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OFFON

BESPOKE CAPITAL ACQUISITION CORP.

(BKCQF)
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VINTAGE WINE ESTATES, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Results of Operations and Financial Condition, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Other (form 8-K)

06/11/2021 | 05:09pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

Investor Rights Agreement

In connection with the consummation of the transactions, the Roney Investors, the Rudd Investors, the Sebastiani Investors and the Sponsor (collectively, the "Major Investors") and certain other holders of VWE capital stock entered into an investor rights agreement dated June 7, 2021 (the "Investor Rights Agreement"), which provides for, among other things, voting agreements, resale restrictions and registration rights, and possible redemption of shares of the Company's common stock relating to the PPP Note and downward Merger Consideration adjustments in excess of the Adjustment Escrow Deposit. The Sponsor and the VWE investors party to the Investor Rights Agreement (collectively, the "Specified Investors") thereby agreed to act in concert with respect to voting their shares of the Company's common stock. Such agreement covers voting with respect to the election of directors and, for the Major Investors, voting with respect to other matters. Subject to its terms, the Investor Rights Agreement and the rights set out therein with respect to the election of directors may extend until the 2028 annual meeting of shareholders of the Company.

Upon the closing of the transactions, the Specified Investors beneficially own approximately 48.7% of the Company's common stock. As a result, the Company is not a "controlled company" within the meaning of the Nasdaq corporate governance standards. Nevertheless, the Specified Investors will have significant influence in determining the outcome of matters requiring shareholder approval as well as the election of directors due to the Investor Rights Agreement, the rights set out therein and the relative ownership of the Company's common stock by the Specified Investors.




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The material terms of the Investor Rights Agreement are described in the Prospectus in the section titled "Other Agreements-Investor Rights Agreement", which section is incorporated herein by reference. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investor Rights Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.


Amended and Restated Voting Agreement
. . .


Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note is incorporated into this Item 2.01 by reference.


                              FORM 10 INFORMATION

Forward-Looking Statements

This Current Report on Form 8-K, and some of the information incorporated herein by reference, includes forward-looking statements regarding, among other things, the plans, strategies, prospects, market position and results, both business and financial, of the Company. Forward-looking statements are all statements other than those of historical fact, including statements concerning possible or assumed future actions, business strategies, events or results of operations. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that the Company will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. These statements may be preceded by, followed by or include the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "possible," "potential," "pro forma," "project," "scheduled," "seek," "should," "will," "would" or similar expressions. Forward-looking statements contained in this Current Report on Form 8-K may include, but are not limited to, statements relating to:



     •    the combined company's ability to realize the benefits expected from the
          merger;




     •    changes in the market for the Company's products and services and the
          combined company's ability to compete successfully within its industry;




  •   growth plans, projected costs, strategies and opportunities;




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  •   the impact of the COVID-19 pandemic on the Company's business;




     •    the effect of economic conditions on the industries and markets in which
          the Company operates, including financial market conditions, fluctuations
          in prices, interest rates and market demand;
. . .

Item 2.02. Results of Operations and Financial Condition.

On June 11, 2021, the Company issued a press release announcing its financial results for the third fiscal quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.5 hereto and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note with respect to the PIPE Investment is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On June 4, 2021, BCAC changed its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada. We refer to the Company prior to the domestication as "BCAC" and following the domestication as "New VWE Holdco." As part of the transactions, merger sub merged with and into VWE with VWE surviving the merger as a wholly owned subsidiary of BCAC (the merger) and BCAC changed its name to Vintage Wine Estates, Inc. and adopted the articles of incorporation and bylaws attached hereto as Exhibits 3.1 and 3.2, respectively.

The Company's common stock is listed for trading on Nasdaq under the symbol "VWE." The Company's common stock and warrants are listed on the TSX under the symbols "VWE.U" and "VWE.WT.U," respectively. Upon consummation of the transactions, the CUSIP number relating to the Company's common stock changed to 92747V 106 and the CUSIP number relating to the Company's warrants changed to 92747V 114.




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New Charter and Bylaws

Upon the consummation of the transactions, rights of shareholders of the Company are no longer governed by BCAC's articles or by VWE's articles and bylaws, and are instead governed by the Company's articles of incorporation and bylaws, which, among other things:

(a) change the Company's name to Vintage Wine Estates, Inc.;

(b) authorize the Company to issue up to (i) 200,000,000 shares of common stock, no par value per share, and (ii) 2,000,000 shares of preferred stock, no par value per share;

(c) prohibit cumulative voting;

(d) designate the Second Judicial District Court of Washoe County, Nevada as the exclusive forum for any derivative action or proceeding brought on behalf of the Company, subject to certain limitations; and

(e) include other differences from the BCAC articles and the VWE articles and bylaws detailed under the section titled "Comparison of Shareholders' Rights" beginning on page 279 of the Prospectus and incorporated herein by reference.

This summary is qualified in its entirety by reference to the text of the Company's articles of incorporation and bylaws, which are included as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.

Item 4.01. Change in Registrant's Certifying Accountant.

On June 4, 2021, the board of directors of BCAC approved the engagement of Moss Adams LLP ("Moss Adams"), effective on the Closing Date, as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended June 30, 2021. Accordingly, RSM US, LLP ("RSM"), BCAC's independent registered public accounting firm prior to the transactions, was informed that it would be replaced by Moss Adams as the Company's independent registered public accounting firm, effective on the Closing Date.

The report of RSM on BCAC's balance sheets as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficiency) and cash flows for the year ended December 31, 2020 and for the period from July 8, 2019 (date of incorporation) through December 31, 2019, and the related notes to the financial statements, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except for the following.

The report of RSM on BCAC's balance sheets as of December 31, 2020 and 2019, the related statements of operations, stockholders' equity (deficiency) and cash flows for the year ended December 31, 2020 and for the period from July 8, 2019 (date of incorporation) through December 31, 2019 contained a separate paragraph stating that "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's mandatory liquidation and subsequent dissolution if it does not complete a business combination by May 15, 2021 raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty."

During the period from July 8, 2019 (inception) to March 31, 2021, there were no disagreements between BCAC and RSM on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of the disagreements in its reports on BCAC's financial statements.

During the period from July 8, 2019 (inception) to March 31, 2021, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

The Company has provided RSM with a copy of the foregoing disclosures and has requested that RSM furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above and, if not, stating the respects in which it does not agree. A copy of RSM's letter, dated June 11, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.




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Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note is incorporated into this Item 5.01 by reference.

The Roney Representative who holds authority under and pursuant to the Investor Rights Agreement is Patrick Roney so long as he is alive and not incapacitated. Control of the Company could change upon his death or incapacity. See the Prospectus section titled "New VWE Holdco Management and Governance After the Transactions - Controlled Company Exemption" for further details.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Board and Management Changes

Upon the consummation of the transactions, Peter Caldini, Geoffrey Parkin and Ian Starkey resigned as directors of BCAC, and Mark Harms and Maja Spalevic resigned as executive officers of BCAC. Paul Walsh, Mark Harms, Robert Berner and Timothy Proctor remained on the board of the Company. Patrick Roney, Candice Koederitz, Jon Moramarco, Lisa Schnorr and Jonathan Sebastiani were also appointed as directors of the Company, joining Messrs. Walsh, Harms, Berner and Proctor on the Company's board. Mr. Walsh was appointed Chairman of the board. Directors will be elected annually to serve one-year terms, except when nominated to fill vacancies.

Upon the consummation of the transactions, the Company established three board committees: the audit committee, the compensation committee, and the nominating and governance committee. Candice Koederitz, Jon Moramarco and Lisa Schnorr were appointed to serve on the Company's audit committee, with Ms. Schnorr serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Robert Berner and Timothy Proctor were appointed to serve on the Company's compensation committee, with Mr. Berner serving as the chair. Paul Walsh and Jonathan Sebastiani were appointed to serve on the Company's nominating and governance committee, with Mr. Walsh serving as the chair. All members of each such committee as constituted immediately after the transactions are independent as defined by Nasdaq listing rules.

The non-employee directors of the Company will receive varying levels of compensation for their services as directors and members of board committees. Compensation payable per year for service will be as follows: Except for Paul Walsh, the Chairman of the board of directors, each non-executive director will receive $150,000 in total, composed of $75,000 in cash and $75,000 in restricted stock (based on the variable weighted average market price for the Company's common stock as measured at the close of the first 30 trading days of the fiscal year). The Chairman will receive $300,000 in total, composed of $150,000 in cash and $150,000 in restricted stock. The chairs of the audit committee, the compensation committee and the nominating and governance committee will receive additional cash payments of $20,000, $15,000 and $10,000, respectively. The restricted stock grants will vest one year after date of grant and the stock shall not be resold for at least 18 months following the closing of the merger. Compensation that deviates from these rules may be paid in the event of resignations, vacancies and other situations resulting in service for a partial fiscal year. As permitted by SEC and Nasdaq rules, directors of the Company who are not audit committee members may be paid additional fees and other compensation for services to the Company on special projects and other matters distinct from service on the board or as a member of one or more of the board's standing committees. The compensation payable to non-employee directors, like compensation payable to employees, may be revised from time to time by the compensation committee of the board of directors.

Additionally, upon consummation of the transactions, Patrick Roney was appointed as the Company's Chief Executive Officer; Terry Wheatley was appointed as . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.


The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference. In connection with the consummation of the transactions, the Company changed its fiscal year end from December 31 to June 30.

Item 5.06. Change in Shell Company Status.

As a result of the transactions, which fulfilled the definition of a "qualifying transaction" as required by BCAC's organizational documents, the Company ceased to be a shell company upon the consummation of the transactions. The material terms of the transactions are described in the sections titled "The Merger" and "The Transaction Agreement" beginning on page 224 and page 241, respectively, of the Prospectus, and are incorporated herein by reference.

Item 8.01. Other Events.

The Company announced the completion of the transactions under the transaction agreement in a press release issued on June 7, 2021. A copy of that press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

The Company's common stock is listed for trading on The Nasdaq Global Market under the symbol "VWE" and the common stock and warrants are listed on the TSX under the symbols "VWE.U" and "VWE.WT.U", respectively. Upon consummation of the transactions, the CUSIP number relating to the Company's common stock changed to 92747V 106 and the CUSIP number relating to the Company's warrants changed to 92747V 114.

As a result of the consummation of the transactions contemplated by the transaction agreement, the Company is no longer a "foreign private issuer" as that term is defined under applicable U.S. federal securities laws. Accordingly, the Company will make required filings on U.S. domestic forms under the Securities Exchange Act of 1934 and will comply with the corporate governance requirements of Nasdaq.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The consolidated financial statements of Vintage Wine Estates, Inc. a California corporation, as of June 30, 2020 and 2019 and December 31, 2018 and 2017, and for the year ended June 20, 2020, six months ended June 30, 2019, and years ended December 31, 2018 and 2017, and the related notes, and the report of independent registered public accounting firm with respect thereto are set forth in the Prospectus beginning on page F-21 and are incorporated herein by reference.

The consolidated financial statements of Bespoke Capital Acquisition Corp. as of December 31, 2020 and 2019 and for the period from July 8, 2019 (date of inception) through December 31, 2019 and the year ended December 31, 2020, and the related notes, and the report of independent registered public accounting firm with respect thereto are set forth in the Prospectus beginning on page F-2 and are incorporated herein by reference.




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The unaudited condensed consolidated financial statements of the Company as of March 31, 2021 and for the three and nine months ended March 31, 2021 and 2020, and the related notes, are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.



  (b) Pro forma financial information.

Certain unaudited pro forma condensed combined financial information of the Company is attached hereto as Exhibit 99.3 and is incorporated herein by reference.




  (d) Exhibits.




Exhibit
Number      Description

 2.1†         Transaction Agreement dated February 3, 2021, together with
            Amendment to Transaction Agreement dated April  19, 2021, among
            Bespoke Capital Acquisition Corp., Vintage Wine Estates, Inc., a
            California corporation, VWE Acquisition Sub Inc., Bespoke Sponsor
            Capital LP (solely for the limited purposes set forth therein), and
            Darrell D. Swank (solely in the capacity of Seller Representative)
            (incorporated by reference to Annex A to the Consent Solicitation
            Statement of Vintage Wine Estates, Inc., a California corporation, and
            Prospectus of Bespoke Capital Acquisition Corp., filed by Bespoke
            Capital Acquisition Corp. pursuant to Rule 424(b)(3) on May 6,
            2021  ).*†

 3.1          Articles of Incorporation of Vintage Wine Estates, Inc., a Nevada
            corporation.

 3.2          Bylaws of Incorporation of Vintage Wine Estates,  Inc., a Nevada
            corporation (incorporated by reference to Annex C to the Consent
            Solicitation Statement of Vintage Wine Estates, Inc., a California
            corporation, and Prospectus of Bespoke Capital Acquisition Corp.,
            filed by Bespoke Capital Acquisition Corp. pursuant to Rule 424(b)(3)
            on May 6, 2021).*

 4.1          Specimen of Common Stock Certificate

 4.2          Specimen of Warrant Certificate (included as Schedule "A" to Exhibit
            4.3 hereto).*

 4.3          Warrant Agency Agreement, dated as of August  15, 2019, between
            Bespoke Capital Acquisition Corp. and TSX Trust Company (incorporated
            by reference to Exhibit 99.31 to the Registrant's Registration
            Statement on Form 40-F (File No. 000-56227), filed by Bespoke Capital
            Acquisition Corp. on November 27, 2020).*

10.1          Founder Support Agreement dated February  3, 2021 among Bespoke
            Capital Acquisition Corp., Bespoke Sponsor Capital LP and Vintage Wine
            Estates, Inc., a California corporation Certificate (incorporated by
            reference to Exhibit 10.1 to Registration Statement on Form S-4 (File
            No. 333-254260), filed by Bespoke Capital Acquisition Corp. on
            March 15, 2021).*

10.2          Company Support Agreement dated February  3, 2021 among Bespoke
            Capital Acquisition Corp., Vintage Wine Estates, Inc., a California
            corporation, Bespoke Sponsor Capital LP, the VWE shareholders listed
            on the signature pages thereto, Patrick A. Roney and Sonoma Brands
            Partners II, LLC (incorporated by reference to Exhibit 10.2 to
            Registration Statement on Form S-4 (File No. 333-254260), filed by
            Bespoke Capital Acquisition Corp. on March 15, 2021).*  †

10.3          Investor Rights Agreement among Vintage Wine Estates, Inc., a Nevada
            corporation, Bespoke Sponsor Capital LP, Patrick A. Roney in his
            capacity as the Roney Representative and the parties listed on the
            signature pages thereto.

10.4          Consulting Agreement dated as of February  1, 2021 between Bespoke
            Capital Acquisition Corp. and Peter Caldini (incorporated by reference
            to Exhibit 10.4 to Registration Statement on Form S-4 (File No.
            333-254260), filed by Bespoke Capital Acquisition Corp. on March 15,
            2021).*  ?

10.5          Employment Agreement between Vintage Wine Estates, Inc., a Nevada
            corporation, and Patrick Roney (incorporated by reference to Exhibit
            10.5 to Registration Statement on Form S-4 (File No. 333-254260),
            filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*  ?

10.6          Employment Agreement between Vintage Wine Estates, Inc., a Nevada
            corporation, and Kathy DeVillers (incorporated by reference to Exhibit
            10.6 to Registration Statement on Form S-4 (File No. 333-254260),
            filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*  ?

10.7          Employment Agreement between Vintage Wine Estates, Inc., a Nevada
            corporation, and Terry Wheatley (incorporated by reference to Exhibit
            10.7 to Registration Statement on Form S-4 (File No. 333-254260),
            filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*?

10.8          Employment Agreement between Vintage Wine Estates, Inc., a Nevada
            corporation, and Jeff Nicholson (incorporated by reference to Exhibit
            10.8 to Registration Statement on Form S-4 (File No. 333-254260),
            filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*?

10.9          Loan and Security Agreement dated as of July  18, 2019 by and among
            Vintage Wine Estates, Inc., a California corporation, Girard Winery,
            LLC, Mildara Blass, Inc., Grove Acquisition, LLC, Sabotage Wine
            Company, LLC, Grounded Wine Project, LLC, Splinter Group Napa, LLC,
            Bank of the West, as Administrative Agent, Collateral Agent, Book
            Runner, Syndication Agent and Documentation Agent, Bank of the West
            and City National Bank as Joint Lead Arrangers, and the lenders party
            thereto, and the financial institutions from time to time party
            thereto (incorporated by reference to Exhibit 10.9 to Registration
            Statement on Form S-4 (File No. 333-254260), filed by Bespoke Capital
            Acquisition Corp. on March 15, 2021).*  †

10.10         Amendment Number One to Loan and Security Agreement and Joinder
            Agreement, dated as of September  10, 2019, by and among Vintage Wine
            Estates, Inc., a California corporation, MasterClass Marketing, LLC,
            Bank of the West and the other parties thereto (incorporated by
            reference to Exhibit 10.10 to Registration Statement on Form S-4 (File
            No. 333-254260), filed by Bespoke Capital Acquisition Corp. on
            March 15, 2021).*




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10.11          Incremental Increase to Revolver Commitments and Amendment Number
             Two to Loan and Security Agreement, dated as of November  19, 2019, by
             and among Vintage Wine Estates, Inc., a California corporation, Bank
             of the West and the other parties thereto (incorporated by reference
             to Exhibit 10.11 to Registration Statement on Form S-4 (File No.
              333-254260), filed by Bespoke Capital Acquisition Corp. on March 15,
             2021).*

10.12          Amendment Number Three to Loan and Security Agreement and Waiver,
             dated as of July  13, 2020, by and among Vintage Wine Estates, Inc., a
             California corporation, Bank of the West and the other parties thereto
             (incorporated by reference to Exhibit 10.12 to Registration Statement
             on Form S-4 (File No.  333-254260), filed by Bespoke Capital
             Acquisition Corp. on March 15, 2021).*†

10.13          Amendment Number Four to Loan and Security Agreement and Waiver,
             dated as of February  25, 2021, by and among Vintage Wine Estates,
             Inc., a California corporation, Bank of the West and the other parties
             thereto (incorporated by reference to Exhibit 10.13 to Registration
             Statement on Form S-4 (File No.  333-254260), filed by Bespoke Capital
             Acquisition Corp. on March 15, 2021).*

10.14          Amended and Restated Voting Agreement among Vintage Wine Estates,
             Inc., a California corporation, 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), and the Patrick A. Roney and Laura G. Roney Trust and Sean
             Roney.

10.15          2021 Omnibus Incentive Plan of Vintage Wine Estates, Inc., a Nevada
             corporation (incorporated by reference to Exhibit 10.16 to Amendment
             No.  2 to Registration Statement on Form S-4 (File No. 333-254260),
             filed by Bespoke Capital Acquisition Corp. on May 3, 2021).*?

10.16          Form of Director and Officer Indemnification Agreement (incorporated
             by reference to Exhibit 10.17 to Amendment No.  2 to Registration
             Statement on Form S-4 (File No. 333-254260), filed by Bespoke Capital
             Acquisition Corp. on April 28, 2021).*?

10.17          Registration Rights Agreement dated as of February  3, 2021 among
             Vintage Wine Estates, Inc., a California corporation, Patrick A.
             Roney, in his capacity as the Roney Representative, and the parties
             listed therein as Investors (incorporated by reference to Exhibit
             10.17 to Registration Statement on Form S-4 (File No. 333-254260),
             filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*

10.19          Shareholders Agreement dated as of April  4, 2018 by and between
             Vintage Wine Estates, Inc., a California corporation, and the
             shareholders thereto, as amended from time to time (incorporated by
             reference to Exhibit 10.19 to Registration Statement on Form S-4 (File
             No. 333-254260), filed by Bespoke Capital Acquisition Corp. on
             March 15, 2021).*

10.20          Stock Purchase Agreement dated as of April  4, 2018 by and between
             the Vintage Wine Estates, Inc., a California corporation and TGAM
             Agribusiness Fund Holdings LP (incorporated by reference to Exhibit
             10.20 to Registration Statement on Form S-4 (File No. 333-254260),
             filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*

10.21          Management Agreement dated as of July  6, 2018 by and between the
             Vintage Wine Estates, Inc., a California corporation, Sonoma Brands
             Partners II, LLC, Sonoma Brands II, L.P., Sonoma Brands II Select,
             LP., and Sonoma Brands VWE Co-Invest, L.P (incorporated by reference
             to Exhibit 10.21 to Registration Statement on Form S-4 (File
             No. 333-254260), filed by Bespoke Capital Acquisition Corp. on
             March 15, 2021).*+

10.22          Operating Agreement of Sabotage, LLC dated as of June  6, 2017 by
             and between Vintage Wine Estates, Inc., a California corporation,
             Sabotage, LLC and Sean Roney (incorporated by reference to Exhibit
             10.22 to Registration Statement on Form S-4 (File No. 333-254260),
             filed by Bespoke Capital Acquisition Corp. on March 15, 2021).*
. . .

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