platform or (v) any underlying asset owned by any series. Although our interests will not immediately be listed on a stock exchange and a liquid market in our interests cannot be guaranteed, we plan to create our own trading market or partner with an existing platform to allow for trading of our interests (please review additional risks related to liquidity in the ?Risk Factors? section). Further Issuance of Interests Our manager has the option to issue additional interests in any series offered hereby on the same terms as the interests offered hereunder as is required from time to time in order to pay any Operating Expenses which exceed revenue generated from the underlying assets. Distribution Rights Our manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of interests except as otherwise limited by law or the operating agreement. Free Cash Flow consists of the net income (as determined under GAAP) generated by such series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the underlying assets related to such series. Our manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the series. We expect our manager to distribute any Free Cash Flow on a semi-annual basis as set forth below. However, our manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion. Any Free Cash Flow generated by a series from the utilization of the underlying assets related to such series shall be applied within the series in the following order of priority: - repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest; - thereafter to create such reserves as our manager deems necessary, in its sole discretion, to meet future Operating Expenses; and - thereafter by way of distribution to holders of the interests of such series (net of corporate income taxes applicable to the series), which may include asset sellers of the underlying assets related to such series or our manager or any of its affiliates. No series will distribute an underlying asset in kind to its interest holders. The LLC Act (Section 18-607) provides that a member who receives a distribution with respect to a series and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the series for the amount of the distribution for three years. Under the LLC Act, a series limited liability company may not make a distribution with respect to a series to a member if, after the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specific property of such series, would exceed the fair value of the assets of such series. For the purpose of determining the fair value of the assets of the series, the LLC Act provides that the fair value of property of the series subject to liability for which recourse of creditors is limited shall be included in the assets of such series only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the operating agreement. No Redemption Provisions No series of our interests are redeemable. No Registration Rights There are no registration rights in respect of any series of our interests. Limited Voting Rights Our manager is not required to hold an annual meeting of interest holders. The operating agreement provides that meetings of interest holders may be called by our manager and a designee of our manager shall act as chairman at such meetings. Interest holders do not have any voting rights as an interest holder in our company or a series except with respect to: - the removal of our manager for cause as described below; - the dissolution of our company upon the for-cause removal of our manager; and - an amendment to the operating agreement that would: o adversely affect the rights of an interest holder in any material respect; o reduce the voting percentage required for any action to be taken by the holders of interests in our company under the operating agreement; o change the situations in which our company and any series can be dissolved or terminated; o change the term of our company (other than the circumstances provided in the operating agreement); or o give any person the right to dissolve our company. Our manager can only be removed as manager of our company and each series in the event our manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company which has a material adverse effect on our company. When entitled to vote on a matter, each interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the interest holders of an applicable series or of the interest holders of all series of our company, as applicable. The removal of our manager as manager of our company and all series must be approved by two-thirds of the votes that may be cast by all interest holders in any series of our company. All other matters to be voted on by the interest holders must be approved by a majority of the votes cast by all interest holders in any series of our company present in person or represented by proxy. Our manager or its affiliates (if they hold interests) may not vote as an interest holder in respect of any matter put to the interest holders. However, the submission of any action of our company or a series for a vote of the interest holders shall first be approved by our manager and no amendment to the operating agreement may be made without the prior approval of our manager that would decrease the rights of our manager or increase the obligations of our manager thereunder. Our manager has broad authority to take action with respect to our company and any series. See ?Directors, Executive Officers and Significant Employees?The Manager? for more information. Except as set forth above, our manager may amend the operating agreement without the approval of the interest holders to, among other things, reflect the following: - the merger of our company, or the conveyance of all of the assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity; - a change that our manager determines to be necessary or appropriate to implement any state or federal statute, rule, guidance or opinion; - a change that our manager determines to be necessary, desirable or appropriate to facilitate the trading of interests; - a change that our manager determines to be necessary or appropriate for our company to qualify as a limited liability company under the laws of any state or to ensure that each series will continue to qualify as a corporation for U.S. federal income tax purposes; - an amendment that our manager determines, based upon the advice of counsel, to be necessary or appropriate to prevent our company, our manager, or the officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act or ?plan asset? regulations adopted under ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; - any amendment that our manager determines to be necessary or appropriate for the authorization, establishment, creation or issuance of any additional series; - an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the operating agreement; - any amendment that our manager determines to be necessary or appropriate for the formation by our company of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the operating agreement; - a change in the fiscal year or taxable year and related changes; and - any other amendments which our manager deems necessary or appropriate to enable our manager to exercise its authority under the Agreement. In each case, our manager may make such amendments to the operating agreement provided our manager determines that those amendments: - do not adversely affect the interest holders (including any particular series of interests as compared to other series of interests) in any material respect; - are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; - are necessary or appropriate to facilitate the trading of interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the interests may be listed for trading, compliance with any of which our manager deems to be in the best interests of our company and the interest holders; - are necessary or appropriate for any action taken by our manager relating to splits or combinations of interests under the provisions of the operating agreement; or - are required to effect the intent expressed in this prospectus or the intent of the provisions of the operating agreement or are otherwise contemplated by the operating agreement. Furthermore, our manager retains sole discretion to create and set the terms of any new series and will have the sole power to acquire, manage and dispose of underlying asset of each series. Liquidation Rights The operating agreement provides that our company shall remain in existence until the earlier of the following: (i) the election of our manager to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our company; (iii) the entry of a decree of judicial dissolution of our company; (iv) at any time that our company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all interest holders of our company following the for- cause removal of our manager. Under no circumstances may our company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two- thirds of the interests in the profits of our company). A series shall remain in existence until the earlier of the following: (i) the dissolution of our company, (ii) the election of our manager to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the series; or (iv) at any time that the series no longer has any members, unless the business is continued in accordance with the LLC Act. Under no circumstances may a series of interests be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the interests in the profits of the series). Upon the occurrence of any such event, our manager (or a liquidator selected by our manager) is charged with winding up the affairs of the series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or our company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors, (ii) second, to any creditors that are our manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our manager and (B) 90% to the interest holders of the relevant series, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series). Transfer Restrictions Each series of our interests are subject to restrictions on transferability. A holder of interests may not transfer, assign or pledge its interests without the consent of our manager. Our manager may withhold consent in its sole discretion, including when our manager determines that such transfer, assignment or pledge would result in (a) there being more than 1,200 beneficial owners in such series (provided that our manager may waive such limitations), (b) the assets of such series being deemed ?plan assets? for purposes of ERISA, (c) a change of U.S. federal income tax treatment of our company and/or such series, or (d) our company, such series or our manager being subject to additional regulatory requirements. The transferring holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred by us or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The restrictions on transferability listed above will also apply to any resale of interests (see ?Description of the Business ? Asset Liquidity? for additional information). Our manager may transfer all or any portion of the interests held by it at any time and from time to time, in accordance with applicable securities laws, either directly or through brokers. Additionally, unless and until the interests are listed or quoted for trading, there are restrictions on the holder?s ability to the pledge or transfer the interests. There can be no assurance that we will, or will be able to, register our interests for resale. Therefore, investors may be required to hold their interests indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions. To the extent certificated, the interests issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws. Agreement to be Bound by the Operating Agreement; Power of Attorney By purchasing interests, the investor will be admitted as a member of our company and will be bound by the provisions of, and deemed to be a party to, the operating agreement. Pursuant to the operating agreement, each investor grants to our manager a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement. Duties of Officers The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business of each series of interests will be managed under the direction of our manager. Our manager has the power to appoint the officers and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by our manager. Our manager will be appointed as the asset manager of each series to manage the underlying assets. We may decide to enter into separate indemnification agreements with the directors and officers of our company, our manager or our asset manager (including if our manager or asset manager appointed is not VinVesto, Inc.). If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to our company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement. Books and Reports We are required to keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our manager in accordance with the Internal Revenue Code. Our manager will file with the Commission periodic reports as required by applicable securities laws. Under the Securities Act, we must update this offering circular upon the occurrence of certain events, such as asset acquisitions. We will file updated offering circulars and offering circular supplements with the Commission. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are qualified pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. In addition, we plan to provide holders of interests with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information. We will provide such documents and periodic updates electronically. As documents and periodic updates become available, we will notify holders of interests of this by sending the holders an email message or a message through our platform that will include instructions on how to retrieve the periodic updates and documents. If our email notification is returned to us as ?undeliverable,? we will contact the holder to obtain an updated email address. We will provide holders with copies via email or paper copies at any time upon request. Exclusive Jurisdiction Under Section 15.08 of our operating agreement, any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the interests were to bring a claim against our company or our manager pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware. We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors? ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. We have adopted the provision to limit the time and expense incurred by our management to challenge any such claims. As a company with a small management team, this provision allows our officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of our company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Delaware. Investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Waiver of Right to Trial by Jury Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under the operating agreement, which could include claims under federal securities law. By subscribing to this offering and adhering to the operating agreement, the investor warrants that the investor has reviewed this waiver, and knowingly and voluntarily waives his or her jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. Listing The interests offered hereby are not currently listed or quoted for trading on any national securities exchange or national quotation system. MATERIAL UNITED STATES TAX CONSIDERATIONS The following is a summary of the material United States federal income tax consequences of the ownership and disposition of the interests offered hereby to United States holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income tax consequences different from those set forth below. We have not sought any ruling from the U.S. Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This summary also does not address the tax considerations arising under the laws of any United States state or local or any non- United States jurisdiction or under United States federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor?s particular circumstances or to investors that may be subject to special tax rules, including, without limitation: - banks, insurance companies or other financial institutions; - persons subject to the alternative minimum tax; - tax-exempt organizations; - dealers in securities or currencies; - traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; - persons that own, or are deemed to own, more than five percent of the series of interests (except to the extent specifically set forth below); - certain former citizens or long-term residents of the United States; - persons who hold the interests as a position in a hedging transaction, ?straddle,? ?conversion transaction? or other risk reduction transaction; - persons who do not hold the interests as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or - persons deemed to sell the interests under the constructive sale provisions of the Code. In addition, if a partnership, including any entity or arrangement, domestic or foreign, classified as a partnership for United States federal income tax purposes, holds interests, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold interests, and partners in such partnerships, should consult their tax advisors. You are urged to consult your tax advisor with respect to the application of the United States federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of the interests arising under the United States federal estate or gift tax rules or under the laws of any United States state or local or any foreign taxing jurisdiction or under any applicable tax treaty. Taxation of Each Series of Interests is Intended to be as a ?C? Corporation. Proposed but not yet finalized regulations, as well as one private ruling by the IRS, indicate that each series of a series limited liability company such as our company should each be treated as a separate entity formed under local law. Our company intends to elect for each series of interests in the company to be taxed as a ?C? corporation under Subchapter C of the Code, and expects that each series will be treated as a corporation for all federal and state tax purposes. Thus, each series of interests will be taxed at regular corporate rates on its income, including any gain from the sale or exchange of the assets that will be held by each series, before making any distributions to interest holders as described below. Taxation of Distributions to Investors A ?U.S. Holder? includes a beneficial owner of interests that is, for U.S. federal income tax purposes, an individual citizen or resident of the United States. Distributions to U.S. Holders out of each series? current or accumulated earnings and profits (which would include any gains derived from the sale or exchange of the assets that will be held by each series, net of tax paid or accrued thereon, will be taxable to U.S. Holders as dividends. A U.S. Holder who receives a distribution constituting ?qualified dividend income? may be eligible for reduced federal income tax rates. U.S. Holders are urged to consult their tax advisors as to whether any dividends paid by a series would be ?qualified dividend income.? Distributions in excess of the current and accumulated earnings and profits of a series will not be taxable to a U.S. Holder to the extent that the distributions do not exceed the adjusted tax basis of the U.S. Holder?s interests. Rather, such distributions will reduce the adjusted basis of such U.S. Holder?s interests. Distributions in excess of current and accumulated earnings and profits that exceed the U.S. Holder?s adjusted basis in its interests will be taxable as capital gain in the amount of such excess if the interests are held as a capital asset. In addition, a 3.8% tax applies to certain investment income (referred to as the 3.8% NIIT). In general, in the case of an individual, this tax is equal to 3.8% of the lesser of (i) the taxpayer?s ?net investment income? or (ii) the excess of the taxpayer?s adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning dollar amount (currently $7,500 of the highest tax bracket for such year). Dividends are included as investment income in the determination of ?net investment income? under Section 1411(c) of the Code. Taxation of Dispositions of Interests Upon any taxable sale or other disposition of interests, a U.S. Holder will recognize gain or loss for federal income tax purposes on the disposition in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received on such disposition and (ii) the U.S. Holder?s adjusted tax basis in the interests. A U.S. Holder?s adjusted tax basis in the interests generally equals his, her or its initial amount paid for the interests and decreased by the amount of any distributions to the investor in excess of current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. Holders receive will include the amount of any cash and the fair market value of any other property received for their interests, and the amount of any actual or deemed relief from indebtedness encumbering their interests. The gain or loss will be long-term capital gain or loss if the interests are held for more than one year before disposition. Long-term capital gains of individuals, estates and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% NIIT. The deductibility of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. Holder; the effect of such limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent of $3,000 per year. Backup Withholding and Information Reporting Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Payments of dividends or of proceeds on the disposition of the interests made to you may be subject to additional information reporting and under some circumstances to backup withholding at a current rate of 24% unless you establish an exemption. Backup withholding is not an additional tax; rather, the federal income tax liability of persons subject to backup withholding is reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner. The preceding discussion of United States federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and foreign tax consequences, if applicable, of purchasing, holding and disposing of the interests, including the consequences of any proposed change in applicable laws. WHERE TO FIND ADDITIONAL INFORMATION The Manager will answer inquiries from potential Investors in the Series Interests concerning the Series Interests, the Company, the Manager and other matters relating to the offer and sale of the Series Interests under this Offering Circular. The Company will afford the potential Investors in the Interests the opportunity to obtain any additional information to the extent the Company possesses such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this Offering Circular. All potential Investors in the Interests are entitled to review copies of any other agreements relating to the Series Interests described in this Offering Circular, if any. In the Subscription Agreement, you will represent that you are completely satisfied with the results of your pre-investment due diligence activities. Any statement contained herein or in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Offering Circular, except as so modified or superseded. Requests and inquiries regarding this Offering Circular should be directed to: VV Markets LLC 2800 Patterson Ave Richmond, VA 23221 E-Mail: contact@vinvesto.org Tel: 804-833-7974 Attention: Nicholas King We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense. Index to Exhibits, by Form 1-A exhibit category number: 2. Charter documents of VV Markets LLC: articles of organization 3. Defining the Rights of Securities Holders: Series Operating Agreement 4. Subscription Agreement 6. Management Agreement 12. Opinion regarding legality 16. Other: Audited financial reports 1 EX1A-2A CHARTER 5 VVMDelArt0616204.txt SERIES LLC ARTICLES STATE of DELAWARE CERTIFICATE of FORMATION A LIMITED LIABILITY COMPANY State of Delaware Secretary of State Division of Corporations Delivered 07:06 PM 06/16/2020 FILED 07:06 PM 06/16/2020 SR 20205735138 - File Number 3078401 ARTICLE I. The name of this limited liability company is VV Markets, LLC. ARTICLE II. Its registered office in the State of Delaware is to be located at 651 N. B ROAD ST., SUITE 206, MIDDLETOWN DE 19709. The registered agent in charge thereof is LEGALINC CORPORATE SERVICES INC.. ARTICLE III. The period of duration of the limited liability company shall be perpetual. ARTICLE IV. Series Limited Liability Company: Notice is hereby given that the LLC Agreement, pursuant to Section 18 -215(b) of the Delaware Limited Liability Company Act, the Company has or may establish one or more designated series and that the debts, liabilities, obligations and expens es incurred, contracted for or otherwise existing with respect to a particular series o f the Company shall be enforceable against the assets of such series only and not against the assets of the Company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable ag ainst the assets of such series. I, the undersigned, for the purpose of forming a limited liability company under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herei n stated are true, and I have accordingly hereunto set my hand and executed this Certificate of Formation on the da te below. Dated: June 16th, 2020 NANCY LUNA, Organizer EX1A-3 HLDRS RTS 6 VVMSerOpAg20203.txt SERIES OPERATING AGREEMENT SERIES LIMITED LIABILITY COMPANY AGREEMENT FOR VV MARKETS, LLC, A DELAWARE LIMITED LIABILITY COMPANY TABLE OF CONTENTS 1. Recitals 1 1.1 Headings & Definitions 1 2. Formation of Company 1 2.1 Name of Company 2 2.2 Principal Place of Business 2 2.3 Registered Office and Registered Agent 2 2.4 Term 2 2.5 Founder Contributions and Compensation 2 3. Series of the Company 3 3.1 Series Creation 3 3.2 Series Management 3 3.3 Series Membership 4 3.4 Subsidiaries of Series 4 3.5 Series Debt Liability; Books and Records 5 4. Business Purpose 5 4.1 Business of Company, Its Series, and Their Subsidiaries 5 4.2 Affiliates of the Founder May Provide Services 6 5. Members? Names and Addresses; Member Classes 5 5.1 Company and Series Members 5 5.2 Series Member Classes 6 6. Rights and Duties of Management 6 6.1 Management of the Company and Series 6 6.2 Exclusive Authority of the Series Managers 7 6.3 Authority of the Series Members 8 6.4 Series Manager?s Liability for Certain Acts 9 6.5 Bank Accounts 9 6.6 Indemnity of the Series Managers, Employees and Other Agents 9 6.7 Salaries 10 6.8 Resignation 10 6.9 Removal 10 6.10 Vacancies 11 7. Rights and Obligations of Members 11 7.1 Limitation of Liability 11 7.2 List of Members 12 7.3 Company Books 12 7.4 Priority and Return of Capital 12 7.5 Liability of a Series Member to the Company 12 8. Meetings of Members 13 8.1 Meetings 13 8.2 Place of Meetings 13 8.3 Notice of Meetings 13 8.4 Meetings of All Voting Members 13 8.5 Record Date 13 8.6 Quorum 14 8.7 Manner of Acting 14 8.8 Proxies 14 8.9 Action by Members without a Meeting 14 8.10 Waiver of Notice 15 9. Contributions to the Company and Capital Accounts 15 9.1 Capital Contributions 15 9.2 Voluntary Additional Capital Contributions 15 9.3 Time of Capital Contributions; Withdrawal Not Permitted 16 9.4 Loans 16 9.5 Company Interests 16 9.6 Voting Units 16 9.7 Series Ownership 17 9.8 Capital Accounts 17 10. Distributions 17 10.1 Distributable Cash 17 10.2 Distribution Rules 17 10.3 Limitation upon Distributions 18 10.4 No Interest on Capital Contributions 18 11. Books and Records, Bank Accounts, Tax Matters 18 11.1 Accounting Method 18 11.2 Records, Audits and Reports 18 11.3 Returns and Other Elections 19 12. Voluntary Transfers; Additional and Substitute Members 19 12.1 Transfers Restricted 19 12.2 Percentage of Limitations or Transfers 20 12.3 Voluntary Withdrawal, Resignation or Disassociation Prohibited 20 12.4 Admission of Additional Series Members 20 12.5 Transfer Prohibited Except as Expressly Authorized Herein 20 12.6 Conditions for Permissible Voluntary Transfer 21 12.7 Substitution 21 12.8 Voluntary Transfer; Right of First Refusal 22 13. Involuntary Transfer; Disassociation 24 13.1 Disassociation for Cause 24 13.2 Disassociation by Operation of Law 24 13.3 Effect of Disassociation 25 13.4 Sale and Valuation of a Disassociated Member?s Interest 26 13.5 Closing on a Disassociated Members? Interest 26 13.6 Payment for a Disassociated Member?s Interest 27 13.7 Transfer of Economic Interest; Rights of an Involuntary Transferee 27 14. Dispute Resolution 28 14.1 Notice of Disputes 28 14.2 Negotiation of Disputes 28 14.3 Mandatory Alternative Dispute Resolution 29 14.4 Mediation 30 14.5 Arbitration 30 15. Termination of Series and Company 31 15.1 Dissolution of the Company 31 15.2 Termination of a Series 32 15.3 Winding Up of a Series on Termination of Such Series 32 15.4 Winding Up On Dissolution of the Company 33 15.5 Certificate of Cancellation 33 15.6 Effect of Filing Certificate of Cancellation or Equivalent 33 15.7 Returns of Contributions Nonrecourse to Other Members 33 16. Miscellaneous Provisions 34 16.1 Notices 34 16.2 Binding Effect 34 16.3 Governing Law 34 16.4 Waiver of Action for Partition 34 16.5 Amendments 33 16.6 Execution of Additional Instruments 35 16.7 Construction 35 16.8 Waivers 35 16.9 Severability 35 16.10 Creditors 36 16.11 Counterparts 36 16.12 Integration 36 17. Signatures 36 Appendix A: Capital Accounts and Allocations A-1 Appendix B: Definitions B-1 C-1 SERIES LIMITED LIABILITY COMPANY AGREEMENT FOR VV MARKETS, LLC, A DELAWARE LIMITED LIABILITY COMPANY THIS SERIES LIMITED LIABILITY COMPANY AGREEMENT (Company Agreement) for VV Markets, LLC, a Delaware limited liability company (the Company) is effective as of the date executed below, and is the governing document by and between the Company, its Founder (VinVesto, Inc., a Delaware corporation), its Series, and the Series Managers and Series Members. 1. Recitals WHEREAS, the parties hereto desire to enter into this Agreement; and WHEREAS, it is intended by the parties hereto that Underlying Asset(s) or Asset(s) shall be acquired by a Series of the Company and that the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the Company will be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series; and NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, the parties, intending to be legally bound, hereby agree as follows: 1.1 Headings & Definitions The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement, a Series Agreement or any provision hereof. Capitalized terms in this Agreement (and any associated Series Agreements) are defined in Appendix B hereof. 2. Formation of Company The Founder has executed and delivered a Certificate of Formation to the Delaware Secretary of State in accordance with and pursuant to the Delaware Limited Liability Company Act, as codified in the Delaware Code, Title 6, Chapter 18 (the Act). Upon execution of this Agreement, without the need for the consent or other action of any Person or members of any Series, the Founder shall be admitted as the sole Member of the Company not associated with any Series. The Founder (as the sole Member of the Company) hereby ratifies and approves formation of the Company as a Delaware Series limited liability company under and pursuant to the provisions of the Act and agrees that the rights, duties and liabilities of the Founder, Series Managers and Series Members shall be as provided in the Act, except as otherwise provided herein. The Company shall not acquire assets or incur liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect to the Company generally. 2.1 Name of Company The name of the Company shall be VV Markets, LLC, a Delaware Series limited liability company. The business of the Company may be conducted in compliance with all applicable laws under the Company or its Series? name, or such assumed name as may be designated by the Founder or a Series Manager. 2.2 Principal Place of Business The principal place of business of the Company and the Founder is: VV Markets, LLC c/o Nicholas King 2800 Patterson Ave Richmond, VA 23221 The Company and its Series may locate its place of business and registered office at any other place as the Founder may from time- to-time deem advisable. The Founder or Series Managers will convey any changes in addresses after inception of the Company by sending correspondence to all affected Persons. 2.3 Registered Office and Registered Agent The Company shall maintain a registered agent in Delaware at all times during operation of the Company or any Series. The Founder may change the registered office and registered agent of the Company at any time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Act. 2.4 Term The Company and each of its Series shall have perpetual existence unless the Company is earlier dissolved in accordance with the provisions of this Agreement or the terms of a Series Agreement. 2.5 Founder Contributions and Compensation The Founder, through its members, has made such Capital Contributions to the Company as necessary for its formation. The Founder does not plan to collect Fees or Distributions from any of the Series on account of its role as the Founder, but it may receive Fees or Distributions to the extent it or an Affiliate acts as a Series Manager as described in a Series Agreement. The Founder (except in its capacity as a Series Manager or Series Member) shall not acquire assets for or incur liabilities or other obligations with respect to the Company or any Series unless the Founder (as a Series Manager) shall be deemed admitted as a Member of a newly created Series upon its execution of a counterpart signature page to a Series Agreement. As its capacity as a Series Manager, VinVesto, Inc. will acquire assets and subsequently sell those assets to the Company. The Founder may be reimbursed pro rata from each Series for common expenses such as accounting, insurance, office space, asset managers or other employees who administer services to the Series? on behalf of the Company. Additionally, the Founder may grant Class B Interests in its Series to others who provide services to the Company and/or a Series. The Founder may determine and collect a pro-rata amount from each Series after considering the actual time spent on behalf of each Series, the relative revenue generated by a Series, or any other means the Founder deems fair and reasonable. 3. Series of the Company In accordance with this Agreement, the Founder may from time to time form such Series of the Company as may be necessary to meet the Company?s business objectives (See Article 4.1). 3.1 Series Creation Each Series will have the following characteristics: - A separate business purpose or investment objective; - Series Members who will make Capital Contributions or Non-Capital Contributions the Series to further its separate business objectives (see Article 4.1); - Separate rights, powers or duties with respect to management, control, or disposition of Underlying Asset(s) of a Series; - Separate obligations or rights to share in Profits and Losses associated with Underlying Asset(s) of a Series. Each Series Agreement and its exhibits will describe the purpose, Underlying Asset(s), characteristics, capital requirements, and investment strategies for a Series. 3.2 Series Management Management of each Series will automatically be vested in the Founder (as the Series Manager) or an Affiliate of the Founder (owned or controlled by the Founder or its members), as designated by the Founder in a Series Agreement. The Founder has the exclusive authority to designate itself as the Series Manager or to designate a Series Manager, who may be an Affiliate of the Founder, its members, or a Series Member. The Founder may designate a Series Manager to accommodate: - The request of a lender to include an additional loan guarantor for an acquisition, refinance or other loan against Underlying Asset(s) of the Series; - Active participants who may participate in asset procurement, asset management, fundraising or other needed services on behalf of a Series; or - For any other reason that the Founder, in its sole discretion, deems appropriate or beneficial for a Series. A Series Manager (or its members or Affiliates) may be a manager of one or more Series and may make Capital or Non-Capital Contributions to such Series in exchange for its Membership Interests, management designation, Fees and/or Distributions. 3.3 Series Membership An Investor who makes Capital Contributions or Non-Capital Contributions to a Series and is accepted by the Series Manager shall become a ?Series Member? of that Series, but not of the Company generally, or of any other Series. A Series Member may be a Member of one or more Series. A Series Member may earn Distributions only from the Series to which it is admitted as a Member. The Founder shall maintain a list of all Series, the respective Series Members, and the Series Managers. Each Series Agreement will each identify all Series Members and the Series Manager. The Founder shall periodically update such lists as necessary to update the information contained therein, including, without limitation, the establishment of additional Series, the admission or Disassociation of Series Members, the respective Series Managers, and all relevant contact information. 3.4 Subsidiaries of Series The Founder may form single purpose limited liability companies (Subsidiaries) on behalf of a Series as necessary to: - Take title to Underlying Asset(s); - Borrow money to finance the usually required by a lender; - Execute a lease on a Underlying Asset(s) on behalf of a Series (as the lessee); - Execute a purchase option on a Underlying Asset(s) (as an optionee). Where such Subsidiaries are formed, the sole Member of the Subsidiary will be a Series, unless the Series joint ventures with another entity or Person to acquire the Underlying Asset(s). In any case, the Founder or a designated Series Manager shall retain management control of the Subsidiary on behalf of the Series and its Members. 3.5 Series Debt Liability; Books and Records No debt, liability or obligation of a Series shall be a debt, liability or obligation of the Company or any other Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series or its Subsidiaries only and not against any other assets of the Company generally or any other Series. The Founder shall cause each Series to maintain separate and distinct records for its Subsidiaries and Property. All assets or liabilities associated with a Series shall be accounted for separately from the other assets or liabilities of the Company, or any other Series. 3.6 Operating Expenses Operating Expenses are costs and expenses attributable to the activities of the Series (collectively, ?Operating Expenses?) including: - costs incurred in managing the Underlying Asset, including, but not limited to storage, maintenance and transportation costs (other than transportation costs described in Acquisition Expenses); - costs incurred in preparing any reports and accounts of the Series, including any tax filings and any annual audit of the accounts of the Series (if applicable) or costs payable to any third-party registrar or transfer agent and any reports to be filed with the Commission including periodic reports on Forms 1-K, 1-SA and 1-U; - any indemnification payments; and - any and all insurance premiums or expenses in connection with the Underlying Asset, including insurance required for utilization at and transportation of the Underlying Asset to events under Fan Club Experiences (as described in ?Description of the Business ? Business of the Company?) (excluding any insurance taken out by a corporate sponsor or individual paying to showcase an asset at an event but including, if obtained, directors and officers insurance of the directors and officers of the Manager or the Series Manager). 4. Business Purpose 4.1 Business of Company, Its Series, and Their Subsidiaries The business objectives of the Company and each of its Series, and their Subsidiaries shall be: - To acquire (by purchase, purchase option or installment contract, or direct sourcing) collectible assets (wines), from the Founder, for purposes of investment, management, operation, and disposition by sale or lease/option to a third- party or to an Affiliate of the Founder or its members. - To transact any and all lawful business for which a limited liability company may be formed under the Act in furtherance of the business objectives stated in the preceding paragraph; and - To transact all business necessary, appropriate, advisable, convenient or incidental to any of the foregoing provisions. The Founder and each Series shall have the power to do any or all of the acts necessary, appropriate, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein and for the protection or benefit of the Company and its Series. The Company and each Series shall have any or all of the powers that may be exercised on behalf of the Company or such Series by any Person in accordance with the Act. 4.2 Affiliates of the Founder May Provide Services The Founder (or its members), or an Affiliate may provide or participate in Asset-related services for the Series and their Subsidiaries. So long as the rates a Series pays for such services are commensurate with third-party rates, this shall not be considered a conflict of interest, nor will contracts related to such services require the consent of any Person other than the Series Manager. 5. Members? Names and Addresses; Member Classes 5.1 Company and Series Members The name and address of the Founder is provided in Article 2.2 hereof. The name of respective Series Members will be provided in Appendices attached to the applicable Series Agreement. 5.2 Series Member Classes On formation of a Series, the Founder will cause to be drafted a Series Agreement, designating such Member Classes as may be necessary, appropriate, or advantageous for operation of the Series and meeting its specific business objectives. On creation of a Series, the Founder may designate certain Member Classes having preferential rights to compensation or a return of capital over other, subordinate classes. Assignment of Series Member Classes may be based on the amount, character (loan v. equity), or timing of an investor?s Capital Contribution to a Series, as the Founder deems appropriate when forming the Series. 6. Rights and Duties of Management 6.1 Management of the Company and Series The Founder shall be vested with the authority to act as and on behalf of the Company, and shall have the sole and exclusive authority to appoint an initial Manager for each Series. The business and affairs of a Series shall be vested in the Manager and Members of that Series in accordance with its Series Agreement. In the absence of a Series Manager, the Founder shall be vested with the authority to act as and on behalf of the Series as its Manager. A Series Manager need not be a member of that Series or a member of the Company. Series Managers may receive compensation in the form of Fees and/or Series Membership Interests for which they may receive Distributions. The Founder reserves the exclusive authority to enter into selling or other agreements with FINRA registered selling agents or brokers on behalf of the Company or its Series. The Company may such pay finder?s fees or commissions, or issue subordinate (e.g., Class B Interests) in a Series to such Persons for introducing or referring Investors who purchase Series Interests. The amount of cash paid by the Company for finder?s fees or commissions paid to such Persons, if any, may reduce the proceeds available for investment in a Series, although Investors so referred will be given full credit for the total amount of their Capital Contributions. However, any right to Distributions granted by the Manager to such Persons as compensation for Investor referrals will come from the Series Manager?s allocation, and will not impact the Distributions or dilute the Percentage Interests of Investors or their Member Class. 6.2 Exclusive Authority of the Series Managers A Series Manager, if one or more are designated by the Founder, shall be vested with the authority to act as and on behalf of such Series. The Series Manager(s) shall serve until each of its successors are elected by the Members of that Series. Unless otherwise specified in a Series Agreement, the Series Manager for each Series will be VV Markets, LLC, a Delaware limited liability company (or its Affiliates). Without limiting the general authority of a Series Manager provided in Article 6.2 a Series Manager shall have the sole power and authority, on behalf of a Series to: - Acquire title or management control of Underlying Asset(s) (by purchase, lease, purchase option, installment contract) from any Person as the Series Manager(s) may determine, whether or not such Person is directly or indirectly affiliated or connected with the Founder or any Series Member; - Borrow money for a Series (or their Subsidiaries) from banks, other lending institutions, other Series Members, or the Founder, on such terms as the Series Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security Interests in the assets of a Series to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of any Series except by the Series Manager(s), or, to the extent permitted under the Act and this Agreement, by agents or employees associated with a Series or the Series Manager(s) expressly authorized by the Series Manager(s) to contract such debt or incur such liability; - Purchase liability and other insurance to protect the property and business or the Company or Series, and/or directors and officers for the assets of a Series, the Series itself, the Series Manager, the Company, or its Founder; - Hold, own and/or operate such assets in the name of a Series or its Subsidiary, as appropriate; - To joint venture with other companies to accomplish the objectives of the Company or a Series; - Form new, single purpose entities, e.g., limited liability companies, limited partnerships, corporations, or trusts, (Subsidiaries) to take title to or management control of a specific Underlying Asset(s), so long as the Subsidiary is managed by the Founder or an Affiliate; - Sell or otherwise dispose of all or substantially all of the assets of a Series as part of a single transaction or plan as long as such disposition is not in violation of or a cause of a default under any other agreement to which such Series may be bound; - Execute on behalf of a Series all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of such Series? property; assignments; bills of sale; leases; and any other instruments or documents necessary, appropriate, convenient, advisable or incidental to the business of such Series; - Employ accountants, legal counsel, managing agents or other experts to perform services for the Company with respect to a Series; - Pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against such Series or to hold such proceeds against the payment of contingent liabilities; - Enter into any and all other agreements on behalf of the Company with respect to a Series, as appropriate; and - Do and perform all other acts as may be necessary, appropriate, convenient, advisable or incidental to the conduct of such Series? business. Each Series Manager shall have the exclusive power and authority to bind a Series on any matter described above, and shall be deemed to be authorized by the Series Members to act as an agent of the Company only with respect to such Series. 6.3 Authority of the Series Members The Series Members shall have the authority to direct, manage and control the business and affairs of their respective Series on such matters, if any, on which they may be entitled to vote as described in a Series Agreement. Such voting rights shall be exercised by the Series Members in accordance with their Percentage Interests in the Series (or their Member Class) as to the management and conduct of that Series only (not generally with respect to the Company or any other Series). Unless otherwise specified in a Series Agreement, an affirmative vote of Series Members holding a Majority of Interests in a Series shall control on all such matters in which they are entitled to vote. The affirmative vote of a Majority of Interests of all of the Members associated with a Series shall be required for the Company to merge or consolidate with or into, or convert into, another entity, (but not to joint venture). Unless authorized to do so by this Agreement or specifically by its Series Manager, no attorney-in-fact, employee or other agent of the Company or such Series shall have any power or authority to bind the Company or such Series in any way, to pledge the Company?s or a Series? credit or to render the Company or a Series liable for any purpose. 6.4 Series Manager?s Liability for Certain Acts Each Series Manager shall perform its duties in good faith, in a manner it reasonably believes to be in the best interests of the Company and such Series, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Series Manager shall not be liable to the Company, the Series with which it is associated, or to any other Series Member or Series for any loss or damage sustained by such Series or Series Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful taking by the Series Manager. 6.5 Bank Accounts A Series Manager or the Founder may from time to time open bank accounts in the name of the Company or such Series, or in the name of a Subsidiary, as appropriate, and the Founder and Series Manager shall be the only signatories thereon, unless such Series Manager determines otherwise. 6.6 Indemnity of the Series Managers, Employees and Other Agents To the fullest extent permitted by applicable law, subject to approval of each Series Manager or the Founder, all officers, directors, shareholders, partners, members, employees, representatives or agents of the Founder or a Series Manager, or their respective affiliates, employees or agents (each, a ?Covered Person?) shall be entitled to indemnification from such Series (and the Company generally) for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Founder or such Series and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement and any Series Agreement, except that no Covered Person shall be entitled to be indemnified for any loss, damage or claim incurred by such Covered Person by reason of fraud, deceit, gross negligence, willful misconduct or a wrongful taking with respect to such acts or omissions; provided, however, that any indemnity under this Article 6.6 shall be provided out of and to the extent of the assets of the such Series only, and no other Covered Person or any other Series or the Company or the Founder shall have any liability on account thereof. Such Covered Persons will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our Members and will not be subject to any different standards imposed by our operating agreement, the Delaware Limited Liability Company Act or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law. To the fullest extent permitted by applicable law, subject to approval of the Founder or a Series Manager, all expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by such Series prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by such Series of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Article 6.6. The Founder (on behalf of the Company as a whole) or a Series may purchase and maintain insurance, to the extent and in such amounts as its Series Manager(s) and/or the Founder shall deem reasonable, on behalf of Covered Persons and such other Persons as the Founder or Series Manager(s) shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or a Series, or such indemnities in general, regardless of whether a Series would have the power to indemnify such Person against such liability under the provisions of this Agreement or a Series Agreement. The Founder (on behalf of the Company as a whole) or a Series may enter into indemnity contracts with Covered Persons and such other Persons as the Founder or a Series Manager shall determine and may, but are not required to, adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Article 6.6 and containing such other procedures regarding indemnification as are appropriate. 6.7 Salaries Neither the Founder nor any Series Manager is expected to earn a salary. However, salaries, fees or other compensation (such as Distributions on account of its Series Membership Interest) of a Series Manager may be fixed from time to time, as specified in a Series Agreement or other relevant agreement, or subsequently by an affirmative vote of the Series Members holding at least a Majority of Interests of such Series. This provision is expected to accommodate the Series Members? need to hire a replacement Series Manager (who may not be a Series Member or an Affiliate of the Founder), in the unlikely event that the initial Series Manager is removed or has resigned or is no longer able to serve as the Series Manager and the Founder is unable or unwilling to serve in its stead (see Articles 6.8 and 6.9 below). 6.8 Resignation Any Series Manager may resign at any time by giving written notice to the Series Members and the Founder. The resignation of a Series Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Series Manager who is also a Member of a Series shall not affect its Series Membership Interests and shall not constitute its withdrawal as a Series Member. 6.9 Removal At a meeting called expressly for that purpose, a Series Manager may be removed at any time, for Good Cause, by the decision of such Series Members owning more than seventy-five percent (75%) of the Percentage Interests in that Series. Good Cause shall include only the following: - Committing any of the acts described in Article 6.4 hereof (including fraud, deceit, gross negligence, willful misconduct or a wrongful taking); - A breach of a Series Manager?s duties or authority hereunder; - Bad faith; - Death or disability wherein the Series Manager (or each of the members of the Manager with authority to Manage the Series) dies or becomes physically, mentally, or legally incapacitated such that it can no longer effectively function as the Series Manager or the dissolution, liquidation or termination of any entity serving as a Series Manager and no other member of the Series Manager is willing or able to effectively perform the Series Manager?s duties; - Disappearance wherein the Series Manager (or each of the its members) fails to return phone calls and/or written correspondence (including email) for more than thirty days (30) without prior notice, or failure to provide the Series Members with new contact information; or - Issuance of a legal charging order and/or judgment by any judgment creditor against the Manager?s Interest in Cash Distributions or Fees from the Company. 6.10 Vacancies A Series Manager?s vacancy shall be filled by: - The Founder or its designee, unless the Founder is the Series Manager is the subject of the removal action. - In that event the replacement Series Manager will be elected by a vote of a Majority of Interests of such Series Members at either a special meeting or by written consent. A Series Manager elected to fill a vacancy shall be elected for the un-expired term of its predecessor in office and shall hold office until expiration of such term and until its successor shall be elected and shall qualify or until its, resignation or removal. 7. Rights and Obligations of Members 7.1 Limitation of Liability 7.1.1 Limitation of Liability of the Company Except as otherwise provided in this Agreement, or the Act, the debts, obligations and liabilities of the Company where such liabilities are incurred in its own name and not with respect to a Series, whether arising in contract, torts or otherwise, shall be solely the debts, obligations and liabilities only of the Company, and no Series, Series Member or Series Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Series Member or Series Manager. 7.1.2 Limitation of Liability of a Series Except as otherwise provided in its Series Agreement, or the Act, the debts, obligations and liabilities of a Series, where such liabilities are incurred in its own name and not generally with respect to the Company, whether arising in contract, torts or otherwise, shall be solely the debts, obligations and liabilities only of that Series, and neither the Members or Manager of that Series (nor any other Series or its Members or Manager), shall be obligated personally for any such debt, obligation or liability solely by reason of being a Member or Manager of either the Series that is the subject of the liability or another Series of the Company. Each Series Member shall nevertheless be liable for its obligations to make Capital Contributions pursuant to Articles 9.1 and 9.2. 7.2 List of Members Upon the written request of any Series Member for any purpose reasonably related to such Member?s Interest in such Series, the Series Manager shall provide to such Member a list showing the names, and Membership Interests of all Series Members. The Series Manager will maintain as confidential all Members? contact information to the extent provided by the Act and other applicable law. 7.3 Company Books The Founder shall maintain and preserve, during the existence of such Series, the accounts, books and other relevant Series documents described in Article 11 at the Founder?s place of business. Notwithstanding anything in this Agreement to the contrary, the Founder, in concert with each Series Manager will be responsible for maintaining separate and distinct records for each and every Series, and the assets associated with each Series shall be held and accounted for separately from the other assets of the Company or of any other Series. Upon reasonable written request stating the reason for the request, a Series Member shall have the right, at a time during ordinary business hours, as reasonably determined by such Series Manager(s), to inspect and copy, at the requesting Series Member?s expense, the books and records for such Series and its Subsidiaries for a business purpose reasonably related to such Series Member?s Interest with respect to such Series. The Series Manager may choose to provide the requested information electronically, at its option. No Series Member or Series Manager will have the right to inspect and copy the books and records of any other Series of which it is not a Member or a Manager, nor of the Company generally, unless specifically required by the Act. The Company, Founder, and Series Managers will maintain confidentiality of the Series Members contact information to the extent allowed under the Act. 7.4 Priority and Return of Capital No Series Member shall have priority over any other Series Member either as to the return of Capital Contributions or as to allocation of Profits, Losses or Distributions; provided that this Article 7.4 shall not apply to loans made to the Company by the Founder, a Series Manager or Series Member with respect to a Series, unless Member Classes specifically having such priority are provided in a Series Agreement. 7.5 Liability of a Series Member to the Company A Series Member who receives a Distribution from the Company with respect to a Series is liable to the Company with respect to such Series or to others only to the extent provided by the Act and other applicable law. 8. Meetings of Members 8.1 Meetings Meetings of Series Members, for any purpose or purposes, may be called by any Series Manager, or by the Series Members holding at least twenty-five percent (25%) of the Percentage Interests of such Series on notice to the Series Manager, but there shall be no requirement that there be an annual meeting. 8.2 Place of Meetings A Series Manager may designate any place, either within or outside the State of Delaware, as the place of meeting for any meeting of the Series Members. If a designation is not made, or if a special meeting is otherwise called, the place of meeting shall be the principal place of business of the Company. Any meeting of Series Members may also take place by teleconferencing as long as a quorum (as defined in Article 8.6 below) participate in the same. 8.3 Notice of Meetings Except as provided in Article 8.4, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than three (3) nor more than thirty (30) days before the date of the meeting, either personally, by email, or by mail, by or at the direction of a Series Manager or Person calling the meeting, to each Member entitled to vote at such meeting. If email, such notice shall be deemed delivered one (1) business day after being sent, and if mailed, such notice shall be deemed to be delivered two (2) business days after being deposited in the United States mail, addressed to the Member at its address as it appears on the books of the Company, with postage thereon prepaid. 8.4 Meetings of All Voting Members If all Members of a Series shall meet at any time and place, either within or outside the State of Delaware, or participate in a teleconference meeting, and consent to the holding of a meeting at such time and place or by teleconference, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken. 8.5 Record Date Unless otherwise stated in a Series Agreement, for the purpose of determining Series Members entitled to notice of or to vote at any meeting of Series Members or any adjournment thereof, or Series Members entitled to receive payment of any Distribution, or in order to make a determination of Series Members on a specific date for any other purpose, the day immediately prior to the date on which notice of the meeting is mailed or the day immediately prior to the latest date on which the such Distribution will be calculated (i.e., the day before the Distribution is made), as the case may be, shall be the record date for such determination of Series Members. When a determination of Series Members entitled to vote at any meeting of Series Members has been made as provided in this Article 8.5, such determination shall apply to any adjournment thereof. 8.6 Quorum Series Members holding at least two-thirds (2/3) of all Percentage Interests of such Series, represented in person or by proxy, shall constitute a quorum at any meeting of Series Members. In the absence of a quorum at any such meeting, Series Members holding a majority of the Percentage Interests so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. However, if the adjournment is for more than sixty (60) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Series Member of record entitled to vote at the meeting. If a quorum is present or represented at such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The Series Members present at a duly noticed meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Percentage Interests whose absence would cause less than a quorum. 8.7 Manner of Acting If a quorum is present, the affirmative vote of Series Members holding a Majority Interest in a Series shall be the act of the Series Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act or expressly by this Agreement or a Series Agreement. Only the Series Members of each specific Series may vote or consent upon any matter concerning that Series, and their vote or consent, as the case may be, shall be counted in the determination of whether the matter was approved by the Series Members. 8.8 Proxies At all meetings of Series Members, a Series Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Manager before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy may only be given verbally during a meeting taking place by teleconferencing and shall expire at the termination of said teleconference. 8.9 Action by Members without a Meeting Action required or permitted to be taken at a meeting of Series Members may be taken without a meeting and without prior notice if consents, whether oral or written, of Series Members are received in writing (by email originating from a Members? email account, or mail) representing the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members of such Series were present and voted, and all Series Members entitled to vote were notified of the meeting. 8.10 Waiver of Notice When any notice is required to be given to any Member, a waiver thereof in writing signed by the Member entitled to such notice, whether before, at, or after the time stated therein, or the participation in a teleconference meeting, shall be equivalent to the giving of such notice. 9. Contributions to the Company and Capital Accounts 9.1 Capital Contributions The Founder may raise Capital Contributions for each Series by the sale of Units in each Series via the Company?s Private Placement Memorandum. The Founder will determine the minimum or maximum number of Units to be sold on behalf of a Series, and the minimum investment amount required of an individual Investor in a Series. Each Series Member shall contribute to such Series in the amount set forth in a Series Agreement as its Initial Capital Contribution to the Company with respect to such Series. The Founder will accept or reject the Subscription after making a determination of whether the Investor meets the suitability standards established by the Founder to invest in the Company. Each Series Member?s holdings of Units may but are not required to be evidenced by a certificate or receipt in a form approved by the Founder. 9.2 Voluntary Additional Capital Contributions No Series Member will be required to make Additional Capital Contributions. If a Series? funds are insufficient to meet the needs of the Series, the Series Manager shall notify the Series Members of the need for additional capital and the Series Members may be permitted, but not required, to make Additional Capital Contributions to the Series on a pro-rata basis. In the event all Series Members do not make Additional Capital Contributions proportionate to their previous Series Percentage Interests, the Series Manager will recalculate the Percentage Interests of the Series Members after collection of the Additional Capital Contributions by: a) calculating the sum of each Series Member?s initial Capital Contributions plus their Additional Capital Contributions, and b) dividing this amount by the sum of the total Capital Contributions and Additional Capital Contributions of all Series Members. If the Series Members make disproportionate Additional Capital Contributions, the Percentage Interests of the Series Members who made Additional Capital Contributions will be increased and the Percentage Interests of the Series Members who did not make Additional Capital Contributions will be decreased. In the event the existing Series Members do not voluntarily make Additional Capital Contributions in amounts sufficient to meet a Series? need; the Series Manager may request that the Founder seek the needed capital from other sources, which may include a loan from the Founder, a Series Manager, a Series Member, another Series (or its Members or Manager), a third-party; or the sale of additional Interests in such Series to new Series Members. The Series Members hereby acknowledge and agree that noncontributing Members? Percentage Interests in a Series may be reduced: a) as a result of Additional Capital Contributions made by contributing Series Members, or b) by the sale of additional Interests to new Series Members, and that the Series Manager or Founder, as applicable, is authorized to take either action on behalf of a Series if additional funds are needed to meet the Series? business objectives. 9.3 Time of Capital Contributions; Withdrawal Not Permitted Capital Contributions shall be made by Series Members in full on admission to a Series. No portion of the capital of a Series may be withdrawn until dissolution of a Series or the Company, except as otherwise expressly provided in this Agreement or a Series Agreement. 9.4 Loans Nothing in this Agreement shall prevent any Series Member from making secured or unsecured loans to a Series or its Subsidiary by agreement approved by such Series Manager, as the case may be. 9.5 Company Interests Subject to the other provisions of this Agreement or a Series Agreement, each Series Interest shall have the rights, and be subject to the obligations, identical to those of every other Interest of the same Member Class in a Series. The Founder retains the sole and exclusive right to establish Series, Series Member Classes, the quantity and value of Units in a Series to be sold in exchange for Capital Contributions to each Series as may be necessary to accomplish the objectives of the Series or the Company. The voting rights, if any associated with the Units will be specified in a Series Agreement. If any non-voting Interests are issued by a Series, the non-voting Interest holders although Series Members, shall be passive, shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely Economic Interest in the particular Series. Initial Interest Allocation for Interests Issued by the Company to its Founder: VinVesto, Inc.: 100% 9.6 Voting Units Subject to the other provisions of this Agreement, each voting Unit in a Series shall have the rights, and be subject to the obligations, identical to those of each other voting Unit of the same Member Class in the Series. The holders of voting Units shall be entitled to one vote for each voting Unit held at all meetings of voting Series Members (and written actions in lieu of meetings), with no right to cumulative voting. 9.7 Series Ownership Membership Interests sold by the Company on behalf of a Series may be denominated in Units where one Unit equals an investment of One Thousand Dollars ($1,000), or such other increments or amounts as may be described in the Series Agreement. Each Unit shall have the rights, and be subject to the obligations, identical to those of other Units of the same Member Class within such Series. 9.8 Capital Accounts See Appendix A for Capital Accounts and Allocations. 10. Distributions This Article 10 pertains to Cash Distributions made to Series Members only. The Founder of the Company does not expect to receive any Distributions from the Company, and will only share in Distributions in accordance with its membership in a Series, or for management of a Series, in accordance with the Series Agreement for each such Series. 10.1 Distributable Cash Except as otherwise provided in Article 15 hereof (relating to the dissolution of the Company), any Distribution of the Distributable Cash of a Series during any Fiscal Year shall: (a) be made to the Series Members in proportion to such Series Members? respective Percentage Interests in a Series, prioritized by Member Class, if applicable, or (b) in any other manner described in an applicable Series Agreement. 10.2 Distribution Rules All Distributions to Series Members pursuant to Article 10.1 shall made be at such times and in such amounts as shall be determined solely by the Series Manager; provided, however, that the Series Manager shall use its best efforts to cause the Series to distribute to such Series Members an amount of Distributable Cash sufficient to enable the Series Members to pay their federal and state income- tax liabilities attributable to their respective distributive Interests of the taxable income of a Series, as applicable. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, Distribution or allocation to Series Members shall be treated as amounts distributed to the Series Members pursuant to this Article 10 for all purposes of this Agreement and the Series Agreements. A Series Manager is authorized to withhold from Distributions, or with respect to allocations, to the respective Series Members and to pay over to any federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state or local law and shall allocate such amounts to those Series Members with respect to which such amounts were withheld. 10.3 Limitation upon Distributions Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any Person on account of its Interest in the Company with respect to such Series if such Distribution would violate the Act or other applicable law. The Series Manager may base a determination that a Distribution or return of a Series Member?s Capital Contribution may be made under Article 10.1 in good-faith reliance upon a balance sheet and profit and loss statement of such Series represented to be correct by the Person having charge of its books of account or by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of such Series. 10.4 No Interest on Capital Contributions No Series Member shall be entitled to interest on its Capital Contributions or to return of their Capital Contributions. 11. Books and Records, Bank Accounts, Tax Matters 11.1 Accounting Method 11.2 The Company, for accounting and income tax purposes, shall operate on a Fiscal Year ending December 31 of each year, and shall make such income tax elections and use such methods of depreciation as shall be determined by the Manager. The books and records of the Company will be kept on a GAAP basis in accordance with sound accounting practices to reflect all income and expenses of the Company. Records, Audits and Reports At the expense of the Company or the relevant Series, each Series Manager shall maintain separate and distinct records and accounts of the operations and expenditures of the Company and each Series during the term of the Company or each such Series, and for seven (7) years thereafter. At a minimum, the Company and each Series shall keep at the principal place of business of the Company the following records: - True and full information regarding the status of the business and financial condition of such Series and the Company; - Promptly after becoming available, a copy of the Company?s federal, state and local income tax returns for each year; - The current list of the name and last known business, residence or mailing address of each Series Member; - A copy of this Agreement, Series Agreements, and the Certificate of Formation of the Company; - True and full information regarding the amount of cash and a description and statement of the Gross Asset Value of any other property or services contributed by each Series Member to the Company with respect to such Series and which each Series Member has agreed to contribute in the future, and the date on which each became a Series Member; - Minutes of every meeting held, if any; - Any written consents obtained from Series Members for actions taken by such Members without a meeting; and - Unless contained in the Certificate of Formation or this Agreement, a writing prepared by each Series Manager setting out the following: - The times at which or events on the happening of which any Additional Capital Contributions agreed to be made by each Series Member are to be made; and - Any right of a Series Member to receive Distributions that include a return of all or any part of the Series Member?s contributions. 11.3 Returns and Other Elections The Founder and/or Series Managers, as applicable, shall cause the preparation and timely filing of all tax returns required to be filed by the Company or its Series, pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the respective Series Members within a reasonable time after the end of the Company?s Fiscal Year. All elections permitted to be made by the Company under federal or state laws shall be made by the Series Managers and/or Founder in its sole discretion. 12. Voluntary Transfers; Additional and Substitute Members The Founder, as the issuer of Interests in the Company and its Series, shall have the sole and exclusive authority to grant, convey, sell, transfer, hypothecate, disassociate or otherwise dispose of all or a portion of the Series? Interests without input or vote of the Series Members or Series Managers consistent with the Series Agreement. Once interests in a Series have been sold, the Series Manager may only affect a change in the Membership Interests of a Series Member by following the procedures described below: 12.1 Transfers Restricted No Series Member shall voluntarily transfer all or any part of its Economic Interest in a Series, except as provided in this Article 12. In the event a Series Member or a Transferee of a Series Member violates any of the provisions of this Article, such transfer shall be null and void and of no force or effect. 12.2 Percentage of Limitations or Transfers Notwithstanding any other provision of this Agreement to the contrary, the Company or a Series Manager shall not be required to recognize any transfer of an Interest in a Series if the transfer, when considered with other transfers of the Interests in a Series made within the period of twelve (12) consecutive calendar months prior thereto, would constitute a sale or exchange of fifty percent (50%) or more of the total Series? Interest and result in the tax termination of the Company under article 708(b) of the Internal Revenue Code of 1986, as amended. 12.3 Voluntary Withdrawal, Resignation or Disassociation Prohibited No Series Member may withdraw, resign or voluntarily disassociate from a Series, unless such Series Member complies with the transfer provisions set forth in this Article. The provisions of this Article shall apply to all Voluntary Transfers of a Series Member?s Interests in a Series. Involuntary Transfers are addressed in Article 13. Unless otherwise approved by a Series Manager, a Series Member who resigns as a Series Member (a ?Resigning Member?), regardless of whether such termination was the result of a voluntary act by such Series Member, shall not be entitled to receive any further Distributions from the Company with respect to such Series. Damages for breach of this Article 12.3 shall be monetary damages only (and not specific performance), and such damages may be offset against Distributions by such Series to which the Resigning Member would otherwise be entitled. 12.4 Admission of Additional Series Members Only the Founder may sell Interests in a Series or admit Series Members. Once the Company closes the offering period for the sale of Interests in a Series, no additional Interests in the Series may be sold, or any Additional Series Members admitted, unless: a) the admission of an Additional Series Member is approved by the Founder. The Founder reserves the exclusive right to sell additional Interests in a Series to new or existing Series Members, and to admit new Series Members whose Interests may be equal or senior to the existing Interests in a Series as necessary to raise needed capital for a Series. 12.5 Transfer Prohibited Except as Expressly Authorized Herein No Series Member may voluntarily, involuntarily, or by operation of law assign, transfer, sell, pledge, hypothecate, or otherwise dispose of (collectively transfer) all or part of its Interest in the Company or a Series, except as is specifically permitted by this Agreement or a Series Agreement. In no event shall any Voluntary Transfer be made to a trust (including grantor trusts), a partnership, a disregarder entity, or any other Person whose Membership would preclude the Company from continuing to operate under the opt- out provisions of the BBA audit procedures pursuant to section of 6221(b) of the Code. Any Voluntary Transfer made in violation of this Article shall be void and of no legal effect. Further, in no event shall any Voluntary Transfer be made within one (1) year of the initial sale of the Interests proposed for transfer unless the Transferor provides a letter from an attorney, acceptable to the Series Manager, stating that in the opinion of such attorney, the proposed transfer is exempt from registration under the Securities Act and under all applicable state securities laws or is otherwise compliant with Rule 144 under the Securities Act of 1933. The Series Manager is legally obligated to refuse to honor any transfer made in violation of this provision. 12.6 Conditions for Permissible Voluntary Transfer Notwithstanding anything contained in this Agreement or a Series Agreement to the contrary, Series Manager shall, - On written request of a Series Member, transfer all or any part of its Interest with respect to a Series to another Series Member or to a transferee that bears one of the following relationships to the transferring Series Member: a spouse, a lineal descendant or a trust created for the exclusive benefit of the transferring Series Member, the transferring Series Member's spouse and/or the transferring Series Member's lineal descendant(s), or an Affiliate as a Substitute Member, or - At the request of an IRA custodian or the Series Member, transfer all or any part of a Company or Series interest to the Series Member or another IRA Custodian. Approval of Substitute Membership shall not be unreasonably withheld on delivery of all requested documents to the Series Manager necessary to accomplish such transfer. However, any subsequent conveyance or transfer of ownership Interests within the Affiliate so that it no longer meets the definition of an Affiliate with respect to the original Series Member, shall make its membership in a Series subject to revocation or Disassociation (per Article 13) by the Series Manager. Unless the Affiliate requests and is approved by the Series Manager as a Substitute Member, an unauthorized Affiliate shall have only the Economic Interest of the former Series Member. 12.7 Substitution A permitted transfer of any Series Member?s Interest shall only be granted as to that Member?s Economic Interest unless the Series Manager accepts a permitted transferee (Transferee) as a Substitute Member. A permitted Transferee shall become a Substitute Member only on satisfaction of all of the following conditions: - Filing of a duly executed and acknowledged written instrument of assignment in a form approved by the Series Manager specifying the Member?s Percentage Interest being assigned and setting forth the intention of the assignor that the permitted assignee succeed to the assignor?s Economic Interest (or the portion thereof) and/or its Interest as a Series Member; - Execution, acknowledgment and delivery by the assignor and assignee of any other instruments reasonably required by the Series Manager including an agreement of the permitted assignee to be bound by the provisions of this Agreement and the Series Agreement; and - The Series Manager?s approval of the Transferee?s or assignee?s admission to the Series as a Substitute Member and concurrent and complete Disassociation of all of the Membership and Economic Interests of the Transferor with respect to such Series. 12.8 Voluntary Transfer; Right of First Refusal - Notice of Sale. In the event any Series Member (a Selling Member) wishes to sell its Interest a Series, it must first present its offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Member?s Interest, which shall be offered to each in the order of priority described below: - First, the Series Manager (or its members) may elect to purchase the entire Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale, but if they don?t; then - Second, all or part of the Series Members may purchase the entire Selling Member?s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Series Members to purchase disproportionate amounts; - Third, if the Series Members elect to purchase less than the entire Interest proposed for sale, the Series Manager (or its members) and/or Founder may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Member?s Interest and on the same terms and conditions as contained in the Notice of Sale; and - Fourth, in the event the Series Members and/or Series Manager or the Founder fail to respond within thirty (30) days of the Selling Member?s Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire Selling Member?s Interest, the Selling Member shall have the right to sell its Interest to the third- party on the same terms and conditions contained in the original Notice of Sale. - Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third-party to purchase all or any portion of its Interest in the Company or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third-party, and the purchase price and terms of payment. - Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Article (giving the Series Manager, the Series Members and/or the Founder the first right to purchase its Interest on the same terms and conditions offered by the third-party) with respect to the existing offer and all subsequent third-party offers. - If a Series Manager and the Founder approves the sale to the third-party, it must be completed within three (3) months. If the sale to the third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the Series Manager and Founder, who may require that the Selling Member again comply with the first right of refusal provisions of this Article. In any purchase by the Series Members, Series Manager, or Founder as described above, the Series Manager will automatically adjust the Membership Interests of the Purchasing Members and Selling Members to reflect the respective number and class of Units or Interests transferred, and the Series Manager shall update the list of Series Members and their Percentage Interests in the Series Agreement as appropriate to reflect such transfer. - Costs of Conveyance for Voluntary Transfer. In the event that the Series Manager, the Series Members, and/or the Founder elect to purchase as provided this Article, the cost of such transaction, including without limitation, recording fees, escrow fees, if any, and other fees, (excluding attorneys? fees which shall be the sole expense of the party who retained them) shall be borne by the Selling Member. The Selling Member shall deliver all appropriate documents of transfer for approval by the Series Manager at least three (3) days prior to the closing of such sale for its review and approval. The Series Manager may deduct its costs of sale from the Capital Account of the Transferring Member, unless other reimbursement is received. - Indemnification of Parties. From and after the date of such closing, whether the sale is made to the Series Manager, the Series Members, the Founder, or the third-party, the Selling Member shall have no further Interest in the Assets or income of the Series or the Company and, as a condition of the sale, the Person(s) or entities purchasing the Interests shall indemnify and hold harmless the Selling Member from and against any claim, demand, loss, liability, damage or expense, including without limitation, attorney?s fees arising from the subsequent operation of the Company or Series, and the Selling Member shall indemnify and hold harmless the Purchasing Members from and against any claim, demand, loss, liability, damage or expense, including without limitation, attorney?s fees arising from the subsequent operation of the Company or Series. - Indemnification by Transferring Member. Any Member that Transfers all or any portion of its Membership Interest shall in each case as Indemnitor indemnify, defend, and hold harmless the Company and each other Member as Indemnitees to the fullest extent permitted by applicable law against all Losses of those Indemnitees caused by, resulting from, or arising out of (i) any failure by the Indemnitor to comply with any federal, state, local, or foreign securities, antitrust, or other laws or regulations applicable to such transfer (including those relating to payment of transfer taxes), (ii) any breach, default, or violation of any existing financing or future financing caused by or attributable to such transfer, or (iii) any federal or state income or other tax obligations attributable to such transferring Member (whether due to non-payment of taxes by the Member, deficiency determined upon audit or others) or to such Transfer. - Rights and Interests of Voluntary Transferee; Adjustment of Voting Rights. If a Series Member transfers its Interest to a third-party Transferee pursuant to this Article, such Transferee shall only succeed to the Series Member?s Economic Interest unless and until it complies with the provisions of Article 12.4 and is approved by the Series Manager as a Substitute Member. Until such time, if ever, that the third-party Transferee becomes a Substitute Member, the voting Interests of the Remaining Members (i.e., all Members, other than the Selling Member) will be increased proportionate with their Percentage Interests in the Series as if they had purchased the Selling Member?s Interest. The obligations, rights and Interests of the Selling, purchasing, and any Substitute Members shall inure to and be binding upon the heirs, successors and permitted assignees of such Transferee subject to the restrictions of this Article. A third-party Transferee shall have no right of action against the Company, a Series (its Manager or Members), or the Founder for not being accepted as a Substitute Member. 13. Involuntary Transfer; Disassociation 13.1 Disassociation for Cause A Series Member may be disassociated (i.e., expelled) from the Series: a) pursuant to a judicial determination, or b) on application by the Series Manager, another Member of the same Series, or c) the Founder, for Cause (defined in the bullets below); upon a written finding by the Series Manager or applicable judicial body that such Series Member: - Engaged in wrongful conduct that adversely and materially affected the business of a Series and/or the Company; - Willfully or persistently committed a material breach of this Agreement; - Engaged in conduct relating to the Series? business, which makes it not reasonably practicable to carry on the business with the Series Member; or - Engaged in willful misconduct related to its Membership in the Series. 13.2 Disassociation by Operation of Law Additionally, a Series Member may be disassociated by operation of law, affected solely by action of the Series Manager or Founder, upon the occurrence of any of the following triggering events: - Upon Voluntary or Involuntary Transfer of all or part of a Member's Economic Interest with respect to a Series; - Dissolution, suspension, or failure to maintain the legal operating status of a corporation, partnership or limited liability company that is a Member of a Series; or - Any Series Member who meets the definition of a "covered person" and becomes subject to a "disqualifying event" at any time during operation of the Company (as those terms are defined in Regulation D, Rule 506(d)) may automatically, by action of the Founder: a) be disassociated, or b) be stripped of its voting rights, if any, as appropriate and necessary to preserve the Company's securities exemption under Regulation D, Rule 506. - In the case of a Series Member that is a legal entity, the Member's: o Becoming a debtor in Bankruptcy; o Executing an assignment of all or substantially all of its Economic Interest for the benefit of creditors; o The appointment of a trustee, receiver, or liquidator of the Member or of all or substantially all of the Member's property including its Interest in the Company pursuant to an action related to the Member?s insolvency; or o - In the case of a Member who is an individual: o The Member's death; o Becoming a debtor in Bankruptcy; o The appointment of a guardian or conservator of the property of the Member; or o A judicial determination of incapacity or other such determination indicating that the Member has become incapable of performing its duties under this Agreement or the Series Agreement; - In the case of a Member that is a trust or trustee of a trust, distribution of the trust's entire rights to receive Distributions from a Series, but not merely by reason of the substitution of a successor trustee; - In the case of a Member that is an estate or personal representative of an estate, distribution of the estate's entire rights to receive Distributions from a Series, but not merely the substitution of a successor personal representative; or - Termination of the existence of a Member if the Member is not an individual, estate, or trust, other than a business trust. 13.3 Effect of Disassociation Immediately on mailing of a notice of Disassociation sent by the Series Manager to a Series Member?s last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Person will cease to be a Member of the Series and shall henceforth be known as a Disassociated Member. Any successor in Interest who succeeds to a Series Member?s Interest by operation of law (per Article 13.2) shall henceforth be known as an Involuntary Transferee. Subsequently, the Disassociated Member?s right to vote or participate in management decisions will be automatically terminated. A Disassociated Member (or its legal successor) will continue to receive only the Disassociated Member?s Economic Interest in the Series, unless the Disassociated Member/Involuntary Transferee elects to sell its Interest following the procedures described in Article 12.8; and/or a Voluntary or Involuntary Transferee seeks admission and is approved by the Series Manager as a Substitute Member (per Article 12.7). Until such time, if ever, that the Series Manager approves the transfer of the entire Disassociated Member?s Interest to the Purchasing Members or a Substitute Member, the voting Interests of the Remaining Members will be proportionately increased as necessary to absorb the Disassociated Member?s voting Interests. If a Member objects to Disassociation, they will be bound to resolve the dispute in accordance with the Internal Dispute Resolution Procedure described in Article 14, unless the reason for the Disassociation can be resolved within sixty (60) days to the satisfaction of the Series Manager, in which case their full Membership Interest will be reinstated. If there is no Involuntary Transferee, and no third-party buyer is found and the Series Manager or Remaining Members do not wish to purchase the Disassociated Member?s Interest, the Disassociated Member will only be entitled to receive its Economic Interest (no voting rights), indefinitely, until such time as the Company or such Series is dissolved. 13.4 Sale and Valuation of a Disassociated Member?s Interest If no outside buyers can be found and the Disassociated Member still desires to sell its Interest, which the Remaining Members and/or Series Manager or Founder (Purchasing Members) wish to purchase, the buyout price for the Disassociated Member?s Interest may be determined using one of the following methods: - Negotiated Price: If the Purchasing Members or legal representative of the Disassociated Member can agree on a negotiated price for the Interest, then that price will be used; if not, - Estimated Market Value within 3 Months: The Series Manager may quarterly determine the Estimated Market Value of the Company and/or its Series and report it to the Series Members. An Estimated Market Value calculated by the Series Manager in any commercially accepted manner within the last three (3) months shall conclusively be used to determine the value of a Disassociated Member?s Interest. The purchase price of shall be the product of the Disassociated Member?s Percentage Interest in a Series and the Estimated Market Value of the Series adjusted for the Member Class, if applicable. - Appraisal Method: If both of the above methods fail, the price for a Disassociated Member?s Interest shall be determined by appraisal of the Disassociated Member?s Interests by one or more independent, certified commercial business appraisers currently operating in the business of the Underlying Asset(s), as follows: - The Disassociated Member shall hire and pay the first appraiser, who shall provide an Estimated Market Value for the Series. If acceptable to the parties, this Estimated Market Value will be used to calculate the value of the Disassociated Member?s Interest. - If the first appraiser?s valuation is unacceptable, the Purchasing Members may hire their own appraiser and the average of the two appraisals (if within twenty percent (20%)) may be used to determine the value of the Series on which the purchase price will be based. If the two appraisals differ by more than twenty percent (20%) and the parties still cannot agree on the value, then, - A third appraisal may be obtained (at the option of either party), the cost of which will be split between the Purchasing Members and the Disassociated Member. The average of the two appraisals closest in value will be conclusively used to establish the Estimated Market Value of the Series on which the value of the Interest will be based. 13.5 Closing on a Disassociated Members? Interest Unless other terms have been agreed between the Disassociated and Purchasing Members, the following terms shall apply to closing of a Disassociated Member?s Interest. After determining value (per Article 12.8 or 13.4 above), the Purchasing Members shall give written notice fixing the time and date for the closing. The closing shall be conducted at the principal office of the Company or other agreed location on the date not less than thirty (30) days nor more than sixty (60) days after the date of such notice, or in the event of Bankruptcy, any request for an extension by any Bankruptcy Court having jurisdiction. 13.6 Payment for a Disassociated Member?s Interest At closing, the Purchasing Members shall pay to the Disassociated Member by certified or bank check an amount equal to the determined value of the Disassociated Member?s Interest, or, if such value shall be determined to be zero or another amount pursuant to an agreement of the Members, shall deliver an executed copy of such agreement or a copy of such appraisal report(s), or a memorandum of the negotiated value (per Article 12.8 above) as applicable. Notwithstanding the foregoing, at the option of the Purchasing Members, the purchase price may be paid by the delivery of its promissory note in the principal amount of the purchase price, bearing interest at eight percent (8%), repayable early without penalty, in eight (8) equal quarterly installments, or other agreement between the parties. Simultaneously therewith the Disassociated Member shall execute, acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall be necessary or reasonably desirable to convey all of the right, title and Interest of the Member and the Assets thereof. Because of the unique and distinct nature of an Interest in a Series of the Company, it is agreed that the Purchasing Members? damages would not be readily ascertainable if they elect to purchase the Disassociated Member?s Interest as aforesaid and the conveyance thereof were not consummated, and, therefore, in such case the Purchasing Members shall be entitled to the remedy of specific performance in addition to any other remedies that may be available to them in law or in equity. 13.7 Transfer of Economic Interest; Rights of an Involuntary Transferee If the Purchasing Members do not elect to purchase the Interest of a Disassociated Member as provided in Articles 13.4 through 13.6, or if by operation of law the Economic Interest of the Disassociated Member transfers to an Involuntary Transferee, the Series Manager shall hereby be granted power of attorney by the Disassociated Member to execute such documents as may be necessary and requisite to evidence and cause the transfer only of the Disassociated Member?s Economic Interest to the Involuntary Transferee, as applicable and appropriate for the circumstances. An Involuntary Transferee shall not be deemed a Series Member until such time if ever, that they seek admission and are approved as a Substitute Member(s) of a Series. Until then, they shall only succeed to the Economic Interest of the Disassociated Member, including the right to any Distributions and a return of the Disassociated Member?s Unreturned Capital Contributions, if applicable, which shall be distributed only if and when such Distributions or return of Capital Contributions shall become due per the terms of the applicable Series Agreement. Any Distributions that may be due a Disassociated Member shall be held in trust by the Series Manager and no Distributions shall be made to an Involuntary Transferee until it produces and executes such documentation as the Series Manager deems necessary to evidence the Transfer of the Disassociated Member?s Economic Interest, and to indemnify the Company, the Series Manager or Members for any liability related to making Distributions directly to the holder of the Economic Interest. Any further assignment of the Disassociated Member?s Economic or Membership Interest, or any request of an Involuntary Transferee to succeed to the Disassociated Member?s full Membership Interest (i.e., to become a Substituted Member in a Series of the Company), shall be subject to approval of the Series Manager. 14. Dispute Resolution The dispute resolution process provisions do not apply to claims under the federal securities laws. By agreeing to the dispute resolution process, including mandatory arbitration, investors will not be deemed to have waived the Company?s or Series? compliance with the federal securities laws and the rules and regulations thereunder. Further, the waiver of jury trial provision does not apply to claims under the federal securities laws. Because the nature of the Company and its Series is to generate Profits that it can share with its Series Members, it is imperative that one Series Member?s dispute with the Company, a Series Manager and/or other Series Members is not allowed to diminish the Profits available to other Series Members or resources necessary to operate the Company or assets of such Series. Litigation could require diversion of Company or Series Profits to pay attorney?s fees or could tie up Company funds necessary for operation of the Company or the affected Series, its Subsidiary or its assets, impacting the profitability of the investment for all such Series Members. The only way to prevent such needless expense is to have a comprehensive Internal Dispute Resolution Procedure (Procedure) in place, to which each of the Series Members have specifically agreed in advance of membership in the Company or in a Series. The Procedure described below requires an aggrieved party to take a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and the other non-disputing Series Members, before invoking a costly remedy, such as arbitration. In the event of a dispute, claim, question, or disagreement between Series Members or between a Series Manager or the Founder and/or one or more Series Members arising from or relating to this Agreement, the Series Agreement, the breach thereof, or any associated transaction, or to interpret or enforce any rights or duties under the Act (hereinafter Dispute), all Series Managers and Series Members hereby agree to resolve such Dispute by strictly adhering to the Procedure provided below. The following Procedure has been adapted for purposes of this Agreement from guidelines and rules published by the American Arbitration Association (AAA): 14.1 Notice of Disputes Written notice of a Dispute must be sent to the Series Manager or Series Member by the aggrieved party as described in the notice requirements of Article 16.1 below. 14.2 Negotiation of Disputes The parties hereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual Interests, attempt to reach a just and equitable solution satisfactory to all parties. If, within a period of sixty (60) days after written notice of such Dispute has been served by either party on the other, the parties have not reached a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to mediation administered by the AAA in accordance with the provisions of its Commercial Mediation Rules. The onus is on the complaining party to initiate each next step in this Procedure as provided below. 14.3 Mandatory Alternative Dispute Resolution On failure of negotiation provided above; mediation, and as a last resort, binding arbitration shall be used to ultimately settle the Dispute. The following provisions of this Article 14 shall apply to any subsequent mediation or arbitration. Exception: On unanimous consent of all parties to a Dispute, the disputing party may initiate a small claims action or litigation in lieu of mandatory mediation and arbitration provided the parties shall further unanimously determine jurisdiction and venue. In any small claims action or litigation, the local rules of court shall apply in lieu of the remaining provisions of this Article. - Preliminary Relief. Any party to the Dispute may seek preliminary relief at any time after negotiation has failed, but prior to arbitration, in accordance with the Optional Rules for Emergency Measures of Protection of the AAA Commercial Arbitration Rules and Mediation Procedures. The AAA case manager may appoint an arbitrator who will hear only the preliminary relief issues without going through the arbitrator selection process described in Article 14.5.1. - Consolidation. Identical or sufficiently similar Disputes presented by more than one Series Member may, at the option of the Series Manager or Founder, be consolidated into a single Procedure. - Location of Mediation or Arbitration. Any mediation or arbitration shall be in State of Delaware and each party to such mediation or arbitration must attend in person. - Attorney?s Fees and Costs. Each party shall bear its own costs and expenses (including their own attorney?s fees) and an equal share of the mediator or arbitrators? fees and any administrative fees, regardless of the outcome; however, if a Series Manager or the Founder is a party, their legal fees shall be paid by the Series (per the indemnification provision described in Article 6.6). Exception: A Series may reimburse a Series Member for attorney?s fees and costs in any legal action against the Series Manager or the Company in which the Series Member is awarded such fees and costs as part of a legal action. - Maximum Award. The maximum amount a party may seek during mediation or be awarded by an arbitrator is the amount equal to the party?s Unreturned Capital Contributions and any Cash Distributions or Interest to which the party may be entitled. An arbitrator will have no authority to award punitive or other damages. - AAA Commercial Mediation or Arbitration Rules. Any Dispute submitted for mediation or arbitration shall be subject to the AAA?s Commercial Mediation or Arbitration Rules. If there is a conflict between the Rules and this Article, the Article shall be controlling. 14.4 Mediation Any Dispute that cannot be settled through negotiation as described in Article 14.2, may proceed to mediation. The parties shall try in good faith to settle the Dispute by mediation, which each of the parties to the Dispute must attend in person, before resorting to arbitration. If, after no less than three (3) face-to-face mediation sessions, mediation proves unsuccessful at resolving the Dispute, the parties may then, and only then, resort to binding arbitration as described in Article 14.5. - Selection of Mediator. The complaining party shall submit a Request for Mediation to the AAA. The AAA will appoint a qualified mediator to serve on the case. The preferred mediator shall have specialized knowledge of securities law, unless the Dispute pertains to financial accounting issues, in which case the arbitrator shall be a C.P.A., or if no such person is available, shall be generally familiar with the subject matter involved in the Dispute. If the parties are unable to agree on the mediator within thirty (30) days of the Request for Mediation, the AAA case manager will make an appointment. If the initial mediation(s) does not completely resolve the Dispute, any party may request a different mediator for subsequent mediation(s) by serving notice of the request to the other party(ies) for approval, and subject to qualification per the requirements stated above. 14.5 Arbitration Any Dispute that remains unresolved after good faith negotiation and three (3) failed mediation sessions shall be settled by binding arbitration. Judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof. 14.5.1 Selection of Arbitrator. Prior to arbitration, the complaining party shall cause the appointment of an AAA case manager by filing of a claim with the AAA along with the appropriate filing fee, and serving it on the defending party. The AAA case manager shall provide each party with a list of proposed arbitrators who meet the qualifications described below, or if no such person is available, who are generally familiar with the subject matter involved in the Dispute. Each side will have fourteen (14) days to strike any unacceptable names, number the remaining names in order of preference, and return the list to the AAA. The case manager shall then invite persons to serve from the names remaining on the list, in the designated order of mutual preference. Should this selection procedure fail for any reason, the AAA case manager shall appoint an arbitrator as provided in the applicable AAA Commercial Arbitration Rules. 14.5.2 Qualifications of Arbitrator. The selected or appointed arbitrator shall be selected from available candidates in Delaware and shall have specialized knowledge of securities law, unless the Dispute pertains to financial accounting issues, in which case the arbitrator shall be a C.P.A. Further, the selected arbitrator must agree to sign a certification stating that they have read all of the documents relevant to the Member?s subscription to the Series, including the Private Placement Memorandum, the Agreement, the subject Series Agreement, and the Subscription Booklet in their entirety, including and any relevant Appendices or Exhibits. 14.5.3 Limited Discovery. Discovery shall be limited to only those documents pertaining to the Member?s Subscription to the Series (and any relevant Appendices or Exhibits), the Subscription Booklet, any written correspondence between the parties, and any other documents specifically requested by the Arbitrator as necessary to facilitate his/her understanding of the Dispute. The parties may produce witnesses for live testimony at the arbitration hearing at their own expense. A list of all such witnesses and complete copies of any documents to be submitted to the arbitrator shall be served on the arbitrator and all other parties within forty-five (45) days of the arbitration hearing, at the submitting party?s expense. 14.5.4 Findings of Arbitrator If, in any action against a Series Manager, the Company, or the Founder, the selected or appointed arbitrator, or judge (if applicable) makes a specific finding that the Series Manager, Founder or Company has violated Securities laws, or has otherwise engaged in any of the actions described in Article 6.4 for which the Series Manager or Company will not be indemnified, the Series Manager, Founder, or Company must bear the cost of its own legal defense. In such case, the Series Manager must reimburse the Company for any such costs previously paid by the Company. Until the Company has been fully reimbursed, the Series Manager will not be entitled to receive any fees or Distributions it may otherwise be due. 15. Termination of Series and Company 15.1 Dissolution of the Company The Company shall be dissolved upon the occurrence of either of the following events: - By sale of all or substantially of the Series? Underlying Asset(s) and dissolution of all Subsidiaries; - By the unanimous written agreement of all Series Managers and the Founder; or - Upon the entry of decree of judicial dissolution. The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Series Manager or Series Member or the occurrence of any event that terminates the continued membership of any Series Member in a Series shall not in and of itself cause the dissolution of the Company. If a Series Member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage its person or property. The Series Member?s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Series Member?s rights for the purpose of settling the Member?s estate or administering its property. If a Series Member is an entity and is dissolved or terminated, the powers of that Series Member may be exercised by its legal representative or successor. 15.2 Termination of a Series A Series shall be terminated upon the occurrence of any of the following events: - Upon dissolution of the Company; - On sale or disposition of all of the Underlying Asset(s) and dissolution of its Subsidiaries; or - At the time in which there are no Series Members in a Series; - Upon the entry of a decree of judicial termination. Other than in connection with a transfer of Membership Interests in accordance with this Agreement, a Series Member shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Series Member. The termination and winding up of a Series shall not cause the dissolution of the Company (even if there are no remaining Series so long as the Founder is still a Member); nor shall it cause the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series formed by the Founder as provided in this Agreement and consistent with the Act. 15.3 Winding Up of a Series on Termination of Such Series Upon termination of a Series, an accounting shall be made of the accounts of the Company with respect to such Series and of the assets, liabilities and operations associated with such Series and its Subsidiaries, from the date of the last previous accounting until the date of termination. The Series Manager(s) shall immediately proceed to wind up the affairs of such Series. If a Series is terminated and its affairs are to be wound up, the Series Manager shall: - Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such Series Manager(s) may determine to distribute any assets to the Series Members in kind); - Dissolve its Subsidiaries in accordance with the limited liability act of the state in which the Subsidiaries are formed; - Allocate any Profits or Losses resulting from such sales to the respective Capital Accounts of the Series Members in accordance with Article 10 and Appendix A hereof; - Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, including liabilities to the Founder, Series Managers, or Series Members who are creditors to the Series, to the extent otherwise permitted by law, other than liabilities to Series Members for Distributions (for purposes of determining the Capital Accounts of the Series Members, the amounts of any Reserves created in connection with the liquidation of such Series shall be deemed to be an expense of the Company with respect to such Series); and - Distribute the remaining assets of such Series to the Series Members in accordance with their Capital Account balances after giving effect to all contributions, Distributions, and allocations for all periods, as further specified in the Series Agreement associated with such Series. Notwithstanding anything to the contrary in this Agreement, if upon the termination and liquidation of any Series, any Series Member has a deficit balance in its Capital Account with respect to with such Series (after giving effect to all contributions, Distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs), such Series Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Series Member?s Capital Account, and such deficit Capital Account balance shall not be considered a debt owed by such Series Member to the Company with respect to such Series or otherwise, to any other Series Member or to any other Person for any purpose whatsoever. The Founder, Series Managers and Series Members, as applicable, shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company with respect to such Series and the final disposition of its assets. 15.4 Winding Up On Dissolution of the Company Upon the dissolution of the Company pursuant to Article 15.1, the Company shall be wound up by winding up each Series in the manner contemplated by Article 15.3, except that, for purposes of Article 15.3, paragraph 3, the separate Capital Accounts of each Member associated with more than one Series shall be combined into a single Capital Account of such Member. 15.5 Certificate of Cancellation If a dissolution of the Company occurs and all debts, liabilities and obligations of the Company, whether or not associated with any Series, have been satisfied (whether by payment or reasonable provision for payment) and all of the remaining property and assets of the Company, whether or not associated with any Series, have been distributed, a certificate of cancellation as required by the Act shall be jointly executed and filed by the members of the Company, as authorized persons, within the meaning of the Act, with the Delaware Secretary of State. 15.6 Effect of Filing Certificate of Cancellation or Equivalent Upon the filing of a certificate of cancellation or equivalent with the Delaware Secretary of State, pursuant to Article 15.5, the existence of the Company shall cease. 15.7 Returns of Contributions Nonrecourse to Other Members Except as otherwise provided by applicable laws, upon termination of a Series, the Series Member shall look solely to the assets of such Series for the return of their Capital Contributions to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Series Members shall have no recourse against any other Series, the Company or any other Series Member, except as otherwise provided by law. 16. Miscellaneous Provisions 16.1 Notices All notices provided for by this Agreement shall be made in writing and deemed received (i) twenty-four (24) hours after emailing to the party entitled thereto, or (ii) on the mailing of the notice in the U.S. mail at the last known address of the party entitled thereto, certified mail, return receipt requested. 16.2 Binding Effect This Agreement and the Series Agreements are binding upon and inure to the benefit of the Series Members, and, to the extent permitted by this Agreement, their respective legal representatives, successors and assigns. 16.3 Governing Law This Agreement, Series Agreements, and the rights of the parties hereunder, shall be construed pursuant to the laws of the State of Delaware (without regard to conflict of laws principles). 16.4 Waiver of Action for Partition Each Member irrevocably waives during the term of the Company and any Series for which it is a Member, any right that it may have to maintain any action for partition with respect to the property of the Company or any Series. 16.5 Amendments This Agreement may not be amended except in writing except by unanimous consent of all Series Managers. A Series Agreement may only be modified by an affirmative vote of Series Members holding a Majority of Interests in the affected Series. However, notwithstanding anything to the contrary herein, the Founder may amend this Agreement, a Series Agreement, or a Subsidiary Company Agreement in a manner not materially inconsistent with the principles set forth in this Agreement, without the approval or vote of the Series Members, including without limitation: - To issue non-substantive amendment to this Agreement or a Series Agreement to correct minor technical errors; - To accommodate a lender?s request with respect to a Series Agreement or a Subsidiary Company Agreement; - To cure any ambiguity or to correct or supplement any provision therein which may be inconsistent with any other provision therein or in any associated document, or to add any other provisions with respect to matters or questions arising under this Agreement which will not be materially inconsistent with the provisions of this Agreement; and - To take such steps as the Founder or a Series Manager deems advisable to preserve the tax status of the Company or a Series or to otherwise specify the tax status of a Series or the Company; - To delete or add any provisions to this Agreement, a Series Agreement, or a Subsidiary Company Agreement as requested by the Securities and Exchange Commission, state securities officials which is deemed by such regulatory agency or official to be for the benefit or protection Company, its Members or the Series Members; or - To make amendments similar to the foregoing so long as such action shall not materially and adversely affect the Interests or returns to the Series Members. 16.6 Execution of Additional Instruments Each Series Member hereby agrees to execute such other and further statements of Interest and holdings, designations and other instruments necessary to comply with any laws, rules or regulations, or reasonable requests of the Company, the Founder, or a Series Manager. 16.7 Construction Whenever the singular number is used in this Agreement or a Series Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 16.8 Waivers The failure of any party hereto to seek redress for default of or to insist upon the strict performance of any covenant or condition of this Agreement or a Series Agreement shall not prevent a subsequent act, which would have originally constituted a default, from having the effect of an original default. 16.9 Severability Every provision of this Agreement and the Series Agreements are intended to be severable. If any phrase, sentence, paragraph, or provision of this Agreement or a Series Agreement or its application thereof to any Person or circumstance is unenforceable, invalid, the affected phrase, sentence, paragraph, or provision shall be limited, construed, and applied in a manner that is valid and enforceable. If the conflict was with a non-waivable provision of the Act, phrase, sentence, paragraph, or provision, it shall be modified to conform to the Act. In any event, the remaining provisions of this Agreement, the Series Agreement, or Subsidiary Agreement shall be given their full effect without the invalid provision or application. If any term or provision hereof is illegal or invalid for any reason whatsoever, such legality or invalidity shall not affect the validity or legality of the remainder of this Agreement, the Series Agreement or the Subsidiary Agreement. 16.10 Creditors None of the provisions of this Agreement or a Series Agreement shall be for the benefit of or enforceable by any creditors of (i) the Company, (ii) any Series of the Company, (iii) any Series Member, (iv) any Series Manager, or (v) the Founder. 16.11 Counterparts This Agreement and any associated Series Agreements may be signed in multiple counterparts, all of which should be deemed an original and shall constitute one instrument. 16.12 Integration This Series Limited Liability Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. 17. Signatures IN WITNESS WHEREOF, the parties hereto, whose names and contact information follows, have caused their signatures or the signatures of their duly authorized representatives and seals to be set forth below as of the day and year first above written. Dated: August 12, 2020 By: VV Markets, LLC A Delaware Series Limited liability company By: Its Manager, VinVesto, Inc., A Delaware Corporation _______/s/ Nicholas King________________ By: Its CEO, Nicholas King Appendix A: Capital Accounts and Allocations 1. Capital Accounts An individual Capital Account shall be maintained solely for the convenience of the Manager. Since the Company is treated as a corporation for U.S. federal and state tax purposes, the earnings and profits of the corporation are paid solely in conjunction with the Member?s Interests, and Capital Accounts do not serve a purpose for U.S. federal or state tax purposes. 2. Division of Profits and Losses for Income Tax Purposes As an entity electing to be treated as a corporation for U.S. federal and state tax purposes, the Company will be responsible for accounting for its profit and loss in accordance with U.S. tax law prior to the distribution of cash. 3. Treatment of Distributions of Cash for Tax Purposes 3.1 Distributions of Cash In the event that the Company generates Distributable Cash from Capital Transactions, the Company will make Cash Distributions to the Members as described in Article 4 of the Agreement. 3.2 In-Kind Distribution Except as otherwise expressly provided herein, without the prior approval of the Manager, Assets of the Company, other than cash, shall not be distributed in-kind to the Members. If any Assets of the Company are distributed to the Members in-kind for purposes of this Agreement, such Assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interest in such Assets shall receive such Interest as a tenant-in-common with the other Member(s) so entitled with an undivided Interest in such Assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the earnings and profits of the Company shall be adjusted for any gain or loss pursuant to section 311(b) of the Code. 3.3 Prohibited Distribution; Duty to Return A Distribution to any Member may not be made if it would cause the Company?s total liabilities to exceed the fair value of the Company?s total Assets. A Member receiving a Distribution in violation of this provision is required to return it, if the Member had knowledge of the violation. 4. Other Tax Matters 4.1 Company Tax Returns and Payment The Manager shall use its best efforts to cause the Company?s tax return to be prepared prior to March 1 of each year. As an entity electing to be treated as a Corporation, the Company will be required to account for items of profit and loss on its own account and remit corporate tax due resulting from such calculation. This corporate tax will be viewed as an expense of the Company which will reduce Distributable Cash. 5. Tax Matters Related to Foreign Investors 5.1 Non-U.S. Investors The discussion below is applicable solely to Non-U.S. Persons investing directly with the Company. The Company will be required to withhold U.S. Federal income tax at the rate of up to thirty percent (30%), or lower treaty rate, if applicable on payments of fixed, determinable and periodic income to shareholders and debt obligation holders (including but not limited to dividends, interest, rents, royalties, etc.) to a Non-U.S. Person. Documentation is required by the Manager before the Company can apply a lower tax treaty rate. The Company is authorized to withhold and pay over any such withholding taxes and treat such withholding as a payment to the Non-U.S. Person if the withholding was required. Such payment will be treated as a Distribution to the extent that the Non-U.S. Person is then entitled to receive a Distribution. To the extent that the aggregate of such payments to a Non-U.S. Person for any period exceeds the Distributions to which they are entitled for such period, the Company will notify the Non-U.S. Person as to the amount of such excess and the amount of such excess will be treated as a loan by the Company to the Non-U.S. Person. If a Non-U.S. Person owns a Membership Interest directly on the date of death, its estate could be further subject to U.S. estate tax with respect to such Interest. It is intended that the holders of the Company?s debt obligations will qualify for the portfolio interest exemption contained in section 871(h) of the Code so long as their voting interest in the Company is less than 10 percent. 5.2 Foreign Person Withholding The Company shall comply with all reporting and withholding requirements imposed with respect to Non-U.S. Persons, as defined in the Code, and any Member that is a Non-U.S. Person shall be obligated to contribute to the Company any funds necessary to enable the Company (to the extent not available out of such Member?s share of Distributable Cash or Net Proceeds of Capital Transactions) to satisfy any such withholding obligations. In the event any Member shall fail to contribute to the Company any funds necessary to enable the Company to satisfy any withholding obligation, the Manager shall have the right to offset against any payments due and owing to such Member, or its Affiliates, the amounts necessary to satisfy such withholding obligation, or, in the event the Company shall be required to borrow funds to satisfy any withholding obligation by reason of a Member?s failure to contribute such funds to the Company, the Manager shall have the right to offset against said Member?s present and future Distributions, an amount equal to the amount so borrowed plus the greater of (i) the Company?s actual cost of borrowing such funds, or (ii) the amount borrowed, multiplied by fifteen percent (15%). 5.3 Non-U.S. Taxes The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non- U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Appendix B: Definitions Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Delaware Limited Liability Company Act, as codified in the Delaware Code, Title 6, Chapter 18, as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series Agreement, in which case ?Act? shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made subsequent to the Member?s initial Capital Contribution in response to a Series Manager?s requires for voluntary Additional Capital Contributions. Additional Member shall mean any Person admitted to the Company or a Series as a new or additional member, subsequent to the sale of Units or Interests in a Series in exchange for initial Capital Contributions of the Series Members. Affiliate or Affiliated shall mean any Person controlling or controlled by or under common control with the Founder (or its members), a Member of the Company or a Series wherein the Manager or Member retains greater than fifty percent (50%) control of the Affiliate if an entity. Article when capitalized and followed by a number refers the provision of this Company Agreement and its Appendices or to provisions of a Series Agreement. Capital Account shall mean the capital account maintained for each Member in accordance with the provisions of Article 9.8 and in Appendix A hereto. A separate Capital Account shall be maintained for each Series Member's Interest in a Series. Capital Contribution shall mean, with respect to any Member, any contribution to the Company or a Series in cash or other property (at such other property's initial Gross Asset Value) by such Member whenever made. ?Initial Capital Contribution? shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement. ?Unreturned Capital Contribution? shall mean, with respect to any Member, the initial contribution by such Member to the Company or a Series pursuant to this Agreement, less any returned capital specified as such, that is not classified by the Manager as a return on investment. Certificate of Formation shall mean the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Act. Code shall mean the Internal Revenue Code of 1986, as amended from time to time, or any superseding federal tax law. A reference herein to a specific Code section refers, not only to such specific section, but also to any corresponding provision of any superseding federal tax statute, as such specific section or such corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference. Company shall refer to VV Markets, LLC, formed and continued under and pursuant to the Act and this Agreement. Company Agreement or Agreement shall mean the Series Limited liability company Agreement, as amended, modified, supplemented or restated from time to time. Company Minimum Gain has the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations. Covered Person, when capitalized, shall have the meaning as set forth in Article 6.6 hereof. Depreciation shall mean, with respect to a Series, and for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset associated with such Series for such Fiscal Year or other period; provided, however, that if the Gross Asset Value of an asset associated with such Series differs from its adjusted basis for federal income-tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income-tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year or other period bears to such beginning adjusted tax basis; and provided further, that if the federal income-tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Series Manager or Founder. Disassociated Member shall mean a Member who has been involuntarily disassociated from the Company or a Series by one of the actions described in Article 13.1 or 13.2, or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described in Articles 12.3 through 12.8. Disassociation shall mean an action of the Series Manager of a Series to remove a Series Member?s right to participate in management of the Series (i.e., removal of its voting Interest) for cause (per Article 13.1) or by operation of law (per Article 13.2). Dispute, when capitalized, shall have the meaning set forth in Article 14 hereof Distributable Cash shall mean all cash, revenues and funds received by a Series from operation of its Subsidiaries and its Underlying Asset(s), less the sum of the following to the extent paid or set aside by the Series: (i) all principal and interest payments on indebtedness of the Subsidiary of the Series and all other sums paid to lenders with respect to the Series; (ii) all cash expenditures incurred in the normal operation of the Series business; and (iii) such Reserves as the Founder deem reasonably necessary for the proper operation of the Series? business. Distribution or Distributions shall mean the cash paid to Series Members on account of their Series Membership Interests. Economic Interest shall mean a Person?s right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive Distributions from a Series, but does not include any other rights of a Series Member, including, without limitation, the right to vote or to participate in management, and any right to information concerning the business and affairs of the Series in which it is a Member. Estimated Market Value shall mean the estimated market value of the Underlying Asset(s) owned by a Subsidiary of a Series, which shall be determined annually by the Manager of such Series and reported to the Members of such Series. Fees refers to compensation received by a Series Manager for services provided to Series as a Series Manager. Fiscal Year shall mean (i) the period commencing upon the formation of the Company and ending on December 31, (ii) any subsequent twelve (12) month period commencing on May 15 and ending on December 31, or (iii) any portion of the period described in Clause (ii) of this sentence for which the Company is required to allocate Profits, Losses and other items of a Series? income, gain, loss or deduction pursuant to Article 9 and Appendix A hereof. Founder shall initially mean VinVesto, Inc. a Delaware corporation, which is the initial and sole Member of the Company not associated with any Series. Free Cash Flow is the net income (as determined under U.S. generally accepted accounting principles (?GAAP?)) generated by the Series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the Underlying Asset (?Free Cash Flow.?) The Manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the Series. Gross Asset Value shall mean, with respect to any asset associated with a Series, such asset's adjusted basis for federal income-tax purposes, except as follows: - The initial Gross Asset Value of any asset contributed by a Member to a Series shall be the gross fair market value of such asset, as agreed to by the manager of such Series; - The Gross Asset Value of all assets of a Series shall be adjusted to equal their respective gross fair market values, as determined by the Series Manager, as of the following times: (a) the acquisition of an additional Interest in such Series by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution to a Member of such Series of more than a de minimis amount of Series assets as consideration for an Interest in the Series; and (c) the liquidation of the assets of a Series within the meaning of Treasury Regulation ?1.704- 1(b)(2)(ii)(g); provided, however, that adjustments pursuant to Clause (a) and Clause (b) of this sentence shall be made only if the Series Manager of such Series reasonably determines that such adjustments are necessary or appropriate to reflect the relative Economic Interests of the Members in such Series; and - The Gross Asset Value of any Series asset that is distributed to any Series Member shall be the gross fair market value of such asset on the date of Distribution, as determined by the Manager of such Series, which shall be determined by any commercially reasonable method. - If the Gross Asset Value of an asset has been determined or adjusted pursuant to Paragraph (a) or Paragraph (b) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Series Profits and Losses. Interest or Membership Interest shall mean a Member?s rights in the Company (with respect to the Founder), or a Series (with respect to Series Members), including the Member?s Economic Interest in the Company of a Series, plus any additional right to vote or participate in management of the Company or Series, and any right to information concerning the business and affairs of the Company or Series provided by the Act and/or described in the Company Agreement or a Series Agreement. Investor shall mean Persons who make Capital Contributions to a Series of the Company in exchange for Membership Interests in such Series. Involuntary Transfer shall mean any transfer not specifically authorized under Article 12. Involuntary Transferee shall mean a Series Member?s heirs, estate, or creditors that have taken by foreclosure, receivership, or inheritance and not as a result of a Voluntary Transfer. Majority of Interests shall mean, with respect to a Series, the vote of Membership Interests of one or more Series Members that in the aggregate exceed fifty percent (50%) of all voting Percentage Interests owned by Members of that Series entitled to vote. Except as otherwise provided in a Series Agreement; non-voting Series Members, if applicable, shall have no voting rights. Member Class shall mean a separate class of interests in a Series as described in Article 5.2 whose rights and duties are separate and distinct from other Members in a Series. Member or Company Member, with respect to the Company, shall include VinVesto, Inc. a Delaware corporation, as the Founder of the Company. Member or Series Member shall include Persons later admitted as Members of a Series, who shall be admitted in accordance with this Agreement. Upon being admitted as a Member of a Series, unless otherwise specified such Series Agreement, such Series Member shall not be considered admitted as a Member of the Company or any other Series. Member Nonrecourse Debt has the meaning set forth in section 1.704-2(b)(4) of the Treasury Regulations. Member Nonrecourse Debt Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with section 1.704-2(i)(3) of the Treasury Regulations. Member Nonrecourse Deductions has the meaning set forth in Treasury Regulation section 1.704-2(i)(2). For any Fiscal Year of the Company, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during that Fiscal Year in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year, reduced (but not below zero) by the amount of any Distributions during such year to the Member bearing the economic risk of loss for such Member Nonrecourse Debt if such Distributions are both from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, all as determined according to the provisions of Treasury Regulation section 1.704-2(i)(2). In determining Member Nonrecourse Deductions, the ordering rules of Treasury Regulation section 1.704-2(j) shall be followed. Non-Capital Contributions shall mean the contributions made by Members of the Company or a Series other than cash. Nonrecourse Deductions has the meaning set forth in Treasury Regulation section 1.704-2(c). The amount of Nonrecourse Deductions for a Company Fiscal Year equals the net increase in the amount of Company Minimum Gain during that Fiscal Year, reduced (but not below zero) by the aggregate amount of any Distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain. Nonrecourse Liability has the meaning set forth in section 1.704- 2(b)(3) of the Treasury Regulations. Notice of Sale shall have the meaning set forth in Article 12.8, pertaining to a Voluntary Transfer of a Series Member?s Interest. Percentage Interest or Series Percentage Interest shall mean, for any Member associated with a Series, such Member?s Percentage Interest in such Series, as set forth herein or in a Series Agreement. Person or Persons shall mean any individual or legal entity, their heirs, executors, administrators, legal representatives, successors, and assigns of such individual or entity where the context so permits. Profits and Losses shall mean, with respect to a Series, and for each Fiscal Year, an amount equal to the Series? taxable income or loss associated with such Series for a Fiscal Year, determined in accordance with ?703(a) of the Code (but including in taxable income or loss, for this purpose, all items of income, gain, loss or deduction associated with such Series that are required to be stated separately pursuant to ?703(a)(1) of the Code), with the following adjustments: - Any income of a Series that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; - Any expenditures of such Series that are described in ?705(a)(2)(B) of the Code (or treated as expenditures described in ?705(a)(2)(B) of the Code pursuant to Treasury Regulation ?1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; - In the event the Gross Asset Value of any asset associated with such Series is adjusted in accordance with Paragraph (ii) or Paragraph (iii) of the definition of ?Gross Asset Value? above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; - Gain or loss resulting from any disposition of any asset of such Series with respect to which gain or loss is recognized for federal income-tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; and - In lieu of the Depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation associated with such Series for such Fiscal Year or other period, computed in accordance with the definition of ?Depreciation? above. Purchasing Member shall mean any current Series Member, Series Manager or Founder that agrees to purchase a selling Series Members Interest with respect to a Series, including the Series Member?s Economic Interest and/or voting rights referenced in Articles 12 and 13. Remaining Members shall have the meaning set forth in Articles 12 and 13 hereof. Reserves shall mean, with respect to a Series, funds set aside or amounts allocated to reserves that shall be maintained in amounts deemed sufficient by the Series Manager of such Series for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the business of the Company with respect to such Series, or incident to the liquidation of such Series pursuant to Article 15.3. Section, when capitalized and followed by a number, refers the sections of the Appendices to this Company Agreement. Selling Member shall mean any Series Member that sells, assigns, hypothecates, pledges, or otherwise transfers all or any portion of its rights of membership in a Series, including its Economic Interest and/or voting rights. Series shall mean a designated Series with separate Members, Managers or Interests established in accordance with this Agreement, the Act, and a Series Agreement having separate rights, powers or duties with respect to Underlying Asset(s) or obligations or profits and losses associated with Underlying Asset(s) or obligations and, to the extent provided in this Agreement or a Series Agreement. Series Agreement shall mean a separate, abbreviated Agreement (including amendments) establishing a Series, and executed by the Founder and Series Managers and adopted (via their Subscription Booklets) by the Series Members. To the extent that a Series Agreement conflicts with the Company Agreement, the Series Agreement shall control. Series Manager shall mean a Person appointed by the Founder of the Company to manage a Series of the Company, or such Person as may be subsequently elected by the Series Members. Series Member shall mean a Person who has made a Capital Contribution to the Company in exchange for Membership Interests in a Series of the Company. Subsidiary or Subsidiaries shall mean the single purpose limited liability companies formed by the Founder to take title to individual Properties. Substitute Member shall mean any Person or entity admitted to a Series as a Member of the Series, on approval by the Series Manager, with all the rights of a Series Member pursuant to Article 7 of this Agreement. Transferee when capitalized, shall have the meaning set forth in Article 12 hereof. Treasury Regulations shall mean the income-tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of superseding regulations). Underlying Asset(s) or Asset shall mean those assets that an individual Series acquires to advance the purpose of the Company. The Company, via individual Series, intends to acquire assets such as fine and vintage wines. Underlying Assets shall be specified in separate Series Agreements. Voluntary Transfer shall have the meaning set forth in Article 12. 1 1 EX1A-4 SUBS AGMT 7 VVMSubscrip203.txt Form of Subscription Agreement [Name of Series], a series of VV Markets, LLC Interests are offered through [Broker Dealer], a Delaware corporation, a registered broker-dealer and a member of FINRA & SIPC (?Broker?) Form of Subscription Agreement to subscribe for [Name of Series], a series of VV Markets, LLC Number of [Name of Series] Interests subscribed for: Price of [Name of Series] Interests subscribed for: Payment Details: - Account Number: - Routing Number: SUBSCRIPTION AGREEMENT [NAME OF SERIES], A SERIES OF VV MARKETS, LLC VV Markets, LLC 2800 Patterson Ave Richmond, VA 23221 Ladies and Gentlemen: 1. Subscription. The person named on the front of this subscription agreement (the ?Purchaser?) (this ?Subscription Agreement?), intending to be legally bound, hereby irrevocably agrees to purchase from [Name of Series], a series of VV Markets, LLC, a Delaware series limited liability company (the ?Company?), the number of [Name of Series] Interests (the ?[Name of Series] Interests?) set forth on the front of this Subscription Agreement at a purchase price of $[Insert Purchase Price] (USD) per [Name of Series] Interest and on the terms and conditions of the Amended and Restated Limited Liability Company Agreement governing the Company dated July 31, 2020, as the same may be amended and restated from time to time (the ?Operating Agreement?), a copy of which the Purchaser has received and read. This subscription is submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Company of up to [2,000] [Name of Series] Interests for maximum aggregate gross proceeds of $_______ (the ?Offering?), unless further [Name of Series] Interests are issued by the Company in accordance with the terms of the Operating Agreement. Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees to issue and sell the [Name of Series] Interests to the Purchaser on the date the Offering is closed (the ?Closing?) for the aggregate purchase price set forth on the front page hereto (the ?Subscription Price?). 2. Payment. Concurrent with the execution hereof, the Purchaser authorizes (i) North Capital Private Securities Corporation, a Delaware corporation and a registered broker-dealer, member FINRA and SICP (the ?Escrow Agent?) as escrow agent for the Company, to request the Subscription Price from the Purchaser?s bank (details of which are set out in the ?Payment Details? section above) or (ii) the transfer of funds in an amount equal to the Subscription Price from the Purchaser?s bank account into the escrow account. The Company shall cause the Escrow Agent to maintain all such funds for the Purchaser?s benefit in a segregated non-interest-bearing account in the name of North Capital Private Securities Corporation, or its successor, for further credit to ?Series #[Series Name], a series of VV Markets, LLC ? [Investor Name]?, until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering as set forth in Section 3.1. 3. Termination of Offering or Rejection of Subscription. 3.1. In the event that the Company does not effect a Closing, this Offering shall terminate upon the earlier of: (a) the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the ?SEC?), which period may be extended for an additional six (6) months by VV Markets, LLC, a Delaware limited liability company, the managing member of the Company (the ?Manager?) in its sole discretion, or (b) the date that the Offering is terminated by the Manager in its sole discretion. Upon termination of the Offering, the Company will cause its payment services provider or the Escrow Agent, as applicable, to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect. 3.2. The Purchaser understands and agrees that the Manager, in its sole discretion, reserves the right to accept or reject this or any other subscription for [Name of Series] Interests, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. If the Manager rejects a subscription, either in whole or in part (which decision is in its sole discretion), the Company shall cause its payment services provider or the Escrow Agent, as applicable, to return promptly the rejected Subscription Price or the rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon. If this subscription is rejected in whole this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. 4. Acceptance of Subscription. At the Closing, if the Manager accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement and cause the Escrow Agent to release the Subscription Price (or applicable portion thereof if such subscription is only accepted in part) to the Company for the benefit of [Name of Series] (less any Offering Expenses as defined in the Offering Circular). The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Manager this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Purchase Price in accordance with this Agreement. The Purchaser understands and agrees that this subscription is made subject to the condition that the [Name of Series] Interests to be issued and delivered on account of this subscription will be issued only in the name of and delivered only to the Purchaser. Effective upon the Company?s execution of this Subscription Agreement, the Purchaser shall be a member of the Company, and the Purchaser agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Purchaser were a party to it (and grants to the Manager the power of attorney described therein). 5. Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, [Name of Series] and the Manager as follows: (a) The Purchaser is aware that an investment in the [Name of Series] Interests involves a significant degree of risk, and has received the Company?s Offering Circular dated ______________, 2020 (the ?Offering Circular?), which contains, in particular, the ?Risk Factors? section therein. The Purchaser understands that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such ?Risk Factors?. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Company or its financial condition. (b) The offering and sale of the [Name of Series] Interests has not been registered under the Securities Act of 1933, as amended (the ?Securities Act?), or any state securities laws. The Purchaser understands that the offering and sale of the [Name of Series] Interests is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor qualification (?Investor Qualification and Attestation?) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the [Name of Series] Interests for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is a ?qualified purchaser? as that term is defined in Regulation A (a ?Qualified Purchaser?). The Purchaser agrees to promptly provide the Manager, the Broker (as defined on the first page hereto) and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. (d) The Purchaser acknowledges that the Purchaser?s responses to the investor qualification questions posed and reflected in the Investor Qualification and Attestation, are complete and accurate as of the date hereof. (e) The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering of the [Name of Series] Interests. (f) In evaluating the suitability of an investment in the [Name of Series] Interests, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the Operating Agreement and this Subscription Agreement. (g) Except as previously disclosed in writing to the Company, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders? fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Company with respect thereto pursuant to paragraph 6 of this Subscription Agreement. (h) The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the [Name of Series] Interests and the Company and to make an informed investment decision with respect thereto. (i) The Purchaser is not relying on the Company, the Manager, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the [Name of Series] Interests, other than with respect to the opinion of legality of legal counsel provided at Exhibit [X] to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the [Name of Series] Interests. (j) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the [Name of Series] Interests by the Purchaser. (k) The Purchaser has adequate means of providing for such Purchaser?s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the [Name of Series] Interests for an indefinite period of time. (l) The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the [Name of Series] Interests, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the [Name of Series] Interests, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) Any power of attorney of the Purchaser granted in favor of the Manager contained in the Operating Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed. (n) If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the ?Investor Qualification and Attestation? section of this Subscription Agreement. The Purchaser first learned of the offer and sale of the [Name of Series] Interests in the state listed in the ?Investor Qualification and Attestation? section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser?s [Name of Series] Interests. (o) The Purchaser is either (i) a natural person resident in the United States, (ii) a partnership, corporation or limited liability company organized under the laws of the United States, (iii) an estate of which any executor or administrator is a U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) an agency or branch of a foreign entity located in the United States, (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (vii) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. The Purchaser is not (A) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (B) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (C) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (E) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. (p) Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is true, complete and accurate and may be relied upon by the Manager, the Company and the Broker, in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company?s issuance of the [Name of Series] Interests. (q) The Purchaser is not, nor is it acting on behalf of, a ?benefit plan investor? within the meaning of 29 C.F.R. ? 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974 (such regulation, the ?Plan Asset Regulation?, and a benefit plan investor described in the Plan Asset Regulation, a ?Benefit Plan Investor?). For the avoidance of doubt, the term Benefit Plan Investor includes all employee benefit plans subject to Part 4, Subtitle B, Title I of ERISA, any plan to which Section 4975 of the Code applies and any entity, including any insurance company general account, whose underlying assets constitute ?plan assets?, as defined under the Plan Asset Regulation, by reason of a Benefit Plan Investor?s investment in such entity. (r) The Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its advisors, if any, consider material to its decision to make this investment. (s) Within five (5) days after receipt of a written request from the Manager, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject. (t) THE [NAME OF SERIES] INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE [NAME OF SERIES] INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT. THE [NAME OF SERIES] INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (u) The Purchaser should check the Office of Foreign Assets Control (?OFAC?) website at http://www.treas.gov/ofac before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the ?OFAC Programs?) prohibit dealing with individuals, including specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs, or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Furthermore, to the best of the Purchaser?s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to ?freeze the account? of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the Purchaser?s identity to OFAC. The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company?s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (v) To the best of the Purchaser?s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure. A ?senior foreign political figure? is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a ?senior foreign political figure? includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. ?Immediate family? of a senior foreign political figure typically includes the figure?s parents, siblings, spouse, children and in-laws. A ?close associate? of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. (w) If the Purchaser is affiliated with a non-U.S. banking institution (a ?Foreign Bank?), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (x) Each of the representations and warranties of the parties hereto set forth in this Section 5 and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing. 6. Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, [Name of Series], the Manager and their respective officers, directors, employees, agents, members, partners, control persons and affiliates (each of which shall be deemed third party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 7. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person?s heirs, executors, administrators, successors, legal representatives, and permitted assigns. 8. Modification. This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought. 9. Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the [Name of Series] Interests shall be made only in accordance with all applicable laws and the Operating Agreement. Any assignment contrary to the terms hereof shall be null and void and of no force or effect. 10. Applicable Law and Jurisdiction. This Subscription Agreement and the rights and obligations of the Purchaser arising out of or in connection with this Subscription Agreement, the Operating Agreement and the Offering Circular shall be construed in accordance with and governed by the internal laws of the State of Delaware without regard to principles of conflict of laws. The Purchaser (i) irrevocably submits to the non-exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in any action arising out of this Subscription Agreement, the Operating Agreement and the Offering Circular and (ii) consents to the service of process by mail. 11. Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. 12. Miscellaneous. 12.1 Sections regarding Addresses and Notices, and Further Action of the Operating Agreement are deemed incorporated into this Subscription Agreement. 12.2 This Subscription Agreement, together with the Operating Agreement, constitutes the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. 12.3 The covenants, agreements, representations and warranties of the Company and the Purchaser made, and the indemnification rights provided for, in this Subscription Agreement shall survive the execution and delivery hereof and delivery of the [Name of Series] Interests, regardless of any investigation made by or on behalf of any party, and shall survive delivery of any payment for the Subscription Price. 12.4 Except to the extent otherwise described in the Offering Circular, each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants or others engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated. 12.5 This Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures sent by facsimile transmission or by email transmission of a PDF scanned document or other electronic signature), but all of which shall together constitute one and the same instrument. 12.6 Each provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Subscription Agreement. 12.7 Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth in the text. 12.8 Words and expressions which are used but not defined in this Subscription Agreement shall have the meanings given to them in the Operating Agreement. SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT VV Markets, LLC [NAME OF SERIES] INTERESTS The Purchaser hereby elects to subscribe under the Subscription Agreement for the number and price of the [Name of Series] Interests stated on the front page of this Subscription Agreement and executes the Subscription Agreement. If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: _________________ If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST: _________________ SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT VV Markets, LLC [NAME OF SERIES] INTERESTS [Name of Series], A SERIES OF VV Markets, LLC By: VinVesto, Inc, its Manager Investor Qualification and Attestation Investor Information First Name Last Name Date of Birth Address Phone Number E-mail Address Check Box: - I am an ?accredited investor?, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or - The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this Offering, does not exceed 10% of the greater of my net worth1 or annual income. o 1In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability. Are you or anyone in your immediate household associated with a FINRA member, organization, or the SEC (Y / N) - If yes, provide name of FINRA institution Are you or anyone in your household or immediate family a 10% shareholder, officer, or member of the board of directors of a publicly traded company? (Y / N) - If yes, please list ticker symbol Social Security #: Attestation I understand that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted. - The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company. Certificate of Accredited Investor Status by Investor: __________________________ Print Name: _______________ Title, if not an individual Investor: ________________ 1 1 EX1A-6 MAT CTRCT 8 VVMmanagserv203.txt MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT This Agreement (?Agreement?) is made as of July 1, 2020 by and between VV Markets, LLC, a Delaware limited liability company (the ?Company?), and VinVesto, Inc., a Delaware corporation (?Collection Manager?). W I T N E S S E T H: WHEREAS, the Company desires to retain Collection Manager to furnish services to the Company, and Collection Manager wishes to be retained to provide such services, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Collection Manager hereby agree as follows: 1. Duties of Collection Manager. (a) Employment of Collection Manager. The Company hereby engages Collection Manager to source, acquire, sell to the Company, and manage the storage, investment, and liquidation of the assets of the Company, subject to the supervision of the Manager of the Company (the ?Company Manager?), during the term hereof and upon the terms and conditions herein set forth, in accordance with: (i) the investment objectives, policies and restrictions that are determined by the Company Manager from time to time and disclosed to Collection Manager, which objectives, policies and restrictions shall initially be those set forth in the Company?s Form 1-A, filed with the Securities and Exchange Commission (the ?SEC?), and as amended from time to time; (ii) all applicable federal and state laws, rules and regulations, and the Company?s charter and bylaws. Collection Manager hereby accepts such engagement and agrees during the term hereof to render such services, subject to the payment of compensation as described in the Company?s applicable offering circular(s). (b) Certain Services. Without limiting the generality of Section 1(a), Collection Manager shall: (i) determine the composition of the asset portfolio of the Company and related series LLCs over time, including the nature and timing of the changes thereto and the manner of implementing such changes; (ii) assist the Company in determining the assets that the Company will purchase, retain, or sell; (iii) acquire wine assets on the market and transfer those assets to the Company; (iv) execute, close, service and monitor the Company?s investments; (v) manage the transportation and storage of Company assets; and (vi) provide the Company with such other advisory, management, research and related services as the Company may, from time to time, reasonably require. Collection Manager shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, to make acquisitions and dispositions of assets, and to execute and deliver all documents relating to the Company?s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to incur debt financing, Collection Manager shall arrange for such financing on the Company?s behalf, subject to the oversight and any required approval of the Company Manager. If it is necessary for Collection Manager to make investments on behalf of the Company through a special purpose vehicle, Collection Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act. (c) Advisers. Collection Manager is hereby authorized to enter into one or more advisory agreements with other investment advisers pursuant to which Collection Manager may obtain the services of the adviser(s) to assist Collection Manager in providing the advisory and transactional services required to be provided by Collection Manager under this Agreement. At the time of this Agreement, one such advisor is sommelier, wine investor, speaker, and author Ryan Vet. (d) Independent Contractors. Collection Manager, and any adviser, shall for all purposes herein each be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (e) Books and Records. Collection Manager shall keep and preserve books and records relevant to the provision of services to the Company and shall specifically maintain all books and records with respect to the Company?s portfolio transactions and shall render to the Company Manager such periodic and special reports as the Company Manager may reasonably request. Collection Manager agrees that all records that it maintains for the Company are the property of the Company and shall surrender promptly to the Company any such records upon the Company?s request; provided that Collection Manager may retain a copy of such records. 2. Allocation of Costs and Expenses, Company Financial Practices. (a) Expenses Payable by Collection Manager. All investment professionals of Collection Manager and/or its affiliates, when and to the extent engaged in providing investment services required to be provided by Collection Manager under this Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by Collection Manager and not by the Company. (b) Expenses Payable by the Company. Other than those expenses specifically assumed by Collection Manager pursuant to Section 2(a), the Company shall bear all costs and expenses that are incurred in its operation, administration and transactions. (c) Company Financial Matters Generally. Company and Collection Manager understand and agree that Collection Manager?s services will be performed, and Collection Manager?s compensation paid, consistently with overall Company financial practices. The Company, contemporaneously with this Agreement, has undergone an audit of its finances. Company and Collection Manager are familiar with the resuts of such audit, and agree the to the policies and procedures adopted or documented by the Company and its auditors in connection with such audit. Exhibit 2.C to this Agreement, below, contains certain statements and policies which have been adopted and/or documented by the Company during the audit process, which statements and policies are incorporated into this Agreement. 3. Compensation of Collection Manager. The Company agrees to pay, and Collection Manager agrees to accept, as compensation for the services provided by Collection Manager hereunder, A sourcing fee of 0- 10% of the aggregate purchase price of the relevant assets is paid to the Collection Manager as compensation for identifying and managing the acquisition of the assets. This fee will be set at the higher end of the percentage range where the Collection Manager is successful in acquiring assets below their average market value. 4. Representations, Warranties and Covenants of Collection Manager. Collection Manager agrees that its activities shall at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, and that its activities shall be consistent with forms, offering documentation, and other documents and materials filed with the Securities Exchange Commission. 5. Responsibility of Dual Directors, Officers and/or Employees. If any person who is a member, Collection Manager, partner, officer or employee of Collection Manager is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such member, Collection Manager, partner, officer and/or employee shall be deemed to be acting in such capacity solely for the Company, and not as a member, Collection Manager, partner, officer or employee of Collection Manager or under the control or direction of Collection Manager, even if paid by Collection Manager. 6. Limitation of Liability of Collection Manager; Indemnification. Collection Manager and its affiliates and its and its affiliates? respective directors, officers, employees, members, Collection Managers, partners and stockholders, each of whom shall be deemed a third party beneficiary hereof (collectively, the ?Indemnified Parties?), shall not be liable to the Company or its subsidiaries or its and its subsidiaries? respective directors, officers, employees, members, Collection Managers, partners or stockholders for any action taken or omitted to be taken by Collection Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise on behalf of the Company. The Company shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all claims or liabilities (including reasonable attorneys? fees) and other expenses reasonably incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or in connection with the performance of any of Collection Manager?s duties or obligations under this Agreement or otherwise for the Company. Notwithstanding the foregoing provisions of this Section to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against, or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party?s duties or by reason of such Indemnified Party?s reckless disregard of its obligations and duties under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). 7. Effectiveness, Duration and Termination. (a) This Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years after such date, and thereafter shall continue automatically for successive annual periods; provided that the Company Manager may prevent such continuance upon written notice to Collection Manager (b) This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days? written notice, by (i) the vote of holders of a majority of the outstanding voting securities of the Company, (ii) the vote of the Company Manager, or (iii) Collection Manager. (d) The provisions of Section 6 of this Agreement shall remain in full force and effect, and apply to Collection Manager and its representatives as and to the extent applicable, and Collection Manager shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, Collection Manager shall be entitled to any amounts owed under Section 3 through the date of termination or expiration. 8. Third Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the parties hereto and the Indemnified Parties any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 9. Amendments of this Agreement. This Agreement may not be amended or modified except by an instrument in writing signed by both parties hereto, and upon the consent of a majority in interest of the members of the Company. 10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, and the applicable provisions of the Investment Company Act, if any. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, if any, the latter shall control. The parties hereto unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Virginia and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 11. No Waiver. The failure of either party hereto to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto. 12. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 13. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement. 15. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the parties hereto at their respective principal executive office addresses. 16. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to such subject matter. 17. Certain Matters of Construction. (a) The words ?hereof?, ?herein?, ?hereunder? and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof. (b) Definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender. (c) The word ?including? shall mean including without limitation. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. VinVesto, Inc. By: __/s/ Nicholas King__________ Name: _Nicholas King____ Title: __CEO___________ VV Markets LLC By: __/s/ Nicholas King__________ Name: _Nicholas King____ Title: __CEO of Managing Member___ Exhibit 2.C to Management Services Agreement Company Financial Matters Generally Note 1: NATURE OF OPERATIONS VV Markets, LLC (the ?Company?) is a Delaware series limited liability company formed on June 16th, 2020. VinVesto Inc. is the sole owner of interests of the Company (other than interests issued in a particular series to other investors). The Company was formed to acquire and manage fine wines, spirits, and other wine related entities. It is expected that the Company will create a number of separate series of interests (the ?Series? or ?Series of Interests?) and that each collection will be owned by a separate Series, and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the ?Interests?) in each Series and will be entitled to share in the return of that particular Series, but will not be entitled to share in the return of any other Series. The Company?s managing member is VinVesto, Inc. (the ?Manager?). The Manager is a Delaware corporation formed on June 16th, 2020. The Manager is a technology and marketing company that operates the VinVesto platform ("Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and manager of the assets of each Series (the ?Asset Manager?). As of June 16th, 2020, the Company has not commenced planned principal operations nor generated revenue. The Company?s activities since inception have consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company?s planned operations or failing to profitably operate the business. The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an offering related to that particular Series a single collectible asset, (plus any cash reserves for future operating expenses). All voting rights, except as specified in the operating agreement or required by law remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required, determining how to best commercialize the applicable Series assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the ?Operating Agreement?). The Company and each Series shall have perpetual existence unless terminated pursuant to the Operating Agreement or law. Note 2: OPERATING AGREEMENT In accordance with the Operating Agreement each interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series. After the closing of an offering, each Series is responsible for its own Operating expenses (as defined in Note 2(5)). Prior to the closing, Operating expenses are borne by the Manager and not reimbursed by the economic members. Should post-closing Operating expenses exceed revenues or cash reserves then the Manager may (a) pay such Operating expenses and not seek reimbursement, (b) loan the amount of the Operating expenses to the series and be entitled to reimbursement of such amount from future revenues generated by the series (?Operating expenses Reimbursement Obligation(s)?), on which the Manager may impose a reasonable rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, which may include the Manager or its affiliates. Note 3: LIQUIDITY AND CAPITAL RESOURCES The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company or any of the Series have not generated profits since inception. The Company has sustained no income or loss for the period ended July 1st, 2020 and, has no members? equity as of July 1, 2020. The Company or any of the Series may lack liquidity to satisfy obligations as they come due. Future liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Through July 1, 2020, none of the Series have recorded any revenues. The Company anticipates that it will commence commercializing the collection in fiscal year 2020, but does not expect to generate any revenues for any of the Series in the first year of operations. Each Series will continue to incur Operating expenses including, but not limited to, storage, insurance, transportation and maintenance expenses, on an ongoing basis. From inception through July 1, 2020, VinVesto, Inc. or an affiliate has borne all of the costs of the Company. The Company and each Series expect to continue to have access to ample capital financing from the Manager going forward. Until such time as the Series? have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating expenses for individual Series at the sole discretion of the Manager. Note 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company?s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. Offering Expenses Offering expenses relate to the offering for a specific Series and consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. Should the proposed offering prove to be unsuccessful, these costs, as well as additional expenses to be incurred, will be charged to the Manager. Operating Expenses Operating expenses related to a particular collectible asset are costs and expenses attributable the assets of a particular Series and include storage, insurance, transportation (other than the initial transportation from the card location to the Manager?s storage facility prior to the offering, which is treated as an ?Acquisition Expense?, as defined below), annual audit and legal expenses and other specific expenses as detailed in the Manager?s allocation policy. We distinguish between pre-closing and post-closing Operating expenses. Operating expenses are expensed as incurred. Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests are funded by the Manager and are not reimbursed by the Company, Series or economic members. These are accounted for as capital contributions by the Manager for expenses related to the business of the Company or a Series. Upon closing of an offering, a Series becomes responsible for these expenses and finances them either through revenues generated by a Series or available cash reserves at the Series. Should revenues or cash reserves not be sufficient to cover Operating expenses the Manager may (a) pay such Operating expenses and not seek reimbursement, (b) loan the amount of the Operating expenses to the Series at a reasonable rate of interest and be entitled to reimbursement of such amount from future revenues generated by the Series (?Operating expenses Reimbursement Obligation(s)?), and/or (c) cause additional Interests to be issued in order to cover such additional amounts. Income Taxes The Company intends that the master series and separate Series will elect and qualify to be taxed as a C-corporation under the Internal Revenue Code. The separate Series will comply with the accounting and disclosure requirement of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Note 5: RELATED PARTY TRANSACTIONS The Company, a Delaware series limited liability company, whose managing member is the Manager, will admit additional members to each of its series through the offerings for each series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Company and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides that the Manager with the ability to appoint officers Note 6: REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY The Company distinguishes expenses and costs between those related to the purchase of a particular collectible asset and Operating expenses related to the management of such collectible assets. Fees and expenses related to the purchase of an underlying collectible asset include the offering expenses, Acquisition Expenses, Brokerage Fee and Sourcing Fee. As of July 1, 2020, VinVesto, Inc. incurred costs of $0 on behalf of the Company or Series. Within Operating expenses the Company distinguishes between Operating expenses incurred prior to the closing of an offering and those incurred after the close of an offering. Although these pre- and post- closing Operating expenses are similar in nature and consist of expenses such as storage, insurance, transportation and maintenance, pre-closing Operating expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series and/or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a reasonable rate of interest or (iv) issuance of additional Interest in a Series. Allocation of revenues, expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying collectible assets or the number of collectibles, as stated in the Manager?s allocation policy and as reasonably determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time. Revenue from the anticipated commercialization of the collections will be allocated amongst the Series whose underlying collectibles are part of the commercialization events, based on the value of the underlying collectible assets. No revenues have been generated to date. Offering expenses, other than those related to the overall business of the Manager (as described in Note 2(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. No offering expenses have been incurred by the Company as of July 1, 2020. Acquisition expenses are funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. The Manager had incurred $0 in acquisitions expenses at July 1, 2020. The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering. Note 7: GOING CONCERN The Company?s balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues as of July 1, 2020. The Company?s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 1 1 EX1A-12 OPN CNSL 9 VVMOpinion203.txt Christopher E. Gatewood chris@threshold.cc August 27, 2020 VV Markets LLC 2800 Patterson Avenue Richmond, VA 23221 VV Markets, LLC Preliminary Offering Circular Ladies and Gentlemen: I have acted as outside counsel to VV Markets LLC, a Delaware limited liability company (the ?Company?), in connection with the review of its prepared offering materials filed herewith, and its proposed offering of limited liability company membership units (the ?Shares?). In connection herewith, I have examined such documents, records and matters of law as I have deemed necessary to enable me to render this opinion. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me. I have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, and the authority of such persons signing on behalf of the parties thereto. As to any facts material to the opinions expressed herein, I have relied upon the statements and representations of officers and other representatives of the Company. The opinion expressed below is subject to the qualifications that I express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware and the federal law of the United States of America. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, I hereby advise you that in my opinion: (1) The Company is a corporation existing and in good standing under the laws of the State of Delaware. (2) The securities as covered by the offering statement, when approved by the Commission and when later sold, will be legally issued, fully paid and non-assessable. I consent to the filing of this opinion with the Commission in connection with the proposed offering circular and other ancillary materials and exhibits. I do not find it necessary for the purposes of this opinion, and accordingly I do not purport to cover herein, the application of the securities or ?Blue Sky? laws of the various states to the issuance and sale of the Shares. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. I assume no obligation to revise or supplement this opinion should the present laws of the State of Delaware or the federal law of the United States be changed by legislative action, judicial decision or otherwise or any future development cause any change or modification herein. Very truly yours, Company Counsel /s/ Christopher E. Gatewood Christopher E. Gatewood Signatory Attorney Threshold Counsel, PC VV Markets LLC August 28, 2020 Page 1 of 1 EX1A-15 ADD EXHB 10 VVMfinance20203.txt VV Markets,LLC Delaware Limited Liability Company Financial Statements and Independent Auditor?s Report June 16th, 2020 (inception) VV Markets, LLC TABLE OF CONTENTS INDEPENDENT AUDITOR?S REPORT BALANCE SHEET NOTES TO THE FINANCIAL STATEMENTS Page 3-4 5 6-9 To the Board of Directors Example, LLC Dover, Delaware INDEPENDENT AUDITOR?S REPORT Report on the Financial Statements We have audited the accompanying balance sheet of Example, LLC (the ?Company?) as of September 21, 2016 and the related notes to the financial statement. Management?s Responsibility for the Financial Statement Management is responsible for the preparation and fair presentati on of this financial statement in accordance with accounting principles generally accepted i n the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that i s free from material misstatement, whether due to fraud or error. Auditor?s Responsibility Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards genera lly accepted in the United States of America. Those standards require that we plan and perf orm the audit to obtain reasonable assurance about whether the financial statement is free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected d epend on the auditor?s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, th e auditor considers internal control relevant to the entity?s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circu mstances, but not for the purpose of expressing an opinion on the effectiveness of the entity?s internal control. Accordingly, we express Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com no such opinion. An audit also includes evaluating the appropriat eness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com Opinion In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Example, LLC as of September 21, 2016 , in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter Regarding Going Concern The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financi al statement, the Company has not yet commenced planned principal operations and has not ge nerated revenues or profits since inception. These factors, among others, raise substantial d oubt about the Company?s ability to continue as a going concern. Management?s plans in regard to th ese matters are also described in Note 3. The financial statement does not include any adj ustments that might result from the outcome of this uncertainty. Our opinion is not modified wit h respect to this matter. /s/ Artesian CPA, LLC Denver, Colorado December 29, 2016 Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Balance Sheet July 1, 2020 Assets Current assets Total assets Liabilities and member's equity Current liabilities Total liabilities Capital contributions Accumulated equity/(deficit) Members' equity/(deficit) Total liabilities and member's equity/(deficit) 0 0 0 0 0 0 0 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Statement of Operations For period June 16, 2020 through July 1, 2020 Revenue: Expenses: Net Income (Loss): 0 0 0 Statement of Member's Equity / (Deficit) For period June 16, 2020 through July 1, 2020 Member's equity / (deficit) Balance at June 16, 2020 Capital contributions 0 0 Net Income (loss) for the period from June 16, 2020 through July 1, 2020 0 Balance at July 1, 2020 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Statement of Cash Flows For Period June 16, 2020 through July 1, 2020 Cash flows from operating activities Net income (loss) 0 Adjustments to reconcile net income (loss) to net cash 0 Net cash provided by (used in) operating activities Cash flows in investing activities Net cash provided by (used in) investing activities Cash flows from financing activities Net cash provided by (used in) financing activities Net change in cash Cash at beginning of period Cash at end of Period 0 0 0 0 0 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 1: NATURE OF OPERATIONS VV Markets, LLC (the ?Company?) is a Delaware series limited liability company formed on June 16th, 2020. VinVesto Inc. is the sole owner of interests of th e Company (other than interests issued in a particular series to other investors). The Company w as formed to acquire and manage fine wines, spirits, and other wine related entities. It is expected that t he Company will create a number of separate series of interests (the ?Series? or ?Series of Interests? ) and that each collection will be owned by a separate Series, and that the assets and lia bilities of each Series will be separate in accordance with Delaware law. Investors acquire members hip interests (the ?Interests?) in each Series and will be entitled to share in the return of that particular Series, but will not be entitled to share in the return of any other Series. The Company?s managing member is VinVesto, Inc. (the ?Mana ger?). The Manager is a Delaware corporation formed on June 16th, 2020. The Manager is a technol ogy and marketing company that operates the VinVesto platform ("Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and manager of the assets of each Series (the ?Asset Manager?). As of June 16th, 2020, the Company has not commence d planned principal operations nor generated revenue. The Company?s activities since inception hav e consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal op erations and is subject to significant risks and uncertainties; including failing to secure funding to oper ationalize the Company?s planned operations or failing to profitably operate the business. The Company intends to sell Interests in a number of separat e individual Series of the Company. Investors in any Series acquire a proportional share of inco me and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an offering related to that particular Series a single collectible asset, (plus any cash reserves for future operating expenses). All voting rights, except as specified in the operating ag reement or required by law remain with the Manager (e.g., determining the type and quantit y of general maintenance and other expenses required, determining how to best commercialize th e applicable Series assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the ?Operating Agreement?). The Company an d each Series shall have perpetual existence unless terminated pursuant to the Operating Agree ment or law. See accompanying Independent Auditor?s Report VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) OPERATING AGREEMENT In accordance with the Operating Agreement each interes t holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series. After the closing of an offering, each Series is responsibl e for its own Operating expenses (as defined in Note 2(5)). Prior to the closing, Operating expenses are borne by the Manager and not reimbursed by the economic members. Should post- closing Operating expenses exceed revenues or cash reserves then the Manager may (a) pay such Operating expe nses and not seek reimbursement, (b) loan the amount of the Operating expenses to the series and be entitled to reimbursement of such amount from future revenues generated by the series (?Operating expenses Reimbursement Obligation(s)?), on which the Manager may impose a reasona ble rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, which may include the M anager or its affiliates. LIQUIDITY AND CAPITAL RESOURCES The accompanying financial statements have been prepare d on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company or any of the Series have not g enerated profits since inception. The Company has sustained no income or loss for the period ended Jul y 1st, 2020 and, has no members? equity as of July 1, 2020. The Company or any of the Series may la ck liquidity to satisfy obligations as they come due. Future liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of futu re offerings for the various Series of Interests. These conditions raise substantial doubt as to the Comp any's ability to continue as a going concern. Through July 1, 2020, none of the Series have recorded any reven ues. The Company anticipates that it will commence commercializing the collection in fiscal year 202 0, but does not expect to generate any revenues for any of the Series in the first year of operations. E ach Series will continue to incur Operating expenses including, but not limited to, storage, insuran ce, transportation and maintenance expenses, on an ongoing basis. From inception through July 1, 2020, VinVesto, Inc. or an affiliate has borne all of the costs of the Company. The Company and each Series expect to contin ue to have access to ample capital financing from the Manager going forward. Until such ti me as the Series? have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individ ual Series. In addition, parts of the proceeds of future offerings may be used to create rese rves for future Operating expenses for individual Series at the sole discretion of the Manager. See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform t o accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of a ssets and liabilities and disclosures of contingent assets and liabilities at the date of the bala nce sheet and the reported amounts of revenues and expenses during the reporting period. Actual re sults could differ from those estimates. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company?s cash and cash eq uivalents in bank deposit accounts, at times, may exceed federally insured limits. Offering Expenses Offering expenses relate to the offering for a specific Se ries and consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incur red through the balance sheet date that are directly related to a proposed offering and will ge nerally be charged to members' equity upon the completion of the proposed offering. Offering e xpenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Se ries. Should the proposed offering prove to be unsuccessful, these costs, as well as additional expens es to be incurred, will be charged to the Manager. Operating Expenses Operating expenses related to a particular collectible asset ar e costs and expenses attributable the assets of a particular Series and include storage, insuranc e, transportation (other than the initial transportation from the card location to the Manager?s storage fa cility prior to the offering, which is treated as an ?Acquisition Expense?, as defined below), annual audit and legal expenses and other specific expenses as detailed in the Manager?s allocation policy. W e distinguish between pre-closing and post- closing Operating expenses. Operating expenses are expensed as incurred. Except as disclosed with respect to any future offering, expe nses of this nature that are incurred prior to the closing of an offering of Series of Interests are funded by the Manager and are not See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS reimbursed by the Company, Series or economic members .. These are accounted for as capital contributions by the Manager for expenses related to the bu siness of the Company or a Series. Upon closing of an offering, a Series becomes responsible fo r these expenses and finances them either through revenues generated by a Series or availabl e cash reserves at the Series. Should revenues or cash reserves not be sufficient to cover Operatin g expenses the Manager may (a) pay such Operating expenses and not seek reimbursement, (b) loan the amount of the Operating expenses to the Series at a reasonable rate of interest an d be entitled to reimbursement of such amount from future revenues generated by the Series (? Operating expenses Reimbursement Obligation(s)?), and/or (c) cause additional Interests to be issued i n order to cover such additional amounts. Income Taxes The Company intends that the master series and separate Series will elect and qualify to be taxed as a C- corporation under the Internal Revenue Code. The separat e Series will comply with the accounting and disclosure requirement of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for in come taxes. Deferred income tax assets and liabilities are computed for differences between the f inancial statement and tax bases of assets and liabilities that will result in future taxable or dedu ctible amounts, based on enacted tax laws and rates applicable to the periods in which the di fferences are expected to affect taxable income. Valuation allowances are established, when necessary , to reduce deferred tax assets to the amount expected to be realized. See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 3 - RELATED PARTY TRANSACTIONS The Company, a Delaware series limited liability company, whose managing member is the Manager, will admit additional members to each of its series thro ugh the offerings for each series. By purchasing an Interest in a Series of Interests, the investor is admi tted as a member of the Company and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Op erating Agreement provides that the Manager with the ability to appoint officers. NOTE 4 - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY The Company distinguishes expenses and costs between those rel ated to the purchase of a particular collectible asset and Operating expenses related to the mana gement of such collectible assets. Fees and expenses related to the purchase of an underlyi ng collectible asset include the offering expenses, Acquisition Expenses, Brokerage Fee and Sourcing Fee. As of July 1, 2020, VinVesto, Inc. incurred costs of $0 on behalf of the Company or Series. Within Operating expenses the Company distinguishes between Operating expenses incurred prior to the closing of an offering and those incurred after the close of an offering. Although these pre- and post- closing Operating expenses are similar in nature and consist of ex penses such as storage, insurance, transportation and maintenance, pre- closing Operating expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post- closing Operating expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series and/or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may char ge a reasonable rate of interest or (i issuance of additional Interest in a Series. Allocation of revenues, expenses and costs will be made among st the various Series in accordance with the Manager's allocation policy. The Manager's allocation pol icy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlyin g collectible assets or the number of collectibles, as stated in the Manager?s allocation policy a nd as reasonably determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time. Revenue from the anticipated commercialization of the coll ections will be allocated amongst the Series whose underlying collectibles are part of the commercializa tion events, based on the value of the underlying collectible assets. No revenues have been gen erated to date. See accompanying Independent Auditor?s Report Offering expenses, other than those related to the overall busines s of the Manager (as described in Note 2(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. No offering expenses have been incu rred by the Company as of July 1, 2020. Acquisition expenses are funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. The Manager had incurred $0 in acqui sitions expenses at July 1, 2020. The Sourcing Fee is paid to the Manager from the Series pro ceeds upon the close of an offering. NOTE 5: GOING CONCERN The accompanying balance sheet has been prepared on a going c oncern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and h as not generated any revenues as of July 1, 2020. The Company?s ability to continue as a going co ncern in the next twelve months is dependent upon its ability to obtain capital financing from invest ors sufficient to meet current and future obligations and deploy such capital to produce profitable o perating results. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The balance sheet does not include any adjus tments relating to the recoverability and classification of recorded asset amounts or the amounts and c lassification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 6: SUBSEQUENT EVENTS Management has evaluated all subsequent events through July 1, 2020, the date the financial statements were available to be issued. There are no additional material events requiring disclosure or adjustment to the financial statements. CORRESP 11 filename11.txt VV Markets, LLC Index to Exhibits, by Form 1-A exhibit category number: 2. Charter documents of VV Markets LLC: articles of organization 3. Defining the Rights of Securities Holders: Series Operating Agreement 4. Subscription Agreement 6. Management Agreement 12. Opinion regarding legality 16. Other: Audited financial reports