Exhibit 10.3

Execution Version

INVESTOR RIGHTS AGREEMENT

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.

RECITALS

A. Parent, Sponsor, VWE Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Vintage Wine Estates, Inc., a California corporation (the “Company”), are the primary parties to a Transaction Agreement, dated February 3, 2021 (the “Transaction Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned Subsidiary of Parent; and

B. The Transaction Agreement contemplates that Parent, Sponsor and the VWE Investors (the “Parties”) have entered into this Agreement, which is effective and conditioned upon the occurrence of the Closing without further action.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I LOCK-UP AGREEMENTS

1.1 Specified Investor Lock-up. During the Lock-up Period, subject to Section 1.3, each Specified Investor agrees that such Specified Investor will not Transfer any (i) Common Shares or any equity securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares that were issued to such Specified Investor pursuant to the Merger on the Closing Date (including shares resulting from the Domestication described in Section 1.2(a)(iii) of the Transaction Agreement), (ii) Earnout Shares, and (iii) Common Shares issued with respect to such securities referred to in clauses (i) and (ii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event (“Transaction Common Shares”).

1.2 Hedging Included. The foregoing restriction also prohibits each Specified Investor from engaging in any hedging or other transaction during the Lock-up Period which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Specified Investor’s Transaction Common Shares even if such Transaction Common Shares would be disposed of by someone other than the Specified Investor. Such prohibited hedging or other transactions during such periods

would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of such Specified Investor’s Transaction Common Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Transaction Common Shares.

1.3 Lock-up Exceptions. Notwithstanding anything else to the contrary in this Agreement, subject to the conditions below, each Specified Investor may Transfer its Transaction Common Shares during the applicable Lock-up Period in connection with (i) transfers or distributions to such Specified Investor’s direct or indirect Affiliates or to the estates of any of the foregoing; (ii) transfers by bona fide gift to a member of such Specified Investor’s immediate family or to a trust, the beneficiary of which is such Specified Investor or members of such Specified Investor’s immediate family for estate planning purposes; (iii) by virtue of the laws of descent and distribution upon death of such Specified Investor; (iv) pursuant to a qualified domestic relations order, (v) transfers to Parent’s or Sponsor’s officers, directors or their Affiliates, (vi) pledges of Transaction Common Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by such Specified Investor (provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers), (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, Transaction Common Shares subject to this Agreement will remain subject to this Agreement), (viii) the establishment of a trading plan pursuant to Rule 10b5-1 under the U.S. Exchange Act (provided, however, that such plan does not provide for the transfer of Transaction Common Shares during the Lock-up Period), (ix) transfers to satisfy tax withholding obligations in connection with the exercise of rights to purchase Common Shares or the vesting of stock-based awards; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v), it will be a condition to any such transfer that (A) the transferee or donee agrees to be bound by the terms of this Agreement (including the restrictions set forth in the preceding sentence) to the same extent as if such person were a party hereto and (B) each party (donor, donee, transferor or transferee) will not be required by Law to make, and will agree not to voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period, other than ordinary course beneficial ownership filings as required by Law or listing requirements. In the case of any Specified Investor that is an entity, the Transfers permitted by this Section 1.3 will also apply to the person or entity that is the ultimate beneficial owner of all or a portion of the equity interests therein and therefore any such Transfers will be deemed permitted pursuant to this Section 1.3.

1.4 Transfers After Lock-up Period. After the applicable Lock-up Period, the Specified Investors will collaborate in good faith on sales of Transaction Common Shares (excluding (a) sales of fewer than 1% of the Common Shares outstanding pursuant to Rule 10b5-1 plans, (b) other open-market sales of fewer than 1% of outstanding Common Shares in any calendar quarter, and (c) sales pursuant to the registration rights granted in Article IV) with the objective of preventing artificial depression of Common Share trading prices for a substantial period.

ARTICLE II PARENT BOARD AND OTHER VOTING MATTERS

2.1 Initial Parent Board. Immediately following the consummation of the Merger, and pursuant to Section 5.17(a) of the Transaction Agreement, the Parent Board will be composed of the directors specified on Annex 5.17(a) to the Transaction Agreement.

2.2 Roney Directors. Until the annual meeting of Parent’s shareholders (the “Parent Shareholders”) held in 2028 (the “2028 Annual Meeting”):

(a) Subject to the terms of this Agreement, the Roney Representative may designate up to five individuals (collectively, the “Roney Nominees”), for inclusion by Parent and the Parent Board (at least two of whom will qualify as independent directors under Nasdaq listing requirements to the extent then applicable to the Common Shares), acting through the nominating and governance committee of the Parent Board or (if there is none) through another committee of the Parent Board composed entirely of independent directors (the “Nominating Committee”), in the slate of nominees recommended to the Parent Shareholders for election as directors at any annual or special meeting of the Shareholders at which directors of Parent are to be elected. Notwithstanding the foregoing, if the combined beneficial ownership (as defined in SEC Rule 13d-3 but, for the avoidance of doubt, excluding Common Shares over which the Roney Representative has control solely pursuant to Section 2.2(c) or Section 2.5) of the Sebastiani Investors, the Roney Investors and the Rudd Investors:

(i) (A) is reduced by at least 50%, but less than 75%, from that owned on the Closing Date (excluding reductions to the extent due to (1) the sale of Common Shares in which the Roney Representative has no pecuniary interest or (2) issuances unrelated to a Material Stock Acquisition) and (B) represents at least the Minimum Number, the Roney Representative will, without further action, only be entitled to designate up to three Roney Nominees;

(ii) (A) is reduced by at least 75% from that owned on the Closing Date (excluding reductions to the extent due to (1) the sale of Common Shares in which the Roney Representative has no pecuniary interest or (2) issuances unrelated to a Material Stock Acquisition) and (B) represents at least the Minimum Number, the Roney Representative will, without further action, only be entitled to designate up to two Roney Nominees; and

(iii) represents less than the Minimum Number, the Roney Representative will, without further action, no longer have any designation rights hereunder.

(b) Except as otherwise provided herein, so long as the Roney Representative is entitled to designate Roney Nominees pursuant to Section 2.2(a) (the “Roney Director Designation Period”), in furtherance of that right: (i) in connection with each meeting or consent solicitation of Parent Shareholders at or by which directors are to be elected, the Parent Board (including any committee thereof) will nominate and recommend for election and include such recommendation in a timely manner in any proxy statement, consent solicitation or other applicable announcement to Parent Shareholders, and the Specified Investors will vote for, each Roney Nominee and (ii) Parent, acting through the Parent Board (including any committee thereof), will fill any vacancy of a Roney Nominee on the Parent Board with a Roney Nominee upon the Roney Representative’s request.

(c) During the Roney Director Designation Period, by execution of this Agreement, each Specified Investor agrees to appoint the Roney Representative, with full power of substitution and resubstitution, as such Specified Investor’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Specified Investor’s rights with respect to the Common Shares owned by such Specified Investor as of the relevant record date, to vote each of such Common Shares solely for the election or reelection of the Roney Nominees. Such appointment is coupled with an interest hereunder and is intended to be irrevocable for the purposes of this Agreement and for the duration of the Roney Director Designation Period.

(d) Notwithstanding anything herein to the contrary, Parent will not be obligated to nominate or recommend the election or reelection of a Roney Nominee to the Parent Board (i) whom the Nominating Committee determines would not be qualified under applicable Law, rule or regulation to serve as a director of Parent or (ii) if the Parent Board, the Nominating Committee or another duly authorized committee of the Parent Board, after consultation with outside counsel, determines that so doing would be inconsistent with its fiduciary duties under applicable Law or would violate applicable Law.

2.3 Sponsor Directors. Until the 2028 Annual Meeting:

(a) Subject to the terms of this Agreement, for so long as the Common Shares are listed on the TSX, Sponsor may designate up to two Sponsor Nominees (at least one of whom will qualify as an independent director under Nasdaq listing requirements to the extent then applicable to the Common Shares). Notwithstanding the foregoing, if the beneficial ownership (as defined in SEC Rule 13d-3 but, for the avoidance of doubt, excluding Common Shares over which Sponsor has control solely pursuant to Section 2.3(d)) of Sponsor:

(i) (A) is reduced by at least 75% from that owned on the Closing Date (excluding reductions to the extent due to new issuances unrelated to a Material Stock Acquisition) and (B) represents at least the Minimum Number, Sponsor will, without further action, only be entitled to designate up to one Sponsor Nominee; and

(ii) represents less than the Minimum Number, Sponsor will, without further action, no longer have any designation rights hereunder.

(b) If at any time prior to the 2028 Annual Meeting, the Common Shares are no longer listed on the TSX, this Section 2.3(b) will apply and Section 2.3(a) will be of no further force and effect. Subject to the terms of this Agreement, Sponsor may designate up to four Sponsor Nominees, at least one of whom will qualify as an independent director under listing requirements then applicable to the Common Shares. Notwithstanding the foregoing, if the beneficial ownership (as defined in SEC Rule 13d-3 but, for the avoidance of doubt, excluding Common Shares over which Sponsor has control solely pursuant to Section 2.3(d)) of Sponsor:

(i) (A) is reduced by at least 50%, but less than 75%, from that owned on the Closing Date (excluding reductions to the extent due to issuances unrelated to a Material Stock Acquisition) and (B) represents at least the Minimum Number, Sponsor will, without further action, only be entitled to designate up to two Sponsor Nominees;

(ii) (A) is reduced by at least 75% from that owned on the Closing Date (excluding reductions to the extent due to new issuances unrelated to a Material Stock Acquisition) and (B) represents at least the Minimum Number, Sponsor will, without further action, only be entitled to designate up to one Sponsor Nominee; and

(iii) represents less than the Minimum Number, Sponsor will, without further action, no longer have any designation rights hereunder.

(c) Except as otherwise provided herein, so long as Sponsor is entitled to designate Sponsor Nominees pursuant to Section 2.3(a) or Section 2.3(b), as applicable, (the “Sponsor Director Designation Period”), in furtherance of that right: (i) in connection with each meeting or consent solicitation of Parent Shareholders at or by which directors are to be elected, the Parent Board (including any committee thereof) will nominate and recommend for election and include such recommendation in a timely manner in any proxy statement, consent solicitation or other applicable announcement to Parent Shareholders, and the Specified Investors will vote for, each Sponsor Nominee and (ii) Parent, acting through the Parent Board (including any committee thereof), will fill any vacancy of a Sponsor Nominee on the Parent Board with a Sponsor Nominee upon Sponsor’s request.

(d) During the Sponsor Director Designation Period, by execution of this Agreement, each Specified Investor agrees to appoint Sponsor, with full power of substitution and resubstitution, as such Specified Investor’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Specified Investor’s rights with respect to the Common Shares owned by such Specified Investor as of the relevant record date, to vote each of such Common Shares solely for the election or reelection of the Sponsor Nominees. Such appointment is coupled with an interest hereunder and is intended to be irrevocable for the purposes of this Agreement and for the duration of the Sponsor Director Designation Period.

(e) Notwithstanding anything herein to the contrary, Parent will not be obligated to nominate or recommend the election or reelection of a Sponsor Nominee to the Parent Board (i) whom the Nominating Committee determines would not be qualified under applicable Law, rule or regulation to serve as a director of Parent or (ii) if the Parent Board, the Nominating Committee or another duly authorized committee of the Parent Board, after consultation with outside counsel, determines that so doing would be inconsistent with its fiduciary duties under applicable Law or would violate applicable Law.

2.4 Director Vacancies. Each Specified Investor agrees to vote, or cause to be voted, all Common Shares beneficially owned by such Specified Investor, or over which such Specified Investor has voting control, from time to time and at all times, in whatever manner is necessary to ensure that (a) no Sponsor Nominee or Roney Nominee may be removed from office unless (i) such removal is directed or approved by the affirmative vote of (A) Sponsor, with respect to any Sponsor Nominee, or (B) the Roney Representative, with respect to any Roney Nominee, or (ii) the applicable Director Designation Period has expired and (b) during the applicable Director Designation Period, any vacancies created by the resignation, removal or death of a Roney Nominee or a Sponsor Nominee will be filled pursuant to the provisions of this Article II. Parent and the Parent Board will take all actions necessary to fill such vacancy with such replacement director promptly upon written notice to Parent of the name of such replacement director by Sponsor, with respect to any Sponsor Nominee, or the Roney Representative, with respect to any Roney Nominee, subject, in each case, to the provisions of Section 2.2(d) or Section 2.3(e), as applicable. In the event that the size of the Parent Board is increased or decreased, then the number of individuals that the Roney Representative or Sponsor will have the right to designate under Section 2.2 or Section 2.3, as applicable, will be proportionally adjusted (rounded up or down to the nearest whole number) such that, following such change in the size of the Parent Board, the number of Roney Nominees or Sponsor Nominees, as applicable, as a percentage of the total number of directors on the Parent Board is equal to the number of individuals that the Roney Representative or Sponsor, as applicable, was entitled to designate as a percentage of the total number of directors on the Parent Board immediately prior to such change in size.

2.5 General Proxy. During the General Proxy Period, by execution of this Agreement, each of the Major Investors hereby appoints the Roney Representative, with full power of substitution and resubstitution, as such Major Investor’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Major Investor’s rights with respect to the Common Shares owned by such Major Investor as of the Closing Date or hereafter acquired, to vote each such Common Share at each annual or special meeting of shareholders of Parent (or at any adjournment or postponement thereof or pursuant to any consent in lieu of a meeting) on all matters other than those matters covered by the proxies set forth in Section 2.2 and Section 2.3. Each Major Investor intends this proxy to be irrevocable during the General Proxy Period and coupled with an interest hereunder and hereby revokes any proxy previously granted by such Major Investor with respect to the Common Shares owned by such Major Investor as of the Closing Date or hereafter acquired. Notwithstanding any provision of this Agreement to the contrary, the proxy granted by Sponsor pursuant to this Section 2.5 will not apply to any Reserved Matter.

2.6 Transferred Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares Transferred for consideration at a time and in a manner not prohibited by this Agreement will be Transferred free and clear of any proxy granted pursuant to this Article II (and any such proxy will be of no further force and effect), excluding, for the avoidance of doubt, any Transfer at any time of the type described in Section 1.3 (so long as it will be a condition to any such Transfer that the transferee or donee agrees to be bound by the terms of this Agreement to the same extent as if such person were a party hereto).

2.7 Remaining Directors. Any directors not elected pursuant to the terms of this Agreement will qualify as independent directors under listing requirements then applicable to the Common Shares and will be recommended by the Nominating Committee and nominated by the Parent Board for inclusion in the slate of nominees recommended to the Parent Shareholders for election as directors at any annual or special meeting of the Shareholders at which directors of Parent are to be elected.

ARTICLE III REDEMPTION RIGHT; EARNOUT SHARES

3.1 Redemption Right.

(a) PPP Note. The VWE Investors and the Fund Investor acknowledge and agree to be bound by the terms of Section 5.23 of the Transaction Agreement as if it were a party thereto. In accordance with Section 5.23 of the Transaction Agreement, to the extent that any portion of the PPP Note has not been forgiven prior to the Closing, on the earlier of (a) the Surviving Company’s receipt of notice from the applicable lender or the applicable Governmental Entity that any or all of the PPP Note will not be forgiven and (b) the date that is 18 months after the Closing Date (provided that confirmation of forgiveness of the entire amount of the PPP Note by the applicable lender and the applicable Governmental Entity will not have been received by the Surviving Company prior thereto), Parent will redeem from the VWE Investors and the Fund Investor, and the VWE investors and the Fund Investor will tender to Parent, for no consideration, Common Shares (the “PPP Redemption Shares”) having an aggregate value calculated pursuant to Section 5.23(b)(iii)(2) of the Transaction Agreement (valuing each Common Share at $10). The redemption and tender of the PPP Redemption Shares will be pro rata based on the proportionate ownership of each VWE Investor and the Fund Investor of the aggregate Common Shares owned by the VWE Investors and the Fund Investor, in each case, as of immediately after the Effective Time. For the avoidance of doubt, the transactions contemplated by this Section 3.1(a) will not be subject to the transfer limitations set forth in Article I.

(b) The VWE Investors and the Fund Investor acknowledge and agree to be bound by the terms of Section 2.1(f)(ii) of the Transaction Agreement as if it were a party thereto. In accordance with Section 2.1(f)(ii) of the Transaction Agreement, to the extent that there is a Merger Consideration Deficit (such Merger Consideration Deficit to

consist of one NV Parent Common Share for every $10 increment, and provided that no adjustment will be made for any divergence that is in an amount of $9.99 or less, subject to Section 2.8(b) of the Transaction Agreement) in excess of the Adjustment Escrow Deposit, Parent will redeem from the VWE Investors and the Fund Investor, and the VWE Investors and the Fund Investor will tender to Parent, for no consideration, Common Shares (the “Adjustment Redemption Shares”) having an aggregate value equal to such excess, valuing each Common Share at $10. The redemption and tender of the Adjustment Redemption Shares will be pro rata based on the proportionate ownership of each VWE Investor and the Fund Investor of the aggregate Common Shares owned by the VWE Investors and the Fund Investor, in each case, as of immediately after the Effective Time. For the avoidance of doubt, the transactions contemplated by this Section 3.1(b) will not be subject to the transfer limitations set forth in Article I.

3.2 HSR Act Compliance.

(a) Each of the Investors entitled to receive Earnout Shares (as defined in the Transaction Agreement), subject to the terms and conditions of the Transaction Agreement, acknowledges and agrees that receipt of Earnout Shares is subject to compliance with the HSR Act. In the event that any Earnout Shares are issuable pursuant to Section 2.9 of the Transaction Agreement, Parent will not be obligated to issue any Earnout Shares to any Investor until either (i) such Investor has confirmed in writing that no filing is required to be made in connection therewith under the HSR Act or (ii) if filings are required to be made under the HSR Act in connection therewith, all such required filings have been made and the applicable waiting period has expired or been terminated with respect to the issuance of Earnout Shares to such Investor.

(b) If an Investor determines that filings are required to be made under the HSR Act by it pursuant to Section 3.2(a), Parent will use reasonable best efforts to cooperate with such Investor in making the required HSR Act filings. For the avoidance of doubt, such cooperation will not require Parent to agree to any arrangement wherein Parent would be required to sell, hold separate or otherwise conduct its business in a specified manner to resolve any action or proceeding or threat of proceeding under the HSR Act so that such issuance of Earnout Shares may be effectuated.

ARTICLE IV REGISTRATION RIGHTS

4.1 Demand Registration.

(a) Request. With respect to (x) Registrable Securities for which the applicable Lock-up Period has expired pursuant to the terms of this Agreement and (y) any Registrable Securities held by the Fund Investor, (i) any Major Investor holding not less than 10% of the Registrable Securities held by all VWE Investors, (ii) Sponsor, or (iii) the Fund Investor (such Investor or Investors being, collectively, a “Demanding Investor”) may make a written request to Parent for the Registration with the SEC under the U.S. Securities Act of all or part of such Demanding Investor’s Registrable Securities, which request will specify the number of shares of Registrable Securities to

be disposed of by such Demanding Investor and the proposed plan of distribution therefor. Upon the receipt of any request for Registration pursuant to this Section 4.1(a), Parent will promptly notify the other Investors of the receipt of such request. Upon the receipt of any request for Registration made in accordance with the terms of this Section 4.1(a), Parent will use its reasonable best efforts to effect, at the earliest practicable date, such Registration under the U.S. Securities Act of:

(i) the Registrable Securities that Parent has been so requested to Register by the Demanding Investor, and

(ii) all Registrable Securities that Parent has been requested to Register by the other Investors pursuant to a written request given to Parent within 15 days after the giving of written notice by Parent to such other Investors of the request by the Demanding Investor;

all to the extent necessary to permit the disposition (in accordance with Section 4.1(b)) of the Registrable Securities so to be Registered; provided that,

(A) Parent will not be required to effect more than a total of six demand Registrations pursuant to this Section 4.1(a) for the VWE Investors and the Fund Investor, collectively, and will not be required to effect more than a total of three demand Registrations pursuant to this Section 4.1(a) for Sponsor;

(B) if the intended method of distribution is an underwritten public offering, then Parent will not be required to effect such Registration pursuant to this Section 4.1(a) unless such underwriting will be conducted on a “firm commitment” basis;

(C) if Parent has previously effected a Registration pursuant to this Section 4.1(a) or has previously effected a Registration of which notice has been given to the Investors pursuant to Section 4.2 or Section 4.3, then Parent will not be required to effect any Registration pursuant to this Section 4.1(a) until a period of 180 days will have elapsed from the date on which such previous Registration ceased to be effective;

(D) any Investor whose Registrable Securities were to be included in any such Registration pursuant to this Section 4.1(a), by written notice to Parent, may withdraw such request and, on Parent’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Securities such that the Investor that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Securities to require or initiate a request for a Registration under clause (E) of this Section 4.1(a), Parent will not be required to effect such Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay the Expenses related to such Registration, then the request for Registration will not be counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 4.1(a); and

(E) Parent will not be required to effect any Registration to be effected pursuant to this Section 4.1(a) unless the shares of Registrable Securities proposed to be sold in such Registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Securities as of the date of such request) of at least $10,000,000.

(b) Registration Statement Form. Registrations under Section 4.1(a) will be on Form S-1 or, if permitted by law, Form S-3 (or, in either case, any successor forms thereto) and will permit the disposition of the Registrable Securities pursuant to an underwritten offering unless the Demanding Investor determines otherwise, in which case pursuant to the method of disposition determined by such Demanding Investor.

(c) Effective Registration Statement. A Registration requested pursuant to Section 4.1(a) will not be deemed to have been effected:

(i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the U.S. Securities Act and the laws of any state or other jurisdiction applicable to the disposition of the shares of Registrable Securities covered by such registration statement until such time as all of such shares of Registrable Securities have been disposed of in accordance with such registration statement or there ceases to be any shares of Registrable Securities;

(ii) if, after it has become effective, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court for any reason other than a violation of applicable Law solely by the Demanding Investor, and such Registration has not thereafter again become effective; or

(iii) if, in the case of an underwritten offering, the conditions to closing specified in an underwriting agreement to which Parent is a party are not satisfied or waived other than by reason of any breach or failure by the Demanding Investor.

Any holder of Registrable Securities to be included in a registration statement may at any time withdraw a request for registration made pursuant to Section 4.1(a) in accordance with Section 4.1(a)(ii)(D).

(d) Selection of Underwriters. The managing underwriter of each underwritten offering, if any, of Registrable Securities to be Registered pursuant to Section 4.1(a) will be a nationally recognized investment bank selected by agreement of Parent and the Selling Investor owning the largest number of shares of Registrable Securities to be Registered.

(e) Priority in Requested Registration. If a Registration under this Section 4.1 involves an underwritten public offering and the managing underwriter of such underwritten offering advises Parent in writing (with a copy to each Selling Investor requesting that Registrable Securities be included in such registration statement) that, in such underwriter’s opinion, the number of shares of Registrable Securities requested to be included in such Registration exceeds the number of such securities that can be sold in such offering within a price range that is acceptable to the Selling Investor owning the largest number of shares of Registrable Securities requested to be included in such Registration, as stated by such Selling Investor to such managing underwriter, then Parent will include in such registration, to the extent of the number and type of securities that Parent is advised can be sold in such offering, the following: (i) first, all shares of Registrable Securities requested to be Registered and sold for the account of the Demanding Investor; (ii) second, any shares of Registrable Securities that the other Selling Investors have requested be included in such Registration pursuant to Section 4.1(a), (iii) third, any securities to be Registered and sold for the account of Parent, and (iv) fourth, other securities requested to Registered, if any.

4.2 Shelf Registration.

(a) Registration Statement Covering Resale of Registrable Securities. Parent will prepare and file or cause to be prepared and filed with the SEC, no later 45 days following the date that Parent becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act Registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including the Common Shares issuable as Earnout Shares, to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement will be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. Parent will use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the U.S. Securities Act at all times until the expiration of the Effectiveness Period.

(b) Notification of Effectiveness. Parent will notify the Investors in writing of the effectiveness of the Resale Shelf Registration Statement.

(c) SEC Limitations. Notwithstanding the Registration obligations set forth in this Section 4.2 and Section 4.5, in the event the SEC informs Parent that, as a result of the application of Rule 415, not all of the Registrable Securities can be Registered for resale as a secondary offering on a single registration statement, then Parent agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be Registered by the SEC on

Form S-3 or such other form available to Register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parent will be obligated to use its commercially reasonable efforts to advocate with the SEC for the Registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular registration statement as a secondary offering (and notwithstanding that Parent used diligent efforts to advocate with the SEC for the Registration of all or a greater number of Registrable Securities), then, unless otherwise directed in writing by a holder to further limit its Registrable Securities to be included in such registration statement, the number of securities to be Registered on such registration statement will be reduced pro rata in accordance with the number of shares of Registrable Securities that each Investor has requested be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event that Parent amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (i) or (ii) above, Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

(d) Takedown.

(i) If Parent receives a request from the holders of Registrable Securities with an estimated market value of at least $1,000,000 (the requesting holder(s) will be referred to herein as the “Requesting Holder”) that Parent effect the Underwritten Takedown of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then Parent will promptly give notice of such requested Underwritten Takedown (each such request will be referred to herein as a “Demand Takedown”) at least 10 Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Investors and thereupon will use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of, (i) subject to the restrictions set forth in Section 4.6(b)(i), all Registrable Securities for which the Requesting Holder has requested such offering under Section 4.2(a), and (ii) subject to the restrictions set forth in Section 4.6(b)(i), all other Registrable Securities that any Selling Investors have requested Parent to offer by request received by Parent within seven Business Days after such holders receive Parent’s notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. Promptly after the expiration of such seven-Business Day-period, Parent will notify all Selling Investors of the identities of the other Selling Investors and the number of shares of Registrable Securities requested to be included therein.

(ii) Parent will only be required to effectuate two Underwritten Takedowns within any six-month period.

(iii) If the managing underwriter in an Underwritten Takedown advises Parent and the Requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, then the shares included in such Underwritten Takedown will be reduced in accordance with the process and priority set forth in Section 4.6(b)(i).

(iv) Registrations effected pursuant to this Section 4.2 will be counted as demand Registrations effected pursuant to Section 4.1.

(v) Selection of Underwriters. The managing underwriter of each underwritten offering, if any, of Registrable Securities to be Registered pursuant to Section 4.2(a) will be a nationally-recognized investment bank selected by agreement of Parent and the Selling Investor owning the largest number of shares of Registrable Securities to be Registered.

4.3 Piggyback Registration.

(a) If Parent proposes to Register any of its securities under the U.S. Securities Act by Registration on any form other than Form S-4 or Form S-8 (or any successor or similar form(s)), whether pursuant to Registration rights granted to other holders of its securities or for sale for its own account, then it will give prompt written notice to each Investor of its intention to do so and of such Investors’ rights under this Section 4.3, which notice, in any event, will be given at least 30 days prior to such proposed Registration. Upon the written request of an Investor that holds Registrable Securities (a “Piggyback Requesting Investor”) made within 15 days after such Investor’s receipt of any such notice from Parent, which request will specify the Registrable Securities intended to be disposed of by such Piggyback Requesting Investor, Parent will, subject to Section 4.6(b), effect the Registration under the U.S. Securities Act of all Registrable Securities that Parent has been so requested to Register by the Piggyback Requesting Investors; provided that:

(i) prior to the effective date of the registration statement filed in connection with such Registration and promptly following receipt of notification by Parent from the managing underwriter (if an underwritten offering) of the price at which such securities are to be sold, Parent will advise each Piggyback Requesting Investor of such price, and such Piggyback Requesting Investor will then have the right, exercisable in its sole discretion by delivery of written notice

to Parent within five Business Days of such Piggyback Requesting Investor being advised of such price, irrevocably to withdraw its request to have its Registrable Securities included in such registration statement, without prejudice to the rights of any holder or holders of Registrable Securities to include Registrable Securities in any future Registration (or Registrations) pursuant to this Section 4.3 or to cause such Registration to be effected as a Registration under Section 4.1(a), as the case may be;

(ii) if at any time after giving written notice of its intention to Register any securities and prior to the effective date of the registration statement filed in connection with such Registration, Parent determines for any reason not to Register or to delay Registration of such securities, then Parent may, at its election, give written notice of such determination to each Piggyback Requesting Investor and (A) in the case of a determination not to Register, will be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from any obligation of Parent to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Investor to include Registrable Securities in any future Registration (or Registrations) pursuant to this Section 4.3 or to cause such Registration to be effected as a Registration under Section 4.1(a), as the case may be, and (B) in the case of a determination to delay Registering, will be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other securities; and

(iii) if such Registration was initiated by Parent for its own account and involves an underwritten offering, then each Piggyback Requesting Investor will sell its Registrable Securities on the same terms and conditions as those that apply to Parent, and the managing underwriter of each such underwritten public offering will be a nationally-recognized investment bank selected by Parent.

(b) No registration effected under this Section 4.3 will relieve Parent of its obligation to effect any demand Registration under Section 4.1(a), and no registration effected pursuant to this Section 4.3 will be deemed to have been effected pursuant to Section 4.1(a).

4.4 Expenses. Parent will pay all Expenses in connection with any Registration initiated pursuant to Section 4.1(a) or Section 4.2, whether or not such registration ultimately becomes effective or all or any portion of the Registrable Securities originally requested to be included in such Registration is ultimately included in such registration.

4.5 Registration Procedures.

(a) Obligations of Parent. Whenever Parent is required to effect any Registration under the U.S. Securities Act as provided in Section 4.1(a), Section 4.2 and Section 4.3, Parent will, as expeditiously as possible:

(i) prepare and file with the SEC (which filing will, in the case of any Registration pursuant to Section 4.1(a), be made on or before the date that is 90 days after the receipt by Parent of the written request from the relevant Demanding Investor) the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become and remain effective; provided, however, that Parent may discontinue any Registration of its securities other than shares of Registrable Securities (and, under the circumstances specified in Section 4.8(b), its securities that are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto;

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the U.S. Securities Act and the U.S. Exchange Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the plan of distribution disclosed in such registration statement (the “Effectiveness Period”);

(iii) furnish to each Selling Investor and each underwriter, if any, the number of copies reasonably requested by such Selling Investor or underwriter of (A) such drafts and final conformed versions of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference), (B) such drafts and final versions of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the U.S. Securities Act, in conformity with the requirements of the U.S. Securities Act, and (C) such other documents as such Selling Investor or underwriter may reasonably request in writing;

(iv) use its reasonable best efforts to (A) Register or qualify all Registrable Securities and other securities, if any, covered by such registration statement under such securities laws (or “blue sky” laws) of such states or other jurisdictions within the United States as the Selling Investors reasonably request in writing, (B) keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and (C) take any other action that may be necessary or reasonably advisable to enable such Selling Investors to consummate the disposition in such jurisdictions of the securities to be sold by such Selling Investors, except that Parent will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not (but for the requirements of this subsection) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(v) use its reasonable best efforts to cause all Registrable Securities and other securities, if any, covered by such registration statement to be Registered with or approved by such other Governmental Entity as may be necessary in the opinion of counsel to Parent and counsel to the Selling Investors to enable the Selling Investors to consummate the disposition of such Registrable Securities;

(vi) use its reasonable best efforts to obtain and, if obtained, furnish to each Selling Investor, and each such Selling Investor’s underwriters, if any, (A) a signed opinion of counsel for Parent, dated the effective date of such registration statement (and, if such Registration involves an underwritten offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), reasonably satisfactory (based on the customary form and substance of opinions of issuers’ counsel customarily given in such offerings) in form and substance to such Selling Investor, and (B) a “cold comfort” letter, dated the effective date of such registration statement (and, if such Registration involves an underwritten offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters) and signed by the independent Registered public accounting firm that has certified Parent’s financial statements included or incorporated by reference in such registration statement, reasonably satisfactory (based on the customary form and substance of “cold comfort” letters of issuers’ independent Registered public accounting firms customarily given in such offerings) in form and substance to such Selling Investor, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the independent Registered public accounting firm’s comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuers’ counsel and in independent Registered public accounting firms’ comfort letters delivered to underwriters in underwritten public offerings of securities;

(vii) (A) notify each Selling Investor and seller of any other securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the U.S. Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and (B) at the written request of any such Selling Investor or any seller of other securities, promptly prepare and furnish to such Selling Investor a reasonable number of copies of a supplement to or an amendment of such prospectus so that, as thereafter delivered to the purchasers of such securities, such prospectus, as supplemented or amended, will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(viii) use its reasonable best efforts to obtain the withdrawal at the earliest possible moment of any order suspending the effectiveness of a registration statement relating to the Registrable Securities;

(ix) make available to its security holders, as soon as reasonably practicable, an earning statement covering a period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earning statement will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 promulgated thereunder, and furnish to each Selling Investor and to the managing underwriter, if any, at least 10 days prior to the filing thereof a copy of any amendment or supplement to any registration statement or prospectus containing such earning statement;

(x) otherwise comply with all applicable rules and regulations of the SEC and any other Governmental Entity having jurisdiction over the offering;

(xi) if the Common Shares are then listed on a national securities exchange, use its reasonable best efforts to cause all Registrable Securities covered by a registration statement to be listed on such exchange;

(xii) provide a transfer agent and registrar for the Registrable Securities covered by a registration statement no later than the effective date thereof;

(xiii) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Investor holding the largest number of shares of Registrable Securities covered by such registration statement reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification;

(xiv) if requested by the managing underwriter(s) or the Selling Investor holding the largest number of shares of Registrable Securities being sold in connection with an underwritten offering, promptly (A) incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) and such Investor agree should be included therein relating to the plan of distribution with respect to such Registrable Securities (including information with respect to the number of shares of Registrable Securities being sold to such underwriters and the purchase price being paid therefor by such underwriters) and relating to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and (B) make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and

(xv) cooperate with the Selling Investors and the managing underwriter, if any, (A) to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold that do not bear any restrictive legends and (B) to enable such Registrable Securities to be in such share amounts and Registered in such names as the managing underwriter or, if none, the Selling Investor holding the largest number of shares of Registrable Securities being sold, may request at least three Business Days prior to any sale of Registrable Securities.

(b) Delivery of Investor Information. As a condition to the obligations of Parent to complete any Registration pursuant to this Agreement with respect to the Registrable Securities of an Investor, such Investor must furnish to Parent in writing such information (the “Investor Information”) regarding itself, the Registrable Securities held by it and the intended methods of disposition of the Registrable Securities held by it as are necessary to effect the Registration of such Investor’s Registrable Securities and as may be reasonably requested in writing by Parent. At least 30 days prior to the first anticipated filing date of a registration statement for any Registration under this Agreement, Parent will notify in writing each Investor of the Investor Information that Parent is requesting from that Investor, whether or not such Investor has elected to have any of its Registrable Securities included in the registration statement. If within ten days prior to the anticipated filing date Parent has not received the requested Investor Information from an Investor, then Parent may file the registration statement without including Registrable Securities of that Investor.

(c) Prospectus Distribution. Each Investor agrees that, as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities, such Investor will cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities. Each Investor further agrees that, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 4.5(a)(vii), such Investor will discontinue such Investor’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.5(a)(vii) and, if so directed by Parent, will deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such Investor’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If any event of the kind described in Section 4.5(a)(vii), occurs and such event is the fault solely of an Investor or Investors due to the inaccuracy of the Investor Information provided by such Investor(s) for inclusion in the registration statement, then such Investor (or Investors) will pay all Expenses attributable to the preparation, filing and delivery of any supplemented or amended prospectus contemplated by Section 4.5(a)(vii).

4.6 Underwritten Offerings.

(a) Requested Underwritten Offerings. If requested by the underwriters in connection with a request for a Registration under Section 4.1(a) that is a firm commitment underwritten offering, then Parent and each Selling Investor will enter into a firm commitment underwriting agreement with such underwriters for such offering, such agreement to (i) be reasonably satisfactory in substance and form to Parent and

the Selling Investor owning the largest number of shares of Registrable Securities to be included in such Registration and (ii) contain such representations and warranties by Parent and each Selling Investor and such other terms as are customary in agreements of that type, including indemnification and contribution to the effect and to the extent provided in Section 4.9.

(b) Piggyback Underwritten Offerings; Priority.

(i) If Parent proposes to Register any of its securities under the U.S. Securities Act for its own account as contemplated by Section 4.2 and such securities are to be distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering advises Parent in writing (with a copy to the Piggyback Requesting Investors) that if all shares of Registrable Securities requested to be included in such Registration were so included, in such underwriter’s opinion, the number and type of securities proposed to be included in such Registration would exceed the number and type of securities that could be sold in such offering within a price range acceptable to Parent (such writing to state the basis for the underwriter’s opinion and the approximate number and type of securities that may be included in such offering without such effect), then Parent will include in such Registration pursuant to Section 4.2, to the extent of the number and type of securities that Parent is so advised can be sold in such offering, (A) first, securities that Parent proposes to issue and sell for its own account, (B) second, shares of Registrable Securities requested to be Registered by Piggyback Requesting Investors pursuant to Section 4.2, pro rata among the Piggyback Requesting Investors on the basis of the number of shares of Registrable Securities requested to be Registered by all such Piggyback Requesting Investors, and (C) third, other securities, if any.

(ii) Any Investor may withdraw its request to have all or any portion of its Registrable Securities included in any such offering by notice to Parent within 10 days after receipt of a copy of a notice from the managing underwriter pursuant to this Section 4.6(b).

(c) Investors to be Parties to Underwriting Agreement. The holders of Registrable Securities to be distributed by underwriters in an underwritten offering contemplated by Section 4.6(b) will be parties to the underwriting agreement between Parent and such underwriters, and any such Investor, at its option, may reasonably require that any or all of the representations and warranties by, and the other agreements on the part of, Parent to and for the benefit of such underwriters will also be made to and for the benefit of such Investor and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Investor. Neither such Investor nor any of its Affiliates will be required to make any representations or warranties to or agreements with Parent or the underwriters other than representations, warranties or agreements regarding such Investor or Affiliate, such holder’s shares of Registrable Securities and such holder’s intended plan of distribution.

(d) Holdback Agreements.

(i) Each Investor agrees, unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of Parent or securities convertible into or exchangeable or exercisable for equity securities of Parent, including any sale under Rule 144 under the U.S. Securities Act, during the 10 days prior to the date on which an underwritten Registration of Registrable Securities pursuant to Section 4.1 or Section 4.2 has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten Registration or to the extent that such Investor is prohibited by applicable Law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder will be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation.

(ii) Parent agrees (A) not to effect any public offering or distribution of any equity securities of Parent, or securities convertible into or exchangeable or exercisable for equity securities of Parent, during the 10 days prior to the date on which any underwritten Registration pursuant to Section 4.1(a) or Section 4.2 has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (B) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case acquired from Parent at any time on or after the Closing Date (other than in a public offering), to agree not to effect any public offering or distribution of such securities during such period.

(iii) The foregoing restrictions are in addition to any share holdback agreements to which an Investor is party.

4.7 Preparation: Reasonable Investigation.

(a) Registration Statements. In connection with the preparation and filing of each registration statement under the U.S. Securities Act pursuant to this Agreement, Parent will (i) give representatives (designated to Parent in writing) of each Selling Investor, the underwriters, if any, and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of all underwriters and one firm of counsel, one firm of accountants and one firm of other agents retained on behalf of the Selling Investors (as a group), the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, (ii) upon reasonable advance notice to Parent, give each of them such reasonable access to all financial and other records,

corporate documents and properties of Parent and its Subsidiaries as necessary, in the reasonable opinion of such Selling Investors’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the U.S. Securities Act, and (iii) upon reasonable advance notice to Parent, provide such reasonable opportunities to discuss the business of Parent with Parent’s officers, directors and employees and the independent public accounting firm that has certified Parent’s financial statements as is necessary, in the reasonable opinion of such Selling Investors’ and such underwriters’ counsel, to conduct a reasonable due diligence investigation for purposes of the U.S. Securities Act.

(b) Confidentiality. Each Investor will maintain the confidentiality of any confidential information received from or otherwise made available by Parent to such Investor. Information that (i) is or becomes available to an Investor from a public source other than as a result of a disclosure by such Investor or any of its Affiliates, (ii) is disclosed to an Investor by a third-party source that the Investor reasonably believes is not bound by an obligation of confidentiality to Parent, (iii) is or becomes required to be disclosed by an Investor by law, including by court order, or (iv) is independently developed by an Investor, will not be deemed to be confidential information for purposes of this Agreement. No Investor will grant access, and Parent will not be required to grant access, to information under this Section 4.6 to any Person that will not agree to maintain the confidentiality (to the same extent an Investor is required to maintain confidentiality) of any confidential information received from or otherwise made available to such Investor by Parent under this Agreement.

4.8 Postponements.

(a) Failure to File. If Parent fails to file any registration statement to be filed pursuant to a request for Registration under Section 4.1(a), the Demanding Investor requesting such Registration will have the right to withdraw the request for registration. Any such withdrawal must be made by giving written notice to Parent within 20 days after, in the case of a request pursuant to Section 4.1(a), the date on which a registration statement would otherwise have been required to have been filed with the SEC under Section 4.5(a)(i). In the event of such withdrawal, the request for Registration will not be counted for purposes of determining the number of registrations to which the Investor is entitled pursuant to Section 4.1. Parent will pay all Expenses incurred in connection with a request for Registration withdrawn pursuant to this paragraph.

(b) Adverse Effect. Parent will not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Investor’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed two times in any 12-month period) Parent, in the good faith judgment of the Parent Board, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed public offering of Parent’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals

with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by Parent cannot be deferred, and the Selling Investors’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 60 days after the date of the Parent Board’s determination referenced in such sentence. If Parent suspends the Selling Investors’ rights to make sales pursuant hereto, the applicable Registration period will be extended by the number of days of such suspension.

4.9 Indemnification.

(a) By Parent. In connection with any registration statement filed by Parent pursuant to Section 4.1 or Section 4.2, to the fullest extent permitted by law, Parent will and hereby agrees to indemnify and hold harmless (i) each Investor and seller of any Registrable Securities covered by such registration statement, (ii) each other Person who participates as an underwriter in the offering or sale of such securities, (iii) each other Person, if any, who controls (within the meaning of the U.S. Exchange Act) such Investor or seller or any such underwriter, and (iv) their respective shareholders, members, directors, officers, managers, employees, partners, agents and Affiliates (each, a “Parent Indemnitee”), in each case against any losses, claims, damages, liabilities (including actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Parent Indemnitee may become subject under the U.S. Securities Act or otherwise (collectively, a “Loss” or “Losses”), to the extent such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were Registered or otherwise offered or sold under the U.S. Securities Act or otherwise, any preliminary prospectus, final prospectus or summary prospectus related thereto, or any amendment or supplement thereto, or any document incorporated by reference therein (collectively, “Offering Documents”), (B) any omission or alleged omission to state in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading, or (C) any violation by Parent of any federal or state law, rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with any such registration; provided, however, that, Parent will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Offering Documents in reliance upon and in conformity with information furnished to Parent in writing by or on behalf of such Parent Indemnitee stating that it is for use therein; and provided, further, that Parent will not be liable to any Person who participates as an underwriter in the offering or sale of shares of Registrable Securities, or who controls (within the meaning of the U.S. Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference

therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. The foregoing indemnity will remain in full force and effect regardless of any investigation made by or on behalf of any Parent Indemnitee and will survive the transfer of such securities by such Parent Indemnitee.

(b) By Investors and Sellers. In connection with any registration statement filed by Parent pursuant to Section 4.1 or Section 4.2 in which an Investor has Registered for sale shares of Registrable Securities, each such Investor or seller of shares of Registrable Securities will, and hereby agrees to, indemnify and hold harmless to the fullest extent permitted by Law (i) Parent and each of its directors, officers, employees, agents, Affiliates and each other Person, if any, who controls (within the meaning of the U.S. Exchange Act) Parent and (ii) each other seller and such other seller’s directors, officers, managers, agents and Affiliates (each, an “Investor Indemnitee”), in each case against all Losses to the extent such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made by Parent in reliance upon and in conformity with information furnished to Parent in writing by or on behalf of such Investor or other seller of shares of Registrable Securities stating that it is for use therein; provided, however, that the liability of such indemnifying party under this Section 4.9(b) will be limited to the amount of the net proceeds (after giving effect to underwriting discounts and commissions) received by such indemnifying party in the sale of Registrable Securities giving rise to such liability. The foregoing indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnitee and will survive the transfer of such securities by such indemnifying party.

(c) Notice of Loss, Etc. Promptly after receipt by an indemnified party of written notice of the commencement of any action or proceeding involving a Loss referred to in Section 4.9(a) or Section 4.9(b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; but the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of its obligations under Section 4.9(a) or Section 4.9(b) except to the extent that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, (i) the indemnifying party will be entitled to participate in and, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any

legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subject.

(d) Contribution. If the indemnification provided for in Section 4.9(a) or Section 4.9(b) are for any reason be unavailable in respect of any Loss, then, in lieu of the amount paid or payable under Section 4.9(a) or Section 4.9(b), the indemnified party and the indemnifying party under Section 4.9(a) or Section 4.9(b), as applicable, will contribute to the aggregate Losses (including legal or other expenses reasonably incurred in connection with investigating the same) (i) in such proportion as is appropriate to reflect the relative fault of Parent and the prospective sellers of Registrable Securities covered by the registration statement that resulted in such Loss with respect to the statements, omissions or action that resulted in such Loss, as well as any other relevant equitable considerations or (ii) if the allocation provided by the preceding clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect the relative benefits received by Parent, on the one hand, and such prospective sellers, on the other hand, from their sale of Registrable Securities; provided that, for purposes of this clause (ii), the relative benefits received by the prospective sellers will be deemed not to exceed the amount received by such sellers. No Person guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the U.S. Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations, if any, of the Selling Investors to contribute as provided in this subsection (d) are not joint but are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement. In addition, no Person will be obligated to contribute amounts under this Section 4.9(d) in payment for any settlement of any Loss effected without such Person’s consent, not to be unreasonably withheld, conditioned or delayed.

(e) Other Indemnification. Parent will, in connection with any registration statement filed by Parent pursuant to Section 4.1(a) or Section 4.2, and each Investor who has Registered for sale of Registrable Securities will, with respect to any required Registration or other qualification of securities under any federal or state law or regulation of any Governmental Entity other than the U.S. Securities Act, indemnify Investor Indemnitees and Parent Indemnitees, respectively, against Losses, or, to the extent that indemnification will be unavailable to an Investor Indemnitee or a Parent Indemnitee, contribute to the aggregate Losses of such Investor Indemnitee or Parent Indemnitee in a manner similar to that specified in the preceding subsections of this Section 4.9 (with appropriate modifications).

(f) Indemnification Payments. The indemnification and contribution required by this Section 4.9 will be made by periodic payments of the amount thereof during the course of any investigation or defense, as and when any Loss is incurred and is due and payable.

4.10 Registration Rights to Others. If Parent at any time hereafter provides to any holder of any securities of Parent rights with respect to the Registration of such securities under the U.S. Securities Act, then such rights must not be in conflict with or adversely affect any of the rights provided to the holders of Registrable Securities in, or conflict (in a manner that adversely affects holders of Registrable Securities) with any other provisions included in, this Agreement without the prior written consent of Sponsor and the Roney Representative.

4.11 Adjustments Affecting Registrable Securities. Without the written consent of each Investor, Parent will not affect or permit to occur any combination, subdivision or reclassification of Registrable Securities that would materially and adversely affect the ability of the Investors to include shares of such Registrable Securities in any Registration of Parent’s securities under the U.S. Securities Act or the marketability of such Registrable Securities under any such Registration or other offering.

4.12 Rule 144 and Rule 144A. Parent will take all actions reasonably necessary to enable the Investors to sell Registrable Securities without Registration under the U.S. Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the U.S. Securities Act, (b) Rule 144A under the U.S. Securities Act, or (c) any similar rules or regulations hereafter adopted by the SEC, including Parent’s filing on a timely basis all reports required to be filed under the U.S. Exchange Act. Upon the written request of any Investor, Parent will deliver to such Investor a written statement as to Parent’s compliance with such requirements.

4.13 Calculation of Registrable Securities. For purposes of this Agreement, all references to a percentage or number of shares of Registrable Securities will be calculated based upon the number of shares of Registrable Securities, as the case may be, reported as outstanding in the last periodic report filed with the SEC at the time such calculation is made and will exclude any Registrable Securities owned by Parent or any Subsidiary of Parent.

4.14 Termination of Registration Rights. Parent’s obligations under Section 4.1, Section 4.2 and Section 4.3 to Register Registrable Securities for sale under the U.S. Securities Act with respect to any Investor will terminate on the first date on which no shares of Registrable Securities are held by such Investor.

ARTICLE V MISCELLANEOUS

5.1 Modification or Amendment. This Agreement may be amended and Parent may take action herein prohibited, or omit to perform any act herein required to be performed by it, if and only if Parent has obtained the prior written consent of each Major Investor who then holds at least 5% of the outstanding Common Shares and, during the Roney Director Designation Period, the Roney Representative, but neither Section 1.1 nor the definition of Lock-up Period shall be amended without the prior written consent of any Major Investor that would be adversely affected by the amendment.

5.2 Waiver. The terms and provisions of this Agreement may be waived only by a written document executed by the Party or Parties granting such waiver. Each such waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. No failure or delay by a Party to exercise any right, power or remedy under this Agreement, and no course of dealing among the Parties, will operate as a waiver of any such right, power or remedy of such Party. All remedies hereunder are cumulative, and the election of any remedy by a Party will not constitute a waiver of the right of such Party to pursue other available remedies. For the avoidance of doubt, Parent may not waive its rights pursuant to Article III without the prior consent of Sponsor.

5.3 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by pdf or other readable electronic format), each such counterpart being deemed to be an original instrument, with the same effect as if the signature thereto and hereto were upon the same instrument, and will become effective when one or more counterparts have been signed by each of the Parties and delivered (including by email or DocuSign) to the other Parties, and all such counterparts will together constitute one and the same agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement will not be effective, and the Parties will have no obligations whatsoever hereunder, unless and until the Closing occurs, it being acknowledged and agreed that the effectiveness of this Agreement is expressly conditioned on the Closing occurring. This Agreement will automatically terminate upon any termination of the Transaction Agreement pursuant to Article VII thereof, and upon such termination will be of no further force or effect. Without limiting the foregoing, any VWE Investor who, pursuant to Section 5.18 of the Transaction Agreement, does not have the right to receive Common Shares at the Closing will be removed as a Party to this Agreement with no further action.

5.4 Governing Law; Venue; Waiver of Jury Trial.

(a) This Agreement will be construed and enforced in accordance with the Laws of the State of Delaware, without regard to the conflict of laws principles that would result in the application of any Law other than the Law of the State of Delaware.

(b) All actions arising out of or relating to this Agreement will be heard and determined in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The Parties (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a

particular matter, any federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that the property is exempt or immune from attachment or execution, that any such action is brought in an inconvenient forum, that the venue of such action is improper or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Each of the Parties agrees that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 5.6 or such other manner as may be permitted by Law will be valid and sufficient service of process.

(c) EACH PARTY HEREBY IRREVOCABLY WAIVES, AND WILL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

5.5 Specific Performance. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the other provisions of this Section 5.5, the Parties acknowledge and agree (and further agree not to take any contrary position in any litigation concerning this Agreement) that (a) the Parties will be entitled to an injunction or injunctions, specific performance or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, and that such relief may be sought in addition to and will not limit, diminish or otherwise impair, any other remedy to which they are entitled under this Agreement, (b) the provisions set forth herein are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement and will not be construed to limit, diminish or otherwise impair in any respect any Party’s right to specific enforcement, and (c) the right of specific enforcement is an integral part of this Agreement and without that right, none of Parties would have entered into this Agreement. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.5 will not be required to provide any bond or other security in connection with any such order or injunction. For the avoidance of doubt, the other Parties acknowledge and agree that the rights of Parent pursuant to Article V may be specifically enforced by Sponsor.

5.6 Notices. All notices, requests and other communications among the Parties will be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when delivered by FedEx or other nationally recognized overnight delivery service, or (c) when delivered by email (so long as the sender of any such e-mail has not received an e-mail from the applicable server indicating a delivery failure) and promptly confirmed by delivery in person or by post or overnight courier as aforesaid in

each case, according to the instructions set forth below, or to such other address or addresses as any such Party may from time to time designate to the others in writing. Such notices will be deemed given: at the time of personal delivery, if delivered in person; one Business Day after being sent, if sent by reputable, overnight delivery service; and at the time sent (so long as the sender of any such e-mail has not received an e-mail from the applicable server indicating a delivery failure), if sent by email prior to 5:00 p.m. local time of the recipient on a Business Day; or on the next Business Day if sent by email after 5:00 p.m. local time of the recipient on a Business Day or on a non-Business Day. Such communications will be delivered:

Vintage Wine Estates, Inc.

937 Tahoe Boulevard

Incline Village, NV 89451

E-mail: pat@vintagewineestates.com

with copies (which shall not constitute notice) to:

Foley & Lardner LLP

321 North Clark Street, Suite 3000

Chicago, IL 60654

Attention: Patrick Daugherty

E-mail: pdaugherty@foley.com

Patrick A. Roney

998 Third Green Court

Incline Village, NV 89451

E-mail: pat@vintagewineestates.com

998 Third Green Court

Incline Village, NV 89451

Attention: Patrick A. Roney

E-mail: pat@vintagewineestates.com

Leslie Rudd Investment Co.

2416 E. 37th Street North

Wichita, KS 67219

Attention: Darrell D. Swank

E-mail: Darrell.Swank@lrico.com

with copies (which shall not constitute notice) to:

Leslie Rudd Investment Co.

2416 E. 37th Street North

Wichita, KS 67219

Attention: Angie Gregory

E-mail: Angie.Gregory@lrico.com

Bespoke Capital Acquisition Corp.

c/o Bespoke Capital Partners

115 Park Street, 3^rd Floor

London, W1K 7AP, United Kingdom

Attention: Mark Harms

Email: mark.harms@bespokecp.com

with copies (which shall not constitute notice) to:

Jones Day

250 Vesey Street

New York, NY 10281

Attention: Robert A. Profusek

E-mail: raprofusek@jonesday.com

(f) If to Fund Investor, then to the person and at the place specified in the signature pages hereto.

(g) If to a Sebastiani Investor, then to the person and at the place specified in the signature pages hereto.

5.7 Entire Agreement. This Agreement and, as among the Company, Parent and Sponsor, the Transaction Agreement, constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter hereof. Without limiting the generality of the foregoing, the Registration Rights Agreement dated as of February 3, 2021 among certain of the Parties and Vintage Wine Estates, Inc., a California corporation, is superseded by this Agreement effective and conditioned upon the occurrence of the Closing without further action.

5.8 No Third-Party Beneficiaries. The representations, warranties and covenants set forth herein are solely for the benefit of the Parties, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder.

5.9 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, then (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

5.10 Interpretation; Construction.

(a) The headings herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference will be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” All pronouns and all variations thereof will be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require. Where a reference in this Agreement is made to any agreement (including this Agreement), contract, statute or regulation, such references are to, except as context may otherwise require, the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); and to any section of any statute or regulation including any successor to the section and, in the case of any statute, any rules or regulations promulgated thereunder. All references to “days” will be to calendar days unless otherwise indicated as a “Business Day.”

(b) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

5.11 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of Parent and, in the case of an assignment or delegation by the Roney Representative, Sponsor. Any purported assignment in violation of this Agreement is void.

5.12 Remedies. This Agreement may only be enforced, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought, against the entities that are expressly named as Parties and then only with respect to the representations, warranties, covenants or other obligations or agreements set forth herein with respect to such Party.

5.13 Further Assurances; Joint Filing Agreement. Without further consideration, each Party will execute and deliver or cause to be executed and delivered such additional documents and instruments and shall take such further actions as may be reasonably necessary or desirable to effect the transactions contemplated by this Agreement and to disclose this Agreement and such transactions and information pertaining thereto as required by law. Without limiting the generality of the foregoing and with specific reference to Rule 13d-1(k) under the U.S. Exchange Act, each Specified Investor agrees with the other Specified Investors and with the Roney Representative: (i) to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares; (ii) that this Agreement may be included as an exhibit to any and all such joint filings; (iii) to provide all information required with regard to such Specified Investor relative to such statement on Schedule 13D (including any and all amendments thereto); and (iv) that each Person on whose behalf the statement on Schedule 13D is filed is responsible for the timely filing of such statement (and any and all amendments thereto) and for the completeness and accuracy of the information concerning such Person contained therein, it being understood that no such Person is or shall be responsible for the completeness or accuracy of the information concerning the other Persons making the filing unless such Person knows or has a reason to believe that such information is inaccurate.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

Annex A

Definitions

The following capitalized terms used herein have the following meanings:

“2028 Annual Meeting” is defined in Section 2.2.

“Agreement” is defined in the Preamble.

“Common Shares” means the shares of common stock of Parent.

“Company” is defined in the Recitals.

“Demand Takedown” is defined in Section 4.2(d)(i).

“Director Designation Period” means either the Roney Director Designation Period or the Sponsor Director Designation Period.

“Effectiveness Period” is defined in Section 4.5(a)(ii).

“Expenses” means all expenses incurred by Parent incident to Parent’s performance of or compliance with its obligations under this Agreement, including (a) all registration, filing and listing fees, (b) all fees, disbursements and other charges of counsel for Parent and of its independent registered public accounting firm, including the expenses incurred in connection with “cold comfort” letters required by or incident to such performance and compliance, and (c) all fees and expenses of other Persons retained by Parent, but excluding underwriting discounts and commissions and applicable transfer taxes, if any, which discounts, commissions and transfer taxes will be borne by the seller or sellers of Registrable Securities in all cases, along with all other expenses incurred by them except for the fees and expenses of one law firm engaged to represent all such Selling Investors.

“Form S-1” means a registration statement on Form S-1.

“Form S-3” means a registration statement on Form S-3 or any similar short-form registration that may be available at such time.

“Form S-4” means a registration statement on Form S-4.

“General Proxy Period” means the period beginning on the Closing Date and ending upon the earlier to occur of (a) seven years from the Closing Date and (b) the date on which the Roney Investors cease to own, in the aggregate, 10% or more of the outstanding Common Shares.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Initial Major Investor Expiration Date” is defined in clause (a) of the definition of Lock-Up Period.

“Initial Non-Founder VWE Investor Expiration Date” is defined in clause (a) of the definition of Lock-Up Period.

“Investors” is defined in the Preamble.

“Investor Indemnitee” is defined in Section 4.9(b).

“Investor Information” is defined in Section 4.5(b).

“Lock-up Period” means:

(a) with respect to each Major Investor (other than any Sebastiani Investor), the period commencing on the Closing Date and ending on (i) with respect to the first Releasing Portion, the date that is 18 months after the Closing Date (the “Initial Major Investor Expiration Date”), (ii) with respect to the next 16 Releasing Portions, the calendar day in each of the following 16 months that is the same calendar day as the Closing Date was with respect to the month in which the Closing occurred (or, if no such day exists in such month, then the last day of such month), and (iii) with respect to any remaining Transaction Common Shares of such Major Investor (other than any Sebastiani Investor) for which the Lock-up Period has not previously expired under clause (a)(i) or (a)(ii), the date that is 35 months after the Closing Date; and

(b) with respect to each Non-Founder VWE Investor and each Sebastiani Investor, the period commencing on the Closing Date and ending on (i) with respect to the first Releasing Portion, the date that is six months after the Closing Date (the “Initial Non-Founder VWE Investor Expiration Date”), (ii) with respect to the next four Releasing Portions, the calendar day in each of the following four months that is the same calendar day as the Closing Date was with respect to the month in which the Closing occurred (or, if no such day exists in such month, then the last day of such month), and (iii) with respect to any remaining Transaction Common Shares of such Non-Founder VWE Investor or such Sebastiani Investor for which the Lock-up Period has not previously expired under clause (b)(i) or (b)(ii), the date that is 11 months after the Closing Date.

“Loss” is defined in Section 4.9(a).

“Major Investors” means Sponsor, the Sebastiani Investors, the Roney Investors and the Rudd Investors.

“Market Price” means, on any date of determination, the average of the daily closing price of the Registrable Securities during the immediately preceding 30 days on which the national securities exchanges are open for trading.

“Material Stock Acquisition” means a transaction in connection with which Parent issues Common Shares representing more than 35% of the Common Shares then outstanding. Common Shares that underlie options or other derivative instruments are deemed “outstanding” for purposes of this definition if and to the extent that they are deemed outstanding under SEC Rule 13d-3.

“Merger” is defined in the Preamble.

“Merger Sub” is defined in the Recitals.

“Minimum Number” means 4% of the total number of Common Shares outstanding as of the relevant date or such lower percentage to which the Roney Representative or Sponsor, as applicable, may agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon the request of the other. Common Shares that underlie options or other derivative instruments are deemed “outstanding” for purposes of this definition if and to the extent that they are deemed outstanding under SEC Rule 13d-3.

“New Registration Statement” is defined in Section 4.2(c).

“Nominating Committee” is defined in Section 2.2(a).

“Non-Founder VWE Investors” means the VWE Investors other than the Sebastiani Investors, the Roney Investors and the Rudd Investors.

“Offering Documents” is defined in Section 4.9(a).

“Parent” is defined in the Preamble.

“Parent Board” means the Board of Directors of Parent, composed of nine directors or such other number of directors as may be specified in the articles of incorporation or bylaws of Parent or as determined by the Parent Board in accordance with such articles or bylaws.

“Parent Indemnitee” is defined in Section 4.9(a).

“Parties” is defined in the Recitals.

“Piggyback Requesting Investor” is defined in Section 4.3(a).

“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the U.S. Securities Act and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means the (a) Common Shares issued to the Investors in the Merger (including shares resulting from the Domestication described in Section 1.2(a)(iii) of the Transaction Agreement), (b) the Earnout Shares issuable to the VWE Investors pursuant to the terms of the Transaction Agreement, (c) all Common Shares issued to the Fund Investor prior to the date of this Agreement, and (d) all Common Shares issued to any Investor with respect to such securities referred to in clauses (a), (b) and (c) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities has become effective under the U.S. Securities Act and such securities have been sold, transferred, disposed of or exchanged in accordance with such registration statement, (ii) such securities have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer have been delivered by Parent and subsequent public distribution of them will not require Registration under the U.S. Securities Act, (iii) such securities have ceased to be outstanding, or (iv) the Registrable Securities are saleable under Rule 144 without volume limitations under Rule 144.

“Releasing Portion” means (a) with respect to each Major Investor (other than a Sebastiani Investor), 1/18 of the Transaction Common Shares held by such Major Investor on the Initial Major Investor Expiration Date (subject to adjustment for any issuance of Earnout Shares, share spilt or similar event or any Transfer of Transaction Common Shares permitted by Article I, in each case after the Initial Major Investor Expiration Date), and (b) with respect to each Non-Founder VWE Investor and each Sebastiani Investor, 1/6 of the Transaction Common Shares held by such Non-Founder VWE Investor or such Sebastiani Investor on the Initial Non-Founder VWE Investor Expiration Date (subject to adjustment for any issuance of Earnout Shares, share spilt or similar event or any Transfer of Transaction Common Shares permitted by Article I, in each case after the Initial Non-Founder VWE Investor Expiration Date).

“Requesting Holder” is defined in Section 4.2(d)(i).

“Resale Shelf Registration Statement” is defined in Section 4.2(a).

“Reserved Matter” means (a) the issuance of equity by Parent or the adoption of any equity plan by Parent, (b) any merger, consolidation or other business combination transaction to which Parent is a party (other than such a transaction resulting in a change of domicile, without more), (c) any transaction pursuant to which any executive officer, director or Affiliate of Parent has an interest that is different from, or in addition to, the interests of Parent shareholders generally, (d) any amendment of Parent’s certificate of incorporation or bylaws (other than an amendment that does not discriminate by its terms against any class, series or group of Parent shareholders or any particular Parent shareholder or adversely affect shareholder rights in a significant respect), and (e) any matter as to which Sponsor is advised in writing by a nationally recognized law firm that the failure to exercise independent judgment would be a breach of any law, exchange listing requirement, fiduciary duty or contract.

“Roney Director Designation Period” is defined in Section 2.2(b).

“Roney Investors” means the Patrick A. Roney and Laura G. Roney Trust and Sean Roney.

“Roney Nominee” is defined in Section 2.2(a).

“Roney Representative” means Patrick A. Roney or, if he is not then living or is then incapcitated, the trustee of the Rudd Investor that owns a plurality of the total Common Shares then held by the Rudd Investors.

“Rudd Investors” means Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, the SLR Non-Exempt Trust U/A/D 4/21/2018 and the Rudd Foundation.

“S-3 Eligibility Date” is defined in Section 4.2(a).

“Sebastiani Investors” means Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P.

“SEC Guidance” is defined in Section 4.2(c).

“Selling Investor” means a holder of Registrable Securities requested to be Registered pursuant to this Agreement.

“Specified Investors” means the Investors other than the Fund Investor.

“Sponsor” is defined in the Preamble.

“Sponsor Director Designation Period” is defined in Section 2.3(c).

“Sponsor Nominee” means any individual designated by Sponsor for inclusion by Parent and the Parent Board, acting through the Nominating Committee, in the slate of nominees recommended to the Parent Shareholders for election as directors at any annual or special meeting of the Shareholders at which directors of Parent are to be elected.

“Transaction Agreement” is defined in the Recitals.

“Transaction Common Shares” is defined in Section 1.1.

“Transfer” means to (a) sell, offer to sell, contract or agree to sell, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Exchange Act with respect to any Common Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), but not a transfer of an equity interest in an Investor that is an entity.

“TSX” means the Toronto Stock Exchange.

“Underwritten Takedown” means an underwritten public offering of Registrable Securities pursuant to a Resale Shelf Registration Statement, as amended or supplemented.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

“VWE Investors” is defined in the Preamble.

Exhibit 10.14

Execution Version

AMENDED AND RESTATED

VOTING AGREEMENT

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.

RECITAL

A. Rudd and Roney founded the Company and managed its growth and development together until Rudd passed away in 2018;

B. The Rudd Shareholders and the Roney Shareholders collectively own a majority of the issued and outstanding Shares (as defined below) in the Company;

C. The Rudd Shareholders and the Roney Shareholders are privy to an Amended and Restated Voting Agreement dated as of April 3, 2018 with and relating to the Company (the “Existing Agreement”).

D. The Rudd Shareholders and the Roney Shareholders have consented to the terms and conditions of that certain Transaction Agreement dated February 3, 2021 among Bespoke Capital Acquisition Corp., a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia (“Parent”), VWE Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and the Company, among other parties (the “Transaction Agreement”), and the consummation of the transactions contemplated by the Transaction Agreement (the “Closing”);

E. Among the transactions contemplated by the Transaction Agreement are: the domestication of Parent as a Nevada corporation and the change of its name to Vintage Wine Estates, Inc.; and the merger of Merger Sub with and into the Company, with the result that the Company will become a wholly-owned subsidiary of Parent upon the Closing; and

F. Upon the Closing, the Rudd Shareholders and the Roney Shareholders also will become parties to a certain Investor Rights Agreement as defined in the Transaction Agreement (the “Investor Rights Agreement”), which will govern certain voting and other matters that may also be addressed by this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Voting.

1.1 Voting. Each Shareholder who is a party to this Agreement agrees to vote, or cause to be voted, in each case pursuant to written instructions, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, as required by this Agreement, including, without limitation, voting for members of the Board of Directors of Parent (the “Board”).

(a) Until his death or incapacity, Roney may, after conferring with the Rudd Representative, exercise the right to determine how all Shareholders who are parties to this Agreement shall vote, act or consent pursuant to this Section 1.1.

(b) Upon the death or incapacity of Roney, the trustee of the Rudd Shareholder that owns the most Shares (the “Rudd Representative”) may exercise the right to determine how all Shareholders who are parties to this Agreement shall vote, act or consent pursuant to this Section 1.1.

For purposes of this Agreement, the term “Shares” shall mean and include any securities issued by Parent the holders of which are entitled to vote for members of the Board, including, without limitation, all shares of Parent common stock owned upon the Closing or subsequently acquired by a Shareholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2 No Liability for Election of Recommended Directors. No Shareholder, nor any Affiliate (as defined below) of any Shareholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of Parent, nor shall any Shareholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

2. Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to Roney or the Rudd Representative, as the case may be (each, the “Proxy Holder”), with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board and votes on matters of business in accordance with Section 1 hereto, and hereby authorizes the Proxy Holder to represent and vote, if and only if the

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party (a) fails to vote, or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the direction of the Proxy Holder, all of such party’s Shares as determined by the Proxy Holder in its sole discretion. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the other parties to this Agreement in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4.6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares (other than those granted pursuant to the Investor Rights Agreement) and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement or the Investor Rights Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

3. Specific Enforcement; Remedies Cumulative. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Shareholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4. Miscellaneous.

4.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as otherwise expressly provided in this Agreement or in the Investor Rights Agreement. Except in connection with a permitted transfer of a Shareholder’s Shares that is in compliance with the Investor Rights Agreement, the rights and obligations of a Shareholder hereunder may not be assigned under any circumstances.

4.2 Governing Law. This Agreement shall be governed by the internal laws of the State of California without regard to principles relating to conflicts of law.

4.3 Counterparts. This Agreement may be executed in or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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4.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5.

4.6 Effective Date, Amendments, Waivers and Termination. The Existing Agreement shall terminate and this Agreement shall become effective upon the Closing. Thereafter, this Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by Shareholders holding more than fifty percent (50%) of the Shares of the Roney Shareholders and Shareholders holding more than fifty percent (50%) of the Shares of the Rudd Shareholders, which shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. Otherwise, this Agreement shall remain in effect unless and until the Transaction Agreement or the Investor Rights Agreement shall terminate in accordance with its terms, whereupon this Agreement shall terminate. The Existing Agreement shall be reinstated so as to be binding upon the parties to this Agreement upon any termination of the Transaction Agreement.

4.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4.8 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

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4.9 Entire Agreement. This Agreement, along with the Investor Rights Agreement, constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof. The Existing Agreement and any other written or oral agreement relating to the subject matter hereof existing between persons that are party or privy to this Agreement are expressly canceled, subject to reinstatement as provided in Section 4.6.

4.10 Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Shareholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement.

4.11 Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law, the Investor Rights Agreement and the applicable provisions of the Bylaws of the Company. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

4.12 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

4.13 Dispute Resolution; Jury Trial Waiver. The parties hereto agree that the appropriate, exclusive and convenient forum for any disputes between any of the parties hereto arising out of or related to this Agreement or the transactions contemplated hereby shall be the courts sitting in Oakville, California. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of such courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth above shall be effective service of process for any action, suit or proceeding brought in any such court). Each party hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND

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THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

4.14 Aggregation of Stock. All Shares held or acquired by a Shareholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

4.15 Spousal Consent. If any individual Shareholder is married on the date of this Agreement and resident of a state where such Shareholder is subject to community property laws, such Shareholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Shareholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any individual Shareholder resident of a state where such Shareholder is subject to community property laws should marry or remarry subsequent to the date of this Agreement, such Shareholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

4.16 Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting Agreement as of immediately before the Closing.

SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT

VINTAGE WINE ESTATES, INC.

SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT

VINTAGE WINE ESTATES, INC.

SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT

VINTAGE WINE ESTATES, INC.

EXHIBIT A

CONSENT OF SPOUSE

I, Brittany Roney, spouse of Sean Roney, acknowledge that I have read the Amended and Restated Voting Agreement to which this Consent is attached as Exhibit A (the “Agreement”), and that I know the content of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of the Company that my spouse may own, including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.

Dated: May 17, 2021

Exhibit 10.34(a)

DEPOSITARY AGREEMENT

June 7, 2021

TSX Trust Company

301 - 100 Adelaide Street West

Toronto, Ontario M5H 4H1

Attention: Vice-President, Corporate Trust

Dear Sirs/Mesdames:

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 are attached hereto as Schedule “A”. Parent shall provide written notice (email being sufficient) to TSX Trust of the Effective Time. Until TSX Trust receives such written notice, TSX Trust shall be entitled to assume that the Effective Time has not occurred.

At the Effective Time, each share of Series A stock and Series B stock of VWE (such shares, the “VWE Shares”), other than Dissenting Shares and Excluded Shares, will, by virtue of the Merger and without any action on the part of any person be automatically cancelled and extinguished and converted into (a) the right to receive the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit and (b) a contingent right to receive, if and when payable, (1) the Per Share Adjustment Escrow Release and (2) the Per Share Earnout Shares.

At the Effective Time, Parent will deliver a treasury direction (the “Treasury Direction”) to the transfer agent for the Parent, with a copy to You, with respect to the issue of the common shares of Parent (the “Parent Shares”) sufficient to deliver the Merger Consideration less the Adjustment Escrow Deposit (the “Deposited Shares”).

The foregoing recitals are made as statements of fact by VWE and Parent and not by TSX Trust Company (“You” or “TSX Trust”).

Terms used in this agreement (the “Agreement”) without definition but with initial capital letters have the same meaning herein as in the Transaction Agreement.

1.    Appointment

VWE and Parent hereby appoint TSX Trust to act as depositary under the Transaction Agreement for receipt and confirmation of Letters of Transmittal and transfer of Parent Shares to Registered Shareholders in accordance with the terms and conditions of this Agreement and TSX Trust hereby accepts such appointment.

2.    Letters of Transmittal

2.1 The letter of transmittal (“Letter of Transmittal”) to be delivered by holders of VWE Shares in exchange for each Registered Shareholder’s pro-rata share of the Merger Consideration provided for in the Transaction Agreement is in the form of Schedule “B” hereto, or as such may be amended with your consent, such consent not to be unreasonably withheld. The Letters of Transmittal shall be mailed (or electronically delivered) to registered holders of VWE Shares (“Registered Shareholders”) by You pursuant to the addresses listed in the register of VWE Shares provided to You in Your required file format, which register is also attached hereto as Schedule “C” (the “VWE Share Register”), as soon as practicable following the Effective Time, but in any event no later than five Business Days after the Effective Time. As depositary under the Transaction Agreement, You will receive Letters of Transmittal and related documents from VWE Registered Shareholders but this will not include any certificates evidencing VWE Shares and you will instead rely on the VWE Share Register delivered to you by VWE and Parent. You agree to:

2.2 All Letters of Transmittal deposited with You under the Transaction Agreement shall set forth the number of VWE Shares in the name of each Registered Shareholder. You will be entitled to treat as issued and outstanding the VWE Shares represented by any Letter of Transmittal for VWE Shares if the name on such Letters of Transmittal conforms to the name of a Registered Shareholder as it appears on the VWE Share Register and the number of VWE Shares represented by such Letter of Transmittal conforms to the number of VWE Shares for such Registered Shareholder as it appears on the VWE Share Register.

2.3 All Letters of Transmittal shall be dated and time stamped by You when received in duly completed form (together with all other required documentation contemplated thereby) and You shall provide VWE and Parent with a report of the Letters of Transmittal received to date on a periodic basis and upon their request.

3.    Improper Deposits

3.1 If TSX Trust has any doubt whether any Letters of Transmittal have been properly deposited under the Transaction Agreement, You will seek the advice of Parent’s counsel, Jones Day, as to the acceptability of the deposit. If reasonable efforts to correct an improper deposit prove to be unsuccessful, You will reject any such deposit if, in the opinion of our counsel, the deposit has been made improperly and You will take the necessary corrective action as specified in this Section 3.

3.2 If the name of a member of the Investment Industry Regulatory Organization of Canada or a recognized Canadian stock exchange is indicated on a Letter of Transmittal for a deposit which has been judged improper, You will make reasonable efforts to contact such member with a view to obtaining a proper deposit.

3.3 If a Letter of Transmittal or other required document has been improperly completed or signed, or some other irregularity in connection with a deposit exists, You will make reasonable efforts to contact such holder to cause such irregularity to be corrected.

3.4 If reasonable efforts to correct an improperly completed Letter of Transmittal or other required documentation prove to be unsuccessful, You will, as soon as reasonably practicable, return to the depositing holder the Letter of Transmittal any required documentation which is the subject of such improper deposit together with a statement as to the reasons why the deposit was rejected and the steps to correct such deposit.

3.5 Notwithstanding the foregoing Sections, Parent shall have full discretion to determine whether any Letter of Transmittal are complete and proper and Parent has the absolute right to determine whether to accept or reject any or all Letters of Transmittal not in proper form.

4.    Determination of Entitlement of Registered Shareholders

4.1 At the Effective Time, Parent will deposit with You, as depositary, the Deposited Shares. If, after the determination of the Final Merger Consideration in accordance with Section 2.7 of the Transaction Agreement, there is a Merger Consideration Surplus in excess of the Adjustment Escrow Deposit, Parent will deliver a Treasury Direction to the transfer agent for the Parent, with a copy to You, with respect to the issue of the Parent Shares sufficient to deliver one Parent Share for every $10 increment by which Merger Consideration Surplus exceeds the Adjustment Escrow Deposit (the “Surplus Shares”). In such event, Surplus Shares will be distributed in the same manner as the Deposited Shares and will be treated as such from and after the date of the delivery of such Treasury Direction. All securities deposited and delivered to You under this Section 4.1 shall be held by You, as depositary, and released to Registered Shareholders only in accordance with the provisions of Section 5.1 hereof.

Parent shall deliver to You at or prior to the Effective Time a schedule detailing the pro-rata breakdown of the Deposited Shares to be transferred to the Registered Shareholders in the form of the Company Shareholder Allocation Schedule as contemplated under the Transaction Agreement (the “Pro-Rata Shares”). You shall deliver the Deposited Shares to such Registered Shareholders pursuant to the pro-rata allocation provided in the Company Shareholder Allocation Schedule, this Agreement, and the Letters of Transmittal. If it is not clear as to the applicable Pro-Rata Shares to be paid to any Registered Shareholder, You may reach out to Parent who will provide You with any necessary direction.

5.    Delivery of Parent Shares

5.1 For properly deposited Letters of Transmittal received by You, You will, as soon as practicable upon Your receipt of the Treasury Direction, the Company Shareholder Allocation Schedule and written notice from the Parent that the Merger is effective or, with respect to the Surplus Shares, the Final Merger Consideration has been determined and a revised Company Shareholder Allocation Schedule has been provided to You, as applicable, arrange for the delivery of the Deposited Shares or the Surplus Shares, if any, in accordance with the terms and conditions of this Agreement, the instructions in the Letters of Transmittal, and specifically in accordance with this Section 5.1. You will not arrange for delivery of the Pro-Rata Shares to any given Registered Shareholder until the Letter of Transmittal and all required documents for such Registered Shareholder are received by You on or after the Effective Time but on or prior to the first anniversary of the determination of the Final Merger Consideration, unless You are otherwise instructed in writing by Parent.

Following the later of the Effective Time and the date a Registered Shareholder provides to You a duly completed Letter of Transmittal, together with such other additional documents and instruments as provided for in the Letter of Transmittal duly executed and completed as TSX Trust may reasonably require, as soon as reasonably practicable thereafter, You shall

a direct registration statement advice representing such Shareholder’s pro-rata portion of the Deposited Shares which such Registered Shareholder has the right to receive in accordance with the Transaction Agreement.

Further, in the event that Parent deposits any Surplus Shares with You, then following the later of the date that the Final Merger Consideration is determined and the date a Registered Shareholder provides to You a duly completed Letter of Transmittal, together with such other additional documents and instruments as provided for in the Letter of Transmittal duly executed and completed as TSX Trust may reasonably require, as soon as reasonably practicable thereafter (provided that, for the avoidance of doubt, no Registered Shareholder will be required to provide a second Letter of Transmittal if one has already been provided with respect to the Deposited Shares), You shall

a direct registration statement advice representing such Shareholder’s pro-rata portion of the Surplus Shares which such Registered Shareholder has the right to receive in accordance with the Transaction Agreement.

5.2 Under no circumstances will interest accrue or be paid by VWE or Parent or TSX Trust to Registered Shareholders on the Pro-Rata Shares payable to Registered Shareholders pursuant to the Transaction Agreement, provided, however, You shall hold and distribute to such Registered Shareholders any and all dividends paid, if any, by the Parent on the Deposited Shares or the Surplus Shares, if any, in your possession and shall transfer such dividends upon transfer of such Pro-Rata Shares to the relevant Registered Shareholders.

5.3 Notwithstanding the foregoing, in accordance with the Transaction Agreement, subject to any applicable escheat laws, any Letters of Transmittal of the Registered Shareholders not delivered to You on or prior to the first anniversary of the determination of the Final Merger Consideration shall cease to represent a claim or interest of any kind or nature, including a claim for dividends or other distributions, against VWE or the Parent by a former holder. On such date, upon written request of Parent, You shall return to Parent all cash held by You at such time and cancel any remaining Deposited Shares or Surplus Shares that You hold for such holders at such time in respect of such former holders and return any unclaimed distributions or dividends to Parent.

5.4 No Fractional Shares.

No fractional Parent Shares will be issued pursuant to the Merger, and instead any such fractional share that would otherwise be issued will be rounded down to the nearest whole share, and such rounded Parent Shares will be reflected in the Company Shareholder Allocation Schedule.

6.    Notices

All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally, by email or facsimile (which is confirmed) or dispatched to a nationally recognized overnight courier service with overnight delivery instructions, in each case addressed to the particular party at:

If to VWE:

Vintage Wine Estates, Inc.

205 Concourse Boulevard

Santa Rosa, CA 95403

Attention: Patrick Roney

E-mail: pat@vintagewineestates.com

with copies to:

Foley & Lardner LLP

321 North Clark Street, Suite 3000

Chicago, IL 60654

Attention: Patrick Daugherty

E-mail: pdaugherty@foley.com

If to Parent:

Bespoke Capital Partners

115 Park Street, 3rd Floor

London, W1K 7AP, United Kingdom

Attention: Mark Harms

Email: mark.harms@bespokecp.com

with copies to counsel to:

Jones Day

250 Vesey Street

New York, NY 10281

Attention: Robert A. Profusek

Julia V.S. Feldman

E-mail: raprofusek@jonesday.com

jfeldman@jonesday.com

In the case of TSX Trust:

TSX Trust Company

301 - 100 Adelaide Street West

Toronto, Ontario M5H 4H1

Attention: Vice-President, Corporate Trust

Facsimile No.: (416) 361-0470

Email: tmxestaff-corporatetrust@tmx.com

or at such other address of which any party may, from time to time, advise the other parties by notice in writing given in accordance with the foregoing.

7.    Fees

Parent covenants to pay your fees and expenses (including without limitation postage, courier, long distance calls, applicable taxes, mailing insurance, photocopying, fees and expenses of your legal counsel, agents and other experts You retain), as agreed to in writing, in connection with your duties hereunder.

8.    Offices

You agree to maintain your principal office in the city set out in the Letters of Transmittal to which Letters of Transmittal and related documents may be sent or delivered.

9.    Indemnity

9.1 Without limitation, VWE and Parent jointly and severally agree to defend, indemnify and hold You and your successors and assigns, and each of your respective directors, officers, employees and agents (the “Indemnified Parties”) harmless against and from any demands, claims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and disbursements (including expert consultant and legal fees and disbursements on a substantial indemnity, or solicitor and client, basis) (collectively, the “Claims”) that the Indemnified Parties, or any of them, may suffer or incur or that may be asserted against them, or any of them, in consequence of, arising from or in any way relating to this Agreement (as the same may be amended, modified or supplemented from time to time) or your duties hereunder or any other services that You may provide to VWE or Parent in connection with or in any way relating to this Agreement or your duties hereunder, except that no individual Indemnified Party shall be entitled to indemnification in the event such Indemnified Party is found to have acted in bad faith, engaged in willful misconduct or been grossly negligent. For greater certainty, VWE and Parent agree to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the power to tax in connection with your duties hereunder. In addition, VWE or Parent, as the case may be, agree to reimburse, indemnify and save harmless the Indemnified Parties for, against and from all reasonable legal fees and disbursements (on a substantial indemnity, or solicitor and client, basis) incurred by an Indemnified Party if VWE or Parent commences an action, or cross claim or counterclaim, against the Indemnified Party and the Indemnified Party is successful in defending such claim.

9.2 You shall not be liable for any error in judgment, for any act done or step taken or omitted by You in good faith, for any mistake of fact or law or for anything which You may do or refrain from doing in connection herewith except arising out of your bad faith or willful misconduct.

9.3 In the event TSX Trust is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that TSX Trust may provide to in connection with or in any way relating to this Agreement or TSX Trust’s duties hereunder, TSX Trust shall be liable for claims or damages only to an aggregate maximum amount equal to the amount of fees paid by Parent to TSX Trust hereunder in the twelve months preceding the last of the events giving rise to such claims or damages, except to the extent that TSX Trust has acted in bad faith or engaged in willful misconduct. In no event shall TSX Trust be liable for indirect, consequential, special loss or damage of any kind whatsoever (including but not limited to lost profits), even if TSX Trust has been advised of such loss or damage and regardless of the form of its action.

9.4 Notwithstanding any other provision in this Agreement, this indemnity shall survive the termination of this Agreement or your removal or resignation in connection with any and all of your duties and obligations under this Agreement.

9.5 You shall retain the right not to act and shall not be liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, You, in your reasonable judgment, determine that such act might cause You to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should You, in your reasonable judgment, determine at any time that your acting under this Agreement has resulted in your being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline, then You shall have the right to resign on 10 days written notice to the Parent and VWE, provided (i) that your written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to your reasonable satisfaction within such 10 day period, then such resignation shall not be effective.

10.    Taxes

10.1 Parent shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including evaluation, reporting, remittance, filing, and issuance of tax slips, summaries and reports, except as is specifically delegated to You pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.

10.2 You shall process only such tax matters as have been specifically delegated to You pursuant to this Agreement or as may be agreed subsequently, and, in so doing, You do not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessarily incidental thereto, which shall remain the sole responsibility of Parent. You shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by You, directly or indirectly, from or on behalf of the VWE or Parent. It is agreed that any such direction must be supplied to You prior to processing any deposits of the VWE Shares.

11.    Termination

This Agreement will automatically terminate upon the earlier of (i) all Deposited Shares and Surplus Shares, if any, being distributed to the Registered Shareholders, along with any dividends accrued thereon or (ii) the date of the cancellation of the Deposited Shares and the Surplus Shares, if any, and the return of any dividends held thereon in accordance with Section 5.3 herein.

12.    General

12.1 In acting as depositary, TSX Trust:

12.2 This Agreement shall not be assigned by any of the parties hereto without the prior written consent of the other; provided, however that this Agreement may be assigned by Parent to an Affiliate. Any corporation succeeding to TSX Trust’s corporate trust and transfer agency business shall be the successor depositary hereunder without any further act on its part or any of the parties hereto.

12.3 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

12.4 Any inconsistency between this Agreement and the Transaction Agreement shall be resolved in favor of the Transaction Agreement, except with respect to the duties, liabilities and indemnifications of You as depositary which shall be resolved in favor of this Agreement.

12.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

12.6 This Agreement may be executed in any number of counterparts, and may be delivered by the transmission by facsimile or email of a pdf. Each counterpart, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

12.7 VWE and Parent, acknowledge and agree that the fees of TSX Trust and the terms of this Agreement are confidential information and as such VWE and Parent agree not to disclose any such fees to any third party, save and except for (i) to its professional advisors, held in confidence, or (ii) as required or compelled by law.

12.8 Time shall be of the essence of this Agreement.

Kindly indicate your acceptance of the terms of this letter by signing and returning to us the duplicate hereof, in which case this letter will form an agreement between us.

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Accepted and agreed to as of 7th day of June, 2021.

SCHEDULE “A”

Transaction Agreement

SCHEDULE “B”

LETTER OF TRANSMITTAL

SCHEDULE “C”

VWE SHARE REGISTER

See attached.

Exhibit 10.34(b)

SECURITY ESCROW AGENCY AGREEMENT

THIS AGREEMENT is made as of the 7^th day of June, 2021.

B E T W E E N:

TSX TRUST COMPANY, a trust company existing under the laws of Canada (the “Escrow Agent”),

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Bespoke Sponsor Capital LP, a Cayman Islands limited partnership (“Sponsor”),

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Vintage Wine Estates, Inc., a Nevada corporation (“Parent”),

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Vintage Wine Estates, Inc., a California corporation (the “Company” and, together with the Parent and Sponsor, sometimes referred to individually as a “Party” and collectively as the “Parties”)

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;

WHEREAS, in accordance with Section 1.2(b)(ii) of the Transaction Agreement, Parent shall deposit 1,000,002 common shares of Parent (the “Adjustment Escrow Shares”) into an escrow account (the “Escrow Account”) to be held in accordance with the terms of the Transaction Agreement and this Agreement;

WHEREAS, the Adjustment Escrow Shares shall be held in escrow by the Escrow Agent pursuant to the terms of this Agreement and the Transaction Agreement;

WHEREAS, Sponsor, Company, and Escrow Agent have entered into that certain Depositary Agreement of even date herewith (the “Depositary Agreement”) pursuant to which the Escrow Agent has established an account for the purpose of receiving common shares of Parent payable under the Transaction Agreement;

WHEREAS the foregoing statements of fact and recitals are made by the parties hereto other than the Escrow Agent;

AND WHEREAS the Escrow Agent is willing to act as the escrow agent hereunder and to hold, administer and distribute the securities deposited with it in accordance with the terms of this Agreement.

NOW THEREFORE in consideration of the foregoing and the representations, warranties, covenants and conditions contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties each intending to be legally bound, agree as follows:

ARTICLE 1

INTERPRETATION

The terms used herein shall have the following meanings:

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

No party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this section.

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ARTICLE TWO

ESCROW PROVISIONS

The Company, Parent, and Sponsor hereby appoint the Escrow Agent to serve as escrow agent and the Escrow Agent hereby agrees to act as escrow agent in accordance with the terms of this Agreement.

At the Effective Time, Parent shall deliver, or cause to be delivered the Adjustment Escrow Shares to the Escrow Agent, to be held in the Escrow Account. The Escrow Agent will hold the Adjustment Escrow Shares, together with any dividend or other distribution paid on such Adjustment Escrow Shares, as applicable (the “Escrow Dividends”), in escrow for the Company Shareholders or the Sponsor, as applicable, and will administer and disburse the Adjustment Escrow Shares and the Escrow Dividends, if any, in accordance with the terms of this Agreement.

The Escrow Agent shall have no liability or responsibility for any property until it is in fact received by the Escrow Agent.

The Escrow Agent will hold the Adjustment Escrow Shares as a book-entry position registered in the name of “TSX TRUST COMPANY, as Escrow Agent for the former shareholders of Vintage Wine Estates, Inc., a California corporation” until any such Adjustment Escrow Shares are to be (i) released and re-registered by the Escrow Agent to the Company Shareholders, or (ii) otherwise released and re-registered to Sponsor, in each case, in accordance with the terms of this Agreement and the Transaction Agreement. For the avoidance of doubt, no Adjustment Escrow Shares will be released to any Company Shareholder unless such Company Shareholder has previously submitted a Letter of Transmittal in accordance with the terms of the Depositary Agreement.

The parties hereby agree that the Adjustment Escrow Shares and the beneficial ownership of, or any interest in them shall not be sold, assigned, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise in any manner dealt with except as may be required by reason of the death or bankruptcy of any security holder, in which cases the Escrow Agent shall hold said Adjustment Escrow Shares subject to this agreement, for whatever person, firm or corporation shall be legally entitled to be or become the registered owner thereof, provided such person, firm or corporation shall agree to be bound by the terms of this agreement.

The Parties hereby direct the Escrow Agent to retain the Adjustment Escrow Shares and not to do or cause anything to be done to release the same from escrow or to allow any transfer, hypothecation or alienation thereof except in accordance with the terms of this Agreement.

When all or any portion of the Adjustment Escrow Shares are required to be released under the Transaction Agreement, Sponsor and Parent shall deliver joint written instructions to the Escrow Agent (a “Release Notice”), in accordance with Section 2.7(f) of the Transaction Agreement and as further detailed in Section 3.12 of this Agreement. The Parties agree that the Adjustment Escrow Shares shall not be subject to attachment by any creditor (including any creditor of any party to the Transaction Agreement).

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The Escrow Agent does not own or have any interest in the Adjustment Escrow Shares or any Escrow Dividends, but is serving as escrow holder, having only possession thereof and agreeing to hold and distribute the Adjustment Escrow Shares and any Escrow Dividends in accordance with the terms and conditions set forth herein.

Any Escrow Dividends shall be distributed to and held by the Escrow Agent, and shall be disbursed by the Escrow Agent together with and when the Adjustment Escrow Shares, on which such Escrow Dividend was distributed are released, to the Company Shareholders or the Sponsor, as applicable, in accordance with the terms of this Agreement and the Transaction Agreement. For the avoidance of doubt, any release or distribution of the Adjustment Escrow Shares in accordance with this Agreement shall also be understood to include a distribution of the Escrow Dividends, if any, with respect to such released Adjustment Escrow Shares.

Unless otherwise instructed in writing jointly by the Parties, the Escrow Agent shall hold the Escrow Dividends in a non interest-bearing bank account” with a Canadian Schedule 1 bank.

With respect to the Adjustment Escrow Shares, Sponsor shall hold all voting and economic rights with respect to such Adjustment Escrow Shares while such Adjustment Escrow Shares remain deposited with the Escrow Agent. For so long as such Adjustment Escrow Shares are held by the Escrow Agent, the Escrow Agent shall vote the Adjustment Escrow Shares solely as directed in writing by Sponsor and the Escrow Agent shall be fully protected hereunder in acting solely on the instruction of Sponsor. If Sponsor does not provide direction to the Escrow Agent with regards to voting the Adjustment Escrow Shares then such shares will not be voted.

No fractional common shares of the Parent will be issued pursuant to the Merger, and instead any such fractional share that would otherwise be issued will be rounded down to the nearest whole share.

ARTICLE THREE

RIGHTS AND DUTIES OF THE ESCROW AGENT

The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted excepting only direct loss caused by its own gross negligence, wilful misconduct, fraud or bad faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.

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The Escrow Agent may appoint such agents and employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties and determining its duties, obligations and rights hereunder and may pay reasonable remuneration for all services performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct on the part of any of them. The Parent shall pay or reimburse the Escrow Agent for any fees, expenses and disbursements of such counsel, advisors, agents or other experts.

(a) The Escrow Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any agent, counsel, accountant, engineer, appraiser or other expert or adviser, retained or employed by the parties hereto or the Escrow Agent, in relation to any matter arising in the performance of its duties under this Agreement.

(b) The Escrow Agent may act and rely, and shall be protected in acting and relying, upon any judgment, order, notice, demand, direction, instruction, certificate or other instrument, paper or document which may be submitted to it in connection with its duties hereunder and the directions incorporated therein and which is believed by the Escrow Agent to be genuine and signed or presented by the proper person(s), not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. The Escrow Agent shall in no way be bound to call for further evidence (whether as to due execution, validity or effectiveness, or the jurisdiction of any court, or as to the truth of any fact), and shall not be responsible for any loss that may be occasioned by its failing to do so. The Escrow Agent shall have the right not to act and shall not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment by the Escrow Agent.

(a) In addition to and without limiting any other protection of the Escrow Agent hereunder or otherwise by law, the Company, the Sponsor and the Parent, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and its officers, directors, employees and agents and former officers, directors, employees, and agents harmless from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed on, incurred by or asserted against the Escrow Agent, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Escrow Agent in connection with its acting as Escrow Agent hereunder unless arising from the gross negligence, wilful misconduct or bad faith on the part of the Escrow Agent. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of the Escrow Agent and the termination of this Agreement.

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(b) In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Adjustment Escrow Shares, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto or from a third person with respect to any matter arising pursuant to this Agreement which, in its opinion, are in conflict with any provision of this Agreement, it shall be entitled to refrain from taking any action authorized and directed hereunder, and in so doing, the Escrow Agent shall not be or become liable in any way to the parties hereto for its failure or refusal to comply with such claims or demands, until it shall be authorized or directed in writing by the parties hereto. None of the provisions contained in this Agreement or any supplement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers.

The Parent agrees to pay the Escrow Agent’s fees in advance, as agreed between the Escrow Agent and the Parent, for its services hereunder and shall pay or reimburse the Escrow Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in the administration of its duties hereunder (including, without limitation, legal fees and expenses and the reasonable compensation and disbursements of all other advisers, agents and assistants not regularly in its employ). The parties hereto agree that if the payment of any of the Escrow Agent’s fees, expenses and disbursements is in arrears then the Escrow Agent has the right to withhold the full or partial release of the Adjustment Escrow Shares. The parties hereto further agree that any residual fees or expenses incurred by the Escrow Agent after termination of the Agreement will be reimbursed by the Parent.

The Escrow Agent shall be protected in acting and relying upon any Release Notice, notice, request, waiver, consent, receipt, direction, instruction, affidavit or other paper, writing or document (collectively referred to as “Documents”) furnished to it and purporting to have been executed or issued by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

(a) Each party to this Agreement (in this paragraph referred to as a “representing party”), other than the Escrow Agent, hereby represents to the Escrow Agent that any account to be opened by, or interest to be held by, the Escrow Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party, or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Escrow Agent a declaration, in the Escrow Agent’s prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

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(b) The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Escrow Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the parties hereto provided: (i) that the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.

The Escrow Agent may resign and be discharged from all further duties and obligations hereunder by giving to the parties hereto thirty (30) days’ written notice or such shorter notice period as may be agreed between the parties hereto and the Escrow Agent. In the event of the Escrow Agent resigning, the Company and the Parent shall forthwith appoint a new escrow agent. Any new escrow agent appointed pursuant to the provisions of the section shall be a corporation authorized to carry on the business of an escrow agent in the Province of Ontario or in the United States of America. On any new appointment, the new escrow agent shall be vested with the same powers, rights, duties and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed. The Escrow Agent, upon receipt of payment for any outstanding amounts for its services and expenses then unpaid, shall transfer, deliver and pay over to such successor escrow agent, who shall be entitled to receive, all cash and property on deposit with such predecessor hereunder.

This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties hereto. Notwithstanding the foregoing, any corporation into or with which the Escrow Agent may be merged, consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred or any corporation resulting therefrom, or any corporation succeeding to the trust business of the Escrow Agent, shall be the successor to the Escrow Agent hereunder without any further act on the Escrow Agent’s part or any of the parties hereto.

No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into the agreement against the Escrow Agent, including any agreement referred to in this Agreement to which the Escrow Agent is not a party.

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(a) The Escrow Agent shall disburse the Adjustment Escrow Shares only in accordance with the Release Notice. Each such Release Notice shall set forth in reasonable detail the event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Adjustment Escrow Shares to be released and the party to whom they should be re-registered and delivered) and the Parent will direct in the Release Notice if any restrictive legends are to be placed onto the Adjustment Escrow Shares that are to be released.

(b) If the Adjustment Escrow Shares are to be released to the Company Shareholders (as opposed to a release to Sponsor), the specified number of Adjustment Escrow Shares (and the applicable portion of the Escrow Dividends) shall be released to the Company Shareholders pursuant to the terms of this Agreement and such Release Notice directing disbursement shall provide the detail necessary for delivery of the Adjustment Escrow Shares (and the applicable portion of the Escrow Dividends) to the Company Shareholders by the Escrow Agent, including such Company Shareholder’s pro-rata share of the Adjustment Escrow Shares, without further action by the Parties.

(c) If the Transaction Agreement requires that all or any portion of the Adjustment Escrow Shares are to be released to Sponsor, then the Release Notice shall specify the number of Adjustment Escrow Shares to be released and re-registered to Sponsor (and the applicable portion of the Escrow Dividends).

(d) During the period from the date of this Agreement until the date upon which all of the Adjustment Escrow Shares have been released, Sponsor, Parent, and/or Company, as applicable and pursuant to Section 2.7(f) of the Transaction Agreement, agree to promptly and jointly issue all applicable Release Notices pursuant to the terms of Section 2.7(f) of the Transaction Agreement (and in accordance with Section 3.12 of this Agreement). For the avoidance of doubt, in the event of a conflict between the terms of this Agreement and the Transaction Agreement, then, as between Sponsor, Parent, and the Company, the terms of the Transaction Agreement shall control and the aforementioned parties shall use reasonable best efforts to effect an amendment to this Agreement (including to Section 3.13 below).

(e) Within three (3) Business Days following the receipt of any Release Notice and subject to the receipt of required documentation for compliance with applicable anti-money laundering requirements and any other documents required to complete the releases, the Escrow Agent shall release, re-register and deliver, (i) if to the Company Shareholders, to the Company Shareholders pursuant to the delivery instructions contained in such Release Notice for each Company Shareholder, a direct registration system advice representing such Company Shareholder’s pro-rata share of the Adjustment Escrow Shares and (ii) if to the Sponsor, as designated in the applicable Release Notice, a direct registration system advice representing the number of Adjustment Escrow Shares set forth in such Release Notice.

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The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Adjustment Escrow Shares as follows:

(a) Disbursement. The Escrow Agent shall disburse the Adjustment Escrow Shares and Escrow Dividends in accordance with the terms of this Agreement.

(b) Escrow Termination Date. Subject to the provisions of Section 3.4, this Agreement shall terminate after all of the Adjustment Escrow Shares and Escrow Dividends have been released from the Escrow Account.

(c) Records. The Escrow Agent shall keep proper books of record and account in which full and correct entries shall be made of all release activity in the Escrow Account.

ARTICLE FOUR

GENERAL

Any notice, demand or other communication shall be in writing addressed as follows:

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and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or transmitted by other electronic means, on the next Business Day following the date of transmission.

The Company, the Escrow Agent or the Sponsor, as the case may be, may from time to time notify the other parties in the manner provided in this Article of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Company or the Escrow Agent or the Security Holder, as the case may be, for all purposes of this agreement.

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees any notice to be given to the Escrow Agent or the Company or the Security Holder hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered, or sent by email or facsimile transmission

4.2 Representation.

Each party represents that it has the power and authority to enter into and perform its obligations under this Agreement, that the person or persons signing this Agreement on behalf of the named party are properly authorized and empowered to sign it and that the Agreement is valid and binding on the party and enforceable against the party in accordance with its terms.

4.3 Severability.

If any provision of this Agreement or portion thereof or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable: (a) the remainder of this Agreement or the application of such provision or portion thereof to any other person or circumstance shall not be affected thereby; and (b) the parties will negotiate in good faith to amend this Agreement to implement the intentions set forth in this Agreement. Each provision of this Agreement shall be legal, valid and enforceable to the fullest extent permitted by law.

4.4 [Intentionally Omitted].

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4.5 Amendment.

No provision of this Agreement shall be deemed waived, amended or modified by any party unless such waiver, amendment or modification is in writing and signed by the parties hereto.

4.6 Counterparts.

This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission or in PDF format delivered by email. Each counterpart, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4.7 Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as may be otherwise specifically provided herein, no assignment shall be made of this Agreement without the prior written consent of the parties hereto.

4.8 Governing Law.

This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and any actions, proceedings, claims or disputes regarding it shall be resolved by the courts in that province.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above by their duly authorized signing officers.

Exhibit 10.37(b)

Execution Version

JOINDER AGREEMENT

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”).

RECITALS

WHEREAS, Existing Borrowers, the Lenders, and the Agent are parties to that certain Amended and Restated Loan and Security Agreement, dated as of April 13, 2021 (the “Loan Agreement”).

WHEREAS, Borrower Agent, resulting from effectuating the transactions described in the S4 filed with the US Securities & Exchange Commission (the “SEC”) on May 7, 2021, has become the wholly-owned subsidiary of Holdings.

WHEREAS, Existing Borrowers have requested that Agent (with the consent of the Required Lenders) permit Holdings to be added as a Guarantor and an Obligor under the Loan Agreement, and, subject to the terms and conditions set forth herein, Agent (with the consent of the Required Lenders) has agreed to permit such addition.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:

1. DEFINITIONS. All terms which are defined in the Loan Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Agreement, in which case, the definition contained herein shall govern.

2. JOINDER AND ACQUISITION COVENANTS.

2.1 Holdings hereby agrees as follows in favor of the Agent and the Lenders:

A. Effective as of the date hereof, by its execution of this Agreement, Holdings hereby agrees to become an Obligor and to be subject to all of the representations, warranties, affirmative covenants and negative covenants that are applicable to each Borrower under the Loan Agreement, as well as each other Loan Document, to the same extent as would be applicable if Holdings were a Borrower under the Loan Agreement and other Loan Documents. Holdings agrees that as a Guarantor it shall be liable to Lenders for all Obligations. Without limiting the generality of the foregoing or the terms of the Loan Agreement, Holdings hereby acknowledges and agrees that pursuant to it Guaranty, Holdings shall guaranty the prompt payment and performance of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by accelerations, or otherwise) strictly in accordance with the terms thereof.

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B. In furtherance but without limitation of the foregoing, Holdings specifically acknowledges its grant to Agent for the benefit of itself and the Secured Parties, as security for its guaranty of the payment and performance of all of the Obligations, of a security interest in all of its assets that would be included in the term Collateral if Holdings were included in the original Borrowers under the Loan Agreement, provided that no security interest shall be granted in Excluded Assets. To facilitate the foregoing grant of a security interest, Holdings agrees to execute (and, if required by Agent, acknowledge) and deliver to Agent such instruments and agreements as Agent may require in connection herewith, including without limitation collateral assignments, endorsements, and other, related documents, as Agent may reasonably request to give effect to this joinder of Holdings as an Obligor.

3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. This Amendment shall be effective only upon satisfaction in full of the following conditions precedent:

3.1 Agent shall have received counterparts to this Joinder, duly executed by the Existing Borrowers and the Holdings.

3.2 Agent shall have received from the Holdings, public officials’ certifications; organizational documents; customary evidence of authorization to enter into the Loan Documents in respect of the Obligations; and good standing certificates in jurisdictions of formation/organization.

4. REPRESENTATIONS AND WARRANTIES. Each of the Existing Borrowers hereby affirm to Agent and the Lenders that all of Existing Borrowers’ representations and warranties set forth in the Loan Agreement are true and correct in all material respects (or all respects if already qualified by materiality) as of the date hereof (except for any representations and warranties that expressly relate to an earlier date).

5. LIMITED EFFECT. Except as specifically set forth in this Agreement, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect.

6. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without giving effect to any conflict of law principles (but giving effect to Federal laws relating to national banks).

7. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment.

[Signatures are on the following pages]

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IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.

Joinder Agreement re Vintage Wine Estates, Inc., a Nevada corporation

Joinder Agreement re Vintage Wine Estates, Inc., a Nevada corporation

Joinder Agreement re Vintage Wine Estates, Inc., a Nevada corporation

Exhibit 10.37(c)

CONTINUING GUARANTY

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:

R E C I T A L S:

WHEREAS, pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 13, 2021, among VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each other Subsidiary of Borrower Agent party to the Loan Agreement referenced below, as amended, together with 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”) (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), Agent and the Lenders have provided, and shall continue to provide, certain financial accommodations to Borrowers;

WHEREAS, pursuant to that certain Joinder Agreement (“Joinder Agreement”) dated as of even date herewith by and among Guarantor, Borrower Agent and each Borrower, Agent and the Lender, Guarantor shall become “Holdings” under the Loan Agreement as of the date hereof.

WHEREAS, the Guarantor acknowledges that it is an integral part of a consolidated enterprise and that it will receive direct and indirect benefits from the availability of the credit facility provided for in the Loan Agreement, from the making of the Loans by the Lenders and from the issuance of the Letters of Credit by the Issuing Bank;

WHEREAS, in order to induce Agent and Lenders to enter into the Joinder Agreement, and to continue to provide financial accommodations to Borrowers pursuant to the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), Guarantor has agreed to guaranty the Obligations (as defined in the Loan Agreement);

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

1. Definitions. Any capitalized term not otherwise defined in this Guaranty shall have the meaning given to the term in the Loan Documents.

2. Guaranty. Guarantor guarantees to Agent and Lenders the timely (whether as scheduled or upon acceleration) payment when due and performance of the Obligations, whenever and however they may arise (the “Guaranteed Obligations”). If Borrowers fail to pay or perform any of the Guaranteed Obligations, Guarantor will immediately pay or perform such Guaranteed Obligation.

3. Agent’s and Lenders’ Direct Rights.

3.1 Guaranty of Payment. This is a guaranty of payment and performance and is not a guaranty of collection.

3.2 Direct Rights Against Guarantor. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), Agent may, and at the direction of the Required Lenders shall, enforce its rights under this Guaranty without first seeking to obtain payment or performance from or without resorting to: (i) Guarantor (the undersigned), meaning that Agent may delay, in Agent’s or Required Lenders’ sole and complete discretion, in the exercise of rights against Guarantor; (ii) Borrowers; (iii) any other guarantor; (iv) any Collateral Agent may hold for the Guaranteed Obligations; or (v) any other remedy or right that Agent or Lenders may have.

3.3 Borrowers’ Bankruptcy. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), Agent, for the benefit of the Lenders, may immediately pursue its rights under this Guaranty, even though Agent and Lenders may be stayed from accelerating or collecting the Guaranteed Obligations from Borrowers.

3.4 Waiver of Priority of Collection. Guarantor waives any rights Guarantor may have to require Agent or Lenders to proceed against the Borrowers or to pursue any other remedy in Agent’s or Lenders’ power which Guarantor cannot pursue and which would reduce Guarantor’s burden. In addition, Guarantor waives Guarantor’s right to benefit from every security which now or hereafter exists for the performance of the Guaranteed Obligations or for the performance of any other guarantor’s obligations owing to Agent or Lenders. If Agent decides to proceed first to exercise any other remedy or right, or to proceed against another Person or any Collateral, Agent retains all of Agent’s rights under this Guaranty.

4. Continuing Guaranty and Revocation. This Guaranty guarantees the Guaranteed Obligations, including Borrowers’ existing Obligations under the Loan Documents, as well as all future advances made under the Loan Documents. This Guaranty also guarantees Borrowers’ future liability under successive transactions which either continue the Guaranteed Obligations or from time to time renew some or all of them after having been satisfied, and to that extent is a continuing guaranty of the Guaranteed Obligations. Guarantor may not terminate or revoke this Guaranty until: (i) Full Payment of the Obligations, and (ii) all of the Loan Documents are no longer in effect. Guarantor irrevocably waives any right Guarantor has, including any rights under California Civil Code Section 2815, to terminate or revoke the continuing nature of this Guaranty and its application to any Guaranteed Obligations arising after any attempt to terminate this Guaranty.

5. No Notice Required. Guarantor will not be released or exonerated from Guarantor’s obligations under this Guaranty if Guarantor is not notified by Agent or the Lenders of these events: (i) Borrowers’ failure to pay timely any amount owed under any of the Loan Documents or to pay or perform any of the other Guaranteed Obligations; (ii) Borrowers’ failure to perform any other obligation under any of the Loan Documents; (iii) any adverse change in Borrowers’ financial condition of business; (iv) Agent’s acceptance of this Guaranty; or (v) any other notices to which Guarantor might be entitled.

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6. Guarantor’s Additional Waivers. Guarantor waives any right Guarantor may have to require any of the following acts: demand; presentment; diligence; protest; notice of dishonor; and any other notice to which Guarantor may be entitled.

7. No Release of Guarantor. Agent and Lenders may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of Guarantor’s obligations under this Guaranty and without notifying Guarantor of any of the following: (i) renew, extend, rearrange, alter, impair, suspend or otherwise modify any of the other Loan Documents, any of the Guaranteed Obligations or any of the rights or remedies of Agent or Lenders under the Loan Documents; (ii) release Borrowers or any other guarantor from any of the Guaranteed Obligations; (iii) sell, release, subordinate, impair, suspend, waive or otherwise fail to obtain, perfect or realize upon (or continue the perfection of) a security interest in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations; (iv) exercise Agent’s or Lenders’ rights in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations in any order that Agent or a Lender may elect in its sole discretion; (v) advance additional funds to or for the benefit of Borrowers; (vi) foreclose on any Collateral for the Guaranteed Obligations, or any portion thereof (including any Collateral provided under a deed of trust) or a guaranty of the Guaranteed Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Borrowers or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty (in this connection, Guarantor waives any rights and defenses arising out of an election of remedies by Agent or Lenders (other than a defense of payment), even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation or any other guaranty, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrowers or any other guarantor by operation of law and, in addition, Guarantor waives any defenses arising under Uniform Commercial Code Sections 1103 and 9601 et seq.); (vii) permit or suffer the impairment of any of the Guaranteed Obligations in a case under the Bankruptcy Code by or against Borrowers; (viii) make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Borrowers; (ix) permit or suffer the creation of secured or unsecured credit or debt under Bankruptcy Code Section 364 in a case by or against Borrowers; (x) permit or suffer the disallowance, avoidance or subordination of any of the Guaranteed Obligations or Collateral for any of the Guaranteed Obligations; (xi) fail to exercise any right or remedy Agent or Lenders may have with respect to the payment or performance of, any of the Loan Documents or any of the Guaranteed Obligations; or (xii) fail to obtain a guaranty, other assurance of payment, or credit enhancement from any other person.

Without limiting any of the foregoing, Guarantor waives (i) all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement against any Borrower, any other guarantor or any other Person by the operation of Section 580d of the California Code of Civil Procedure, any comparable statute, or otherwise, and (ii) all rights and defenses that Guarantor may have because the Guaranteed Obligations are or become secured by Real Estate, which means, among other things: (a) Agent and Lenders may collect from Guarantor without first foreclosing on any Real Estate Collateral or personal property Collateral pledged by any Borrower or any guarantor and (b) if Agent or any Lender forecloses on any Real Estate pledged by any Borrower

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or any guarantor: (I) the amount of the Guaranteed Obligations may be reduced only by the price for which such Real Estate is sold at the foreclosure sale, even if such Real Estate is worth more than the sale price; and (II) Agent and Lenders may collect from Guarantor even if Agent or Lenders, by foreclosing on such Real Estate, have destroyed any right Guarantor may have to collect from the Borrowers or any other guarantor. The foregoing is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Obligations are secured by Real Estate. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or any comparable statutes. As provided in Section 11.6, this Guaranty shall be governed by, and construed in accordance with, the laws of the state of New York. The foregoing provisions are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

8. Waiver of Subrogation, Reimbursement, Performance and Indemnification. Unless and until Full Payment of the Guaranteed Obligations, Guarantor waives and shall not seek to exercise any of the following rights that Guarantor may have against Borrowers, any other guarantor, or any Collateral provided by Borrowers or any other guarantor, for any amounts paid by Guarantor, or acts performed by Guarantor under this Guaranty: (i) all rights that Guarantor may have, upon satisfying the Guaranteed Obligations, or any portion thereof, to enforce any remedies which Agent or Lenders then have against Borrowers and to require any other guarantor to contribute to the amount paid by Guarantor in connection with this Guaranty (including, without limitation, any right of subrogation, whether contractual, under Section 509 of the Bankruptcy Code, other similar insolvency laws or arrangements, or otherwise); (ii) all rights that Guarantor may have to the benefit of any security for the performance of the Guaranteed Obligations or the performance by any other guarantor of the Guaranteed Obligations; (iii) all rights of reimbursement from Borrowers for the amounts paid by Guarantor in connection with the Guaranteed Obligations (including costs and expenses); (iv) any right to compel a Borrower or any other guarantor to perform the Guaranteed Obligations when due; or (v) all rights of indemnification from Borrowers, any other guarantor or any other third party. Guarantor irrevocably waives and releases Borrowers from all “claims” (as defined in Section 101(4) of the Bankruptcy Code) to which Guarantor is or would be entitled by virtue of this Guaranty of the Guaranteed Obligations or the payment of all or a portion of the Guaranteed Obligations by Guarantor pursuant to this Guaranty.

The provisions of this Section 8 shall remain in full force and effect and Guarantor shall not exercise any of the rights set forth in this Section 8 until all of the Loan Documents have been terminated or expired by their terms and Full Payment has been made of all Guaranteed Obligations.

9. Subordination of Debt. Guarantor acknowledges that any and all present and future Debt of any Borrower owing to Guarantor is subordinated pursuant to the terms and conditions of the Intercompany Subordination Agreement (as defined in the Loan Agreement) until: (i) Full Payment of the Obligations, and (ii) all of the Loan Documents are no longer in effect.

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10. Default. Upon the occurrence and continuance of an Event of Default under the Loan Agreement which is not timely cured during any applicable cure period, Agent may, without notice to Borrowers or Guarantor, declare any or all of the Guaranteed Obligations, whether or not then due, immediately due and payable by Guarantor under this Guaranty, and Agent shall be entitled to enforce the obligations of Guarantor hereunder.

11. Miscellaneous.

11.1 Revival of Debt. Notwithstanding any revocation of this Guaranty, Guarantor’s obligations under this Guaranty shall include (and shall be increased by) the amount returned by Agent or Lenders which was previously paid by Borrowers or any other guarantor of any of the Guaranteed Obligations prior to the effectiveness of such revocation because of the application of the Bankruptcy Code, any fraudulent transfer law, or any law respecting preferences.

11.2 Effect of Compliance. Guarantor’s compliance with any of the provisions of this Guaranty will not reduce or affect in any manner the liability of Guarantor under any of the other provisions of this Guaranty.

11.3 No Marshalling. Agent and Lenders have no obligation to marshall any assets in favor of Guarantor, or against or in payment of: (i) any of the Guaranteed Obligations, or (ii) any other obligation owed to Agent or Lenders by Guarantor, Borrowers, or any other Person.

11.4 Fees and Costs. In the event of any dispute between Guarantor and Agent under this Guaranty, the prevailing party shall be entitled to recover all of its reasonable documented fees and reasonable documented out-of-pocket costs incurred in enforcing this Guaranty, including its reasonable documented out-of-pocket attorneys’ fees (including without limitation any reasonable documented out-of-pocket attorneys fees’ incurred in connection with any probate claim, bankruptcy claim, and complaint for relief from any stay under the Bankruptcy Code or otherwise).

11.5 Assignment. Guarantor may not assign Guarantor’s obligations or liabilities under this Guaranty. Subject to the preceding sentence, this Guaranty shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns. Agent and Lenders may assign their rights under this Guaranty.

11.6 Applicable Law; Consent to Forum. THE LAWS OF THE STATE OF CALIFORNIA WILL APPLY TO THE INTERPRETATION AND ENFORCEMENT OF THIS GUARANTY (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER LOS ANGELES, CALIFORNIA, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO THIS GUARANTY, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY

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HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1 OF THE LOAN AGREEMENT. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Guarantor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Guaranty shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

11.7 Integration. This Guaranty is the entire agreement of Guarantor with respect to the subject matter of this Guaranty and supersedes all prior understandings and agreements among the parties relating to the subject matter hereof.

11.8 Rights Cumulative. All of Agent and Lenders’ rights under this Guaranty are cumulative. The exercise of any one right does not exclude the exercise of any other right given in this Guaranty or any other right of Agent or Lenders not set forth in this Guaranty.

11.9 Rules of Construction. Section 1.4 of the Loan Agreement will apply hereto.

11.10 Severability. If any provision of this Guaranty is unenforceable, or otherwise invalid, the remaining provisions of this Guaranty shall be enforced to the fullest possible extent.

11.11 Notices. Any notice given in connection with this Guaranty shall be in writing addressed to the respective party at its address set forth below its signature on the signature pages of this Guaranty and may be personally served, telecopied or sent by overnight courier service or United States certified mail, postage prepaid; provided, however, that any notice of revocation of this Guaranty may only be sent by United States certified mail, postage prepaid. Notices shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if confirmed and if transmitted on a Business Day before 4:00 p.m. (Los Angeles time) or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, two days after delivery to such courier properly addressed; or (d) if by United States certified mail, five Business Days after depositing in the United States mail, with postage prepaid and properly addressed. The address for notices may be changes by delivering written notice of such change in accordance with this Section.

11.12 Headings; Number; Gender. Section headings used in this Guaranty are for convenience only. They are not a part of this Guaranty and shall not be used in construing this Guaranty. Wherever appropriate in this Guaranty, the singular shall be deemed to also refer to the plural, and the plural to the singular.

11.13 Review of Documents. Guarantor has been presented with, and has had reasonable opportunity to review, each and every Loan Document.

11.14 Counterparts. This Guaranty may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall be deemed one and the same agreement. Delivery of a signature page by telecopy or other electronic means shall be as effective as delivery of a manually executed counterpart of such agreement.

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12. Acknowledgment of Waivers and Loss of Defenses.

12.1 Guarantor acknowledges that certain provisions of this Guaranty operate as waivers of rights that Guarantor would otherwise have under Applicable Law. Other provisions permit Agent to take actions that Agent would otherwise not have a right to take, to fail to take actions that Agent would otherwise have an obligation to take, or to take actions that may prejudice Guarantor’s rights and obligations under this Guaranty and against the Borrowers. In the absence of these provisions Guarantor might have defenses against Guarantor’s obligations under this Guaranty. These defenses might permit Guarantor to avoid some or all of Guarantor’s obligations under this Guaranty.

12.2 Guarantor intends by the waivers and other provisions of this Guaranty, including the acknowledgement set forth in this Section, to be liable to the greatest extent permitted by law for all of the Guaranteed Obligations. Guarantor intends to have this liability even if the terms of the Loan Documents change or if Guarantor does not have any rights against Borrowers.

13. Judicial Reference Provision. With the exception of the items specified below, any controversy, dispute or claim between the parties relating to this Agreement or any other document, instrument or transaction between the parties (each, a Claim), will be resolved by a reference proceeding in California pursuant to Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to reference. Venue for the reference will be subject to Section 11.6 above. The following matters shall not be subject to reference: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including without limitation set-off), (iii) appointment of a receiver, and (iv) temporary, provisional or ancillary remedies (including without limitation writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). The exercise of, or opposition to, any of the above does not waive the right to a reference hereunder.

The referee shall be selected by agreement of the parties. If the parties do not agree, upon request of any party a referee shall be selected by the Presiding Judge of the Court. The referee shall determine all issues in accordance with existing case law and statutory law of the State of California, including without limitation the rules of evidence applicable to proceedings at law. The referee is empowered to enter equitable and legal relief, and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision, and pursuant to CCP §644 the referee’s decision shall be entered by the Court as a judgment or order in the same manner as if tried by the Court. The final judgment or order from any decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial if granted, will be a reference hereunder. AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, EACH PARTY AGREES THAT ALL CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT A JURY.

[Signature page(s) to follow]

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.

Continuing Guaranty – VWE Nevada

Agent hereby accepts this Guaranty as of the date first above written.

Continuing Guaranty – VWE Nevada