EX-4.5





 Exhibit 4.5 

FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT 

THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated July 22, 2022, is among Vintage Wine
Estates, Inc., a Nevada corporation (“Parent”), the parties listed as the Major Investors on the signature pages hereto (collectively, the “Major Investors”), and Patrick A. Roney in his capacity as the Roney
Representative. Capitalized terms used but not defined herein have the meanings given in the Investor Rights Agreement (as defined below). 

RECITALS 
 A. Parent, the
Major Investors, the Roney Representative and the other parties thereto have previously entered into that certain Investor Rights Agreement, dated June 7, 2021 (the “Investor Rights Agreement”); 

B. Section 5.1 of the Investor Rights Agreement provides that the Investor Rights Agreement may be amended 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; 

C. The Investor Rights Agreement provides for, among other things, certain registration rights of the Investors and registration statement
filing obligations of Parent; and 
 D. The parties hereto desire to amend the Investor Rights Agreement, and in accordance with
Section 5.1 thereof, each of the Major Investors holding at least 5% of the outstanding Common Shares and the Roney Representative, as parties hereto, hereby provide their written consent to the amendments set forth herein. 

NOW, THEREFORE, the parties agree as follows: 

1.    Amendment and Restatement of Section 4.2(a). Section 4.2(a) of the Investor Rights
Agreement is hereby amended and restated as follows: 
 (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 than October 31, 2022, 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 as of such 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. 

2.    Effectiveness. This Amendment will be effective as of the date first written above. Except as expressly
modified herein, the Investor Rights Agreement will continue in full force and effect in accordance with its terms. 

3.    Counterparts. This Amendment 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, and all such counterparts will together constitute one and the same instrument. 

[Signature Pages Follow] 












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

			
	PARENT:
	
	VINTAGE WINE ESTATES, INC.
		
	By:	 	 /s/ Patrick A. Roney

	Name:	 	Patrick A. Roney
	Title:	 	Chief Executive Officer
	
	MAJOR INVESTORS:
	
	BESPOKE SPONSOR CAPITAL LP
		
	By:	 	 /s/ Robert L. Berner III

	Name:	 	Robert L. Berner III
	Title:	 	Managing Partner
	
	PATRICK A. RONEY AND LAURA G. RONEY TRUST
		
	By:	 	 /s/ Patrick A. Roney

	Name:	 	Patrick A. Roney
	Title:	 	Trustee
		
	By:	 	 /s/ Laura G. Roney

	Name:	 	Laura G. Roney
	Title:	 	Trustee


 [First Amendment to Investor Rights Agreement] 












 
			
	MARITAL TRUST D UNDER THE LESLIE G. RUDD LIVING TRUST U/A/D 3/31/1999, AS AMENDED
		
	By:	 	 /s/ Darrell D. Swank

	Name:	 	Darrell D. Swank
	Title:	 	Trustee
		
	By:	 	 /s/ Steven Kay

	Name:	 	Steven Kay
	Title:	 	Trustee
	
	RONEY REPRESENTATIVE:
		
	By:	 	 /s/ Patrick A. Roney

	Name:	 	Patrick A. Roney


 [First Amendment to Investor Rights Agreement]