BESPOKE CAPITAL ACQUISITION CORP. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT August 15, 2019 ADDENDAWarrant Agency Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
BESPOKE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Province of British Columbia (the “Corporation”)
ESCROW AGREEMENTEscrow Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
Escrow Agreement (this “Agreement”) dated August 15, 2019 among Bespoke Capital Acquisition Corp., a company incorporated under the laws of British Columbia (the “Corporation”), TSX Trust Company, a company existing under the laws of Canada with its registered office in the City of Toronto in the province of Ontario, as the escrow agent (the “Escrow Agent”) and, solely for the purposes of Section 2(e) and Section 16 herein, Canaccord Genuity Corp. and Citigroup Global Markets Canada Inc. (together, the “Underwriters”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
The undersigned, Canaccord Genuity Corp. and Citigroup Global Markets Canada Inc. (the “Underwriters”, and each individually, an “Underwriter”), understand that Bespoke Capital Acquisition Corp. (the “Corporation”) proposes to issue and sell to the Underwriters 35,000,000 Class A Restricted Voting units of the Corporation (the “ Class A Restricted Voting Units” or the “Treasury Units”). Each Class A Restricted Voting Unit has an offering price of $10.00 per Class A Restricted Voting Unit (the “Purchase Price”) and consists of one Class A Restricted Voting share of the Corporation (each, a “Class A Restricted Voting Share”) and one-half of a share purchase warrant of the Corporation (each full share purchase warrant, a “Warrant”). Upon the closing of a qualifying acquisition (as defined herein), each Class A Restricted Voting Share is expected to, unless previously redeemed, be automatically converted into one Common Share (as defined herein), subject to anti-dilution adjustments. The W
RELINQUISHMENT AGREEMENTRelinquishment Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
WHEREAS Bespoke Sponsor Capital LP, as the sponsor of the Corporation (the “Sponsor”), has purchased 10,062,500 Class B shares of the Corporation (the “Founder’s Shares”), for an aggregate price of U.S.$25,000, or approximately U.S.$0.0025 per Founder’s Share, or U.S.$0.0029 per Founder’s Share if the Over-Allotment Option (as defined herein) is not exercised;
MAKE WHOLE AGREEMENT AND UNDERTAKINGMake Whole Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
RE: Covenants of Bespoke Sponsor Capital LP, as sponsor of the Corporation (the “Sponsor”) pursuant to the Corporation’s final prospectus, dated August 8, 2019 (the “Prospectus”)
EXCHANGE AGREEMENT AND UNDERTAKINGExchange Agreement • November 27th, 2020 • Bespoke Capital Acquisition Corp • Ontario
RE: Transfer restrictions pursuant to the final prospectus (the “Prospectus”), dated August 8, 2019, of Bespoke Capital Acquisition Corp. (the “Corporation”)
