INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated June 7, 2021, is among Vintage Wine Estates, Inc., a Nevada corporation (“Parent”), Bespoke Sponsor Capital LP (“Sponsor”), Patrick A. Roney in his capacity as the Roney Representative and the parties listed as VWE Investors on the signature pages hereto (collectively, the “VWE Investors”) and the party listed as Fund Investor on the signature pages hereto (the “Fund Investor”, together with Sponsor and the VWE Investors, the “Investors”). Capitalized terms used but not defined herein or in Annex A have the meanings given in the Transaction Agreement.
CONTINUING GUARANTYContinuing Guaranty • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • New York
This CONTINUING GUARANTY (this “Guaranty”), dated as of June 7, 2021, is executed by VINTAGE WINE ESTATES, INC., a Nevada corporation (“Guarantor”), in favor of BANK OF THE WEST, in its capacity as administrative agent and collateral agent for the Lenders (as hereinafter defined) (in such capacity, together with its successors and assigns in such capacity, “Agent”), in light of the following facts:
SECURITY ESCROW AGENCY AGREEMENTSecurity Escrow Agency Agreement • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • Ontario
WHEREAS, Parent, VWE Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, the Company, and Darrell D. Swank (“Stockholder Representative”) have entered into that certain Transaction Agreement, dated as of February 3, 2021 (together with all exhibits, schedules and annexes thereto, as amended, modified or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), pursuant to which the parties thereto have agreed to establish an escrow arrangement for the purposes set forth therein;
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • California
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is among Vintage Wine Estates, Inc., a California corporation (the “Company”), Marital Trust D under the Leslie G. Rudd Living Trust (as successor to the Leslie G. Rudd Living Trust) and the SLR Non-Exempt Trust (as successor to the SLR 2012 Gift Trust) (each, a “Rudd Shareholder” and, together, the “Rudd Shareholders”) and the Patrick A. Roney and Laura G. Roney Trust and Sean Roney (each, a “Roney Shareholder” and, together, the “Roney Shareholders”), each in its or his capacity as a shareholder (each, a “Shareholder” and, collectively, the “Shareholders”) of the Company. Leslie G. Rudd is referred to herein individually as “Rudd” and Patrick A. Roney is referred to herein individually as “Roney.” All provisions of this Agreement shall be effective upon the Closing referred to below.
DEPOSITARY AGREEMENTDepositary Agreement • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • Ontario
Bespoke Capital Acquisition Corp., a Toronto Stock Exchange listed special purpose acquisition corporation incorporated under the Laws of the Province of British Columbia (and, after the Domestication, Vintage Wine Estates, Inc., a Nevada corporation) (“Parent”); VWE Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); Vintage Wine Estates, Inc., a California corporation (“VWE”); and Darrell D. Swank (“Stockholder Representative”) have entered into the Transaction Agreement, dated as of February 3, 2021 (together with all exhibits, schedules and annexes thereto, as amended, modified or supplemented from time to time in accordance with its terms, the “Transaction Agreement”) pursuant to which, at the Effective Time (as defined in the Transaction Agreement), Merger Sub will merge with and into VWE (the “Merger”) and VWE shall survive as a wholly owned subsidiary of the Parent. A copy of the Transaction Agreement and the subsequent amendment
JOINDER AGREEMENTJoinder Agreement • June 11th, 2021 • Vintage Wine Estates, Inc. • Beverages • California
This JOINDER AGREEMENT (this “Agreement”) is dated as of June 7, 2021, and is entered into by and among VINTAGE WINE ESTATES, INC., a Nevada corporation (“Holdings”), VINTAGE WINE ESTATES, INC., a California corporation that is a wholly-owned subsidiary of Holdings (“Borrower Agent”), each other Subsidiary of Borrower Agent party to the Loan Agreement referenced below, as amended, together with KUNDE ENTERPRISES, INC., a California corporation added pursuant to the Joinder Agreement dated as of May 4, 2021, each an “Existing Borrower”, the financial institutions party to the Loan Agreement described below (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent for Lenders (in such capacity, “Agent”).
