Algodon Wines & Luxury Development Group, Inc. (NASDAQ:VINO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

On December 20, 2016, Algodon Wines Luxury Development Group,
Inc. (the Company) entered into a Stock Purchase Agreement with
China Concentric Capital Group, Inc. (the Purchaser) in which the
Purchaser would purchase all 43,822,001 shares of common stock of
Mercari Communications Group, Ltd., a Colorado corporation
(Mercari) held by the Company and any additional shares of
Mercari currently held by the Company (the Shares) for $260,000
(a net after fees and expenses of less than $200,000) (the
Purchase Price). Currently, the Company holds approximately 96.5%
of the issued and outstanding shares of common stock of Mercari
with a book value of about $60,000. The Company will assign to
the Purchaser at the closing contemplated by the Stock Purchase
Agreement all its right, title and interest to amounts payable to
the Company for non-interest bearing advances to Mercari, which
advances, as of August 31, 2016 were in the aggregate amount of
$131,487 and as of November 30, 2016 were in the aggregate amount
of $145,087, and such any additional advances that may be made to
Mercari up until the closing date as set forth in the Stock
Purchase Agreement.

The Stock Purchase Agreement may be terminated by the Company if
the balance of the Purchase Price is not paid in full on or
before January 4, 2017 unless otherwise extended by agreement of
all the parties, or if the Purchaser fails to comply with the
material terms of the Stock Purchase Agreement. The Purchaser may
terminate the Stock Purchase Agreement if the Company fails to
deliver the due diligence documents requested prior to December
29, 2016 unless otherwise extended by agreement of all the
parties, or if the Company fails to deliver the documents
transferring the Shares to the Escrow Agent.

In connection with the Stock Purchase Agreement and also on
December 20, 2016, the Company, the Purchaser, and J.M. Walker
Associates entered into an Escrow Agreement. As of the date of
this Current Report, a total of $50,000 as a deposit toward the
Purchase Price has been received by J.M. Walker Associates (the
Escrow Agent). Subject to a due diligence review by the Purchaser
and deliverance of documents transferring the Shares, the
remaining balance of $210,000 will be deposited with the Escrow
Agent and released on or about January 4, 2017.

to agreements between the Company, Mercari, and business
consultants entered into on or about December 16, 2016, the
Company will pay a total of $60,000 in business consulting fees
for the purchase of the Shares on or about January 4, 2017. The
Escrow Agent will pay the fees directly to the business
consultants. The Company estimates that the costs of the
transaction will be an additional $10,000 to $20,000.