TRANSACTION AGREEMENT by and among BESPOKE CAPITAL ACQUISITION CORP., VINTAGE WINE ESTATES, INC., VWE ACQUISITION SUB INC., BESPOKE SPONSOR CAPITAL LP solely for the limited purposes herein set forth, and DARRELL D. SWANK solely in the capacity of...Transaction Agreement • February 12th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated February 3, 2021, is among Bespoke Capital Acquisition Corp., a Toronto Stock Exchange (“TSX”) 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 (the “Company”), solely for the purpose of Sections 1.2(a)(ii) and 2.7 and Article VIII, Bespoke Sponsor Capital LP, a Cayman Islands limited partnership (“Sponsor”), and, solely in the capacity as the representative from and after the Effective Time of the Company Shareholders in accordance with the terms and conditions of this Agreement, Darrell D. Swank (“Seller Representative”). Parent, Merger Sub, the Company, Sponsor (solely with respect to the provisions specified above) and S
