The Duckhorn Portfolio, Inc. 6,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 5th, 2023 • Duckhorn Portfolio, Inc. • Beverages • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), proposes to sell, severally and not jointly, to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed in Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriter, and the
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2021 • Duckhorn Portfolio, Inc. • Beverages
This Indemnification Agreement (this “Agreement”) is made and entered into as of [•], 2021, by and among The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
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:
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2024 • Duckhorn Portfolio, Inc. • Beverages
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2024, by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” and together with the Company, the “Companies”) and Deirdre Mahlan (the “Executive”), and is effective as of April 30, 2024 (the “Effective Date”).
AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT Dated as of November 4, 2022 SELWAY WINE COMPANY, as Intermediate Holdco MALLARD BUYER CORP., AND CERTAIN OTHER PERSONS FROM TIME TO TIME PARTY HERETO, as Borrowers BANK OF THE WEST, as...First Lien Loan and Security Agreement • November 4th, 2022 • Duckhorn Portfolio, Inc. • Beverages • New York
THIS AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 4, 2022, among SELWAY WINE COMPANY, a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”) and Bank of the West, COMPEER FINANCIAL, PCA (“Compeer Financial”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”).
THE DUCKHORN PORTFOLIO, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • March 10th, 2021 • Duckhorn Portfolio, Inc. • Beverages
This agreement (this “Agreement”) evidences a stock option granted by The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 7th, 2024 • Duckhorn Portfolio, Inc. • Beverages • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of October [●], 2024, by and between Marlee Buyer, Inc., a Delaware corporation (“Parent”), and [●]1, a stockholder (the “Stockholder”) of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2021 • Duckhorn Portfolio, Inc. • Beverages • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2021 by and among Duckhorn Wine Company (the “Company”), The Duckhorn Portfolio, Inc. (“Parent,” together with the Company, the “Companies”) and Zach Rasmuson (the “Executive”), and is effective as of the day prior to the date on which Parent becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Effective Date”). This Agreement amends and restates in its entirety the employment agreement by and between the Company and the Executive, effective as of October 14, 2016 (the “Prior Agreement”).
AGREEMENT AND PLAN OF MERGER among MARLEE BUYER, INC., MARLEE MERGER SUB, INC. and THE DUCKHORN PORTFOLIO, INC. Dated as of October 6, 2024Merger Agreement • October 7th, 2024 • Duckhorn Portfolio, Inc. • Beverages • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2024 (this “Agreement”), among Marlee Buyer, Inc., a Delaware corporation (“Parent”), Marlee Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”).
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”).
FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • March 8th, 2023 • Duckhorn Portfolio, Inc. • Beverages
This FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of February 6, 2023, and is entered into by and among SELWAY WINE COMPANY, a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party hereto (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the Lenders (as defined below) party hereto, and BANK OF THE WEST (“Bank of the West”), as administrative agent for the Lenders (in such capacity, “Agent”).
September 27, 2023 Deirdre MahlanConsulting Agreement • September 27th, 2023 • Duckhorn Portfolio, Inc. • Beverages
This letter (this “Agreement”) confirms the terms of your engagement to provide consulting services to Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”).
AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • New York
This AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of June 7, 2019, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco from time to time party to the Loan Agreement referenced below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the Lenders (as defined below) party hereto, and BANK OF THE WEST (“Bank of the West”), as administrative agent for the Lenders (in such capacity, “Agent”).
GRAPE PURCHASE AGREEMENT AMENDMENTGrape Purchase Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages
This document shall serve as an Amendment to the Grape Purchase Agreement by and between Duckhorn Wine Company (Buyer) and Alex and [****] Ryan (Grower), drafted on May 11, 2016 for the purchase of Merlot grapes from Mt. George Vineyard, specific to section 1. f. Vineyard Blocks, Varietals, Quantities:
AMENDMENT NUMBER FOUR TO FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • New York
This AMENDMENT NUMBER FOUR TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 30, 2018, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdco”). MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco from time to time party to the Loan Agreement referenced below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the Lenders (as defined below) party hereto, and BANK OF THE WEST (“Bank of the West”), as administrative agent for the Lenders (in such capacity, “Agent”).
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, 2023Merger Agreement • 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”).
THE DUCKHORN PORTFOLIO, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 10th, 2021 • Duckhorn Portfolio, Inc. • Beverages
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of The Duckhorn Portfolio, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of March 17, 2021Shareholder Agreement • March 30th, 2021 • Duckhorn Portfolio, Inc. • Beverages • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of March 17. 2021, among The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”) and Mallard Holdco, LLC (together with its Affiliates, the “TSG Investor”).
SECOND AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • June 8th, 2023 • Duckhorn Portfolio, Inc. • Beverages
This SECOND AMENDMENT TO AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 2, 2023, and is entered into by and among SELWAY WINE COMPANY, a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party hereto (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the Lenders (as defined below) party hereto, and BMO HARRIS BANK N.A., as successor in interest to BANK OF THE WEST (“BMO”), as administrative agent for the Lenders (in such capacity, “Agent”).
AMENDMENT NUMBER SIX TO FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • New York
MALLARD HOLDCO, LLC AWARD AGREEMENTAward Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is made as of this day of , , (the “Grant Date”) between Mallard Holdco, LLC, a Delaware limited liability company (the “Company”), and the undersigned Recipient (the “Recipient”). Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below).
September 24, 2023 Alex RyanResignation Agreement • September 27th, 2023 • Duckhorn Portfolio, Inc. • Beverages
As we have discussed, you are resigning from your employment with Duckhorn Wine Company (the “Company”) and The Duckhorn Portfolio, Inc. (the “Parent” and, together with the Company, “Companies”), effective as of September 27, 2023 (the “Resignation Date”).
STOCKHOLDERS AGREEMENT of THE DUCKHORN PORTFOLIO, INC. dated as of [•], 2021Shareholder Agreements • March 3rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [•], 2021, among The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”) and Mallard Holdco, LLC (together with its Affiliates, the “TSG Investor”).
AMENDMENT NUMBER ONE TO FIRST LIEN LOAN AND SECURITY AGREEMENTFirst Lien Loan and Security Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages • New York
This AMENDMENT NUMBER ONE TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of July 28, 2017, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco from time to time party to the Loan Agreement referenced below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent for Lenders (in such capacity, “Agent”).
ContractGrape Purchase Agreement • February 23rd, 2021 • Duckhorn Portfolio, Inc. • Beverages
CERTAIN INFORMATION IDENTIFIED WITH [****] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
