AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE DUCKHORN PORTFOLIO, INC. AND CERTAIN STOCKHOLDERS DATED AS OF NOVEMBER 16, 2023Registration Rights Agreement • November 17th, 2023 • Duckhorn Portfolio, Inc. • Beverages • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 16, 2023, is made by and among:
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of November 16, 2023Stockholders Agreement • November 17th, 2023 • Duckhorn Portfolio, Inc. • Beverages • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of November 16, 2023, among The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), Mallard Holdco, LLC (“Mallard” and, together with its Affiliates, the “TSG Investor”) and Brown-Forman Corporation, a Delaware corporation (“Brown-Forman” and, together with its Affiliates, the “BF Investor”).
AGREEMENT AND PLAN OF MERGER by and among THE DUCKHORN PORTFOLIO, INC., AUGUSTE MERGER SUB, INC., BROWN-FORMAN CORPORATION, and SONOMA-CUTRER VINEYARDS, INC. Dated as of November 16, 2023Agreement and Plan of Merger • November 17th, 2023 • Duckhorn Portfolio, Inc. • Beverages • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2023 (this “Agreement”), is by and among (i) The Duckhorn Portfolio, Inc., a Delaware corporation (“Acquiror”), (ii) Auguste Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Acquiror (“Sub”), (iii) Brown-Forman Corporation, a Delaware corporation (“Company Parent”), and (iv) Sonoma-Cutrer Vineyards, Inc., a California corporation and a wholly owned subsidiary of Company Parent (the “Company”).
