To the Reporting Persons knowledge, none of the Covered Individuals has shared voting
power or shared dispositive power with respect to any shares of Common Stock.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Updated Information
At the time of the filing of the Schedule 13D, as disclosed therein, each limited partner entity of HoldCo (the Limited Partner
Entities) other than Alcyone Spirits, LLC (Alcyone) had provided irrevocable proxies to HoldCo pursuant to Irrevocable Proxy Substitution and Agreements in the form attached as
Exhibit 4
to the Schedule 13D (the
Limited Partner Irrevocable Proxies) covering 42,287,463 Proxy Shares (including the Pledged Proxy Shares, as defined below). In addition, as disclosed in the Schedule 13D, each of these Limited Partner Entities had received irrevocable
proxies with respect to these Proxy Shares from Brown Family Participants (as defined in Schedule 13D) represented by such Limited Partner Entity in the form attached as
Exhibit 5
to the Schedule 13D (the Irrevocable Proxies)
(provided, that one of the Limited Partner Entities had also received irrevocable proxies with respect to 2,415,000 Proxy Shares (the Pledged Proxy Shares) pledged by Brown Family Participants represented by such Limited Partner Entity
in the form attached as
Exhibit 6
to the Schedule 13D (the Pledged Shares Irrevocable Proxies; the Limited Partner Irrevocable Proxies, the Irrevocable Proxies and the Pledged Shares Irrevocable Proxies, collectively, the
Proxies)). In addition, at the time of the filing of the Schedule 13D, as disclosed therein, Alcyone had provided an irrevocable proxy directly to HoldCo pursuant to an Irrevocable Proxy covering 4,186,454 Proxy Shares (the Direct
Alcyone Proxy Shares).
Following the filing of the Schedule 13D, five of the Limited Partner Entities (including Alcyone) provided
irrevocable proxies to HoldCo on March 28, 2019 pursuant to Limited Partner Irrevocable Proxies covering 5,538,820 Proxy Shares. Each of these Limited Partner Entities had received an Irrevocable Proxy with respect to these Proxy Shares from
Brown Family Participants represented by such Limited Partner Entity.
In addition, following the filing of the Schedule 13D, the number
of the Direct Alcyone Proxy Shares subject to the Irrevocable Proxy previously provided to HoldCo by Alcyone increased by 492,888 Proxy Shares.
Except as set forth above, there have not been any substantial changes to the remaining disclosure that was previously included in Item 6 of
the Schedule 13D, which remaining disclosure is amended and restated as set forth below.
Limited Partnership Agreement
The General Partner, as the general partner of HoldCo, and each of the Limited Partner Entities, as limited partners of HoldCo, entered into a
limited partnership agreement of HoldCo dated as of March 23, 2017 (the Limited Partnership Agreement), which governs the affairs of HoldCo. A summary of the terms of the Limited Partnership Agreement is set forth below, which is
qualified in its entirety by reference to the Limited Partnership Agreement, attached as
Exhibit 2
to the Schedule 13D.
The Limited Partnership Agreement vests the General Partner with the exclusive right, subject to certain restrictions, to do all things on
behalf of HoldCo necessary to manage, conduct, control and operate HoldCos business, including exercising or not exercising the voting rights associated with the shares of Common Stock held by, or voted by proxy pursuant to the Proxies by,
HoldCo.
Except as provided below, the Limited Partnership Agreement provides that a Limited Partner Entity or the General Partner may not
withdraw without the prior approval of the General Partner. In addition, the Limited