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).
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.