0001567619-21-012298.txt : 20210617
0001567619-21-012298.hdr.sgml : 20210617
20210617140111
ACCESSION NUMBER: 0001567619-21-012298
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 20210607
FILED AS OF DATE: 20210617
DATE AS OF CHANGE: 20210617
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: A. & L. Kunde Trust #3
CENTRAL INDEX KEY: 0001868055
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024252
BUSINESS ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
BUSINESS PHONE: 707-396-7365
MAIL ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jim & Marcia Mickelson Living Trust Dated 4-11-01
CENTRAL INDEX KEY: 0001868045
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024250
BUSINESS ADDRESS:
STREET 1: 5474 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
BUSINESS PHONE: 707-396-7365
MAIL ADDRESS:
STREET 1: 5474 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust
CENTRAL INDEX KEY: 0001868046
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024249
BUSINESS ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
BUSINESS PHONE: 707-396-7365
MAIL ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mickelson Marcia
CENTRAL INDEX KEY: 0001868082
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024254
MAIL ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: A. Kunde & L. Kunde GST Exempt GRAT fbo Marcia Mickelson
CENTRAL INDEX KEY: 0001868064
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024251
BUSINESS ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
BUSINESS PHONE: 707-396-7365
MAIL ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mickelson James Martin
CENTRAL INDEX KEY: 0001868078
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40016
FILM NUMBER: 211024253
MAIL ADDRESS:
STREET 1: 5174 SONOMA MOUNTAIN RD.
CITY: SANTA ROSA
STATE: CA
ZIP: 95404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vintage Wine Estates, Inc.
CENTRAL INDEX KEY: 0001834045
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 937 TAHOE BOULEVARD
CITY: INCLINE VILLAGE
STATE: NV
ZIP: 89451
BUSINESS PHONE: 707-346-3640
MAIL ADDRESS:
STREET 1: 937 TAHOE BOULEVARD
CITY: INCLINE VILLAGE
STATE: NV
ZIP: 89451
FORMER COMPANY:
FORMER CONFORMED NAME: Bespoke Capital Acquisition Corp
DATE OF NAME CHANGE: 20201125
3
1
doc1.xml
FORM 3
X0206
3
2021-06-07
0
0001834045
Vintage Wine Estates, Inc.
VWE
0001868082
Mickelson Marcia
5174 SONOMA MOUNTAIN ROAD
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
0001868078
Mickelson James Martin
5174 SONOMA MOUNTAIN ROAD
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
0001868055
A. & L. Kunde Trust #3
5174 SONOMA MOUNTAIN RD.
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
0001868064
A. Kunde & L. Kunde GST Exempt GRAT fbo Marcia Mickelson
5174 SONOMA MOUNTAIN RD.
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
0001868045
Jim & Marcia Mickelson Living Trust Dated 4-11-01
5474 SONOMA MOUNTAIN RD.
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
0001868046
Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust
5174 SONOMA MOUNTAIN RD.
SANTA ROSA
CA
95404
0
0
0
1
Member of 10% owner group
Common Stock
517899
I
By Trusts
Marcia Mickelson is the trustee of the A & L Kunde Trust #3, the A Kunde and L Kunde GST Exempt GRAT fbo Marcia Mickelson and the Voting Trust FBO Marcia Mickelson U/T Kunde Living Trust, which collectively own 379,828 shares. Marcia and James Mickelson are trustees of the Jim & Marcia Mickelson Living Trust Dated 4-11-01, which owns 138,071 shares.
/s/ Patrick D. Daugherty, attorney-in-fact for Marcia Mickelson
2021-06-17
/s/ Patrick D. Daugherty, attorney-in-fact for James Martin Mickelson
2021-06-17
A & L KUNDE TRUST #3 By: /s/ Patrick D. Daugherty, attorney-in-fact for Marcia Mickelson, Trustee
2021-06-17
A KUNDE AND L KUNDE GST EXEMPT GRAT FBO MARCIA MICKELSON By: /s/ Patrick D. Daugherty, attorney-in-fact for Marcia Mickelson, Trustee
2021-06-17
VOTING TRUST FBO MARCIA MICKELSON U/T KUNDE LIVING TRUST By: /s/ Patrick D. Daugherty, attorney-in-fact for Marcia Mickelson, Trustee
2021-06-17
JIM & MARCIA MICKELSON LIVING TRUST DATED 4-11-01 By: /s/ Patrick D. Daugherty, attorney-in-fact for Marcia Mickelson, Trustee
2021-06-17
JIM & MARCIA MICKELSON LIVING TRUST DATED 4-11-01 By: /s/ Patrick D. Daugherty, attorney-in-fact for James Martin Mickelson, Trustee
2021-06-17
EX-24.1
2
mmickelsonpoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
/s/ Marcia Mickelson
Marcia Mickelson
EX-24.2
3
jmickelsonpoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
/s/ James Martin Mickelson
James Martin Mickelson
EX-24.3
4
alkunde3poa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
A & L KUNDE TRUST #3
By: /s/ Marcia Mickelson
Marcia Mickelson, Trustee
EX-24.4
5
alkundegstmmpoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
A KUNDE AND L KUNDE GST EXEMPT GRAT FBO MARCIA MICKELSON
By: /s/ Marcia Mickelson
Marcia Mickelson, Trustee
EX-24.5
6
votrufbommpoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
VOTING TRUST FBO MARCIA MICKELSON U/T KUNDE LIVING TRUST
By: /s/ Marcia Mickelson
Marcia Mickelson, Trustee
EX-24.6
7
jmmltrupoa.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the undersigned
hereby constitutes and appoints each of Patrick A. Roney, Eric D. Miller, and
Patrick Daugherty, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the ?Exchange Act?)), any and all Forms 3, 4 and/or 5, and any
amendments thereto, that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, ?Documents?) with respect to the
undersigned's holdings of and transactions in the securities issued by the
Company.
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Documents and
timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney in
fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that each attorney-in-
fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is such attorney-in-fact's substitute or substitutes or the
Company assuming, any of the undersigned's responsibilities to comply with the
Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of June, 2021.
JIM & MARCIA MICKELSON LIVING TRUST DATED 4-11-01
By: /s/ Marcia Mickelson
Marcia Mickelson, Trustee