TGAM Agribusiness Fund Holdings LP - 07 Jun 2021 Form 3/A - Amendment Insider Report for Vintage Wine Estates, Inc.

Footnote F1

Received in exchange for shares of Vintage Wine Estates, Inc., a California corporation ("VWE"), on June 7, 2021, upon the closing of the business combination set forth in the transaction agreement, dated as of February 3, 2021, by and among Bespoke Capital Acquisition Corp. ("BCAC"), VWE Acquisition Sub Inc., a wholly owned subsidiary of BCAC, VWE, Bespoke Sponsor Capital LP, and Darrell D. Swank as the seller representative (and upon consummation of the business combination, the surviving Issuer as renamed "Vintage Wine Estates, Inc.").

Footnote F2

TGAM Agribusiness Fund Holdings LP ("TGAM Holdings") is the record owner of the shares of Common Stock reported as beneficially owned herein. TGAM Agribusiness Fund LP ("TGAM Fund A") and TGAM Agribusiness Fund-B LP ("TGAM Fund B") together hold 100% of the equity interests in TGAM Holdings. TGAM Agribusiness Fund GP LLC ("TGAM GP") is the general partner of TGAM Fund A and TGAM Fund B. AGR Partners LLC ("AGR") is the managing member of TGAM GP. Mr. Knudsen is AGR's president and chief executive officer and a member of AGR's board of directors and investment committee. Mr. Ourso is a member of AGR's board of directors and investment committee. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned herein except to the extent of its or his pecuniary interest therein.