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
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”).
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”).
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”).
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
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.
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:
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”).
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.
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”).
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”).
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”).
SHARE REDEMPTION AGREEMENTShare Redemption Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
This SHARE REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2018 (the “Effective Date”), by and between Vintage Wine Estates, Inc., a California corporation (the “Company”), and TGAM Agribusiness Fund Holdings LP, a Delaware limited partnership (the “Seller”).
INCREMENTAL INCREASE TO REVOLVER COMMITMENTS AND AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks
This INCREMENTAL INCREASE TO REVOLVER COMMITMENTS AND AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 19, 2019, 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, and BANK OF THE WEST, as administrative agent for the Lenders (in such capacity, “Agent”).
OPERATING AGREEMENT OF SABOTAGE, LLC (A California Limited Liability Company) DATED: June 6, 2017Operating Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
THIS OPERATING AGREEMENT of Sabotage, LLC (the “Company”), a California limited liability company, is made effective as of the date set forth on the cover page of this Agreement (the “Effective Date”), by and among the Company and the Persons executing this Agreement in their respective capacities as the Members and /or Managers. Certain capitalized terms herein are defined in Article II.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 1st day of November, 2018 (the “Effective Date”), by and among Vintage Wine Estates, Inc., a California corporation located at 205 Concourse Blvd., Santa Rosa, CA 95403 (“VWE”); and Distillery No. 209 Ltd., Napa, California, an Oregon corporation (“D209”), and Darrell D. Swank and Steven Kay, as Co-Trustees of the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended (“LRLT”), both with an address of 2416 E. 37th St. North, Wichita, KS 67219 (collectively, D209 and LRLT are referred to herein as “Seller”). For purposes of this Agreement, VWE, D209 and LRLT may be referred to, from time to time, individually as a “Party” and collectively as the “Parties.”
Consulting AgreementConsulting Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • New York
This letter (the “Consulting Agreement”) confirms the Consulting Success Fee and Profits Interests to be issued to Peter Caldini (the “Consultant”) as referenced in the Non-Binding Term Sheet dated December 13, 2019 between the Consultant and Bespoke Capital Acquisition Corp. (“BCAC”).
