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”)
LOAN AND SECURITY AGREEMENT Dated as of July 18, 2019 VINTAGE WINE ESTATES, INC. GIRARD WINERY, LLC MILDARA BLASS, INC. GROVE ACQUISITION, LLC SABOTAGE WINE COMPANY, LLC GROUNDED WINE PROJECT, LLCLoan and Security Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Nevada
This EMPLOYMENT AGREEMENT (“Agreement”) between Bespoke Capital Acquisition Corp., a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia (which will, prior to this Agreement becoming effective, become Vintage Wine Estates, Inc., a Nevada Corporation) (the “Company”), and Kathy DeVillers (the “Executive”), is effective as of the Closing (the “Effective Date”), as defined in that certain Transaction Agreement among the Company, VWE Acquisition Sub Inc., a Delaware corporation, and Vintage Wine Estates, Inc., a California corporation, among others (the “Transaction Agreement”).
Subscription AgreementBespoke Capital Acquisition Corp • March 15th, 2021 • Blank checks
Sonoma Brands II Select, L.P., a Delaware limited partnership (“Sonoma Brands II Select”), hereby offers to purchase Eighteen Thousand Nine Hundred Eighty (18,980) shares of the Series A Stock, without par value (the “Shares”), of Vintage Wine Estates, Inc., a California corporation (the “Company”), for the aggregate purchase price of (i) $396,090, payable by check or wire transfer of immediately available funds against delivery of the Shares and (ii) the execution and delivery of that certain Management Agreement, dated as of July 6, 2018, by and among the Company, Sonoma Brands Partners II, LLC, Sonoma Brands II, L.P., Sonoma Brands II Select, and Sonoma Brands VWE Co-Invest, L.P.
SUBORDINATION AGREEMENTSubordination Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 2019, is made by PATRICK RONEY, an individual (the “Subordinated Creditor”), in favor of the Lenders party to the Credit Agreement (as defined below) and BANK OF THE WEST (in its capacity as administrative agent for the Lenders under the Credit Agreement and its successors and permitted assigns in such capacity, “Administrative Agent”), and acknowledged and agreed to by Vintage Wine Estates, Inc. a California corporation (the “Company”) and the other Borrowers under the Credit Agreement (as defined below). Administrative Agent and the Lenders (together with any Affiliates of the Lenders that are owed Secured Bank Product Obligations or Swap Obligations (other than Excluded Swap Obligations)) will hereinafter be referred to, collectively, as the “Senior Debt Holders”).
CREDIT AGREEMENTCredit Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Kansas
This Credit Agreement (“Agreement”) is entered into as of the 2nd day of January, 2018, among Vintage Wine Estates, Inc., a California corporation, Grove Acquisition, LLC, a California limited liability company, Girard Winery LLC, a California limited liability company, Mildara Blass Inc., a California corporation, MasterClass Marketing, LLC, a California limited liability company, and Sales Pros, LLC, a California limited liability company (each a “Borrower” and, collectively, the “Borrower”), and Patrick Roney (“Lender”).
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2021 • Bespoke Capital Acquisition Corp • Beverages • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on April 22, 2021, by and between Bespoke Capital Acquisition Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), and the undersigned subscriber (the “Investor”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of December 13, 2022 VINTAGE WINE ESTATES, INC. GIRARD WINERY, LLC MILDARA BLASS, INC. GROVE ACQUISITION, LLC SABOTAGE WINE COMPANY, LLC SPLINTER GROUP NAPA, LLC VWE CAPTIVE, LLC...Loan and Security Agreement • December 19th, 2022 • Vintage Wine Estates, Inc. • Beverages • California
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
SHAREHOLDERS’ AGREEMENT by and among VINTAGE WINE ESTATES, INC., a California corporation, and THE SHAREHOLDERS OF VINTAGE WINE ESTATES, INC. Dated as of April 4, 2018Shareholders’ Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This Shareholders’ Agreement (this “Agreement”) is made as of April 4, 2018 (the “Effective Date”) by and among Vintage Wine Estates, Inc., a California corporation (the “Company”); each Person identified on Schedule I-A and executing a signature page hereto (each, a “Series A Holder” and, collectively the “Series A Holders”); each Person identified on Schedule I-B and executing a signature page hereto (each, a “Series B Holder” and, collectively the “Series B Holders”); and each other Person who after the Effective Date acquires securities of the Company and agrees to become a party to, and bound by, this Agreement by executing a Joinder Agreement (as defined below). The Persons listed on Schedules I-A and I-B, and the other Persons who become party to this Agreement and their respective Permitted Transferees are each referred to herein as a “Shareholder” and, collectively, as the “Shareholders”.
FOUNDER SUPPORT AGREEMENTFounder Support Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
This Founder Support Agreement, dated February 3, 2021 (this “Agreement”), is among Bespoke Sponsor Capital LP, a Cayman Islands limited partnership (“Sponsor”), Bespoke Capital Acquisition Corp., a Toronto Stock Exchange listed special purpose acquisition corporation incorporated under the Laws of the Province of British Columbia (“Parent”) and Vintage Wine Estates, Inc., a California corporation (the “Company”). Sponsor, Parent and the Company are collectively referred to herein as the “Parties” and each, a “Party.” Capitalized terms used but not defined in this Agreement have the meanings given in the Transaction Agreement, dated the date hereof, among Parent, the Company, VWE Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Sponsor (solely for the purpose of Sections 1.2(a)(ii) and 2.7 and Article VIII thereof) and the other parties thereto (the “Transaction Agreement” and such parties, the “TA Parties”).
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 28th, 2022 • Vintage Wine Estates, Inc. • Beverages
THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated July 22, 2022, is among Vintage Wine Estates, Inc., a Nevada corporation (“Parent”), the parties listed as the Major Investors on the signature pages hereto (collectively, the “Major Investors”), and Patrick A. Roney in his capacity as the Roney Representative. Capitalized terms used but not defined herein have the meanings given in the Investor Rights Agreement (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This Management Agreement (this “Agreement”) is entered into as of July 6, 2018, by and among Vintage Wine Estates, Inc., a California corporation (the “Company”), Sonoma Brands Partners II, LLC, a Delaware limited liability company (“Sonoma Brands”), Sonoma Brands II, L.P., a Delaware limited partnership (“Sonoma Fund”), Sonoma Brands II Select, L.P., a Delaware limited partnership (“Sonoma Select Fund”), and Sonoma Brands VWE Co-Invest, L.P., a Delaware limited partnership (“Sonoma Co-Invest Fund”) (individually, a “Sonoma Entity”; collectively, the “Sonoma Entities”). The Company, Sonoma Brands and the Sonoma Entities are referred to herein together as the “Parties” and individually as a “Party”. This Agreement will become effective (the “Effective Date”) only upon the execution and delivery of those certain Subscription Agreements, dated as of even date herewith, by and between the Company and each of the Sonoma Entities (the “Subscription Agreements”).
Vintage Wine Estates, One of the Fastest Growing U.S. Wine Producers, to Become a Public CompanyBespoke Capital Acquisition Corp • February 4th, 2021 • Blank checks
· Paul Walsh, Executive Chairman of BCAC and former Diageo CEO, to become non-executive Chairman of the combined company. Pat Roney, CEO and founder of Vintage Wine Estates, to continue as CEO of the combined company
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
This Company Support Agreement, dated February 3, 2021 (this “Agreement”), is among Bespoke Capital Acquisition Corp., a Toronto Stock Exchange listed special purpose acquisition corporation incorporated under the Laws of the Province of British Columbia (“Parent”), Vintage Wine Estates, Inc., a California corporation (the “Company”), Bespoke Sponsor Capital LP, a Cayman Islands limited partnership (“Sponsor”), each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and solely with respect to Section 4(c), Section 6 and Section 8 (as applicable to Section 4(c) and Section 6), Patrick A. Roney, an individual who resides in Santa Rosa, California (“Pat Roney”), and Sonoma Brands Partners II, LLC, a Delaware limited liability company (“Sonoma Brands”). Parent, the Company, Sponsor, the Company Shareholders, Pat Roney and Sonoma Brands are collectively referred to here
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 21st, 2023 • Vintage Wine Estates, Inc. • Beverages • Nevada
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 17th, 2023 (the “Effective Date”), by and between Terry Wheatley (“Buyer”) and Vintage Wine Estates, Inc. (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and individually as a “Party”.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated [•], 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.
Separation Agreement and Release of All ClaimsSeparation Agreement • July 20th, 2023 • Vintage Wine Estates, Inc. • Beverages • California
Terry Wheatley (“Employee”) and Vintage Wine Estates, Inc., a Nevada Corporation, make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.”
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS DEFINED TERMSAgreement of Purchase and Sale and Joint Escrow Instructions • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”), dated as of the Effective Date, is made between Seller and Buyer, who for valuable consideration received, agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2023 • Vintage Wine Estates, Inc. • Beverages • California
This EMPLOYMENT AGREEMENT (this “Agreement”) between Vintage Wine Estates, Inc., a Nevada corporation (the “Company”), and Seth Kaufman (the “Executive”), is entered into as of July 20, 2023 (the “Effective Date”).
AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement and Waiver • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks
This AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is dated as of July 13, 2020, and is entered into by and among VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each other Subsidiary of Borrower Agent party to the Loan Agreement referenced below (together with the Borrower Agent, each a “Borrower” and, collectively “Borrowers”), the financial institutions party hereto (the “Lenders”), and BANK OF THE WEST, as administrative agent for the Lenders (in such capacity, “Agent”).
VINTAGE WINE ESTATES, INC. as the Corporation and TSX TRUST COMPANY as the Warrant Agent FIRST SUPPLEMENTAL WARRANT AGENCY AGREEMENT Dated as of July 26th, 2021First Supplemental Warrant Agency Agreement • July 27th, 2021 • Vintage Wine Estates, Inc. • Beverages • Ontario
WHEREAS the Corporation (under its then name Bespoke Capital Acquisition Corp.) and the Warrant Agent entered into a Warrant Agency Agreement dated August 15, 2019 (the “Warrant Agreement”) providing for the issuance of up to 32,125,000 Warrants;
Subscription AgreementBespoke Capital Acquisition Corp • March 15th, 2021 • Blank checks
Sonoma Brands II, L.P., a Delaware limited partnership (“Sonoma Brands II”), hereby offers to purchase Three Hundred Thirty Thousand Three Hundred Forty One (330,341) shares of the Series A Stock, without par value (the “Shares”), of Vintage Wine Estates, Inc., a California corporation (the “Company”), for the aggregate purchase price of (i) $6,893,910, payable by check or wire transfer of immediately available funds against delivery of the Shares and (ii) the execution and delivery of that certain Management Agreement, dated as of July 6, 2018, by and among the Company, Sonoma Brands Partners II, LLC, Sonoma Brands II, Sonoma Brands II Select, L.P. and Sonoma Brands VWE Co-Invest, L.P.
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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is among Vintage Wine Estates, Inc., a California corporation (“Parent”), Patrick A. Roney in his capacity as the Roney Representative and the parties listed as Investors on the signature pages hereto (collectively, the “Investors”).
MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2021 • Bespoke Capital Acquisition Corp • Beverages • California
This Management Agreement (this “Agreement”) is entered into as of July 6, 2018, by and among Vintage Wine Estates, Inc., a California corporation (the “Company”), Sonoma Brands Partners II, LLC, a Delaware limited liability company (“Sonoma Brands”), Sonoma Brands II, L.P., a Delaware limited partnership (“Sonoma Fund”), Sonoma Brands II Select, L.P., a Delaware limited partnership (“Sonoma Select Fund”), and Sonoma Brands VWE Co-Invest, L.P., a Delaware limited partnership (“Sonoma Co-Invest Fund”) (individually, a “Sonoma Entity”; collectively, the “Sonoma Entities”). The Company, Sonoma Brands and the Sonoma Entities are referred to herein together as the “Parties” and individually as a “Party”. This Agreement will become effective (the “Effective Date”) only upon the execution and delivery of those certain Subscription Agreements, dated as of even date herewith, by and between the Company and each of the Sonoma Entities (the “Subscription Agreements”).
FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2024 • Vintage Wine Estates, Inc. • Beverages • California
This FORBEARANCE AGREEMENT, dated as of February 28, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is by and among VINTAGE WINE ESTATES, INC., a Nevada corporation ("Holdings"), VINTAGE WINE ESTATES, INC., a California corporation ("Borrower Agent"), each Subsidiary of Borrower Agent party to this Agreement (together with Borrower Agent, each a "Borrower" and, collectively, the "Borrowers"), the Lenders party to this Agreement (constituting "Required Lenders" under the Loan Agreement, the "Consenting Lenders"), and BMO BANK N.A., as successor in interest to BANK OF THE WEST ("BMO"), as administrative agent and collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Agent"), to that Second Amended and Restated Loan and Security Agreement and Waiver, dated of December 13, 2022 (as amended by Amendment No. 1, dated as of February 13, 2023, Amendment No. 2, dated as of March 31, 2023, Amendmen
SECURITY AGREEMENTSecurity Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This SECURITY AGREEMENT, dated as of April 4, 2018 (this “Agreement”), is executed by Pat Roney, an individual who resides at 532 Jenifer Ct., Santa Rosa, CA 95404 (“Obligor”), in favor of and for the benefit of TGAM Agribusiness Fund Holdings LP, a Delaware limited partnership, with a business address located at 221 First Street, Davis, CA 95616 (“Secured Party”).
CONSULTING AGREEMENTConsulting Agreement • February 8th, 2023 • Vintage Wine Estates, Inc. • Beverages • Nevada
This Consulting Agreement (the “Agreement”) is effective as of February 7, 2023 (the “Effective Date”) by and among bw166 LLC (“bw166”); bw166’s employee Jon Moramarco (“Representative”); and Vintage Wine Estates, Inc. (the “Company”).
STOCK PURCHASE AGREEMENT by and between VINTAGE WINE ESTATES, INC., a California corporation, and TGAM AGRIBUSINESS FUND HOLDINGS LP, a Delaware limited partnership as Buyer Dated as of April 4, 2018Stock Purchase Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 4, 2018, is made and entered into by and between Vintage Wine Estates, Inc., a California corporation (the “Company”), and TGAM Agribusiness Fund Holdings LP, a Delaware limited partnership (the “Buyer”). In this Agreement, the Company and the Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
INVESTMENT SUPPORT AGREEMENTInvestment Support Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This INVESTMENT SUPPORT AGREEMENT (this “Agreement”), dated as of April 4, 2018, is made by Pat Roney, an individual who resides at 532 Jenifer Ct., Santa Rosa, CA 95404 (“Obligor”), in favor and for the benefit of TGAM Agribusiness Fund Holdings LP, a Delaware limited Partnership, with a business address located at 221 First Street, Davis, CA 95616 (“Beneficiary”).
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement and Waiver • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks
This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is dated as of February 25, 2021, and is entered into by and among VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each other Subsidiary of Borrower Agent party to the Loan Agreement referenced below (together with the Borrower Agent, each a “Borrower” and, collectively “Borrowers”), the financial institutions party hereto (the “Lenders”), and BANK OF THE WEST, as administrative agent for the Lenders (in such capacity, “Agent”).
AMENDMENT TO TERMINATION AND APPOINTMENT LETTER AGREEMENTTermination and Appointment • November 14th, 2023 • Vintage Wine Estates, Inc. • Beverages
THIS AMENDMENT TO TERMINATION AND APPOINTMENT LETTER AGREEMENT (this “Amendment”), dated as of October 17, 2023 (the “Effective Date”), is made by and between Vintage Wine Estates, Inc., a Nevada corporation (the “Company”) and Patrick Roney (“Roney”).
