Confidentiality Statement. This document and any related or attached offering materials have been prepared by the Company and are being delivered to a limited number of parties who may be interested in pursuing an investment opportunity in Volta SP LLC (the “Company”). Such materials are property of the Company, are strictly confidential, and are prohibited from public disclosure by United States securities laws and regulations, and by comparable state laws and regulations. In accepting this document, the reader agrees not to make copies, forward it, or otherwise disclose it or its contents to anyone else (excepting its professional representatives) without the Company’s prior approval, and to return this document to the Company upon request.

Not an Offer to Sell. The information contained in this document is designed to assist prospective investors in their evaluation of a potential investment in the Company, and is subject to completion or amendment. This memorandum shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the Company, nor shall there by any sale of Company securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that state. 

Nature of Securities. The securities being sold by the Company have not been registered with or approved or disapproved by the United States Securities and Exchange Commission nor any state regulatory body, nor has either passed upon the accuracy or adequacy of this document and any related offering materials. The securities being sold by the Company are subject to restrictions on transferability or resale and may not be transferred or resold except as permitted under the Securities Act of 1933 and applicable state securities laws, pursuant to registration or exemption therefrom, and as required under any binding agreement of the Company. Investors in the Company should be aware that they will be required to bear the financial risks of any investment in the Company for an indefinite period of time. 

Forward Looking Statements. Certain statements through this document and any related or attached offering materials regarding the Company’s financial position or projections, business strategy, and plans and objectives for future operations, are forward-looking statements rather than based on historical or current facts. Such forward-looking statements are based on the Company’s beliefs as well as assumptions made by and information currently available to the Company. Such statements are inherently uncertain, and there can be no assurance that the underlying assumptions will prove to be valid. Although these forward-looking statements are made in good faith based upon assumptions that the Company currently believes to be reasonable, the actual results that the Company achieves in the future will very likely differ materially from those currently contemplated as a result of many different factors. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by this paragraph. 

No Representation or Warranty. While all reasonable care has been taken to ensure that the information contained in this document is accurate in all material respects, no representation or warranty, express or implied, is or will be given as to the accuracy or completeness of this document or related offering materials, or the information or opinions contained herein. The reader must conduct and rely upon its own evaluation of the Company and this investment, including its merits and risks. The Company reserves the right to make corrections to information contained in this document or related offering materials if an error does occur or circumstances change. 

Investor Suitability Requirements. Securities in the Company will only be sold to persons or entities meeting very specific suitability standards. Even if a potential investor satisfies these minimum standards, an investment in the Company is not necessarily suitable for everyone. Each prospective investor should therefore determine, after consultation with its tax, legal, and investment advisors, whether an investment in the Company is appropriate in its particular circumstances. Prospective investors will be required to execute a subscription agreement prepared specifically for the securities offering, which agreement is subject to the Company’s approval and acceptance, which may be withheld in the Company’s sole and absolute discretion. 

Investment Considerations. The Company’s business will operate in a highly competitive industry that is affected by changes in consumptive habits, alcohol preferences, popularity of lounges and bars, population trends, traffic patterns, and local and national economic conditions. Key competitive factors in the retail & hospitality industry include the taste, quality, and price of the available wine and spirits, product offerings, quality and speed of guest service, brand name identification, and attractiveness of facilities, location, and overall experience. Given these considerations and others, there can be no guarantee that the Company will be able to generate sufficient cash flow to enable the Company to make profit distributions to its members.