Exhibit 10.10
| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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April 28, 2022
Pat Roney
Vintage Wine Estates, Inc.
937 Tahoe Boulevard, Suite 210 Incline Village, Nevada 89451 United States of America
PRIVATE AND CONFIDENTIAL
Dear Pat
This letter confirms the arrangements under which Vintage Wine Estates, Inc. ("you", the "Company" or "VWE"), has engaged Global Leisure Partners LLC ("us" or "GLP") to act as a financial advisor to the Company (the "Engagement") in connection with its exploration of acquisitions, mergers, investments and other strategic matters (each, a "Transaction") on the terms set forth below.
By countersigning the document VWE agrees to and accepts the terms and conditions outlined in this letter (the "Agreement").
| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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An "Eligible Acquisition" shall be defined as any equity or asset acquisition, merger or other investment transaction by VWE or any person or entity at the direction of VWE where the Enterprise Value of the Target is equal to or greater than $50 million acquired by VWE. An Eligible Acquisition will be completed in the event that any of VWE, or any person at the direction of VWE (whether in one or a series of transactions) (i) acquires a material interest in the share capital of the Target; (ii) acquires a material part of the business and/or assets of the Target; (iii) makes a material investment in the Target by way of equity, debt or any hybrid instrument; or (iv) enters into a material joint venture or other commercial agreement with the Target. Without limiting the generality of the foregoing, any transaction resulting in the acquisition of an
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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interest of at least 25% in any of the Target's share capital, debt capital, business or assets will be a completed Transaction for the purposes of this Agreement but fees only to be paid in the event that VWE pays at least $50 million in cash, or stock.
"Enterprise Value" means the sum without duplication of all amounts paid by you in a Transaction, including the value attributable to any earnout or similar mechanism (determined on the assumption that the full amount is payable), plus the face amount of all indebtedness paid or assumed by you therein, less all unrestricted cash giving effect to the Transaction. The value of all publicly traded securities shall be the market price thereof as of five trading days prior to the announcement of the Transaction, debt securities shall be valued at par and all other securities or other amounts shall be as agreed to by you and us, each acting reasonably. For the purposes of calculating the Enterprise Value, any currency other than US Dollars shall be translated into US Dollars at the rate of exchange published at the prevailing market rate on the date the Transaction is Closed.
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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VWE:
Email: pat@vintagewineestates.com Attention: Pat Roney
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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GLP:
I 15 Park Street
London, WIK 7AP, United Kingdom Email: markharms@glp.us.com Attention: Mark Harms
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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GLP is delighted to accept this Engagement and we look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed duplicate of this Agreement.
Very truly yours,
GLOBAL LEISURE PARTNERS LLC
By: /s/ Mark Harms
Name: Mark Harms
Title: Chairman and CEO
Accepted and agreed as of the date first written above:
For and on behalf of
VINTAGE WINE ESTATES, INC.
By: /s/ Patrick Roney
Name: | Pat Roney |
Title | CEO |
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| GLOBAL LEISURE PARTNERS LLC Memher FINRA/SIPC www.globalleisurepartners.com |
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Annex A
In the event that GLP or any of its Affiliates, or any of their members, partners, shareholders, managers, employees, agents or representatives (the "Indemnified Parties") becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with or as a result of GLP's Engagement referred to in the accompanying Agreement, the Company will reimburse the Indemnified Parties on a monthly basis for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. The Company also will indemnify and hold the Indemnified Parties harmless against any and all losses, claims, damages, expenses or liabilities to any such person in connection with or as a result of GLP's Engagement referred to in the accompanying Agreement. The Company's obligation to indemnify the Indemnified Parties will not apply to any losses, claims, damages, expenses or liabilities which a court of competent jurisdiction determines in a non-appealable final judgment was caused by an Indemnified Party's bad faith, gross negligence or willful misconduct. Except for GLP's breach of the confidentiality obligations referred to in the accompanying Agreement, Company also agrees that the Indemnified Parties will not have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of our engagement referred to in the accompanying Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence, willful misconduct or bad faith of any Indemnified Party in performing the services that are the subject of the accompanying Agreement. In no event will the liability of GLP exceed the fees paid to the GLP under this Agreement. The foregoing provisions will extend upon the same terms and conditions to any indemnified Party, as the case may be, of any Indemnified Party, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and each Indemnified party. The provisions of this Annex A will survive any termination or completion of the Engagement provided by the accompanying Agreement.
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