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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 15, 2022

 

JV GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-21477   27-0514566

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4405 Peter Road, Plantation, Florida 33304

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (954) 931-9244

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Agreement of Purchase and Sale with Curah Capital Corporation

 

On April 15, 2022, JV Group, Inc. (the “Company”) entered into an Agreement of Purchase and Sale (the “Curah Purchase Agreement”) with Curah Capital Corporation (“Curah”) for the purchase of certain real property in San Pedro, Ambergris Caye, Belize, as more particularly described in the Curah Purchase Agreement (the “Curah Property”). Pursuant to the terms of the Curah Purchase Agreement, the Company agreed to purchase the Curah Property from Curah for $4,390,000, subject to adjustment based on an appraisal of the Curah Property. The purchase price is divided into two portions: (i) the Company is to wire $2,500,000 to Curah on or before the closing; and (ii) the remaining $1,890,000 is to be paid in shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) at the price listed on the OTC Market as of the close of business on the day of the appraisal. The appraisal is to take place at least thirty days prior to the closing and shall be conducted by an independent licensed appraiser.

 

Additionally, the Company and Curah agreed to execute an agreement to continue the development of the underlying projects related to the Curah Property (the “Curah Development Agreement”). Following the expiration of the Curah Development Agreement, should the Company form a management company, that management company will sub-contract the developer/property manager named in the Curah Development Agreement to continue developing the underlying projects and managing the Curah Property.

 

Agreement of Purchase and Sale with Agorapyth X Corporation

 

On April 15, 2022, the Company entered into an Agreement of Purchase and Sale (the “Agorapyth Purchase Agreement”) with Agorapyth X Corporation (“Agorapyth”) for the purchase of certain real property in San Pedro, Ambergris Caye, Belize, as more particularly described in the Agorapyth Purchase Agreement (the “Agorapyth Property”). Pursuant to the terms of the Agorapyth Purchase Agreement, the Company agreed to purchase the Agorapyth Property from Agorapyth for $900,000, subject to adjustment based on an appraisal of the Agorapyth Property. The purchase price is to be paid in shares of the Company’s Common Stock at the price listed on the OTC Market as of the close of business on the day of the appraisal. The appraisal is to take place at least thirty days prior to the closing and shall be conducted by an independent licensed appraiser.

 

Additionally, the Company and Agorapyth agreed to execute an agreement to continue the development of the underlying projects related to the Agorapyth Property (the “Agorapyth Development Agreement”). Following the expiration of the Agorapyth Development Agreement, should the Company form a management company, that management company will sub-contract the developer/property manager named in the Agorapyth Development Agreement to continue developing the underlying projects and managing the Agorapyth Property.

 

Agreement of Purchase and Sale with Abraxas Corporation

 

On April 15, 2022, the Company entered into an Agreement of Purchase and Sale (the “Abraxas Purchase Agreement”) with Abraxas Corporation (“Abraxas”) for the purchase of certain real property in San Pedro, Ambergris Caye, Belize, as more particularly described in the Abraxas Purchase Agreement (the “Abraxas Property”). Pursuant to the terms of the Abraxas Purchase Agreement, the Company agreed to purchase the Abraxas Property from Abraxas for $5,600,000, subject to adjustment based on an appraisal of the Abraxas Property. The purchase price is divided into two portions: (i) the Company is to wire $348,250 to Abraxas on or before the closing; and (ii) the remaining $5,251,750 is to be paid in shares of the Company’s Common Stock at the price listed on the OTC Market as of the close of business on the day of the appraisal. The appraisal is to take place at least thirty days prior to the closing and shall be conducted by an independent appraiser licensed in the jurisdiction of the Abraxas Property.

 

 
 

 

The Company and Abraxas agreed to execute an agreement to continue the development of the underlying projects related to the Abraxas Property (the “Abraxas Development Agreement”). Following the expiration of the Abraxas Development Agreement, should the Company form a management company, that management company will sub-contract the developer/property manager named in the Abraxas Development Agreement to continue developing the underlying projects and managing the Abraxas Property.

 

The foregoing is a summary only of the material terms of the Curah Purchase Agreement, Agorapyth Purchase Agreement, and Abraxas Purchase Agreement, and is qualified in its entirety by reference to the full text of the Curah Purchase Agreement, Agorapyth Purchase Agreement, and Abraxas Purchase Agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01  

Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit   Description
10.1   Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Curah Capital Corporation
     
10.2   Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Agorapyth X Corporation
     
10.3   Agreement of Purchase and Sale, dated as of April 15, 2022, by and between JV Group, Inc. and Abraxas Corporation
     
104   (Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 21, 2022  
   
  JV GROUP, INC.
     
  By: /s/ Andrew Trumbach
  Name: Andrew Trumbach
  Title: President and CFO

 

 

 

Exhibit 10.1

 

AGREEMENT OF PURCHASE AND SALE

 

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 15th day of April 2022 by and between Curah Capital Corporation (“Seller”), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”).

 

WHEREAS Seller with full authority to sell the property more fully described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”);

 

WHEREAS Purchaser has the full authority to purchase the Property; and

 

WHEREAS Seller has agreed to sell the Property to Purchaser, and Purchaser has agreed to buy the Property from Seller, on the terms and conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, as well as the Letter of Intent, attached hereto as an Exhibit to this Agreement, the parties agree as follows:

 

1. SALE

 

Seller agrees to sell the Property to Purchaser, and Purchaser agrees to buy the Property from Seller, subject to the terms and conditions set forth in this Agreement.

 

2. PURCHASE PRICE AND MANNER OF PAYMENT

 

A) The purchase price of the Property is no less then, unless otherwise adjusted for the value as determined by the appraisal contemplated herein, Four million three hundred ninety thousand United States Dollars ($4,390,000 USD) (the “Purchase Price”), where a portion of the Purchase Price of Two million five hundred thousand United States Dollars ($2,500,000 USD) shall be paid by wire transfer to the Seller by the Purchaser on or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals.

 

B) The remaining portion of the Purchase Price of One million eight hundred ninety thousand United States Dollars ($1,890,000 USD) shall be payable by transfer of JV Group, Inc. shares as listed on the OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144.

 

C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. Both Parties agree that the Purchase Price shall be amended by this appraisal.

 

Page | 1
 

 

3. REPRESENTATIONS AND WARRANTIES

 

A) To induce the parties to enter into this Agreement, and acknowledging that the parties are relying on each and all of the following representations and warranties, both Purchaser and Seller represent and warrant that:

 

i. Seller without any further action, consent or authority of any other party, and without violation of any party’s rights or claims, has full right, legal authority and capacity to enter into this Agreement, to make the covenants, representations and warranties contained in this Agreement, to sell and transfer title to the Property to Purchaser, and to complete the transaction contemplated by this Agreement.

 

ii. On the Closing Date, subject only to Purchaser’s payment of the Purchase Price and Seller’s receipt of such free and clear, Seller immediately transfers to Purchaser good, valid and marketable title and exclusive and unrestricted right to possession of the Property, including all the rights, permits and entitlements that are associated with the Property, and also including the transfer of any permits, intellectual property, or operations related to Property, free and clear of any and all rights or interests of others, or any claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person (collectively, “Claims”).

 

iii. The parties agree to fully execute a Development Agreement to continue the Development of the underlying project related to the Property.

 

iv. The parties agree that should the Purchaser form its own management company after the expiry if such Development Agreement referred to in section iii above, that Purchaser’s management company will sub-contract the developer / property manager or its successor as named in such aforementioned Development Agreement to continue developing, managing and maintaining the Property/Project.

 

v. The benefits of the representations, warranties, covenants and indemnities contained in this Agreement shall survive completion of the transaction contemplated by this Agreement, including without limitation transfer of the Property to Purchaser. It shall be a condition precedent to Purchaser’s obligations that the representations and warranties contained in this Agreement are true and correct on and as of the Closing Date and transfer of the Property to Purchaser.

 

vi. Purchaser and Seller agree that all current leases in place in respect of the Property shall survive the closing of the purchase and sale transaction herein.

 

Page | 2
 

 

4. INSPECTION

 

Purchaser or a representative of Purchaser has inspected the Property, and accepts the Property, and agrees to purchase the Property as is and where is when so viewed.

 

5. CLOSING DATE , DELIVERY AND EXPENSES

 

A) The Closing Date is the date Seller receives free and clear the Purchase Price as described above from Purchaser, and as a result of said payment, Seller immediately conveys title to the Property to Purchaser in accordance with this Agreement. Such Closing Date shall take place on or before May 26, 2022 Purchaser and Seller shall have the right to extend such Closing Date for up to thirty (30) days.

 

B) On the Closing Date, Seller shall deliver to Purchaser or Purchaser’s counsel any signed Bill of Sale presented to Seller for the Property showing Purchaser as the transferee.

 

6. SALES TAX

 

Purchaser shall be responsible for any transfer, import duties or charges with respect to this transaction.

 

7. MISCELLANEOUS

 

A) This Agreement (including the Exhibits attached hereto) represent the entire understanding of the parties herein with respect to the subject matter hereof, supersedes any and all other and prior agreements between the parties with respect to the subject matter hereof and declares all such prior agreements between the parties null and void.

 

B) The terms of this Agreement may not be modified or amended, except in a writing signed by the party to be charged.

 

C) This Agreement and all matters relating to it shall be governed by the laws of the Belize, Central America, without regard to conflicts of laws principles.

 

D) Any unresolved controversy which shall arise between the parties to this Agreement concerning its construction or application, shall be submitted to, and settled by, binding arbitration before a single arbitrator held in San Pedro Town, Belize. The parties hereto agree that the arbitrator shall be chosen by the parties by mutual agreement. Any such claim(s) shall be arbitrated on a party-by-party basis and shall not be consolidated in any arbitration with any claim, controversy, or dispute of any other party. The prevailing party in arbitration shall be entitled to recover a reasonable sum for attorney’s fees and other costs. In the case of arbitration, the arbitrator will determine that sum.

 

E) This Agreement shall inure to the benefit of, and shall be binding upon, the successors, heirs, executors and administrators of the parties hereto.

 

F) In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby, and any such invalid, illegal or unenforceable provision shall be deemed to be severable, and the remainder of the provisions of this Agreement shall nevertheless remain in full force and effect.

 

G) This Agreement may be executed in counterparts, physically or electronically, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Page | 3
 

 

AGREED TO, SIGNED AND EXECUTED, the undersigned has put into effect this Agreement as of the effective date first written above.

 

PURCHASER  
     
Per: /s/ Andrew Trumbach  
     
  Andrew Trumbach, President & CFO  
     
  Print Name and Title  
     
  [I Have Authority to Bind Purchaser]  

 

SELLER  
     
Per: /s/ Glenn Estrabillo  
     
  Glenn Estrabillo, Director  
     
  Print Name and Title  
     
  [I Have Authority to Bind Seller]  

 

Page | 4
 

 

EXHIBIT A

 

The Property shall be defined as the real property located approximately at:

 

San Pedro, Block 7, Parcels: 5513H2, 5513H3, 5513H5, 5513H6, 5513H7, 5513H8, 5513H9, 5513H12, 5513H13, 5513H14, 5513H15 in San Pedro, Ambergris Caye, Belize.

 

Page | 5

 

Exhibit 10.2

 

AGREEMENT OF PURCHASE AND SALE

 

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 15th day of April 2022 by and between Agorapyth X Corporation (“Seller”), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”).

 

WHEREAS Seller with full authority to sell the property more fully described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”);

 

WHEREAS Purchaser has the full authority to purchase the Property; and

 

WHEREAS Seller has agreed to sell the Property to Purchaser, and Purchaser has agreed to buy the Property from Seller, on the terms and conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, as well as the Letter of Intent, attached hereto as an Exhibit to this Agreement, the parties agree as follows:

 

1. SALE

 

Seller agrees to sell the Property to Purchaser, and Purchaser agrees to buy the Property from Seller, subject to the terms and conditions set forth in this Agreement.

 

2. PURCHASE PRICE AND MANNER OF PAYMENT

 

A) The purchase price of the Property is Nine Hundred Thousand United States Dollars ($900,000.00 USD) (the “Purchase Price”).

 

B) The Purchase Price shall be payable by transfer of JV Group, Inc. shares as listed on the OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144.

 

C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. Both Parties agree that the Purchase Price shall be amended by this appraisal.

 

Page | 1
 

 

3. REPRESENTATIONS AND WARRANTIES

 

A) To induce the parties to enter into this Agreement, and acknowledging that the parties are relying on each and all of the following representations and warranties, both Purchaser and Seller represent and warrant that:

 

i. Seller without any further action, consent or authority of any other party, and without violation of any party’s rights or claims, has full right, legal authority and capacity to enter into this Agreement, to make the covenants, representations and warranties contained in this Agreement, to sell and transfer title to the Property to Purchaser, and to complete the transaction contemplated by this Agreement.

 

ii. On the Closing Date, subject only to Purchaser’s payment of the Purchase Price and Seller’s receipt of such free and clear, Seller immediately transfers to Purchaser good, valid and marketable title and exclusive and unrestricted right to possession of the Property, including all the rights, permits and entitlements that are associated with the Property, and also including the transfer of any permits, intellectual property, or operations related to Property, free and clear of any and all rights or interests of others, or any claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person (collectively, “Claims”).

 

iii. The parties agree to fully execute a Development Agreement to continue the Development of the underlying project related to the Property.

 

iv. The parties agree that should the Purchaser form its own management company after the expiry if such Development Agreement referred to in section iii above, that Purchaser’s management company will sub-contract the developer / property manager or its successor as named in such aforementioned Development Agreement to continue developing, managing and maintaining the Property/Project.

 

v. The benefits of the representations, warranties, covenants and indemnities contained in this Agreement shall survive completion of the transaction contemplated by this Agreement, including without limitation transfer of the Property to Purchaser. It shall be a condition precedent to Purchaser’s obligations that the representations and warranties contained in this Agreement are true and correct on and as of the Closing Date and transfer of the Property to Purchaser.

 

vi. Purchaser and Seller agree that all current leases in place in respect of the Property shall survive the closing of the purchase and sale transaction herein.

 

4. INSPECTION

 

Purchaser or a representative of Purchaser has inspected the Property, accepts the Property, and agrees to purchase the Property as is and where is when so viewed.

 

Page | 2
 

 

5. CLOSING DATE , DELIVERY AND EXPENSES

 

A) The Closing Date is the date Seller receives free and clear the Purchase Price as described above from Purchaser, and as a result of said payment, Seller immediately conveys title to the Property to Purchaser in accordance with this Agreement. Such Closing Date shall take place on or before April 26, 2022 Purchaser and Seller shall have the right to extend such Closing Date for up to thirty (30) days.

 

B) On the Closing Date, Seller shall deliver to Purchaser or Purchaser’s counsel any signed Bill of Sale presented to Seller for the Property showing Purchaser as the transferee.

 

6. SALES TAX

 

Purchaser shall be responsible for any transfer, import duties or charges with respect to this transaction.

 

7. MISCELLANEOUS

 

A) This Agreement (including the Exhibits attached hereto) represent the entire understanding of the parties herein with respect to the subject matter hereof, supersedes any and all other and prior agreements between the parties with respect to the subject matter hereof and declares all such prior agreements between the parties null and void.

 

B) The terms of this Agreement may not be modified or amended, except in a writing signed by the party to be charged.

 

C) This Agreement and all matters relating to it shall be governed by the laws of the Belize, Central America, without regard to conflicts of laws principles.

 

D) Any unresolved controversy which shall arise between the parties to this Agreement concerning its construction or application, shall be submitted to, and settled by, binding arbitration before a single arbitrator held in San Pedro Town, Belize. The parties hereto agree that the arbitrator shall be chosen by the parties by mutual agreement. Any such claim(s) shall be arbitrated on a party-by-party basis and shall not be consolidated in any arbitration with any claim, controversy, or dispute of any other party. The prevailing party in arbitration shall be entitled to recover a reasonable sum for attorney’s fees and other costs. In the case of arbitration, the arbitrator will determine that sum.

 

E) This Agreement shall inure to the benefit of, and shall be binding upon, the successors, heirs, executors and administrators of the parties hereto.

 

F) In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby, and any such invalid, illegal or unenforceable provision shall be deemed to be severable, and the remainder of the provisions of this Agreement shall nevertheless remain in full force and effect.

 

G) This Agreement may be executed in counterparts, physically or electronically, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Page | 3
 

 

AGREED TO, SIGNED AND EXECUTED, the undersigned has put into effect this Agreement as of the effective date first written above.

 

PURCHASER  
     
Per: /s/ Andrew Trumbach  
     
  Andrew Trumbach, President & CFO  
     
  Print Name and Title  
     
  [I Have Authority to Bind Purchaser]  
     
SELLER  
     
Per: /s/ Glenn Estrabillo  
     
  Glenn Estrabillo, Director  
     
  Print Name and Title  
     
  [I Have Authority to Bind Seller]  

 

Page | 4
 

 

EXHIBIT A

 

The Property shall be defined as the real property located approximately at San Pedro, Block 7, Parcel 12132 and San Pedro, Block 7, Parcel 12135 on the San Pedro Ambergris Caye, Belize.

 

Page | 5

 

 

Exhibit 10.3

 

AGREEMENT OF PURCHASE AND SALE

 

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 15th day of April 2022 by and between Abraxas Corporation (“Seller”), and JV Group Inc, dba Awaysis Capital, (together with its subsidiaries, affiliates, successors, and assigns, collectively, (“Purchaser”).

 

WHEREAS Seller with full authority to sell the property more fully described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”);

 

WHEREAS Purchaser has the full authority to purchase the Property; and

 

WHEREAS Seller has agreed to sell the Property to Purchaser, and Purchaser has agreed to buy the Property from Seller, on the terms and conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, as well as the Letter of Intent, attached hereto as an Exhibit to this Agreement, the parties agree as follows:

 

1. SALE

 

Seller agrees to sell the Property to Purchaser, and Purchaser agrees to buy the Property from Seller, subject to the terms and conditions set forth in this Agreement.

 

2. PURCHASE PRICE AND MANNER OF PAYMENT

 

A) The purchase price of the Property is no less then, unless otherwise adjusted for the value as determined by the appraisal contemplated herein, Five million six hundred thousand United States Dollars ($5,600,000 USD) (the “Purchase Price”), where a portion of the Purchase Price of three hundred forty-eight thousand two hundred and fifty United States Dollars ($348,250 USD) shall be paid by wire transfer to the Seller by the Purchaser on or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals.

 

B) The remaining portion of the Purchase Price of Five million two hundred fifty-one thousand seven hundred fifty United States Dollars ($5,251,750 USD) shall be payable by transfer of JV Group, Inc. shares as listed on the OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144.

 

C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. Both Parties agree that the Purchase Price shall be amended by this appraisal.

 

Page | 1
 

 

3. REPRESENTATIONS AND WARRANTIES

 

A) To induce the parties to enter into this Agreement, and acknowledging that the parties are relying on each and all of the following representations and warranties, both Purchaser and Seller represent and warrant that:

 

i. Seller without any further action, consent or authority of any other party, and without violation of any party’s rights or claims, has full right, legal authority and capacity to enter into this Agreement, to make the covenants, representations and warranties contained in this Agreement, to sell and transfer title to the Property to Purchaser, and to complete the transaction contemplated by this Agreement.

 

ii. On the Closing Date, subject only to Purchaser’s payment of the Purchase Price and Seller’s receipt of such free and clear, Seller immediately transfers to Purchaser good, valid and marketable title and exclusive and unrestricted right to possession of the Property, including all the rights, permits and entitlements that are associated with the Property, and also including the transfer of any permits, intellectual property, or operations related to Property, free and clear of any and all rights or interests of others, or any claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person (collectively, “Claims”).

 

iii. The parties agree to fully execute a Development Agreement to continue the Development of the underlying project related to the Property.

 

iv. The parties agree that should the Purchaser form its own management company after the expiry if such Development Agreement referred to in section iii above, that Purchaser’s management company will sub-contract the developer / property manager or its successor as named in such aforementioned Development Agreement to continue developing, managing and maintaining the Property/Project.

 

v. The benefits of the representations, warranties, covenants and indemnities contained in this Agreement shall survive completion of the transaction contemplated by this Agreement, including without limitation transfer of the Property to Purchaser. It shall be a condition precedent to Purchaser’s obligations that the representations and warranties contained in this Agreement are true and correct on and as of the Closing Date and transfer of the Property to Purchaser.

 

vi. Purchaser and Seller agree that all current leases in place in respect of the Property shall survive the closing of the purchase and sale transaction herein.

 

Page | 2
 

 

4. INSPECTION

 

Purchaser or a representative of Purchaser has inspected the Property, and accepts the Property, and agrees to purchase the Property as is and where is when so viewed.

 

5. CLOSING DATE , DELIVERY AND EXPENSES

 

A) The Closing Date is the date Seller receives free and clear the Purchase Price as described above from Purchaser, and as a result of said payment, Seller immediately conveys title to the Property to Purchaser in accordance with this Agreement. Such Closing Date shall take place on or before May 26, 2022 Purchaser and Seller shall have the right to extend such Closing Date for up to thirty (30) days.

 

B) On the Closing Date, Seller shall deliver to Purchaser or Purchaser’s counsel any signed Bill of Sale presented to Seller for the Property showing Purchaser as the transferee.

 

6. SALES TAX

 

Purchaser shall be responsible for any transfer, import duties or charges with respect to this transaction.

 

7. MISCELLANEOUS

 

A) This Agreement (including the Exhibits attached hereto) represent the entire understanding of the parties herein with respect to the subject matter hereof, supersedes any and all other and prior agreements between the parties with respect to the subject matter hereof and declares all such prior agreements between the parties null and void.

 

B) The terms of this Agreement may not be modified or amended, except in a writing signed by the party to be charged.

 

C) This Agreement and all matters relating to it shall be governed by the laws of the Belize, Central America, without regard to conflicts of laws principles.

 

D) Any unresolved controversy which shall arise between the parties to this Agreement concerning its construction or application, shall be submitted to, and settled by, binding arbitration before a single arbitrator held in San Pedro Town, Belize. The parties hereto agree that the arbitrator shall be chosen by the parties by mutual agreement. Any such claim(s) shall be arbitrated on a party-by-party basis and shall not be consolidated in any arbitration with any claim, controversy, or dispute of any other party. The prevailing party in arbitration shall be entitled to recover a reasonable sum for attorney’s fees and other costs. In the case of arbitration, the arbitrator will determine that sum.

 

E) This Agreement shall inure to the benefit of, and shall be binding upon, the successors, heirs, executors and administrators of the parties hereto.

 

F) In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby, and any such invalid, illegal or unenforceable provision shall be deemed to be severable, and the remainder of the provisions of this Agreement shall nevertheless remain in full force and effect.

 

G) This Agreement may be executed in counterparts, physically or electronically, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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AGREED TO, SIGNED AND EXECUTED, the undersigned has put into effect this Agreement as of the effective date first written above.

 

PURCHASER  
     
Per: /s/ Andrew Trumbach  
     
  Andrew Trumbach, President & CFO  
     
  Print Name and Title  
     
  [I Have Authority to Bind Purchaser]  
     
SELLER  
     
Per: /s/ Glenn Estrabillo  
     
  Glenn Estrabillo, Director  
     
  Print Name and Title  
     
  [I Have Authority to Bind Seller]  

 

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EXHIBIT A

 

The Property shall be defined as the real property located approximately at:

 

San Pedro, Block 7, Lot 576 and San Pedro, Block 7, Lot 577 and San Pedro, Block 7, Parcel 5513H4 located in San Pedro, Ambergris Caye, Belize.

 

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