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).
WHEREAS, in connection with the Companys initial public offering of its shares of Common Stock (the IPO), the Company and the TSG Investor desire to set forth their agreement regarding certain governance matters.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the TSG Investor hereby agree as follows:
SECTION 1.1. Effective Date. This Agreement shall become effective upon the closing of the IPO.
SECTION 1.2. Certain Defined Terms. As used herein, the following terms shall have the following meanings:
Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person; provided that the Company and its subsidiaries shall not be deemed to be Affiliates of the TSG Investor.
Board means the Board of Directors of the Company.
Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.
Common Stock means collectively the common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.
Company has the meaning assigned to such term in the preamble.
Company Charter means the certificate of incorporation of the Company in effect on the date hereof, as may be amended from time to time.
Director means any member of the Board.