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Gaucho Group Holdings, Inc. – ‘10-K’ for 12/31/16 – ‘EX-2.3’

On:  Friday, 3/31/17, at 1:15pm ET   ·   For:  12/31/16   ·   Accession #:  1493152-17-3130   ·   File #:  0-55209

Previous ‘10-K’:  ‘10-K/A’ on 4/1/16 for 12/31/15   ·   Next:  ‘10-K’ on 3/30/18 for 12/31/17   ·   Latest:  ‘10-K’ on 4/17/23 for 12/31/22   ·   28 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/17  Gaucho Group Holdings, Inc.       10-K       12/31/16  101:6.7M                                   M2 Compliance/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    737K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     96K 
                Liquidation or Succession                                        
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     62K 
                Liquidation or Succession                                        
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML     70K 
                Liquidation or Succession                                        
 5: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,   HTML     57K 
                Liquidation or Succession                                        
 6: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    139K 
 7: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     32K 
 8: EX-21.1     Subsidiaries List                                   HTML     30K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
11: EX-32       Certification -- §906 - SOA'02                      HTML     32K 
18: R1          Document And Entity Information                     HTML     59K 
19: R2          Consolidated Balance Sheets                         HTML    127K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     64K 
21: R4          Consolidated Statements of Operations               HTML     81K 
22: R5          Consolidated Statements of Comprehensive Loss       HTML     41K 
23: R6          Consolidated Statement of Changes in Stockholders'  HTML     86K 
                Equity                                                           
24: R7          Consolidated Statement of Changes in Stockholders'  HTML     31K 
                Equity (Parenthetical)                                           
25: R8          Consolidated Statements of Cash Flows               HTML    129K 
26: R9          Organization                                        HTML     37K 
27: R10         Going Concern and Management's Liquidity Plans      HTML     38K 
28: R11         Summary of Significant Accounting Policies          HTML    109K 
29: R12         Discontinued Operations                             HTML     49K 
30: R13         Inventory                                           HTML     36K 
31: R14         Property and Equipment                              HTML     40K 
32: R15         Prepaid Foreign Taxes                               HTML     33K 
33: R16         Investments and Fair Value of Financial             HTML     53K 
                Instruments                                                      
34: R17         Accrued Expenses                                    HTML     37K 
35: R18         Deferred Revenues                                   HTML     39K 
36: R19         Loans Payable                                       HTML     33K 
37: R20         Debt Obligations                                    HTML     45K 
38: R21         Income Taxes                                        HTML     64K 
39: R22         Related Party Transactions                          HTML     39K 
40: R23         Benefit Contribution Plan                           HTML     33K 
41: R24         Stockholders' Equity                                HTML    112K 
42: R25         Commitments and Contingencies                       HTML     48K 
43: R26         Subsequent Events                                   HTML     39K 
44: R27         Summary of Significant Accounting Policies          HTML    146K 
                (Policies)                                                       
45: R28         Summary of Significant Accounting Policies          HTML     62K 
                (Tables)                                                         
46: R29         Discontinued Operations (Tables)                    HTML     48K 
47: R30         Inventory (Tables)                                  HTML     36K 
48: R31         Property and Equipment (Tables)                     HTML     38K 
49: R32         Investments and Fair Value of Financial             HTML     45K 
                Instruments (Tables)                                             
50: R33         Accrued Expenses (Tables)                           HTML     36K 
51: R34         Deferred Revenues (Tables)                          HTML     35K 
52: R35         Debt Obligations (Tables)                           HTML     39K 
53: R36         Income Taxes (Tables)                               HTML     64K 
54: R37         Stockholders' Equity (Tables)                       HTML     89K 
55: R38         Commitments and Contingencies (Tables)              HTML     34K 
56: R39         Organization (Details Narrative)                    HTML     37K 
57: R40         Going Concern and Management's Liquidity Plans      HTML     53K 
                (Details Narrative)                                              
58: R41         Summary of Significant Accounting Policies          HTML     63K 
                (Details Narrative)                                              
59: R42         Summary of Significant Accounting Policies -        HTML     48K 
                Schedule of Plant and Equipment, Useful Life                     
                (Details)                                                        
60: R43         Summary of Significant Accounting Policies -        HTML     41K 
                Schedule of Long-lived Assets by Geographic                      
                Areas(Details)                                                   
61: R44         Summary of Significant Accounting Policies -        HTML     40K 
                Schedule of Revenue from External Customers by                   
                Geographic Areas (Details)                                       
62: R45         Summary of Significant Accounting Policies -        HTML     43K 
                Schedule of Weighted Average Dilutive Common                     
                Shares (Details)                                                 
63: R46         Summary of Significant Accounting Policies -        HTML     38K 
                Schedule of Antidilutive Securities Excluded from                
                Computation of Earnings Per Share (Details)                      
64: R47         Discontinued Operations (Details Narrative)         HTML     36K 
65: R48         Discontinued Operations - Schedule of Operating     HTML     44K 
                Results of Discontinued Operations (Details)                     
66: R49         Discontinued Operations - Summary of Assets and     HTML     56K 
                Liabilities of Discontinued Operations (Details)                 
67: R50         Discontinued Operations - Summary of Assets and     HTML     33K 
                Liabilities of Discontinued Operations (Details)                 
                (Parenthetical)                                                  
68: R51         Inventory - Schedule of Inventory (Details)         HTML     41K 
69: R52         Property and Equipment (Details Narrative)          HTML     35K 
70: R53         Property and Equipment - Schedule of Property,      HTML     57K 
                Plant and Equipment (Details)                                    
71: R54         Prepaid Foreign Taxes (Details Narrative)           HTML     36K 
72: R55         Investments and Fair Value of Financial             HTML     41K 
                Instruments - Investments in and Advances to                     
                Affiliates (Details)                                             
73: R56         Investments and Fair Value of Financial             HTML     42K 
                Instruments - Fair Value, Assets Measured on                     
                Recurring Basis, Unobservable Input Reconciliation               
                (Details)                                                        
74: R57         Investments and Fair Value of Financial             HTML     31K 
                Instruments - Available-for-sale Securities                      
                (Details)                                                        
75: R58         Accrued Expenses (Details Narrative)                HTML     34K 
76: R59         Accrued Expenses - Schedule of Accrued Expenses     HTML     51K 
                (Details)                                                        
77: R60         Deferred Revenues (Details Narrative)               HTML     31K 
78: R61         Deferred Revenues - Schedule of Deferred Revenues   HTML     39K 
                (Details)                                                        
79: R62         Loans Payable (Details Narrative)                   HTML     44K 
80: R63         Debt Obligations (Details Narrative)                HTML     61K 
81: R64         Debt Obligations - Schedule of Debt Obligations     HTML     43K 
                (Details)                                                        
82: R65         Income Taxes (Details Narrative)                    HTML     56K 
83: R66         Income Taxes - Schedule of Income before Income     HTML     37K 
                Tax, Domestic and Foreign (Details)                              
84: R67         Income Taxes - Schedule of Components of Income     HTML     55K 
                Tax Expense (Benefit) (Details)                                  
85: R68         Income Taxes - Schedule of Effective Income Tax     HTML     60K 
                Rate Reconciliation (Details)                                    
86: R69         Income Taxes - Schedule of Deferred Tax Assets and  HTML     56K 
                Liabilities (Details)                                            
87: R70         Related Party Transactions (Details Narrative)      HTML     50K 
88: R71         Benefit Contribution Plan (Details Narrative)       HTML     33K 
89: R72         Stockholders' Equity (Details Narrative)            HTML    297K 
90: R73         Stockholders' Equity - Schedule of Fair Value       HTML     42K 
                Assumption of Warrants (Details)                                 
91: R74         Stockholders' Equity - Schedule of Stockholders'    HTML     65K 
                Equity Note, Warrants or Rights (Details)                        
92: R75         Stockholders' Equity - Schedule of Share-based      HTML     54K 
                Compensation, Equity Instruments Other than                      
                Options, by Exercise Price Range (Details)                       
93: R76         Stockholders' Equity - Schedule of Fair Value       HTML     44K 
                Assumptions of Stock Option (Details)                            
94: R77         Stockholders' Equity - Schedule of Share-based      HTML     69K 
                Compensation, Stock Options, Activity (Details)                  
95: R78         Stockholders' Equity - Schedule of Share-based      HTML     59K 
                Compensation, Shares Outstanding under Stock                     
                Option Plans, by Exercise Price Range (Details)                  
96: R79         Commitments and Contingencies (Details Narrative)   HTML     78K 
97: R80         Commitments and Contingencies - Schedule of         HTML     40K 
                Property Subject to or Available for Operating                   
                Lease (Details)                                                  
98: R81         Subsequent Events (Details Narrative)               HTML     80K 
100: XML         IDEA XML File -- Filing Summary                      XML    180K  
99: EXCEL       IDEA Workbook of Financial Reports                  XLSX    104K 
12: EX-101.INS  XBRL Instance -- awld-20161231                       XML   1.57M 
14: EX-101.CAL  XBRL Calculations -- awld-20161231_cal               XML    234K 
15: EX-101.DEF  XBRL Definitions -- awld-20161231_def                XML    767K 
16: EX-101.LAB  XBRL Labels -- awld-20161231_lab                     XML   1.37M 
17: EX-101.PRE  XBRL Presentations -- awld-20161231_pre              XML   1.01M 
13: EX-101.SCH  XBRL Schema -- awld-20161231                         XSD    240K 
101: ZIP         XBRL Zipped Folder -- 0001493152-17-003130-xbrl      Zip    174K  


‘EX-2.3’   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

ESCROW AGREEMENT

 

This Escrow Agreement (hereinafter “Escrow Agreement”) is made and entered into by and among Algodon Wines & Luxury Development Group, Inc., (hereinafter referred to as (“Seller”), China Concentric Capital Group, Inc. (“Purchaser”) and J. M. Walker & Associates, Attorneys At Law, 7841 Garfield Way, Centennial, CO 80122, who is acting as the Escrow Agent for this transaction (“Escrow Agent”) this 16th day of December 2016.

 

WITNESSETH

 

In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

 

WHEREAS:

 

A. Seller is selling Forty Three Million Eight Hundred Twenty Two Thousand Four Hundred and One (43,822,401) shares (“Shares”) of Common Stock of Mercari Communications Group, Ltd. (the “Company”) for a total of Two Hundred Sixty Thousand Dollars ($260,000.00) (“Total Purchase Price”) to Purchaser.

 

B. Seller and Purchaser, have entered into a definitive stock purchase agreement (the “Stock Purchase Agreement”) dated December 19, 2016, for the purchase of the Shares.

 

C. It is necessary to establish an escrow for the payment of the Total Purchase Price, including any deposit to be paid.

 

D. Seller and Purchaser desire that J. M. Walker & Associates, Attorneys At Law, serve as the Escrow Agent (Escrow Agent”) in connection with the transaction.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and obligations herein contained, the parties hereto agree as follows:

 

1. DEPOSIT. It is understood that a deposit in the amount of Fifty Thousand Dollars ($50,000.00) has been wired (the “Deposit”) on or before December 14, 2016, to the J. M. Walker & Associates, Attorneys At Law COLTAF Trust Account (“Escrow Account”) as a deposit toward the Purchase Price, and will be held in the Escrow Account until Closing or until ordered released as per other sections of this Agreement. However, it is further agreed that the Deposit shall become non-refundable after ten (10) days from the signing of the Stock Purchase Agreement, that is, the close of business on December 29, 2016, if Purchaser has not previously requested the return of the Deposit, or, if later, ten (10) days after the date on which Seller makes available to Purchaser’s counsel the due diligence materials previously requested by Purchaser (the “Due Diligence Period”).

 

The account wire instructions for the Deposit herein and Total Purchase Price are as follows:

 

 C: 
 C: 
 

 

 

  First Bank of Colorado  
  Englewood, Colorado 80155  
  800-964-3444  
  [Redacted]  
  [Redacted]  
     
  FOR THE ACCOUNT OF:  
  Jody M. Walker  
  COLTAF Trust Account  
  7841 South Garfield Way  
  Centennial, Colorado 80122  
  [Redacted]  

 

Notwithstanding the above, the Purchaser may demand the return of the entire amount of the Deposit by e-mail and fax addressed solely to the Escrow Agent at any time prior to the close of business on December 29, 2016. Thereafter, the Deposit will be fully refundable to the Purchaser for reasonable and customary failures of closure on the part of the Seller or paid to Seller due to the failure of Purchaser to pay the balance of the Purchase Price, all as more fully set forth below.

 

(a) Although the Escrow Agent is an attorney-at-law, the Escrow Agent is not representing any Party to this Agreement or party who will benefit from the completion of this Agreement and, therefore, does not owe any fiduciary duties to any such person as a client. The Escrow Agent’s duties are solely as described herein.

 

(b) The Escrow Agent shall release the Escrowed Funds as set forth below.

 

(c) In the event of a Closing, the Deposit shall be paid to the Seller and applied toward the Purchase Price payable thereunder by Purchaser.

 

(d) Upon demand made by the Purchaser prior to the close of business on December 29, 2016, the Deposit shall promptly be returned to Purchaser.

 

(e) Whether or not a Closing occurs, upon the mutual agreement of Purchaser and the Seller, Purchaser and the Seller may deliver to the Escrow Agent at any time a jointly executed written notice (a “Distribution Notice”) requesting distribution to the Seller or Purchaser or any person or entity set forth in the Distribution Notice of all or a specified portion of the Deposit, if any. Within five (5) business days after receipt of a Distribution Notice, the Escrow Agent shall pay to the specified person or entity the amount of the Deposit specified in such Distribution Notice.

 

(f) Release of Deposit to Purchaser. In accordance with the provisions of paragraphs (i), (ii) and (iii) below, the Escrow Agent shall release the Deposit, if any, to Purchaser.

 

(i) In the event the Stock Purchase Agreement is terminated due to the failure of Seller to provide the requested due diligence materials or the failure or refusal of the Company’s transfer agent to confirm to counsel to Purchaser its willingness to deliver a certificate representing the Shares registered in the name of Seller, Purchaser may deliver to the Escrow Agent a written notice of termination specifying the applicable event of termination (a “Termination Notice”), along with evidence of delivery of a copy of such Termination Notice to the Seller and directing the Escrow Agent to distribute the Deposit to Purchaser.

 

 C: 
 

 

 

(ii) If the Escrow Agent is not in actual receipt of a written objection from the Seller to any Termination Notice delivered by Purchaser within ten (10) days following the date of the Escrow Agent’s actual receipt of such Termination Notice, then on the 11th day following such actual receipt (or if the 11th day is not a business day for the Escrow Agent, then on the first business day after the 11th day), the Escrow Agent shall pay to Purchaser the amount of the Deposit.

 

(iii) If the Escrow Agent is in actual receipt of a written objection from the Seller to any Termination Notice delivered by Purchaser within ten (10) days following the date of the Escrow Agent’s actual receipt of a Termination Notice, the Escrow Agent shall not distribute the Deposit until the Escrow Agent shall have received either (A) non-conflicting written instructions from the Seller and Purchaser as to the disposition of the Deposit in question, or (B) an order of an arbitrator or court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal. Upon receipt of any such written instructions or order, the Escrow Agent shall distribute such Deposit in accordance therewith.

 

(g) Release of Funds to the Seller. In accordance with the provisions of paragraphs (i), (ii) and (iii) below, the Escrow Agent shall release the Deposit to the Seller.

 

(i) In the event the Stock Purchase Agreement is terminated by the Seller due to the failure of the Purchaser to timely pay the balance of the Purchase Price, the Seller may deliver to the Escrow Agent a Termination Notice specifying the applicable event of termination, along with evidence of delivery of a copy of such Termination Notice to Purchaser and directing the Escrow Agent to distribute the Deposit to the Seller.

 

(ii) If the Escrow Agent is not in actual receipt of a written objection from Purchaser to any Termination Notice delivered by the Seller within ten (10) days following the date of the Escrow Agent’s actual receipt of such Termination Notice, then on the 11th day following such actual receipt (or if the 11th day is not a business day for the Escrow Agent, then on the first business day after the 11th day), the Escrow Agent shall pay to the Seller the amount of the Deposit.

 

(iii) If the Escrow Agent is in actual receipt of a written objection from Purchaser to any Termination Notice delivered by the Seller within ten (10) days following the date of the Escrow Agent’s actual receipt of a Termination Notice, the Escrow Agent shall not distribute the Deposit until the Escrow Agent shall have received either (A) non-conflicting written instructions from the Seller and Purchaser as to the disposition of the Deposit in question, or (B) an order of an arbitrator or court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal. Upon receipt of any such written instructions or order, the Escrow Agent shall distribute such Deposit in accordance therewith.

 

 C: 
 

 

Unless the Purchaser timely demands the return of the Deposit or the Seller is unable to cause the transfer agent to confirm that it will register the Shares in the name of Purchaser, the amount of the payment for the Shares will remain in the Escrow Account until the Total Purchase Price for the Shares has been received in the Escrow Account (the “Escrow Funds”) and the Closing takes place, provided the Closing takes place on or before January 5, 2017, unless otherwise agreed in writing by all parties.

 

At Closing, an amount of $750.00 (the “Escrow Fee”) will be withheld from the amounts to be disbursed to the Seller as payment of the Escrow Fee. In the event that the Deposit is refunded by the Escrow Agent, before Closing, fees for acting as the Escrow Agent in an amount of $750.00 may be withheld from the Deposit which are returned to the Purchaser. In the event that the Escrow Funds are distributed to the Seller upon Closing, the Escrow Agent will withhold the Escrow Fee.

 

2. REVIEW AND RELEASE OF DOCUMENTS. Seller will make available at the office of the Escrow Agent, unless other arrangements are made to the satisfaction of all parties, either through electronic mail or other electronic delivery service such as Drop Box or Google Drive, for review and inspection by Purchaser or their representatives, copies of all documents listed in Article II, Paragraph 2.12 and Article IV of the Stock Purchase Agreement and all other documents which may be requested by the Purchaser that are available (collectively, the “Documents”).

 

(a) If the Escrow Agent releases the Funds to the Seller, the Escrow Agent will deliver all of the Documents to the Purchaser or as otherwise instructed herein or by the Purchaser.

 

(b) If the Escrow Agent releases the Funds to the Purchaser, the Escrow Agent will deliver all of the Documents to the Seller.

 

3. CLOSING. Escrow Agent is hereby instructed to receive and hold the Escrow Funds, along with the Documents described above, in the Escrow Account until Closing unless timely return of the Deposit is demanded by Purchaser. The Closing shall take place at the time and in accordance with the terms and conditions set forth in Paragraph 1 above, but no later than January 5, 2017.

 

(a) Upon Closing, the Documents will be forwarded by overnight delivery by the Escrow Agent, unless other arrangements are made satisfactory to all parties, to Purchaser at the address specified in Paragraph 15 of this Agreement, or as otherwise may be agreed by the parties. The Escrow Funds will be distributed as per instructions of the Seller.

 

(b) The Closing will take place at the office of the Escrow Agent, and any communication between the parties can be by telephone or fax and the signing of any documents can be done by fax or email. It will not be necessary for any party to be present at the closing so long as all parties have agreed in writing to all transactions involved. The Escrow Funds, Shares and Documents shall not be released or dealt with in any manner whatsoever inconsistent with this Escrow Agreement, until Closing, at which time all Documents will be delivered to Purchaser and the Escrow Funds will be distributed as directed by the Seller.

 

 C: 
 

 

4. The Escrow Agent shall have no duties or obligations other than those specifically set forth herein. The acceptance by the Escrow Agent of their duties under this Escrow Agreement is subject to the terms and conditions hereof, which shall govern and control with respect to its rights, duties, liabilities and immunities.

 

5. Seller and Purchaser understand and agree that the Escrow Agent is not a principal, participant, or beneficiary of the underlying transactions which necessitate this Escrow Agreement. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the proper party or parties, their officers, representatives or agents. So long as the Escrow Agent has acted in good faith or on the advice of counsel or has not been guilty of willful misconduct or gross negligence, the Escrow Agent shall have no liability under, or duty to inquire beyond the terms and provisions, of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature.

 

6. The Escrow Agent does not have any responsibility to review the Documents that shall be held in the Escrow Account for accuracy or completeness. Seller shall have full responsibility to assure that all documents required by the Stock Purchase Agreement are so delivered to escrow, and Purchaser shall have the full responsibility to review the Shares for completeness and accuracy.

 

7. The Escrow Agent shall not be obligated to take any legal actions hereunder which might, in the Escrow Agent’s judgment, involve any expense or liability, unless the Escrow Agent has been furnished with reasonable indemnity.

 

8. The Escrow Agent is not bound in any way by any other contract or agreement between the parties hereto whether or not the Escrow Agent has knowledge thereof of its terms and conditions and the Escrow Agent’s only duty, liability and responsibility shall be to hold and deal with the Deposit, the Escrow Funds and Documents as herein directed.

 

9. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supercession of this Escrow Agreement unless the same shall be in writing and signed by all of the other parties hereto and, if her duties as Escrow Agent hereunder are affected thereby, unless she shall have given prior written consent thereto. Representatives can appoint a new escrow agent with the consent of the Escrow Agent.

 

10. The parties hereto each jointly and severally agree to indemnify the Escrow Agent against, and hold the Escrow Agent harmless from anything which the Escrow Agent may do or refrain from doing in connection with his performance or nonperformance as Escrow Agent under this Agreement and any and all losses, costs, damages, expenses, claims and reasonable attorneys’ fees suffered or incurred by the Escrow Agent as a result of, in connection with or arising from or out of the acts of omissions of the Escrow Agent in performance of or pursuant to this Agreement, except such acts or omissions as may result from the Escrow Agent’s willful misconduct or gross negligence.

 

 C: 
 

 

11. In the event that prior to Closing, a disagreement between Seller and Purchaser, or either of them, or between them or any of them and any other person, resulting in adverse claims or demands being made in connection with the Escrow Funds, the Deposit, and/or legal possession of Shares, or in the event that the Escrow Agent is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until:

 

(a) the rights of Seller and Purchaser shall have been fully and finally adjudicated through arbitration as provided herein, or by a court of competent jurisdiction; or arbitration.

 

(b) all differences shall have been adjusted and all doubt resolved by agreement between the parties, and the Escrow Agent shall have been notified thereof in writing signed by all parties.

 

12. Should Escrow Agent become involved in litigation or arbitration in any manner whatsoever on account of this Agreement or the Escrow Funds and/or the Documents, the parties hereto (other than Escrow Agent), hereby bind and obligate themselves, their heirs, personal representatives, successors, assigns to pay Escrow Agent, in addition to any charge made hereunder for acting as Escrow Agent, reasonable attorneys’ fees incurred by Escrow Agent, and any other disbursements, expenses, losses, costs and damages in connection with or resulting from such actions.

 

13. The terms of these instructions are irrevocable by the undersigned unless such revocation is consented to in writing by each of Seller and Purchaser.

 

14. The Escrow Agent may resign as Escrow Agent in respect of the Funds by giving written notice to Seller and Purchaser. The resignation of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be bound by this Escrow Agreement, thirty (30) days following the date that notice of resignation was given.

 

15. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to or sent by recognized overnight courier duly addressed to the recipient, postage prepaid, or by prepaid telegram, and, in the case of a demand by Purchaser for a return of the Deposit prior to December 29, 2016, by e-mail from counsel to Purchaser to the Escrow Agent, addressed as follows:

 

 C: 
 

 

  If to the Seller:  
     
  Algodon Wines & Luxury Development Group, Inc.  
  135 Fifth Avenue, 10th Floor  
  New York, NY 10010  
  Attn: Scott L. Mathis, President & CEO  
  Phone: 212-739-7765  
  Email: smathis@algodongroup.com  
     
  If to the Purchaser:  
     
  China Concentric Capital Group, Inc.  
  1120 6th Ave 4th FL  
  New York, New York 10036  
  Attn: Ethan Chuang  
  Phone: 714 848 1147  
  Email: kooouchuang@yahoo.com  
     
  with a copy to:  
     
  Eaton & Van Winkle LLP  
  3 Park Avenue  
  New York, New York 10016  
  Attn: Vincent J. McGill  
  Phone: 212 561 3604  
  Email: vmcgill@evw.com  
     
  If to Escrow Agent, to:  
     
  J. M. Walker & Associates, Attorneys At Law  
  Attn: Jody M. Walker  
  7841 S. Garfield Way  
  Centennial, CO 80122  
  Phone: (303) 850-7637  
  Fax: (303) 482-2731  
  Email: jmwlkr85@gmail.com  

 

or such other address as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or faxed.

 

16. This Escrow Agreement shall be construed according to the laws of Colorado and the parties submit themselves to the exclusive jurisdiction of the Courts of Colorado in the event of any dispute.

 

17. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same. Facsimile and PDF copies may act as originals.

 

 C: 
 

 

IN WITNESS WHEREOF, this Escrow Agreement is effective and dated as of the date set forth above.

 

SELLER: ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC.   PURCHASER: CHINA CONCENTRIC CAPITAL GROUP, INC.
         
By: /s/ Scott Mathis   By: /s/ Ethan Chuang
  Scott Mathis, President & CEO     Ethan Chuang, President
         
Date:     Date:  
         
J. M WALKER & ASSOCIATES, ATTORNEYS AT LAW      
ESCROW AGENT:      
         
By: /s/ Jody M. Walker      
  Jody M. Walker, Esq.      
         
Date:        

 

 C: 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/31/1710-Q
1/5/17
For Period end:12/31/16
12/29/16
12/19/16
12/14/16
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28 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/17/23  Gaucho Group Holdings, Inc.       10-Q        9/30/23   85:9.8M                                   M2 Compliance LLC/FA
 8/14/23  Gaucho Group Holdings, Inc.       10-Q        6/30/23   84:7.2M                                   M2 Compliance LLC/FA
 5/22/23  Gaucho Group Holdings, Inc.       S-1/A                  4:586K                                   M2 Compliance LLC/FA
 5/19/23  Gaucho Group Holdings, Inc.       10-Q        3/31/23   78:7.3M                                   M2 Compliance LLC/FA
 5/09/23  Gaucho Group Holdings, Inc.       S-1                    4:580K                                   M2 Compliance LLC/FA
 4/18/23  Gaucho Group Holdings, Inc.       S-1                    4:673K                                   M2 Compliance LLC/FA
 4/17/23  Gaucho Group Holdings, Inc.       10-K       12/31/22  110:14M                                    M2 Compliance LLC/FA
12/16/22  Gaucho Group Holdings, Inc.       S-1                    4:1.2M                                   M2 Compliance LLC/FA
11/18/22  Gaucho Group Holdings, Inc.       10-Q        9/30/22   90:8M                                     M2 Compliance LLC/FA
 8/15/22  Gaucho Group Holdings, Inc.       10-Q        6/30/22   84:8.2M                                   M2 Compliance LLC/FA
 5/19/22  Gaucho Group Holdings, Inc.       10-K/A     12/31/21  100:13M                                    M2 Compliance LLC/FA
 5/19/22  Gaucho Group Holdings, Inc.       10-K/A     12/31/20   94:11M                                    M2 Compliance LLC/FA
 5/16/22  Gaucho Group Holdings, Inc.       10-Q        3/31/22   86:5.7M                                   M2 Compliance LLC/FA
 4/14/22  Gaucho Group Holdings, Inc.       10-K       12/31/21  102:13M                                    M2 Compliance LLC/FA
 1/11/22  Gaucho Group Holdings, Inc.       S-1/A                  3:691K                                   M2 Compliance LLC/FA
12/09/21  Gaucho Group Holdings, Inc.       S-1                    2:648K                                   M2 Compliance LLC/FA
11/24/21  Gaucho Group Holdings, Inc.       S-1                    4:766K                                   M2 Compliance LLC/FA
11/15/21  Gaucho Group Holdings, Inc.       10-Q        9/30/21   71:8.2M                                   M2 Compliance LLC/FA
 8/16/21  Gaucho Group Holdings, Inc.       10-Q        6/30/21   71:20M                                    M2 Compliance LLC/FA
 5/18/21  Gaucho Group Holdings, Inc.       S-1                    3:638K                                   M2 Compliance LLC/FA
 5/17/21  Gaucho Group Holdings, Inc.       10-Q        3/31/21   65:3.5M                                   M2 Compliance LLC/FA
 4/12/21  Gaucho Group Holdings, Inc.       10-K       12/31/20   99:123M                                   M2 Compliance LLC/FA
 2/09/21  Gaucho Group Holdings, Inc.       S-1/A                128:13M                                    M2 Compliance LLC/FA
 1/27/21  Gaucho Group Holdings, Inc.       S-1/A       1/26/21  129:13M                                    M2 Compliance LLC/FA
 1/12/21  Gaucho Group Holdings, Inc.       S-1/A                126:12M                                    M2 Compliance LLC/FA
12/08/20  Gaucho Group Holdings, Inc.       S-1/A                132:13M                                    M2 Compliance LLC/FA
11/16/20  Gaucho Group Holdings, Inc.       10-Q        9/30/20   77:5.5M                                   M2 Compliance LLC/FA
 8/19/20  Gaucho Group Holdings, Inc.       10-Q        6/30/20   76:4.6M                                   M2 Compliance LLC/FA
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