SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Brown-Forman Corporation

(Name of Issuer)

Class A Common Stock (voting), $0.15 par value per share

(Title of Class of Securities)

115637-10-0

(CUSIP Number)

Wolf Pen Branch, LP

c/o The Glenview Trust Company

4969 U.S. Highway 42, Suite 2000

Louisville, Kentucky 40222

Attention: Sherry M. Feldpausch, Esq.

(502) 212-7800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 23, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 115637-10-0

(1)	Names of reporting persons Wolf Pen Branch, LP
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)	SEC use only
(4)	Source of funds (see instructions)     OO (See Item 3)
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with:		(7)	Sole voting power     88,473,917 shares of Class A Common Stock (voting), $0.15 par value per share
		(8)	Shared voting power     —
		(9)	Sole dispositive power     42,000,000 shares of Class A Common Stock (voting), $0.15 par value per share
		(10)	Shared dispositive power     —
(11)	Aggregate amount beneficially owned by each reporting person     88,473,917 shares of Class A Common Stock (voting) $0.15 par value
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
(13)	Percent of class represented by amount in Row (11)     52.3% (1)
(14)	Type of reporting person (see instructions)     PN (limited partnership)

(1) Based upon 169,051,360 shares of Class A Common Stock (voting) outstanding as of February 28, 2017, as disclosed in Brown-Forman Corporation’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017, filed with the Securities and Exchange Commission on March 7, 2017.

CUSIP No. 115637-10-0

(1)	Names of reporting persons Wolf Pen Branch GP, LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)	SEC use only
(4)	Source of funds (see instructions)     OO (See Item 3)
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with:		(7)	Sole voting power     88,473,917 shares of Class A Common Stock (voting), $0.15 par value per share (1)
		(8)	Shared voting power     —
		(9)	Sole dispositive power     42,000,000 shares of Class A Common Stock (voting), $0.15 par value per share (2)
		(10)	Shared dispositive power     —
(11)	Aggregate amount beneficially owned by each reporting person     88,473,917 shares of Class A Common Stock (voting) $0.15 par value
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
(13)	Percent of class represented by amount in Row (11)     52.3% (3)
(14)	Type of reporting person (see instructions)     OO (limited liability company)

(1) Wolf Pen Branch GP, LLC has voting power with respect to these shares (which are the same shares in respect of which Wolf Pen Branch, LP has voting power) by virtue of serving as general partner of Wolf Pen Branch, LP. Wolf Pen Branch GP, LLC does not directly hold any of these shares.

(2) Wolf Pen Branch GP, LLC has dispositive power with respect to these shares (which are the same shares in respect of which Wolf Pen Branch, LP has dispositive power) by virtue of serving as general partner of Wolf Pen Branch, LP. Wolf Pen Branch GP, LLC does not directly hold any of these shares.

(3) Based upon 169,051,360 shares of Class A Common Stock (voting) outstanding as of February 28, 2017, as disclosed in Brown-Forman Corporation’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017 filed with the Securities and Exchange Commission on March 7, 2017.

Item 1. Security and Issuer

This statement relates to Class A Common Stock (voting), $0.15 par value per share (“Common Stock”), issued by Brown-Forman Corporation (the “Registrant”) whose principal executive offices are located at 850 Dixie Highway, Louisville, Kentucky 40210.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Wolf Pen Branch, LP, a Delaware limited partnership (“HoldCo”), and Wolf Pen Branch GP, LLC (“General Partner”), a Delaware limited liability company which serves as the sole general partner of Wolf Pen Branch LP (HoldCo and General Partner, collectively, the “Reporting Persons”). The General Partner is managed by a board of managers (the “Board”) which currently has seven members. In accordance with General Instruction C to Schedule 13D, certain information required by this Item 2 concerning the members of the Board and the officer of the General Partner (collectively, the “Covered Individuals” and, collectively with the Reporting Persons, the “Covered Persons”) is set forth on Schedule A attached hereto, which is incorporated into this Item 2 by reference.

(b) The address of the principal office of each of the Reporting Persons is c/o The Glenview Trust Company, 4969 U.S. Highway 42, Suite 2000, Louisville, Kentucky 40222, Attention: Sherry M. Feldpausch, Esq.

(c) The principal business of HoldCo is to reinforce, complement and formalize the governance role that various branches of the Brown Family (as defined below) currently play with respect to the Registrant through HoldCo’s beneficial ownership of shares of Common Stock as reflected herein, and to take any other action authorized by the General Partner as the general partner of HoldCo. The principal business of the General Partner is to serve as the general partner of HoldCo.

The present principal occupation or employment, and the name, principal business, and address of the organization in which any such employment is conducted, of each of the Covered Individuals is set forth on Schedule A and is incorporated by reference in this Item 2.

(d) None of the Covered Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Covered Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Covered Individuals is a citizen of the United States of America.

Item 3. Sources and Amount of Funds or Other Consideration

The Reporting Persons have expended no funds to acquire shares of Common Stock. See Item 4 below for information regarding the shares of Common Stock contributed to HoldCo and the Proxies (as defined in Item 6 below) received by HoldCo with respect to shares of Common Stock.

Item 4. Purpose of Transaction

Descendants of George Garvin Brown and Amelia Owsley have owned a majority position in the Registrant for six generations. Members of the Brown family (the “Brown Family”), who collectively beneficially own a majority of the outstanding shares of Common Stock, have consolidated some of those shares into HoldCo (Wolf Pen Branch, LP), named for a tributary of Harrods Creek in Kentucky, as more specifically described herein. HoldCo reflects the Brown Family’s long-term commitment to the Registrant, headquartered in Louisville, Kentucky, and furthers the Brown Family’s commitment to the Registrant’s growth and success. This reorganization of a portion of the Brown Family’s holdings has no effect on the broader Brown family’s aggregate beneficial ownership of the Registrant.

HoldCo is governed by the Board, which is drawn from members of the Brown Family, with Martin S. Brown, Jr., as its Chairman. A member of the fifth generation, Mr. Brown is an attorney with Adams and Reese LLP in Nashville, Tennessee, and is a retired director of the Registrant.

HoldCo holds beneficial ownership of shares of Common Stock as reflected herein to reinforce, complement and formalize the governance role that various branches of the Brown Family currently play with respect to the Registrant. The Brown Family believes that HoldCo complements the Brown Family’s strong relationship with the Registrant.

HoldCo has seven limited partners (the names of which are listed on Schedule B attached hereto) (each a “Limited Partner Entity” and, collectively, the “Limited Partner Entities”), each of which is directly or indirectly owned by individuals from a different branch of the Brown Family (each a “Brown Family Branch”; individuals within a Brown Family Branch are referred to as “Brown Family Participants”). In addition, the Limited Partner Entities also own (in the aggregate) all of the outstanding Class X Common Units (the “Common Units”) of the General Partner, the general partner of HoldCo.

Each of the Limited Partner Entities contributed shares of Common Stock to HoldCo in exchange for limited partnership units of HoldCo, and General Partner contributed shares of Common Stock (which had previously been contributed by the Limited Partner Entities to General Partner in exchange for the Common Units) to HoldCo in exchange for general partnership units of HoldCo. Each of the Limited Partner Entities, directly, and indirectly through the General Partner, contributed a total of 6,000,000 shares of Common Stock to HoldCo, or 42,000,000 shares of Common Stock on an aggregate basis (the “Contributed Shares”). In addition, HoldCo has received Proxies in respect of the additional shares of Common Stock with respect to which the Reporting Persons have sole voting power, and beneficial ownership, as reflected herein. For additional information regarding these Proxies, see Item 6 below.

While the shares of Common Stock in respect of which the Reporting Persons hold beneficial ownership constitutes a substantial majority of the shares of Common Stock held by members of the Brown Family, there are other shares of Common Stock that continue to be held by members of the Brown Family in respect of which the Reporting Persons do not hold beneficial ownership. In addition, the Reporting Persons do not hold beneficial ownership of any shares of Class B Common Stock (nonvoting), $0.15 par value per share, of the Registrant.

As of the date hereof, the Reporting Persons hold beneficial ownership of a majority of the outstanding shares of Common Stock (the only class of voting stock of the Registrant). The Board of Directors of the Registrant has previously determined that the Registrant is a “controlled company” under New York Stock Exchange rules as the result of the control of the Registrant by members of the Brown Family, and the formation of the Reporting Persons and the associated transactions are expected to support the status of the Registrant as a controlled company.

Except as described in this Item 4, as of the date of this Schedule 13D, the Reporting Persons have no plans or proposals that relate to or that would result in any of the actions specified in clauses (a) – (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, each of the Reporting Persons is the beneficial owner of 88,473,917 shares of Common Stock, which represent 52.3% of the outstanding shares of Common Stock. Of these shares in respect of which the Reporting Persons have beneficial ownership, HoldCo has sole voting power and sole dispositive power with respect to 42,000,000 shares of Common Stock (which constitute the Contributed Shares), and the General Partner also has sole voting power and sole dispositive power with respect to the Contributed Shares by virtue of serving as the general partner of HoldCo. In addition, HoldCo has sole voting power with respect to 46,473,917 shares of Common Stock (the “Proxy Shares”) in respect of which HoldCo has received the Proxies, as further described in Item 6 below, and the General Partner also has sole voting power with respect to the Proxy Shares by virtue of serving as the general partner of HoldCo.

As of the date hereof, the Covered Individuals beneficially own the number and percentage of shares of Common Stock set forth in the following table.

Name	Sole Voting Power		Sole Dispositive Power		Aggregate Shares Beneficially Owned		Percentage of Class
Brooke B. Barzun		—		2,463,513		2,463,513		1.5	%
Campbell P. Brown		—		3,917,120		3,917,120		2.3	%
Martin S. Brown, Jr.		—		—		—		—
Garvin B. Deters		—		224,194		224,194			*
Marshall B. Farrer		—		—		—		—
Sandra A. Frazier		—		2,813,037		2,813,037		1.7	%
W. Austin Musselman, Jr.		—		757,614		757,614			*

* Less than 1% of the class beneficially owned.

The ownership percentages referenced in this Item 5(a) are based on the number of outstanding shares of Common Stock disclosed in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017, filed with the Securities and Exchange Commission on March 7, 2017.

(b) See Item 5(a) above for information regarding the shares of Common Stock beneficially owned by the Reporting Persons in respect of which the Reporting Persons have sole voting power and sole dispositive power. The Reporting Persons do not have shared voting power or shared dispositive power with respect to any shares of Common Stock.

To the Reporting Person’s knowledge, none of the Covered Individuals has shared voting power or shared dispositive power with respect to any shares of Common Stock.

(c) As noted in Item 4 above, the Limited Partner Entities contributed shares of Common Stock to HoldCo, and General Partner contributed shares of Common Stock (which previously were contributed by the Limited Partner Entities to General Partner). Each of the Limited Partner Entities, directly, and indirectly through General Partner, contributed a total of 6,000,000 shares of Common Stock to HoldCo, or 42,000,000 shares of Common Stock on an aggregate basis, which constitute the Contributed Shares. The contributions of the Contributed Shares by the Limited Partner Entities to HoldCo and General Partner, and by General Partner to HoldCo, occurred on March 23, 2017.

Certain Covered Individuals engaged in transactions during the 60-day period prior to the filing of this Schedule 13D as set forth on Schedule C attached hereto.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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, the form of which is attached hereto as Exhibit 2 and incorporated by reference herein.

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 HoldCo’s 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 Limited Partner Irrevocable Proxy, the Irrevocable Proxy and the Pledged Shares Irrevocable Proxy (each as defined below and, collectively, 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 Partnership Agreement provides that the General Partner will use commercially reasonable efforts to provide each Limited Partner Entity with at least sixty-three (63) days prior notice (the “Limited Partner Transaction Notice”) of any notice provided to the Board of a meeting of the Board with respect to: (i) a change of control transaction involving the Registrant, (ii) a transaction related to the incurrence or guarantee of indebtedness, which is not Permitted Indebtedness (as defined in the Partnership Agreement), by the General Partner or HoldCo or (iii) any retention or withholding of any dividends, other than for the purpose of repaying Permitted Indebtedness, HoldCo receives from the Registrant with respect to the Common Stock of the Registrant held by HoldCo. In the event of a Limited Partner Transaction Notice, the Limited Partnership Agreement provides that each Limited Partner Entity will have the right to withdraw from HoldCo by delivering written notice to the General Partner within two (2) days after receipt of the Limited Partner Transaction Notice, which notice will be effective upon the sixty-first (61^st) day following delivery of such written notice of withdrawal to the General Partner, provided, that such withdrawing Limited Partner Entity will be obligated to pay its pro rata portion of Holdco’s outstanding Permitted Indebtedness prior to such withdrawal. Moreover, the Limited Partnership Agreement provides that if a Limited Partner Entity of the General Partner withdraws from the General Partner, HoldCo will have the right to redeem all of the limited partner units and general partner units of HoldCo (the “HoldCo Units”) held by such Limited Partner Entity. The Limited Partnership Agreement also provides that upon any Limited Partner Entity’s withdrawal from HoldCo, in return for the surrender of such Limited Partner Entity’s HoldCo Units, such Limited Partner Entity will receive a number of shares of Common Stock of the Registrant equal to (i) the percentage interest of the

Limited Partner Entity resulting from dividing the number of HoldCo Units held by such Limited Partner Entity by the total number of outstanding HoldCo Units, multiplied by (ii) the total number of shares of Common Stock of the Registrant held by HoldCo (provided, that the Limited Partnership Agreement further provides that if HoldCo holds investments or assets other than shares of Common Stock of the Registrant, then the withdrawing Limited Partner Entity will also receive its percentage interest of such investments or assets).

The Limited Partnership Agreement provides that HoldCo Units may not be transferred without the prior approval of the General Partner, except that HoldCo Units may be transferred in whole or part to a person within the Brown Family Branch of such Limited Partner Entity. Moreover, the Limited Partnership Agreement provides that, without the prior approval of the General Partner, no Limited Partner Entity may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of any part of the equity securities in such Limited Partner Entity or other direct or indirect interest in such Limited Partner Entity.

The Limited Partnership Agreement provides that any Limited Partner Entity that desires to transfer its HoldCo Units in order to obtain liquidity, must submit a written notice to the General Partner containing the price and number of HoldCo Units it wishes to offer. In such event, the Limited Partnership Agreement provides that the General Partner will have the first option to elect to cause HoldCo (or any other person designated by the General Partner) to repurchase all or any portion of the HoldCo Units. Thereafter, the Limited Partnership Agreement provides that to the extent that the General Partner does not elect to have HoldCo (or any other person designated by the General Partner) purchase the offered HoldCo Units, the non-offering Limited Partner Entities will be given the opportunity to purchase their pro rata portion of the offered HoldCo Units and, if less than all of the HoldCo Units are purchased by the non-offering Limited Partner Entities, then the non-offering Limited Partner Entities, who previously elected to purchase HoldCo Units, will have the right to buy the remaining HoldCo Units.

The Limited Partnership Agreement provides that HoldCo, as promptly as practicable after HoldCo receives any dividends from the Registrant with respect to the shares of Common Stock held by HoldCo, will make a distribution of such dividends to the Limited Partner Entities in proportion to the HoldCo Units held by the Limited Partner Entities, provided that HoldCo may retain such dividends upon the determination of the General Partner.

The Limited Partnership Agreement provides that HoldCo will continue in perpetuity unless dissolved by the affirmative vote of the General Partner.

LLC Agreement

Each of the Limited Partner Entities, as members of the General Partner, entered into a limited liability company agreement of the General Partner dated as of March 23, 2017 (the “LLC Agreement”), which governs the affairs of the General Partner. A summary of the terms of the LLC Agreement is set forth below, which is qualified in its entirety by reference to the LLC Agreement, the copy of which is attached hereto as Exhibit 3 and incorporated by reference herein.

The LLC Agreement grants the Board authority to exercise full and exclusive control over all the activities of the General Partner, including the power to bind or take any action on behalf of the General Partner in its capacity as general partner of HoldCo, and to exercise any rights and powers (including, without limitation, 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) including those granted to the General Partner under the LLC Agreement. The LLC Agreement provides that the Board will initially consist of seven (7) managers, with each Limited Partner Entity having the right to appoint one manager to the Board and to remove the manager appointed by such Limited Partner Entity. With the exception of matters related to the voting rights associated with the shares of Common Stock held by, or voted by proxy by, HoldCo, the LLC Agreement provides that each manager will be entitled to one vote. With respect to all matters related to the voting rights associated with the Common Stock of the Registrant held by, or voted by proxy by, HoldCo, the LLC Agreement provides that, other than voting to approve any change of control transaction involving the Registrant (which will require the approval of at least a number of managers on the Board that is equal to the total number of managers then constituting the Board less one manager (a “Super Majority of the Managers”)), each manager will have a number of votes equal to (x) the sum of (1) the number of shares of Common Stock contributed to the General Partner and HoldCo by the applicable Limited Partner Entity that appointed such manager and (2) the aggregate number of shares of Common Stock for which a proxy is granted to HoldCo by the applicable Limited Partner Entity that appointed such manager divided by (y) the sum of (1) the aggregate number of shares of Common Stock contributed to the General Partner and HoldCo by the Limited Partner Entities and (2) the aggregate number of shares of Common Stock for which a proxy is granted to HoldCo by the Limited Partner Entities. The LLC Agreement provides that, subject to the ability of the Board to approve additional corporate governance procedures as approved by the unanimous vote of the managers on the Board and except as otherwise provided in the LLC Agreement, the Board may act by the affirmative vote of a majority of the total votes held by the managers on the Board, including, but not limited to, with respect to exercising or not exercising on behalf of HoldCo, in its capacity as the general partner of HoldCo, the voting rights associated with the shares of Common Stock held by, or voted by proxy by, HoldCo (other than the approval of any change of control transaction involving the Registrant, which will require a Super Majority of the Managers as noted above).

Except as provided below, the LLC Agreement provides that a Limited Partner Entity may not withdraw without the prior approval of a Super Majority of the Managers. In addition, the LLC Agreement provides that the Board will use commercially reasonable efforts to provide each Limited Partner Entity with at least sixty-three (63) days prior notice (the “Member Transaction Notice”) of any notice provided to the Board of a meeting of the Board with respect to, or a request being made that the managers on the Board consent to: (i) a change of control transaction involving the Registrant, (ii) a transaction related to the incurrence or guarantee of indebtedness, which is not Permitted Indebtedness (as defined in the LLC Agreement) by the General Partner or HoldCo, or (iii) any retention or withholding of any distributions, other than for the purpose of repaying Permitted Indebtedness, General Partner receives from HoldCo with respect to the Common Stock of the Registrant held by HoldCo. In the event of a Member Transaction Notice, the LLC Agreement provides that each Limited Partner Entity will have the right to withdraw from HoldCo by delivering written notice to the General Partner within two (2) days after receipt of the Member Transaction Notice, which notice will be effective upon the sixty-first (61^st) day following delivery of such written notice of withdrawal to the General Partner, provided, that such withdrawing Limited Partner Entity will be obligated to pay its pro rata portion of the General Partner’s outstanding Permitted Indebtedness prior to such withdrawal. Moreover, the LLC Agreement provides that if a Limited Partner Entity withdraws from the General Partner, HoldCo will have the right to redeem all of the units of the General Partner (the “GP Units”) held by such Limited Partner Entity. The LLC Agreement provides that upon any Limited Partner Entity’s withdrawal from the General Partner, in return for the surrender of the GP Units held by such Limited Partner Entity, such Limited Partner Entity will receive a number of shares of Common Stock of the Registrant held by the General Partner immediately after redemption by the General Partner of a number HoldCo Units in proportion to the number of GP Units of the General Partner held by such withdrawing Limited Partner Entity. Upon a Limited Partner Entity’s withdrawal or redemption, the manager that such Limited Partner Entity appointed to the Board will immediately be removed from the Board and the size of the Board will be reduced by one manager.

The LLC Agreement provides that the GP Units may not be transferred without the prior approval of a Super Majority of the Managers, except that GP Units may be transferred in whole or part to a person within the Brown Family Branch of such Limited Partner Entity. Moreover, the LLC Agreement provides that, without the prior approval of at least a Super Majority of the Managers, no Limited Partner Entity may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of any part of the equity securities in such Limited Partner Entity or other direct or indirect interest in such Limited Partner Entity.

The LLC Agreement provides that any Limited Partner Entity that desires to transfer its GP Units in order to obtain liquidity, must submit a written notice to the Board containing the price and number of GP Units it wishes to offer. In such event, the LLC Agreement provides that the Board, by vote of all of the managers on the Board, may elect to have the General Partner (or any other person designated by vote of all of the managers on the Board) purchase all or any portion of the offered GP Units. Thereafter, the LLC Agreement provides that to the extent the Board does not elect to have the General Partner (or any other person designated by vote of all of the managers on the Board) purchase the offered GP Units, the non-offering Limited Partner Entities will be given the opportunity to purchase their pro rata portion of the offered GP Units and, if less than all of the GP Units are purchased by the non-offering Limited Partner Entities, then the non-offering Limited Partner Entities, who previously elected to purchase GP Units, will have the right to buy the remaining GP Units.

The LLC Agreement provides that the General Partner, as promptly as practicable after the General Partner receives any distributions from HoldCo with respect to the shares of Common Stock held by HoldCo, will make a distribution of such dividends to its members in proportion to the GP Units held by the members, provided that the General Partner may retain such dividends upon the determination of a Super Majority of the Managers.

The LLC Agreement provides that the General Partner will continue in perpetuity unless dissolved by the affirmative vote of three (3) votes held by the managers on the Board.

Limited Partner Irrevocable Proxy

HoldCo has received irrevocable proxies from each Limited Partner Entity pursuant to individual Irrevocable Proxy Substitution and Agreements (the “Limited Partner Irrevocable Proxy”), except for Alcyone Spirits, LLC (“Alcyone”), which has provided HoldCo with an Irrevocable Proxy (as defined below) in the amount of 4,186,454 shares of Common Stock (the “Alcyone Proxy Shares”). 42,287,463 of the Proxy Shares (the “Limited Partner Proxy Shares”), which includes the Pledged Proxy Shares, in the aggregate are subject to the Limited Partner Irrevocable Proxies. A summary of the terms of the Limited Partner Irrevocable Proxy is set forth below, which is qualified in its entirety by reference to the Limited Partner Irrevocable Proxy, the form of which is attached hereto as Exhibit 4 and incorporated by reference herein.

The Limited Partner Irrevocable Proxy appoints HoldCo as the substitute proxy for the applicable Limited Partner Entity and conveys the rights and powers granted to each such Limited Partner Entity by the Irrevocable Proxy (as described below) to HoldCo. As a result, Holdco is authorized to vote or act by written consent with respect to the Limited Partner Proxy Shares. The Limited Partner Irrevocable Proxy provides that each of the Limited Partner Entities subject to a Limited Partner Irrevocable Proxy covenants

that it will not take any action to amend, modify, replace, terminate, cancel, or otherwise alter the Limited Partner Irrevocable Proxy. The Limited Partner Irrevocable Proxy will automatically be revoked on the date the last of the Irrevocable Proxies to which the applicable Limited Partner Entity is a party to terminates (the “Limited Partner Irrevocable Proxy Termination Date”). HoldCo retains the ability to terminate any Limited Partner Irrevocable Proxy with respect to any of the Limited Partner Proxy Shares by providing written notice to the applicable Limited Partner Entity. In the event of a transfer of a portion of any Brown Family Participant’s Limited Partner Proxy Shares in accordance with the terms of the Irrevocable Proxy, the Limited Partner Irrevocable Proxy will terminate with respect to the portion of the Limited Partner Proxy Shares transferred by the Brown Family Participant immediately upon the effective date of such transfer. In addition, the Limited Partner Irrevocable Proxy provides that until the earlier to occur of (i) the third anniversary of the date of the Limited Partner Irrevocable Proxy and (ii) the Limited Partner Irrevocable Proxy Termination Date, the Limited Partner Entity granting the Limited Partner Irrevocable Proxy agrees that neither it nor any of its affiliates, and HoldCo agrees that neither it nor any of its affiliates, will engage in certain specified Restricted Transactions (as defined in the Limited Partner Irrevocable Proxy) with the Registrant unless such Restricted Transaction has been approved in advanced by the Audit Committee of the Registrant or another independent committee of the Board of Directors of the Registrant.

Irrevocable Proxy

With respect to (i) the Limited Partner Proxy Shares, to which the Limited Partner Entities have provided the Limited Partner Irrevocable Proxies, the Limited Partner Entities have received irrevocable proxies from Brown Family Participants within the Brown Family Branch represented by such Limited Partner Entity (the “Brown Family Participants Irrevocable Proxies”) and (ii) Alcyone, which has provided an irrevocable proxy directly to HoldCo with respect to the Alcyone Proxy Shares (with the Brown Family Participants Irrevocable Proxies, each an “Irrevocable Proxy” and collectively, the “Irrevocable Proxies”). Certain Covered Individuals are a party to an Irrevocable Proxy in favor of the Limited Partner Entity representing the Brown Family Branch of which such Covered Individual is a member. A summary of the terms of the Irrevocable Proxies is set forth below, which is qualified in its entirety by reference to the form of the Irrevocable Proxy, which is attached hereto as Exhibit 5 and incorporated by reference herein.

The Irrevocable Proxies convey to the Limited Partner Entities, and with respect to Alcyone, HoldCo, an irrevocable proxy and power of attorney, with full power of substitution and re-substitution, and authorizes the Limited Partner Entities, and with respect to Alcyone, HoldCo, to exercise all voting, consent or similar rights with respect to all of the Proxy Shares identified in such Irrevocable Proxy. Each Brown Family Participant executing an Irrevocable Proxy acknowledges and agrees that the applicable Limited Partner Entity, except for Alcyone which has provided an Irrevocable Proxy directly to HoldCo as noted above, will execute a Limited Partner Irrevocable Proxy and, consequently, HoldCo will undertake all of the obligations of the applicable Limited Party Entity. During the term of the Irrevocable Proxy, the grantor of the Irrevocable Proxy may not, directly or indirectly (by operation of law or otherwise), transfer, sell, assign, dispose, donate, pledge, bequest, hypothecate, convey, encumber or otherwise dispose of any Proxy Shares subject to an Irrevocable Proxy, or any interest therein; provided however, that a Brown Family Participant granting an Irrevocable Proxy may transfer its Proxy Shares to a Brown Family Transferee (as defined in the Irrevocable Proxy). In the event a Brown Family Participant transfers all or any portion of its shares of Common Stock subject to an Irrevocable Proxy, the Brown Family Transferee will be required, (i) to the extent not already subject to an Irrevocable Proxy, enter into an Irrevocable Proxy in substantially the form attached hereto as Exhibit 5, or (ii) to the extent the Brown Family Transferee is already a Brown Family Participant, such Brown Family Participant will agree that the shares of Common Stock acquired in the transfer are subject to and bound by the terms of such Brown Family Participant’s existing Irrevocable Proxy. In addition, the Irrevocable Proxies provide that the grantor may only transfer its Limited Proxy Shares to a third party upon at least six months prior written notice. The Irrevocable Proxies provide that in the event of a transfer of a portion of the grantor’s Proxy Shares to a third party (which is subject to the six months notice provision set forth in the preceding sentence), the Irrevocable Proxy will terminate with respect to the portion of the Proxy Shares transferred, immediately upon the effective date of such transfer. Moreover, in addition to the transfer restrictions described above, the Irrevocable Proxies provide that until the earlier to occur of (i) the third anniversary of the date of the Irrevocable Proxy and (ii) the Irrevocable Proxy Termination Date (as defined below), the grantor of the Irrevocable Proxy agrees that neither it nor any of its affiliates will engage certain specified Restricted Transactions (as defined in the Irrevocable Proxy) with the Registrant unless such Restricted Transaction has been approved in advanced by the Audit Committee of the Registrant or another independent committee of the Board of Directors of the Registrant. Each Irrevocable Proxy will terminate, and be of no further force or effect, upon the first to occur of (i) the date that all of the grantor’s Proxy Shares have been transferred by such person, provided, that the transfer conforms to the requirements set forth in the Irrevocable Proxy; (ii) the date HoldCo dissolves in accordance with the Limited Partnership Agreement; or (iii) the date the Limited Partner Entity withdraws as limited partner of HoldCo and a member of the General Partner (the “Irrevocable Proxy Termination Date”).

Pledged Shares Irrevocable Proxy

A certain Limited Partner Entity has received irrevocable proxies from the persons listed on Schedule D (each a “Pledge Person”) attached hereto pursuant to Irrevocable Proxies and Powers of Attorney (the “Pledged Shares Irrevocable Proxy”) entered into by such persons and such Limited Partner Entity. 2,415,000 of the Proxy Shares (the “Pledged Proxy Shares”) in the aggregate are subject to the Pledged Shares Irrevocable Proxies. A summary of the Pledged Shares Irrevocable Proxy is set forth below, which is qualified in its entirety by reference to the Pledged Shares Irrevocable Proxy, the form of which is attached hereto as Exhibit 6 and incorporated by reference herein.

The Pledged Proxy Shares have been pledged by Pledged Persons to financial institutions prior to the date hereof as collateral for loans made by such institutions to the Pledged Persons and/or related persons thereof. These arrangements with financial institutions were made on arms-length terms and include standard default provisions, such that if the Pledged Persons were to default on their obligations to these financial institutions, the financial institutions would have the ability to foreclose upon the Pledged Shares in a manner that would cause the financial institutions or another person to obtain voting power and investment power over the Pledged Shares.

The Pledged Shares Irrevocable Proxy conveys to the applicable Limited Partner Entity an irrevocable proxy and power of attorney, with full power of substitution and re-substitution, and authorizes such Limited Partner Entity to exercise all voting, consent or similar rights with respect to all of the Pledged Proxy Shares identified in the Pledged Shares Irrevocable Proxy. Each Brown Family Participant executing a Pledged Shares Irrevocable Proxy acknowledges and agrees that the applicable Limited Partner Entity will execute a Limited Partner Irrevocable Proxy and, consequently, HoldCo will undertake all of the obligations of the applicable Limited Party Entity. The Pledged Shares Irrevocable Proxy provides that the Pledge Person will not, during the term of the Pledged Shares Irrevocable Proxy, directly or indirectly (by operation of law or otherwise), transfer, sell, assign, dispose, donate, pledge, bequest, hypothecate, convey, encumber or otherwise dispose of any of the Pledged Shares, or any interest therein; provided, however, the Pledged Proxy Shares may be transferred in connection with a pledge that creates a mere security interest in the Pledged Proxy Shares pursuant to a loan, indebtedness or similar transaction.

Moreover, in addition to the transfer restrictions described above, the Pledged Shares Irrevocable Proxy provides that until the earlier to occur of (i) the third anniversary of the date of the Pledged Shares Irrevocable Proxy and (ii) the Pledged Shares Irrevocable Proxy Termination Date (as defined below), the Pledge Person granting the Pledged Shares Irrevocable Proxy agrees that neither it nor any of its affiliates will engage in certain specified Restricted Transactions (as defined in the Pledged Shares Irrevocable Proxy) with the Registrant unless such Restricted Transaction has been approved in advanced by the Audit Committee of the Registrant or another independent committee of the Board of Directors of the Registrant. The Pledged Shares Irrevocable Proxy will terminate on the earliest to occur of (i) the date a pledgee forecloses on all of the Pledged Proxy Shares subject to the applicable Pledged Shares Irrevocable Proxy; (ii) the date HoldCo dissolves in accordance with the Partnership Agreement; and (iii) the date the Limited Partner Entity of the Pledge Person withdraws as a limited partner of HoldCo and a member of the General Partner (the “Pledged Shares Irrevocable Proxy Termination Date”). In the event of a foreclosure on a portion of the Pledged Proxy Shares, the applicable Pledged Shares Irrevocable Proxy will terminate with respect to the portion of the Pledged Proxy Shares subject to the foreclosure at the effective time of the foreclosure.

Other than as described in Items 4 and 5 (which are incorporated into this Item 6 by this reference) and this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Registrant or, to the knowledge of the Reporting Person, any Covered Individuals and any person with respect to any securities of the Registrant.

Item 7. Material to be filed as Exhibits

Exhibit 1:	Joint Filing Agreement
Exhibit 2:	Limited Partnership Agreement of HoldCo dated as of March 23, 2017
Exhibit 3:	Limited Liability Company Agreement of General Partner dated as of March 23, 2017
Exhibit 4:	Form of Irrevocable Proxy Substitution and Agreement entered into by each of the Limited Partner Entities in favor of HoldCo
Exhibit 5:	Form of Irrevocable Proxy and Power of Attorney
Exhibit 6:	Form of Irrevocable Proxy and Power of Attorney (Pledged Shares)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2017

Wolf Pen Branch, LP
By:	Wolf Pen Branch GP, LLC, its general partner
	By:	/s/ Martin S. Brown, Jr.
		Name:	Martin S. Brown, Jr.
		Title:	Chairman
Wolf Pen Branch GP, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Chairman

Schedule A

Information about the Covered Individuals

The following information is set forth below with respect to the Covered Individuals. Each of the Covered Individuals serves as a member of the Board. Martin S. Brown, Jr., in his role as Chairman, serves as the sole officer of the General Partner.

Name	Principal Occupation	Name/Address of Employer	Principal Business
Brooke B. Barzun	Private Investor	c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Private Investing
Campbell P. Brown	President, Managing Director Old Forester	Brown-Forman Corporation c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Manufacturing, Marketing, Distilling & Selling Wine and Spirits
Martin S. Brown, Jr.	Attorney	Adams and Reese LLP c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Law Firm
Garvin B. Deters	Private Investor	c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Private Investing
Marshall B. Farrer	Vice President, Managing Director of Global Travel Retail	Brown-Forman Corporation c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Manufacturing, Marketing, Distilling & Selling Wine and Spirits
Sandra A. Frazier	Founding and Managing Member, Tandem Public Relations	Tandem Public Relations, LLC c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Public Relations and Communications Client Consulting
W. Austin Musselman, Jr.	Private Investor	c/o The Glenview Trust Company 4969 U.S. Highway 42, Suite 2000 Louisville, Kentucky 40222 Attention: Sherry M. Feldpausch, Esq.	Private Investing

Schedule B

Limited Partner Entities

The following list sets forth the names of each of the Limited Partner Entities.

Alcyone Spirits, LLC

Bodley Partners, LLC

CBGB 2017 LP

Dogwood Hill Holdings LLC

Little Goose Creek, LLC

Southfork LLC

White Oak Partners, LLC

Schedule C

Transactions by Covered Individuals During the Last 60 Days

Name	Date of Transaction	Amount of Shares of Common Stock Involved		Price Per Share		Where/How Transaction Effected
Brooke B. Barzun	March 23, 2017		15,000		—	Ms. Barzun contributed 15,000 shares of Common Stock to a family limited liability company.
Campbell P. Brown	February 13, 2017		1,150		—	Campbell Brown Revocable Trust gifted 1,150 shares of Common Stock to another family trust.
	February 13, 2017		575		—	A family member transferred 575 shares of Common Stock to the Geo. Garvin Brown IV Irrevocable Family Trust.
Marshall B. Farrer	March 23, 2017		630		—	Mr. Farrer contributed 630 shares of Common Stock to a family limited liability company.
W. Austin Musselman, Jr.	February 14, 2017		2,900		—	W. Austin Musselman, Jr. Revocable Trust gifted 2,900 shares of Common Stock to five family trusts.
	February 28, 2017		175,414		—	W. Austin Musselman, Jr. Revocable Trust transferred 133,576 shares of Common Stock to a family trust and 44,738 shares of Common Stock to five family trusts, in exchange for shares of the Registrant’s Class B Common Stock of equivalent value.
	March 23, 2017		60,000		—	W. Austin Musselman, Jr. Revocable Trust transferred 60,000 shares of Common Stock to a family limited liability company.

Schedule D

Pledge Persons

The following list sets forth the Pledge Persons that have granted Pledged Shares Irrevocable Proxies to HoldCo.

Laura Lee Brown

2014 Legacy 31 LLC

2014 Legacy 40 LLC

2014 Legacy Guarantee LLC

HF Preservation LLC

Exhibit Index

Exhibit	Description of Exhibit
Exhibit 1:	Joint Filing Agreement
Exhibit 2:	Limited Partnership Agreement of HoldCo dated as of March 23, 2017
Exhibit 3:	Limited Liability Company Agreement of General Partner dated as of March 23, 2017
Exhibit 4:	Form of Irrevocable Proxy Substitution and Agreement entered into by each of the Limited Partner Entities in favor of HoldCo
Exhibit 5:	Form of Irrevocable Proxy and Power of Attorney
Exhibit 6:	Form of Irrevocable Proxy and Power of Attorney (Pledged Shares)

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated as of March 28, 2017

Wolf Pen Branch, LP
By:	Wolf Pen Branch GP, LLC, its general partner
	By:	/s/ Martin S. Brown, Jr.
	Name:	Martin S. Brown, Jr.
	Title:	Chairman

Wolf Pen Branch GP, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Chairman

EX-99.2

Exhibit 2

EXECUTION VERSION

AGREEMENT OF LIMITED PARTNERSHIP

OF

WOLF PEN BRANCH, LP

THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), of Wolf Pen Branch, LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of the 23rd day of March, 2017, by and between Wolf Pen Branch GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), the Persons listed on the signature pages attached hereto as the initial limited partners of the Partnership (hereinafter referred to individually as a “Limited Partner” and collectively as the “Limited Partners” and collectively with the General Partner, the “Partners”), and such other Persons as may execute a Joinder Agreement in a form substantially similar to that set forth in Exhibit A attached hereto as Partners.

RECITALS

WHEREAS, the Partnership is designed to reinforce, complement and formalize the governance role that a number of descendants of Owsley Brown I and Laura Lee Lyons (the “Family”) and various branches of the Family currently play with respect to Brown-Forman Corporation (“PubCo”) and the PubCo Board of Directors.

WHEREAS, the Partnership is not intended to alter or change any of the governance initiatives that have been led by PubCo, the PubCo Board of Directors, and/or the Family in the past.

WHEREAS, the Partners have made the contributions and own the Units reflected on the contribution and ownership schedule maintained by the Partnership as amended from time to time.

WHEREAS, as of the date hereof, the Partners in the Family Branches have contributed shares of Class A Common Stock of PubCo to the Partnership.

WHEREAS, the Partnership was formed on March 20, 2017 as a limited partnership in accordance with the Act.

WHEREAS, as of the date hereof, the Partnership and the Partners desire to adopt this Agreement, and issue partnership interests to the Partners and to set out fully their respective rights, obligations and duties regarding the Partnership and its assets and liabilities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Organizational Matters

1.1 Formation and Certificate of Limited Partnership. The Partnership was formed on March 20, 2017, pursuant to the provisions of the Act and the rights and liabilities of the Partners shall be as provided in the Act, except as herein otherwise provided. The Certificate of Limited Partnership of the Partnership (the “Certificate of Limited Partnership”) has been filed with the office of the Secretary of State of the State of Delaware.

1.2 Name. The name of the Partnership shall be “Wolf Pen Branch, LP”. The General Partner may change the name of the Partnership at any time and from time to time. The Partnership’s business may be conducted under its name and/or any other name or names deemed advisable by the General Partner.

1.3 Purpose. The purpose of the Partnership shall be to (a) engage in any lawful acts or activities for which limited partnerships may be organized under the Act, and (b) engage in all other activities necessary or incidental to any of the foregoing.

1.4 Principal Office; Registered Office. The principal office of the Partnership shall be located at such place as the General Partner may from time to time designate, and all business and activities of the Partnership shall be deemed to have occurred at its principal office. The Partnership may maintain offices at such other place or places as the General Partner from time to time deems advisable. The registered agent for service of process and the registered office of the Partnership shall be the Person and location reflected in the Certificate of Limited Partnership or such other office (which need not be a place of business of the Partnership) as the General Partner may designate at any time and from time to time in the manner provided by applicable law.

1.5 Term. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of ARTICLE 9.

ARTICLE 2

Management

Wolf Pen Branch GP, LLC is hereby selected as the initial General Partner. The General Partner shall conduct, direct and exercise full and exclusive control over all activities of the Partnership (including, subject to the terms of this Agreement, all decisions relating to the issuance of additional Equity Securities); (ii) all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner except as may be delegated by the General Partner; and (iii) the General Partner shall have the sole power to bind or take any action on behalf of the Partnership, or to exercise any rights and powers (including, without limitation, exercising or not exercising the voting rights associated with Class A Common Stock of PubCo held by, or voted by proxy by, the Partnership, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) including those granted to the Partnership under this Agreement or any other agreement, instrument, or other document to

- 2 -

which the Partnership is a party. The General Partner’s signature shall be sufficient to bind the Partnership and Partners other than the General Partner shall not be responsible for the management of the Partnership, shall not have authority to bind the Partnership, and agree not to take any action intended to bind the Partnership. The General Partner may only be removed by, and a new general partner of the Partnership may only be selected by, unanimous vote of the Limited Partners.

ARTICLE 3

Books and Records; Reports and Information; Confidentiality

3.1 Books and Records. The Partnership shall keep appropriate books and records pertaining to the business of the Partnership and the proceedings of the General Partner. The books and records of the Partnership shall be kept at the principal office of the Partnership or at such other place, within or without the State of Delaware, as the General Partner shall reasonably from time to time determine. The General Partner may keep confidential from the Partners any information which the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business or which the Partnership is required by law or by agreement with a third party to keep confidential.

3.2 Determination by General Partner. All matters concerning (a) the determination of the relative amount of allocations and distributions among the Partners pursuant to this Agreement and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the General Partner, whose determination shall be final and conclusive as to all of the Partners absent manifest clerical error.

3.3 Accounting. The Partnership shall keep its accounting records and shall report its income for income tax purposes on a calendar year basis using such method of accounting as the General Partner shall determine. The Partnership shall furnish financial statements and reports to each Partner sufficient to enable such Partner to fulfill its responsibilities under federal and state income tax laws.

3.4 Deposits. All funds of the Partnership shall be deposited in an account or accounts in such banks, trust companies or other depositories as the General Partner may reasonably select or approve.

3.5 Agreements, Consents, Checks, Etc. All agreements, consents, checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Partnership shall be signed by the General Partner.

3.6 Tax Controversies. The General Partner shall be the Partnership’s Tax Matters Partner as defined in Code Section 6231(a)(7) and any comparable provision of state or local tax law, as in effect for taxable years beginning before December 31, 2017, and the Partnership Representative (as defined in Code Section 6223(a), as in effect for taxable years beginning after December 31, 2017, and the Treasury Regulations thereunder) of the Partnership. Each Partner agrees to cooperate with the Partnership and do or refrain from doing any or all things reasonably

- 3 -

requested by the Partnership with respect to the conduct of any or all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings.    In the event that Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, apply to the Partnership, the Partnership Representative may elect under Section 6226 of the Code to require each Person who was a Partner during any taxable year of the Partnership that was audited to personally bear any tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their proportionate share of such audit adjustments and, if for any reason, the Partnership is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Partner during the taxable year of the Partnership that was audited shall pay to the Partnership an amount equal to such Person’s proportionate share of such liability, as determined by the General Partner, based on the amount each such Person should have borne (computed at the tax rate used to compute the Partnership’s liability) had the Partnership’s tax return for such taxable year reflected the audit adjustment, and the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions.

3.7 Tax Elections. The Partnership shall make or decline to make the election provided in Section 754 of the Code and other tax elections as determined by the General Partner. The Partnership shall make such basis adjustments, if any, as may be required under Code Section 734 and Code Section 743 in the absence of a Code Section 754 election.

3.8 SEC Filings. In the event that the Partnership and/or the General Partner is required to file a report of beneficial ownership on Schedule 13D or 13G or any other report required pursuant to applicable securities laws with respect to the shares of Class A Common Stock of PubCo held by the Partnership (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), each Partner will provide to the Partnership and/or the General Partner any information related to such Partner or any related Person thereof which may be requested by the General Partner in connection with any such securities filings and/or otherwise required or necessary pursuant to any securities laws, and each Partner agrees that any such information which such Partner furnishes will be complete and accurate.

3.9 Confidentiality and Acknowledgements. Each Partner recognizes and acknowledges that such Partner has and may in the future receive certain confidential and proprietary information and trade secrets of the Partnership, the General Partner and PubCo (the “Confidential Information”). The term Confidential Information will be interpreted to include all information of any sort (in a tangible or intangible form) that is (i) related to the Partnership, the General Partner or PubCo, and (ii) is not publicly known. Each Partner agrees not to disclose or use for such Partner’s own account any Confidential Information without the General Partner’s prior consent, except (A) to the extent that any Confidential Information becomes generally known to and available for use by the public other than as a result of such Partner’s acts or omissions; (B) to the extent that any Confidential Information is required to be disclosed pursuant to any applicable law or court order; or (C) for disclosure to such Partner’s attorneys and accountants; provided that, in the case of subsection (C) hereof, such Partner shall cause each Person receiving such Confidential Information to be informed that such Confidential Information is strictly confidential and subject to this Agreement and to agree not to disclose or use such information except as provided herein.

- 4 -

ARTICLE 4

Units, Admissions and Capital Contributions

4.1 Units.

(a) General. The partnership interests of the Partnership shall consist of Units. The Partnership shall initially have two (2) classes of Units: General Partner Units and Limited Partner Units. Only the General Partner may hold General Partner Units. Both General and Limited Partners may hold Limited Partner Units. The Limited Partner Units may be divided into one or more types, classes or series, with each type or class or series having the rights and privileges, including voting rights, if any, set forth in this Agreement. The Partnership may, but need not, issue certificates representing Units. A Unit shall for all purposes be personal property. No Partner has any interest in specific assets or property of the Partnership. Ownership of a Unit (or fraction thereof) shall not entitle a Partner to call for a partition or division of any asset or property of the Partnership or for any accounting.

(b) Authorized Units. The Units which the Partnership has authority to issue consists of an unlimited number of Limited Partner Units and General Partner Units and such other class or series and number of other Equity Securities of the Partnership as the General Partner may authorize for issuance from time to time. Each Limited Partner Unit shall entitle the Partner owning such Unit to one (1) vote on any matter voted on by the Limited Partners as provided in this Agreement or as required by applicable law. The Partnership may issue fractional Units. The ownership by a Partner of any Unit shall entitle such Partner to allocations of Profits and Losses and other items and distributions of cash and other property as set forth in ARTICLE 5 hereof. The General Partner shall maintain a schedule of all Partners from time to time which sets forth the capital contributions made by them and the Units held by them (as the same may be amended, modified or supplemented from time to time by the General Partner in accordance with the terms of this Agreement).

4.2 Admission of New Partners. Any Person may be admitted to the Partnership as a Partner with the approval of the General Partner. The terms and conditions of admission shall include, but are not limited to, a requirement that the new Partner sign a Joinder Agreement in the form attached hereto as Exhibit A or such other form as required by the General Partner, and a requirement that the new Partner pay for such new Partner’s share of Organizational Expenses in an amount to be determined by the General Partner, provided, that the terms and conditions of admission of any new Partner may vary from the foregoing as determined by the General Partner.

4.3 Capital Contributions. Each initial Partner named on the signature pages attached hereto has made (or shall be deemed to have made) Capital Contributions as of the date hereof (unless another date is specifically specified in the records of the Partnership) to the Partnership in the amount set forth in such Partner’s respective Contribution Agreement in exchange for the Units specified therein. The Partnership shall keep a record of Capital Contributions and maintain a register of Unit ownership. No other Capital Contributions are required or permitted except in accordance with the terms of this Agreement.

- 5 -

4.4 Other Additional Contributions. Limited Partners may make additional Capital Contributions with the approval and under the terms and conditions set by the General Partner (including additional contributions of shares of Class A Common Stock of PubCo in exchange for Limited Partner Units of the Partnership upon the prior approval of the General Partner). The tax basis and agreed value of such contributions shall be reflected in the Partnership’s books and records. Partners shall not be required to make additional contributions.

ARTICLE 5

Allocations

5.1 Capital Accounts. A Capital Account shall be maintained for each Partner. Each Partner’s Capital Account shall be credited with (i) such Partner’s Capital Contributions, (ii) such Partner’s share of Profits and any items in the nature of income or gain that are specifically allocated to such Partner, and (iii) the amount of any Partnership liabilities assumed by such Partner, and shall be debited with (x) such Partner’s share of Losses and any items in the nature of losses or expenses that are specifically allocated to such Partner, (y) the amount of money and the Carrying Value of any other property distributed to such Partner (net of liabilities that such Partner assumes or takes subject to) pursuant to any provision of this Agreement, and (z) the amount of any liabilities of such Partner assumed by the Partnership; provided, however, that each such Partner’s Capital Account shall be adjusted by such Partner’s share of income, gain, deduction or loss described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g). In determining the amount of any liability for purposes of this Section 5.1, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations. Each Partner’s Capital Account shall include that of any predecessor of such Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

5.2 Allocations of Profits and Losses. Except as otherwise provided in Section 5.3, Profits and Losses for each taxable year or other period shall be allocated pro rata among the Partners in proportion to the Units held by the Partners.

5.3 Regulatory Allocations.

(a) Notwithstanding anything to the contrary contained herein, the Agreement shall be deemed to contain (1) a “minimum gain chargeback” provision, within the meaning of Treasury Regulations Section 1.704-2(f); and (2) a “partner minimum gain chargeback” provision within the meaning of Treasury Regulations Section 1.704-2(i)(4), and there shall be allocations consistent with such provisions.

(b) If any Partner unexpectedly receives an adjustment, allocation or distribution of the type contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Partners (to the extent of and in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Partner as quickly as possible. It is intended that this Section 5.3(b) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

- 6 -

(c) Notwithstanding any other provisions of the Agreement, no loss or deduction shall be allocated to any Partner to the extent that such allocation would cause or increase an Adjusted Capital Account Deficit of such Partner. Any such loss or deduction shall be reallocated away from such Partner and to the other Partners in accordance with this Agreement, but only to the extent that such reallocation would not cause or increase an Adjusted Capital Account Deficit with respect to such other Partners. To the extent that allocations of loss or deduction have been made pursuant to this Section 5.3(c), future allocations of income and gain, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such allocations of loss or deduction.

(d) Notwithstanding anything contained herein to the contrary, nonrecourse deductions, within the meaning of Treasury Regulations Section 1.704-2(b)(1), shall be allocated to the Partners in proportion to the Units held by the Partners, and any item of Partnership loss or deduction that is attributable to a “partner non-recourse debt” (within the meaning of Treasury Regulations Section 1.704-2) shall be allocated to the Partners that bear the economic risk of loss for such debt (within the meaning of Treasury Regulations Section 1.752-2).

5.4 Tax Allocations.

(a) Except as otherwise provided in Section 5.4(b), items of Partnership income, gain, loss, deduction and credit shall be allocated, for federal, state and local income tax purposes, among the Partners in accordance with the allocation of such income, gain, losses, deductions, and credits among the Partners under Section 5.2 and Section 5.3.

(b) Items of taxable income, gain, loss and deduction with respect to Partnership property that has a Carrying Value different from its adjusted basis for federal income tax purposes will be shared among the Partners so as to take account of such difference in accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder. The General Partner may select any reasonable method or methods for making such allocations including, without limitation, any method described in Treasury Regulations Sections 1.704-3(b), (c), or (d). In the event the Carrying Value of any Partnership property is adjusted pursuant to the definition of Carrying Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between such property’s adjusted basis for federal income tax purposes and such Carrying Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

5.5 Other Tax Matters.

(a) Section 706. If during any taxable year of the Partnership there is a change in any Partner’s Unit ownership in the Partnership, allocations of income or loss for such taxable year shall take into account the varying Unit ownership interests of the Partners in the Partnership in a manner selected by the General Partner which is consistent with the requirements of Code Section 706 and the Treasury Regulations thereunder.

- 7 -

(b) State and Local Items. Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Partners in a manner consistent with the allocation for federal income tax purposes in accordance with the foregoing provisions of this ARTICLE 5.

(c) Excess Nonrecourse Liabilities. For purposes of Treasury Regulations Section 1.752-3(a)(3), the Partners agree that “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)(3)) of the Partnership shall be allocated pro rata among the Partners in proportion to the Units held by the Partners.

ARTICLE 6

Distributions

6.1 Minimum Distributions.

(a) Distribution of PubCo Dividends.

(i) Subject to Section 6.1(a)(ii), as promptly as practicable after the Partnership receives any dividends from PubCo with respect to shares of Class A Common Stock of PubCo held by the Partnership, the Partnership shall make a distribution of such dividend amount to the Partners in proportion to the Units held by the Partners.

(ii) The Partnership may from time to time retain any dividends it receives from PubCo with respect to shares of Class A Common Stock of PubCo held by the Partnership, and thereby reduce the amount of the distributions contemplated by Section 6.1(a)(i), upon the determination of the General Partner.

(b) Tax Distributions. If the General Partner determines that distributions under the preceding Section 6.1(a) are insufficient to enable the Partners to pay federal and state income taxes attributable to the Partnership items, then the Partnership shall make additional distributions as the General Partner may determine. It is understood and agreed that any distributions to a Partner under this Section 6.1(b) will reduce dollar-for-dollar, distributions that would have otherwise been made to the Partner under this ARTICLE 6 or Section 9.2(b).

6.2 Additional Distributions. The Partnership may make distributions in addition to those required by Section 6.1 in the amounts and at the times determined by the General Partner. Any such distributions shall be made out of assets of the Partnership, and shall be divided among the Partners in proportion to the Units held by the Partners.

ARTICLE 7

Withdrawals and Transfers

7.1 Withdrawal.

(a) No Partner shall have the power or right to withdraw or otherwise resign from the Partnership prior to the dissolution and winding up of the Partnership pursuant

- 8 -

to ARTICLE 9, without the prior approval of the General Partner, except as provided in the following subsections of this Section 7.1.

(b) The General Partner shall use all reasonable efforts to provide each Limited Partner with at least sixty-three (63) days prior notice (the “Limited Partner Transaction Notice”) of any notice being provided to the Board of a meeting of the Board with respect to, or a request being made that Managers on the Board consent to, (i) any Change of Control Transaction, (ii) any transaction involving the incurrence or guarantee of any indebtedness (including unfunded capacity for any indebtedness) by the Partnership or the General Partner other than any Permitted Indebtedness, or (iii) any retention or withholding of any dividends the Partnership receives from PubCo with respect to shares of Class A Common Stock of PubCo held by the Partnership (other than for the purpose of repaying any Permitted Indebtedness). Solely in the event of receipt of a Limited Partner Transaction Notice, each Limited Partner shall have the right, by delivery of a written notice of withdrawal to the General Partner within two (2) days after receipt of a Limited Partner Transaction Notice, to completely withdraw from the Partnership effective upon the sixty-first (61st) day following delivery of such written notice of withdrawal to the General Partner, provided, that such withdrawing Limited Partner shall be obligated to pay to the Partnership such withdrawing Limited Partner’s Pro Rata Share of the Partnership’s outstanding Permitted Indebtedness prior to such withdrawal.

(c) In the event that a member of the General Partner associated with a specific Family Branch withdraws from the General Partner, the Partnership shall have the right to redeem all of the Units held by the Limited Partner that is associated with such Family Branch. After such redemption, such Limited Partner shall be deemed to have completely withdrawn from the Partnership. Each Limited Partner, by such Limited Partner’s signature hereto, appoints the General Partner and the Partnership, with full power of substitution and resubstitution, as such Limited Partner’s true and lawful attorney-in-fact to execute any agreements, documents or instruments in connection with the Partnership’s redemption of a Limited Partner’s Units pursuant to this Section 7.1(c), and granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 7.1(c) as such Limited Partner might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. Each Limited Partner hereby affirms that this power of attorney is granted as a term of this Agreement and, as such, is coupled with an interest and, to the fullest extent permitted by law, shall remain in full force and effect while the provisions of this Section 7.1(c) remain in effect, and shall not be subject to termination by the Limited Partner or by operation of law, whether by the death or incapacity of the Limited Partner or any executor or trustee, or by the dissolution or liquidation of any Person, or by the occurrence of any other event. It is understood and agreed by each such Limited Partner that this appointment, empowerment and authorization may be exercised by the aforementioned persons for the period beginning on the date hereof and ending on the date such Limited Partner is no longer subject to the provisions of this Agreement

- 9 -

(and shall extend thereafter for such time as is required to reflect that such Limited Partner is no longer subject to the provisions of this Agreement).

(d) Any Limited Partner that has withdrawn from or been redeemed by the Partnership shall, in return for the surrender of its Units in the Partnership, receive a number of shares of Class A Common Stock of PubCo held by the Partnership that is equal to (i) the Percentage Interest of such Limited Partner multiplied by (ii) the total number of shares of Class A Common Stock of PubCo held by the Partnership, provided, however that if the Partnership holds investments or assets other than shares of Class A Common Stock of PubCo, then the withdrawing Limited Partner shall also receive its Percentage Interest of such investments or assets. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Limited Partner will not be considered a Limited Partner for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Limited Partner’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

(e) In the event that a Limited Partner will be withdrawing or will be redeemed by the Partnership, in order to fund such Limited Partner’s corresponding withdrawal or redemption as a member of the General Partner, the Partnership shall also automatically redeem a number of the General Partner’s Units that is in proportion to the number of units of the General Partner that are held by the Limited Partner that is withdrawing or being redeemed (in return for a proportional number of shares of Class A Common Stock of PubCo (or other investments or assets) determined in the same manner as provided in Section 7.1(d)).

7.2 Transfers of Units.

(a) A Partner may Transfer such Partner’s Units in whole or in part to a Person that is part of the same Family Branch as such Partner at any time. If such Transferee is not already a Partner, such Transferee shall be admitted as a Partner of the Partnership subject to Section 4.2. In addition, if a trustee of a Partner which is an irrevocable trust is replaced, the successor trustee shall automatically be admitted to the Partnership. Other than as provided in the first sentence of this Section 7.2(a), (i) no Partner may Transfer any part of its Units without the prior approval of the General Partner and (ii) no Partner may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of any part of the Equity Securities in such Partner or other direct or indirect interest in such Partner without the prior approval of the General Partner. A change in beneficiaries of a trust shall be deemed a Transfer. The Partnership shall not recognize any attempted Transfer in violation of this Section 7.2(a).

(b) All Partners acknowledge that the Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) in reliance on the exemption afforded by Section 4(2) of the 1933 Act. Therefore, to preserve said exemption and notwithstanding anything contained herein to the contrary, the Partners hereby agree that Units shall be nontransferable and nonassignable, except in compliance with the

- 10 -

registration provisions of the 1933 Act, or an exemption or exemptions therefrom, and in compliance with (or exemption from) applicable state securities laws and rules and regulations promulgated thereunder, and any attempted or purported Transfer in violation of the foregoing shall be void and of no effect. Accordingly, as an additional condition precedent to any Transfer of any Units, the General Partner may require an opinion of counsel satisfactory to the General Partner that such Transfer will be made in compliance with the registration provisions of the 1933 Act (or exemptions therefrom), and in compliance with (or exemptions from) applicable state securities laws and rules and regulations promulgated thereunder, and such Transferor shall be responsible for paying any attorneys’ fees incurred in connection with the opinion.

7.3 Liquidity Mechanism.

(a) Offer. A Partner that desires to Transfer any of its Units (the “Transferring Partner”) to obtain liquidity (other than a Transfer to a Person that is part of the same Family Branch as such Transferring Partner) must submit a written notice (the “Offer Notice”) to the General Partner with the desired number of Units proposed to be Transferred (the “Offered Units”) and the offered price for the Transfer of such Units.

(b) Partnership Election. Within thirty (30) days of receipt of the Offer Notice, the General Partner may elect to have the Partnership (or any other Person designated by the General Partner) purchase all or any portion of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Partner and each other Partner holding Units of the class and/or series of Units to be Transferred by the Transferring Partner (the “Eligible Partners”).

(c) Eligible Partner Election. If the General Partner does not elect to have the Partnership (or a designee of the General Partner) purchase all of the Offered Units, the Partnership shall provide written notice (the “Eligible Partner Offer Notice”) to the Eligible Partners within thirty-five (35) days of receipt of the Offer Notice of the number of Offered Units that the Partnership (or a designee of the General Partner) has elected not to purchase. Each Eligible Partner may elect to purchase up to such Eligible Partner’s pro rata portion of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Partner and the Partnership within thirty (30) days after delivery of the Eligible Partner Offer Notice. Any Offered Units not elected to be purchased by the end of such thirty (30) day period shall during the immediately following five (5) day period be reoffered by the Transferring Partner to the Eligible Partners who have elected to purchase their pro rata portion of the Offered Units and, if such Eligible Partners collectively indicate interest within said five (5) day period in acquiring additional Offered Units in an amount in excess of the aggregate amount of Offered Units remaining, such remaining Offered Units will be allocated among such Eligible Partners pro rata.

(d) Closing. If the Partnership (or a designee of the General Partner) and/or the Eligible Partners have elected to purchase all of the Offered Units from the Transferring Partner, such purchase shall be consummated as soon as practicable after the

- 11 -

delivery of the election notice(s) to the Transferring Partner, but in any event within thirty (30) days after such delivery of the election notice(s) (subject to extension as reasonably necessary due to regulatory requirements).

(e) No Election. If the Partnership (or a designee of the General Partner) and/or the Eligible Partners do not elect, in the aggregate, to purchase all of the Offered Units from the Transferring Partner, the Transferring Partner may (i) accept a Transfer of the portion of the Offered Units that were elected to be purchased, (ii) cancel the contemplated Transfer of all of the Offered Units, or (iii) extend discussions with the General Partner or the Eligible Partners with respect to Transfer of the Offered Units on the terms specified in the Offer Notice for an additional thirty (30) days.

7.4 PubCo Shares Held By Partners. Each Partner, prior to Transferring any shares of Class A Common Stock or Class B Common Stock of PubCo held by such Partner, shall in good faith consider Transferring such shares to other Partners as if such shares were Units in the same manner as contemplated in Section 7.3, provided, that this Section 7.4 shall not apply to Transfers of shares of Class A Common Stock or Class B Common Stock of PubCo to other members of the Family or to PubCo or Transfers for estate planning or charitable purposes.

7.5 Units in the General Partner. Each Partner agrees that in the event that a member of the General Partner associated with a specific Family Branch transfers any of its units in the General Partner pursuant to the Limited Liability Company Agreement of the General Partner, the Partner that is associated with such Family Branch shall, with the approval of the General Partner, Transfer its Units in the Partnership to the same transferee.

ARTICLE 8

Rights and Obligations of Partners

8.1 Liability of Partners. The Limited Partners shall not be bound by or liable for the repayment, satisfaction or discharge of Partnership debts, liabilities and obligations.

8.2 No Management Responsibility or Authority to Act. No Limited Partner shall take part in the management of the business or transact any business for the Partnership. All management responsibility is vested in the General Partner. No Limited Partner shall have the power to act on behalf of or bind the Partnership (including, but not limited to, with respect to any shares of Class A Common Stock of PubCo that a Limited Partner has contributed to the Partnership). All authority to act on behalf of the Partnership is vested in the General Partner. Any actions taken by any Limited Partner purportedly on behalf of the Partnership or that purportedly bind the Partnership shall be void and shall have no force or effect.

8.3 Waiver of Liability. Except as otherwise provided herein or in any agreement entered into by such Person and the Partnership and to the maximum extent permitted by the Act, no present or former General Partner nor any of the General Partner’s Affiliates, agents or representatives shall be liable to the Partnership or to any Partner for any act or omission performed or omitted by such Person in his, her or its capacity as the General Partner or an agent or representative thereof; provided, that such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s willful misconduct or bad faith, in each case

- 12 -

as determined by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The General Partner shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the General Partner in good faith reliance on such advice shall in no event subject the General Partner or any of the General Partner’s Affiliates, agents or representatives to liability to the Partnership or any Partner.

8.4 Standards. The General Partner shall be entitled to consider interests of any Family Branch as well as the interests of the Family more broadly in connection with actions to be taken and determinations to be made by the General Partner.

8.5 Indemnification.

(a) Generally. The Partnership hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Partnership to provide broader indemnification rights than the Partnership is providing immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes and penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was serving as the General Partner or an agent or representative thereof; provided, that, unless the General Partner otherwise consents, no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by an Indemnified Person or its Affiliates to the extent the act or omission was attributable to such Indemnified Person’s or its Affiliates’ (excluding, for purposes hereof, the Partnership’s) willful misconduct or bad faith, in each case as determined by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided further, that, unless the General Partner otherwise consents, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person, on the one hand, and the Partnership, on the other. Expenses, including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding (but not a proceeding initiated by such Indemnified Person, other than a proceeding to enforce such Indemnified Person’s rights under this Section 8.5) shall be paid by the Partnership in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Partnership under this Section 8.5.

(b) Nonexclusivity of Rights. The right to indemnification and the advancement of expenses conferred in this Section 8.5 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, law, approval of the General Partner or otherwise.

- 13 -

(c) Limitation. Notwithstanding anything contained herein to the contrary (including in this Section 8.5), any indemnity by the Partnership relating to the matters covered in this Section 8.5 shall be provided out of and to the extent of the Partnership’s assets only, and no Partner (unless such Partner otherwise agrees in writing or is found in a final decision by an arbitrator to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Partnership.

(d) Savings Clause. If this Section 8.5 or any portion hereof shall be invalidated on any ground by a final decision by an arbitrator, then the Partnership shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 8.5 to the fullest extent permitted by any applicable portion of this Section 8.5 that shall not have been invalidated and to the fullest extent permitted by applicable law.

(e) Survival. Neither the amendment nor repeal of this Section 8.5, nor the adoption of any other provision to this Agreement, nor, to the fullest extent permitted by law, any modification of law, shall eliminate or reduce the effect of this Section 8.5 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE 9

Partnership Dissolution And Liquidation

9.1 Events of Dissolution. The Partnership shall be dissolved upon the affirmative vote of the General Partner.

9.2 Disposition of Assets. Upon dissolution of the Partnership, the General Partner or, if there is no General Partner, a liquidator selected by a majority of the Partners, shall immediately commence to wind up the Partnership’s affairs. The Partnership’s assets shall be applied as follows:

(a) To the payment of any debts or obligations or the creation of any related reserves as may be necessary.

(b) To the distribution in-kind by the Partnership of its investments and assets (including shares of Class A Common Stock of PubCo) to the Partners in proportion to the Units held by such Partners as of the date of such distribution. The General Partner shall use its reasonable best efforts to facilitate distribution of the Class A Common Stock of PubCo to the Partners within sixty (60) days of the affirmative vote of dissolution contemplated by Section 9.1.

9.3 Profits and Losses During Liquidation. Profits and Losses during liquidation shall be allocated among the Partners or their successors as if the Partnership were continuing.

- 14 -

ARTICLE 10

Amendments

This Agreement may be amended upon the determination of the General Partner. Notwithstanding the foregoing, this Agreement shall not be amended to increase or decrease any Partner’s share of Profits, Losses, liabilities or distributions without the consent of such Partner, or in a manner that would result in differing treatment of the Partners among the various Family Branches.

ARTICLE 11

Definitions

“1933 Act” has the meaning set forth in Section 7.3(b).

“AAA” has the meaning set forth in Section 12.8(b).

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the taxable year, after giving effect to the following adjustments:

(a) increasing such Capital Account by any amounts which such Partner is obligated to restore pursuant to this Agreement (including any note obligations) or is deemed to be obligated to restore pursuant to the penultimate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and

(b) decreasing such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means, with respect to any specified Person, (i) any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise and (ii) if such Person is a partnership or limited liability company, any general partner or manager or managing member thereof, as applicable.

“Agreement” has the meaning set forth in the Preamble.

“Board” means the Board of Managers of the General Partner.

“Capital Account” means the capital account maintained for each Partner in accordance with Section 5.1.

- 15 -

“Capital Contribution” means with respect to any Partner, the amount of money and the initial Carrying Value of any property other than money (net of liabilities secured by such property that the Partnership is considered to assume or take subject to) contributed to the Partnership with respect to Units in the Partnership held or purchased by such Partner, including any additional Capital Contributions made by such Partner pursuant to Section 4.4.

“Carrying Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(a) The initial Carrying Value of any asset contributed (or deemed contributed) to the Partnership shall be the agreed upon value at the time of the contribution.

(b) The General Partner may elect to revalue the Carrying Value of all Partnership property (whether tangible or intangible) for book purposes to reflect the fair market value (as determined by the General Partner) of Partnership property immediately prior to the occurrence of an event set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f). In the event that Partnership property is revalued pursuant to this subparagraph (b), the Capital Accounts of the Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(c) If the General Partner does not elect to revalue Partnership property distributed to Partners pursuant to subparagraph (b) above, (i) the Carrying Value of that property shall be revalued for book purposes to reflect the fair market value (as determined by the General Partner) of that property immediately prior to its distribution, and (ii) the Capital Accounts of all Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e).

(d) If the adjusted tax basis of Partnership assets are adjusted pursuant to Code Sections 732, 734 or 743, the Carrying Value of those Partnership assets shall be increased or decreased to the extent provided by Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

(e) The Carrying Value of a Partnership asset shall be adjusted in the same manner as would the asset’s adjusted basis for federal income tax purposes in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

“Certificate of Limited Partnership” has the meaning set forth in Section 1.1.

“Change of Control Transaction” means any transaction or series of transactions pursuant to which any Person that is not an Affiliate of the Family in the aggregate acquires (i) Equity Securities of PubCo possessing the voting power to elect a majority of the PubCo Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer of Equity Securities or otherwise), or (ii) all or substantially all of the assets of PubCo and its subsidiaries determined on a consolidated basis.

“Code” means The Internal Revenue Code of 1986, as amended.

- 16 -

“Confidential Information” has the meaning set forth in Section 3.9.

“Eligible Partner Offer Notice” has the meaning set forth in Section 7.3(c).

“Eligible Partners” has the meaning set forth in Section 7.3(b).

“Equity Securities” means, with regard to any Person, as applicable, (i) any capital stock, partnership, membership, joint venture or other ownership or equity interests, or other share capital of such Person, (ii) any securities of such Person directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership, joint venture or other ownership or equity interests, or other share capital (whether voting or non-voting, whether preferred, common or otherwise) of such Person or containing any profit participation features with respect to such Person, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, partnership, membership, joint venture or other ownership or equity interests, other share capital of such Person or securities containing any profit participation features with respect to such Person or directly or indirectly to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership, joint venture or other ownership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person, (iv) any share or unit appreciation rights, phantom share or unit rights, contingent interest or other similar rights relating to such Person, or (v) any Equity Securities of such Person issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, units, recapitalization, exchange, merger, consolidation or other reorganization. Unless the context otherwise requires, the term “Equity Securities” refers to Equity Securities of the Partnership or any successor Person of the Partnership.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended to date and as further amended from time to time.

“Family” has the meaning set forth in the Recitals.

“Family Branch” means for each Limited Partner, such Limited Partner and those Persons that meet the requirements established by the General Partner from time to time (which requirements shall be the same for all Limited Partners).

“General Partner” has the meaning set forth in the Preamble.

“Governmental Entity” means the United States of America or any other nation, any state or local or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“Indemnified Person” has the meaning set forth in Section 8.5(a).

“Limited Partner” has the meaning set forth in the Preamble.

“Limited Partner Transaction Notice” has the meaning set forth in Section 7.1(b).

“Offer Notice” has the meaning set forth in Section 7.3(a).

- 17 -

“Offered Units” has the meaning set forth in Section 7.3(a).

“Organizational Expenses” means all costs, fees and expenses incurred in connection with the formation, financing and organization of the Partnership (including, but not limited to, legal, accounting, consulting and other advisory fees and expenses).

“Partners” has the meaning set forth in the Preamble.

“Partnership” has the meaning set forth in the Preamble.

“Percentage Interest” with respect to a Partner shall mean the percentage resulting from dividing (i) the number of Units held by such Partner by (ii) the total number of Units held by all Partners.

“Permitted Indebtedness” means any indebtedness of the General Partner or the Partnership (including unfunded capacity for any indebtedness) that is unanimously approved by the Managers on the Board (including any renewals, extensions or re-financings thereof and the utilization of, or draw-down on, any line of credit or other debt financing source that has been unanimously approved by the Managers on the Board).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Pro Rata Share” means, for each Limited Partner, the percentage of the total number of outstanding Units held by such Limited Partner.

“Profits” or “Losses” means, for any taxable year, an amount equal to the Partnership’s taxable income or loss for that taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Income of the Partnership that is exempt from federal income tax shall be added to taxable income or loss.

(b) Expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as such expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from taxable income or loss.

(c) Gain or loss resulting from the disposition of a Partnership asset shall be determined by reference to the Carrying Value of the Partnership asset.

(d) Items of gain, loss, depreciation, amortization or depletion that would be computed for federal income tax purposes by reference to the tax basis of a Partnership asset shall be determined by reference to the Carrying Value of that asset in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

- 18 -

(e) If the Carrying Value of any Partnership asset is adjusted in accordance with subparagraph (b), (c) or (d) of the definition of Carrying Value, the amount of that adjustment shall be taken into account as gain or loss from the disposition of that asset.

(f) Items that are specially allocated pursuant to Section 5.3 shall not be taken into account in computing Profits or Losses.

“PubCo” has the meaning set forth in the Recitals.

“Transfer” means any direct or indirect sale, transfer, gift, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of Units or any interest therein (whether with or without consideration, whether voluntarily or involuntarily or by operation of law). The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Transferring Partner” has the meaning set forth in Section 7.3(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code and in effect, as amended, supplemented or modified from time to time.

“Unit” means a unit of interest in the Partnership representing an interest in the Profits, Losses and distributions of the Partnership and shall include General Partner Units, Limited Partner Units and any other class of Equity Securities issued by the Partnership in accordance with ARTICLE 4; provided, that each holder of any class or series of Units who is a Partner shall have the relative rights, powers, duties and obligations specified in this Agreement with respect to such class or series of Units. Except to the extent otherwise provided herein, each class of Unit represents the same fractional interest in such Profits, Losses and distributions of the Partnership as each other Unit in such class. Units may be issued in different classes and in whole and fractional numbers.

ARTICLE 12

Miscellaneous

12.1 Waiver of Partition. Each Partner hereby waives and renounces such Partner’s right to seek a court decree of dissolution or partition or to seek the appointment by a court of a liquidator for the Partnership.

12.2 Title to the Partnership Assets. The Partnership’s assets (including the shares of Class A Common Stock of PubCo held by the Partnership) shall be deemed to be owned by the Partnership as an entity, and no Partner or Family Branch, individually or collectively, shall have any ownership interest in the Partnership’s assets or any portion thereof. Legal title to any or all of the Partnership’s assets may be held in the name of the Partnership or one (1) or more nominees, as the General Partner may determine. The Partnership’s assets for which legal title is held in the name of any nominee shall be held in trust by such nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All of the Partnership’s assets shall be recorded as the property of the Partnership on its books and records, irrespective of the name in which legal title to such assets is held.

- 19 -

12.3 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

12.4 Further Action. The parties agree to execute and deliver all documents and instruments, provide all information and take or refrain from taking such actions as the General Partner may reasonably request to achieve the purposes of this Agreement.

12.5 Governing Law. This Agreement and all questions arising hereunder shall be determined in accordance with the law of the State of Delaware.

12.6 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

12.7 Notices. Any notices to the Partners or to the Partnership shall be sent to the Partnership at the Partnership’s principal office and to the Partners at the addresses and contact information supplied by them to the General Partner. Such notices shall be in writing and shall be deemed to have been duly given on the date of service if served personally; on the next subsequent business day if delivered by facsimile for which a confirmation of delivery was received or by email; three (3) business days after sending if such notice is sent with a reputable international express courier service (using any delivery option reasonably believed to deliver such notice within three (3) business days).

12.8 Resolution of Disputes. Without diminishing the finality and conclusive effect of any determination by the General Partner of any matter under this Agreement which is provided herein to be determined or proposed by the General Partner, any dispute, controversy or claim arising out of or relating to or concerning the provisions of this Agreement shall be finally settled by confidential arbitration in Louisville, Kentucky (or such other City and State as agreed to in writing by the parties to the dispute, controversy or claim) by the American Arbitration Association (“AAA”) in accordance with the commercial arbitration rules of the AAA. The existence of, resolution of, and information presented or exchanged in connection with, any such arbitration proceeding shall be Confidential Information subject to the terms of Section 3.9(a).

- 20 -

12.9 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.10 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership or any of its Affiliates, and no creditor who makes a loan to the Partnership or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Partnership in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in any Profits, Losses, distributions, capital, property or assets of the Partnership other than as a secured creditor.

12.11 Counterparts. This Agreement shall be binding upon the executors, administrators, estate, heirs and legal successors of the parties hereto and this Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of each signature page and this Agreement may be executed by the affixing of the signatures of each of the Partners to one of such counterpart signature pages; all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

12.12 Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a Joinder Agreement to this Agreement, each Partner shall be deemed to acknowledge to the Partnership as follows: (a) the determination of such Partner to acquire Units pursuant to this Agreement or any other agreement has been made by such Partner independent of any other Partner and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership which may have been made or given by any other Partner or by any agent or employee of any other Partner; (b) no other Partner has acted as an agent of such Partner in connection with making its investment hereunder and that no other Partner shall be acting as an agent of such Partner in connection with monitoring its investment hereunder; (c) the Partnership has retained McDermott Will & Emery LLP in connection with the transactions contemplated hereby and expects to retain McDermott Will & Emery LLP as legal counsel in connection with the management and operation of the Partnership; (d) McDermott Will & Emery LLP is not representing and will not represent any Partner in connection with the transactions contemplated hereby or any dispute related thereto, on the other hand; (e) such Partner will, if it wishes counsel on the transactions contemplated hereby, retain its own independent counsel; and (f) McDermott Will & Emery LLP may represent the Partnership in connection with any and all matters contemplated hereby (including, without limitation, any dispute between the Partnership, on the one hand, and any Partner, on the other hand) and such Partner waives any conflict of interest in connection with such representation by McDermott Will & Emery LLP.

*        *        *         *        *

- 21 -

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

PARTNERSHIP:
WOLF PEN BRANCH, LP
By:	Wolf Pen Branch GP, LLC
Its:	General Partner
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Manager
GENERAL PARTNER:
WOLF PEN BRANCH GP, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Manager
LIMITED PARTNERS:
ALCYONE SPIRITS, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Chief Manager
CBGB 2017 LP
By:
Its:	General Partner
By:	/s/ Campbell P. Brown
Name:	Campbell P. Brown
Title:	Signatory for GGBIV 2017 Trust, General Partner

[SIGNATURE PAGE TO LP AGREEMENT OF WOLF PEN BRANCH, LP]

LITTLE GOOSE CREEK, LLC
By:	/s/ David C. Dick
Name:	David C. Dick
Title:	Executive Officer
DOGWOOD HILL HOLDINGS LLC
By:	/s/ Laura Lee Gastis
Name:	Laura Lee Gastis
Title:	Manager
BODLEY PARTNERS, LLC
By:	/s/ Brooke Brown Barzun
Name:	Brooke Brown Barzun
Title:	Manager
WHITE OAK PARTNERS, LLC
By:	/s/ W. Austin Musselman, Jr.
Name:	W. Austin Musselman, Jr.
Title:	Chief Manager
SOUTHFORK LLC
By:	/s/ Sandra A. Frazier
Name:	Sandra A. Frazier
Title:	Manager

[SIGNATURE PAGE TO LP AGREEMENT OF WOLF PEN BRANCH, LP]

EXHIBIT A

JOINDER AGREEMENT

This Joinder Agreement is made and entered into this      day of             ,         , by and between Wolf Pen Branch, LP, a Delaware limited partnership (the “Partnership”), and the Person whose signature appears below (the “New Partner”).

1. Admission. The New Partner, who is a member of the “Family” and the “[                        ] Family Branch” as those terms are defined in the Agreement of Limited Partnership (the “Partnership Agreement”), or whose admission to the Partnership is approved by the General Partner pursuant to the Partnership Agreement, is hereby admitted to the Partnership as a Partner and shall have all the rights and be subject to all the obligations of such Partnership under the Partnership Agreement.

2. Agreement to Be Bound By the Partnership Agreement. The New Partner acknowledges that the Partner has received a copy of the Partnership Agreement as currently amended. The New Partner agrees to be bound by all the terms and conditions of the Partnership Agreement.

3. Capital Contribution. The New Partner shall make a capital contribution, if any, as shown on an amendment to Schedule A to the Partnership Agreement.

4. Counterparts. This Agreement may be executed in multiple counterparts.

This Agreement is executed as of the date first above written.

PARTNERSHIP:
WOLF PEN BRANCH, LP
By:	Wolf Pen Branch GP, LLC
Its:	General Partner
By:
Name:
Title:
NEW PARTNER:
[                                         ]
By:
Name:
Title:

EX-99.3

Exhibit 3

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF

WOLF PEN BRANCH GP, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), of Wolf Pen Branch GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 23rd day of March, 2017, by the Persons listed on the signature pages attached hereto as Members (hereinafter referred to individually as a “Member” and collectively as the “Members”), and such other Persons as may execute a Joinder Agreement in a form substantially similar to that set forth in Exhibit A attached hereto as Members.

RECITALS

WHEREAS, the Company has been created to serve as the general partner of Wolf Pen Branch, LP, a Delaware limited partnership (“HoldCo”) and through such structure, the Company and HoldCo are designed to reinforce, complement and formalize the governance role that a number of descendants of Owsley Brown I and Laura Lee Lyons (the “Family”) and various branches of the Family currently play with respect to Brown-Forman Corporation (“PubCo”) and the PubCo Board of Directors.

WHEREAS, the Company and HoldCo are not intended to alter or change any of the governance initiatives that have been led by PubCo, the PubCo Board of Directors, and/or the Family in the past.

WHEREAS, the Members have made the contributions and own the Class X Common Units reflected on the contribution and ownership schedule maintained by the Company as amended from time to time.

WHEREAS, the Company was formed on March 20, 2017 as a limited liability company in accordance with the Act.

WHEREAS, as of the date hereof, the Company and the Members desire to adopt this Agreement, and issue limited liability company interests to the Members and to set out fully their respective rights, obligations and duties regarding the Company and its assets and liabilities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Organizational Matters

1.1 Formation and Certificate of Formation. The Company was formed on March 20, 2017, pursuant to the provisions of the Act and the rights and liabilities of the Members shall be as provided in the Act, except as herein otherwise provided. The Certificate of Formation of the

Company (the “Certificate of Formation”) has been filed with the office of the Secretary of State of the State of Delaware.

1.2 Name. The name of the Company shall be “Wolf Pen Branch GP, LLC”. The Board may change the name of the Company at any time and from time to time. The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Board.

1.3 Purpose. The purpose of the Company shall be to (a) engage in any lawful acts or activities for which limited liability companies may be organized under the Act, and (b) engage in all other activities necessary or incidental to any of the foregoing.

1.4 Principal Office; Registered Office. The principal office of the Company shall be located at such place as the Board may from time to time designate, and all business and activities of the Company shall be deemed to have occurred at its principal office. The Company may maintain offices at such other place or places as the Board from time to time deems advisable. The registered agent for service of process and the registered office of the Company shall be the Person and location reflected in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Board may designate at any time and from time to time in the manner provided by applicable law.

1.5 Term. The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of ARTICLE 9.

ARTICLE 2

Management

2.1 Authority of the Board.

(a) Sole Authority. Except for situations required by the express terms of this Agreement, (i) the Board shall conduct, direct and exercise full and exclusive control over all activities of the Company (including, subject to the terms of this Agreement, all decisions relating to the issuance of additional Equity Securities); (ii) all management powers over the business and affairs of the Company shall be exclusively vested in the Board except as may be delegated in accordance with Section 2.3; and (iii) the Board shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, exercising or not exercising the voting rights associated with Class A Common Stock of PubCo held by, or voted by proxy by, HoldCo, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) including those granted to the Company under this Agreement or any other agreement, instrument, or other document to which the Company is a party.

(b) Certain Actions. Without limiting the generality of the foregoing, the Board shall have full, exclusive and complete discretion, power and authority to:

- 2 -

(i) exercise all rights and powers of the Company (whether such rights and powers are expressly and specifically granted to the Company under the terms of an agreement to which the Company is a party, or arise as a result of the Company’s ownership of securities or otherwise) and to take actions, give or withhold consents or approvals, waive or require the satisfaction of conditions, or make determinations, opinions, judgments, or other decisions which are granted to the Company under any agreement, or otherwise;

(ii) do or cause to be done all acts which are necessary or desirable to carry out the purposes and business of the Company;

(iii) make any and all expenditures which the Board, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization, financing and operation of the Company;

(iv) ask, demand, sue for, recover, collect and receive each and every obligation which is now or may hereafter become due, owing, or payable to the Company in connection with its property or business and use or take any lawful means for the recovery thereof by legal process or otherwise, and to execute and deliver a satisfaction and release therefor, together with the right and power to compromise any claim or demand;

(v) retain advisors to the Company and/or the Board (including, but not limited to, consultants, accountants, and attorneys); and

(vi) direct or delegate any Person to take all actions and execute all documents or instruments as are necessary to carry out the intentions and purposes of the above duties and powers.

2.2 Board Mechanics.

(a) Number. The Board shall initially consist of seven (7) individuals (each a “Manager” and collectively, the “Managers”). The size of the Board may be increased or decreased from time to time upon the approval of all Managers on the Board.

(b) Appointment of Managers. Each Family Branch shall have the right to appoint one (1) Manager to the Board by a vote of the majority of Class X Common Units held by such Family Branch. A Family Branch may remove, at any time with or without cause, any Manager that such Family Branch has appointed by a vote of the majority of Class X Common Units held by such Family Branch. Each Family Branch may determine its Manager to be appointed to the Board in any manner that such Family Branch may choose, provided, that with respect to Manager appointment by a Family Branch, the Company shall rely on a written notice signed by Members in a Family Branch holding a majority of the Class X Common Units held by such Family Branch.

- 3 -

(c) Term. Each Manager appointed shall serve a one (1) year term or until earlier removed in accordance with the terms of this Agreement or his or her earlier resignation, incapacitation or death, provided, that the initial term of each initial Manager shall extend up to the date of the second (2nd) Annual Meeting following the date hereof. A Family Branch shall promptly provide written notice in accordance with Section 2.2(b) to the Company and the Board in the event that such Family Branch replaces or re-appoints a Manager that such Family Branch has previously appointed. In the event a Family Branch fails to appoint a Manager upon expiration of such Family Branch’s current Manager’s stated term, the Manager that such Family Branch most recently appointed shall continue to serve as the Manager of such Family Branch until such written notice has been provided. There are no limitations with respect to the number of terms during which an individual can serve as a Manager. A Manager may resign at any time upon written notice to the Company. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(d) Vacancies. In the event that any Manager designated hereunder for any reason ceases to serve as a member of the Board during his or her term of office, the resulting vacancy shall be filled by a representative designated by the Family Branch entitled to appoint such Manager pursuant to Section 2.2(b) above. If any Family Branch fails to appoint a Manager pursuant to the terms of Section 2.2(b) above, such position on the Board shall remain vacant until such Family Branch exercises its right to appoint a Manager as provided hereunder.

(e) Chairperson. The Chairperson of the Board (the “Chairperson”) shall be a Manager that has been nominated by at least two (2) other Managers and then elected as the Chairperson by vote of a majority of the total votes held by the Managers on the Board. The Chairperson shall preside at all meetings of the Board (but shall have no other rights or responsibilities other than as one of the Managers). The Chairperson shall serve a one (1) year term and there are no limitations with respect to the number of terms during which an individual can serve as the Chairperson.

(f) Meetings.

(i) Regular Meetings. The Board shall endeavor to hold two (2) to four (4) regular meetings each year at a time, date and location determined by the Board with thirty (30) days written notice to all Board members. The Company shall hold an annual meeting (the “Annual Meeting”) on or around the time of PubCo’s annual meeting of its stockholders.

(ii) Special Meetings. Special meetings of the Board may be called, by forty-eight (48) hours notice to all Board members, by the Chairperson or by any two (2) Managers.

(iii) Manner of Attendance and Voting. It is expected that each Manager attend all meetings of the Board in person and participate actively in meeting discussions. Managers should use their reasonable best efforts to attend

- 4 -

all meetings of the Board and may attend meetings of the Board in person, by telephone or by videoconference. Managers may vote in person, over the telephone, over video conference, by writing, or electronically. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board.

(iv) Meeting Records. The Chairperson shall appoint an individual to record and distribute minutes of each meeting of the Board.

(g) Voting.

(i) Each Manager on the Board shall be entitled to cast one (1) vote on matters to be determined by the Board, provided, that with respect to PubCo Matters to be determined by the Board, each Manager shall have a number of votes equal to (x) the sum of (1) the number of shares of Class A Common Stock contributed to the Company and HoldCo by the Family Branch that appointed such Manager and (2) the number of shares of Class A Common Stock for which a proxy is granted to HoldCo by the Family Branch that appointed such Manager divided by (y) the sum of (1) the aggregate number of shares of Class A Common Stock contributed to the Company and HoldCo by all Family Branches and (2) the aggregate number of shares of Class A Common Stock for which a proxy is granted to HoldCo by all Family Branches.

(ii) Subject to Section 2.2(g)(iii) and as otherwise specifically provided in this Agreement, the Board may act by affirmative vote of a majority of the total votes held by the Managers on the Board, including, but not limited to with respect to the following actions:

A. exercising or not exercising on behalf of HoldCo, in its capacity as the general partner of HoldCo, the voting rights associated with Class A Common Stock of PubCo held by, or voted by proxy by, HoldCo (other than approval of any Change of Control Transaction which shall require the approval of at least a Supermajority of Managers);

B. election of the Chairperson of the Board;

C. designation and removal of committees of the Board and members thereof;

D. designation and removal of Advisory Board Members;

E. approval of the annual budget of the Company (the “Annual Budget”);

- 5 -

(iii) The Board may, by unanimous vote of the Managers on the Board, adopt additional policies and procedures for the governance of the Company and HoldCo.

(h) Committees. The Board may, by vote of a majority of the total votes held by the Managers on the Board, from time to time designate one or more committees. Each committee shall include at least two (2) Managers and may include Advisory Board Members. No committee shall be authorized to exercise any of the powers or authority of the Board or the Managers or take any actions required or permitted to be taken by the Board or the Managers. Committees shall function as focus groups and shall be directed by the Board to study and investigate specific topics and shall then present findings and make recommendations to the Board with respect to such topics. Each committee shall keep a record of its proceedings and shall report thereon to the Board whenever requested so to do. It is anticipated that the Board would initially designate a Nominating and Governance Committee and a Finance and Audit Committee. Committee members may be removed by vote of a majority of the total votes held by the Managers on the Board.

(i) Advisory Board Members. The Board may, by vote of a majority of the total votes held by the Managers on the Board, from time to time designate one or more non-voting advisors to the Board (“Advisory Board Members”) that may be invited to attend all or a portion of Board meetings. Advisory Board Members shall not be authorized to exercise any of the powers or authority of the Board or the Managers or take any actions required or permitted to be taken by the Board or the Managers. An Advisory Board Member shall serve one (1) year terms and shall not serve more than ten (10) terms. Advisory Board Members shall be subject to such eligibility requirements as are established by vote of a majority of the total votes held by the Managers on the Board before the first (1st) anniversary of the date hereof, including with respect to independence of Advisory Board Members. It is anticipated that the Board would initially designate at least two (2) Advisory Board Members. Advisory Board Members may be removed by vote of a majority of the total votes held by the Managers on the Board.

(j) Time Devoted to the Board and the Company. No Manager need devote his or her full business time to the Board or to the Company but only such time as is reasonably required to administer the Board’s and the Company’s affairs.

2.3 Officers.

(a) Election of Officers and Term of Office. In addition to the Chairperson, the Board may appoint other officers of the Company as determined by a majority of the total votes held by the Managers on the Board (each, an “Officer” and collectively, the “Officers”), with powers, authorities and duties as the Board may from time to time determine, by a majority of the total votes held by the Managers on the Board, provided that no Officer may be granted power or authority to take an action which requires the vote of the Managers on the Board unless the delegation of such power or authority is approved by the requisite vote of the Managers on the Board. Each Officer shall hold office until a successor shall have been duly elected or appointed or until such Officer’s

- 6 -

death, resignation or removal in the manner provided hereinafter. An Officer may, but need not, be a resident of the State of Delaware, a Manager or a Member. Any one Person may hold more than one office.

(b) Resignation; Removal; Vacancies. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective. Any Officer may be removed as such, either with or without cause, at any time by a majority of the total votes held by the Managers on the Board. Designation of an Officer shall not of itself create contract or employment rights. Any vacancy occurring in any office of the Company may be filled by the Board and shall remain vacant until filled by the Board.

(c) Compensation of Officers. The salaries or other compensation, if any, of the Officers shall be determined from time to time by a majority of the total votes held by the Managers on the Board.

ARTICLE 3

Books and Records; Reports and Information; Confidentiality

3.1 Books and Records. The Company shall keep appropriate books and records pertaining to the business of the Company and the proceedings of the Board and its committees. The books and records of the Company shall be kept at the principal office of the Company or at such other place, within or without the State of Delaware, as the Board shall reasonably from time to time determine. The Board may, by a vote of a majority of the total votes held by the Managers on the Board, keep confidential from the Members, for such period of time as the Board deems reasonable by a vote of a majority of the total votes held by the Managers on the Board, any information which the Board reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential.

3.2 Determination by Board. All matters concerning (a) the determination of the relative amount of allocations and distributions among the Members pursuant to this Agreement and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Board, whose determination shall be final and conclusive as to all of the Members absent manifest clerical error.

3.3 Accounting. The Company shall keep its accounting records and shall report its income for income tax purposes on a calendar year basis using such method of accounting as the Board shall determine. The Company shall furnish financial statements and reports to each Member sufficient to enable such Member to fulfill its responsibilities under federal and state income tax laws.

- 7 -

3.4 Deposits. All funds of the Company shall be deposited in an account or accounts in such banks, trust companies or other depositories as the Board may reasonably select or approve.

3.5 Agreements, Consents, Checks, Etc. All agreements, consents, checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Company shall be signed by a duly authorized officer of the Company.

3.6 Tax Controversies. Bodley Partners, LLC shall be the Company’s Tax Matters Partner as defined in Code Section 6231(a)(7) and any comparable provision of state or local tax law, as in effect for taxable years beginning before December 31, 2017, and the Partnership Representative (as defined in Code Section 6223(a), as in effect for taxable years beginning after December 31, 2017, and the Treasury Regulations thereunder) of the Company, and the Board shall take such other actions necessary under the Treasury Regulations or other guidance to cause Bodley Partners, LLC to be designated as the Partnership Representative. Each Member agrees to cooperate with the Company and do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of any or all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. In the event that Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, apply to the Company, the Partnership Representative may, in consultation with the Board, elect under Section 6226 of the Code to require each Person who was a Member during any taxable year of the Company that was audited to personally bear any tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their proportionate share of such audit adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax or penalty as a result of such an audit, each Person who was a Member during the taxable year of the Company that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Board, based on the amount each such Person should have borne (computed at the tax rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment, and the expense for the Company’s payment of such tax, interest, addition to tax and penalty shall be specially allocated to such Persons (or their successors) in such proportions. The Board may, by majority vote of the Managers, remove the Company’s Tax Matters Partner and/or the Company’s Partnership Representative and select a new Tax Matters Partner and/or Partnership Representative.

3.7 Tax Elections. The Company shall make or decline to make the election provided in Section 754 of the Code and other tax elections as determined by the Board. The Company shall make such basis adjustments, if any, as may be required under Code Section 734 and Code Section 743 in the absence of a Code Section 754 election.

3.8 SEC Filings. In the event that the Company and/or HoldCo is required to file a report of beneficial ownership on Schedule 13D or 13G or any other report required pursuant to applicable securities laws with respect to the shares of Class A Common Stock of PubCo held by HoldCo (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), each Member will provide to the Company and/or HoldCo any information related to such Member or any related Person thereof which may be requested by the Company in connection with any such securities filings and/or otherwise required or necessary pursuant to

- 8 -

any securities laws, and each Member agrees that any such information which such Member furnishes will be complete and accurate.

3.9 Confidentiality and Acknowledgements. Each Member and Manager recognizes and acknowledges that such Member and Manager has and may in the future receive certain confidential and proprietary information and trade secrets of the Company, HoldCo and PubCo (the “Confidential Information”). The term Confidential Information will be interpreted to include all information of any sort (in a tangible or intangible form) that is (i) related to the Company, HoldCo or PubCo, and (ii) is not publicly known. Each Member and Manager agrees not to disclose or use for such Member’s or Manager’s own account any Confidential Information without the Board’s prior consent, except (A) to the extent that any Confidential Information becomes generally known to and available for use by the public other than as a result of such Member’s or Manager’s acts or omissions; (B) to the extent that any Confidential Information is required to be disclosed pursuant to any applicable law or court order; or (C) for disclosure to such Member’s or Manager’s attorneys and accountants; provided that, in the case of subsection (C) hereof, such Member or Manager shall cause each Person receiving such Confidential Information to be informed that such Confidential Information is strictly confidential and subject to this Agreement and to agree not to disclose or use such information except as provided herein.

ARTICLE 4

Units, Admissions and Capital Contributions

4.1 Units.

(a) General. The limited liability company interest of the Members shall be represented by Units, which may be divided into one or more types, classes or series, with each type or class or series having the rights and privileges, including voting rights, if any, set forth in this Agreement. The Company may, but need not, issue certificates representing Units. A Unit shall for all purposes be personal property. No Member has any interest in specific assets or property of the Company or HoldCo. Ownership of a Unit (or fraction thereof) shall not entitle a Member to call for a partition or division of any asset or property of the Company or for any accounting.

(b) Authorized Units. The Units which the Company has authority to issue consists of an unlimited number of Class X Common Units and such other class or series and number of other Equity Securities of the Company as the Board may authorize for issuance from time to time by approval of at least a Supermajority of Managers. Each Class X Common Unit shall entitle the Member owning such Unit to one (1) vote on any matter voted on by the Members as provided in this Agreement or as required by applicable law. The Company may issue fractional Units. The ownership by a Member of any Unit shall entitle such Member to allocations of Profits and Losses and other items and distributions of cash and other property as set forth in ARTICLE 5 hereof. The Board shall maintain a schedule of all Members from time to time which sets forth the capital contributions made by them and the Units held by them (as the same may be amended, modified or supplemented from time to time by the Board in accordance with the terms of this Agreement).

- 9 -

4.2 Admission of New Members. Any Person may be admitted to the Company as a Member with the unanimous approval of all of the Managers on the Board and under the terms and conditions as determined by the unanimous vote of all Managers on the Board. The terms and conditions of admission shall include, but are not limited to, a requirement that the new Member sign a Joinder Agreement in the form attached hereto as Exhibit A or such other form as required by the Board, and a requirement that the new Member pay for such new Member’s share of Organizational Expenses in an amount to be determined by unanimous vote of all Managers on the Board, provided, that the terms and conditions of admission of any new Member may vary from the foregoing as determined by unanimous vote of all Managers on the Board.

4.3 Capital Contributions. Each initial Member named on the signature pages attached hereto has made (or shall be deemed to have made) Capital Contributions as of the date hereof (unless another date is specifically specified in the records of the Company) to the Company in the amount set forth in such Member’s respective Contribution Agreement in exchange for the Units specified therein. The Company shall keep a record of Capital Contributions and maintain a register of Unit ownership. No other Capital Contributions are required or permitted except in accordance with the terms of this Agreement.

4.4 Other Additional Contributions. Members may make additional Capital Contributions with the approval and under the terms and conditions set by the Board. The tax basis and agreed value of such contributions shall be reflected in the Company’s books and records. Members shall not be required to make additional contributions.

ARTICLE 5

Allocations

5.1 Capital Accounts. A Capital Account shall be maintained for each Member. Each Member’s Capital Account shall be credited with (i) such Member’s Capital Contributions, (ii) such Member’s share of Profits and any items in the nature of income or gain that are specifically allocated to such Member, and (iii) the amount of any Company liabilities assumed by such Member, and shall be debited with (x) such Member’s share of Losses and any items in the nature of losses or expenses that are specifically allocated to such Member, (y) the amount of money and the Carrying Value of any other property distributed to such Member (net of liabilities that such Member assumes or takes subject to) pursuant to any provision of this Agreement, and (z) the amount of any liabilities of such Member assumed by the Company; provided, however, that each such Member’s Capital Account shall be adjusted by such Member’s share of income, gain, deduction or loss described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g). In determining the amount of any liability for purposes of this Section 5.1, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations. Each Member’s Capital Account shall include that of any predecessor of such Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

5.2 Allocations of Profits and Losses. Except as otherwise provided in Section 5.3, Profits and Losses for each taxable year or other period shall be allocated pro rata among the Members in proportion to the Class X Common Units held by the Members.

- 10 -

5.3 Regulatory Allocations.

(a) Notwithstanding anything to the contrary contained herein, the Agreement shall be deemed to contain (1) a “minimum gain chargeback” provision, within the meaning of Treasury Regulations Section 1.704-2(f); and (2) a “partner minimum gain chargeback” provision within the meaning of Treasury Regulations Section 1.704-2(i)(4), and there shall be allocations consistent with such provisions.

(b) If any Member unexpectedly receives an adjustment, allocation or distribution of the type contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (to the extent of and in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 5.3(b) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(c) Notwithstanding any other provisions of the Agreement, no loss or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Adjusted Capital Account Deficit of such Member. Any such loss or deduction shall be reallocated away from such Member and to the other Members in accordance with this Agreement, but only to the extent that such reallocation would not cause or increase an Adjusted Capital Account Deficit with respect to such other Members. To the extent that allocations of loss or deduction have been made pursuant to this Section 5.3(c), future allocations of income and gain, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such allocations of loss or deduction.

(d) Notwithstanding anything contained herein to the contrary, nonrecourse deductions, within the meaning of Treasury Regulations Section 1.704-2(b)(1), shall be allocated to the Members in proportion to the Class X Common Units held by the Members, and any item of Company loss or deduction that is attributable to a “partner non-recourse debt” (within the meaning of Treasury Regulations Section 1.704-2) shall be allocated to the Members that bear the economic risk of loss for such debt (within the meaning of Treasury Regulations Section 1.752-2).

5.4 Tax Allocations.

(a) Except as otherwise provided in Section 5.4(b), items of Company income, gain, loss, deduction and credit shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gain, losses, deductions, and credits among the Members under Section 5.2 and Section 5.3.

(b) Items of taxable income, gain, loss and deduction with respect to Company property that has a Carrying Value different from its adjusted basis for federal income tax purposes will be shared among the Members so as to take account of such

- 11 -

difference in accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder. The Board may select any reasonable method or methods for making such allocations including, without limitation, any method described in Treasury Regulations Sections 1.704-3(b), (c), or (d). In the event the Carrying Value of any Company property is adjusted pursuant to the definition of Carrying Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between such property’s adjusted basis for federal income tax purposes and such Carrying Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

5.5 Other Tax Matters.

(a) Section 706. If during any taxable year of the Company there is a change in any Member’s Unit ownership in the Company, allocations of income or loss for such taxable year shall take into account the varying Unit ownership interests of the Members in the Company in a manner selected by the Board which is consistent with the requirements of Code Section 706 and the Treasury Regulations thereunder.

(b) State and Local Items. Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Members in a manner consistent with the allocation for federal income tax purposes in accordance with the foregoing provisions of this ARTICLE 5.

(c) Excess Nonrecourse Liabilities. For purposes of Treasury Regulations Section 1.752-3(a)(3), the Members agree that “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)(3)) of the Company shall be allocated pro rata among the Members in proportion to the Class X Common Units held by the Members.

ARTICLE 6

Distributions

6.1 Minimum Distributions.

(a) Distribution of HoldCo Distributions.

(i) Subject to Section 6.1(a)(ii), as promptly as practicable after the Company receives any distributions from HoldCo with respect to shares of Class A Common Stock of PubCo held by HoldCo, the Company shall make a distribution of such distributed amount to the Members in proportion to the Class X Common Units held by the Members.

(ii) The Company may from time to time retain any distributions it receives from HoldCo with respect to shares of Class A Common Stock of PubCo held by HoldCo, and thereby reduce the amount of the distributions contemplated by Section 6.1(a)(i), upon the approval of at least a Supermajority of Managers.

- 12 -

(b) Tax Distributions. If the Board determines, by a majority of the total votes held by the Managers on the Board, that distributions under the preceding Section 6.1(a) are insufficient to enable the Members to pay federal and state income taxes attributable to the Company items, then the Company shall make additional distributions as the Board may determine for that purpose by a majority of the total votes held by the Managers on the Board. It is understood and agreed that any distributions to a Member under this Section 6.1(b) will reduce dollar-for-dollar, distributions that would have otherwise been made to the Member under this ARTICLE 6 or Section 9.2(b).

6.2 Additional Distributions. The Company may make distributions in addition to those required by Section 6.1 in the amounts and at the times determined by the Board by a majority of the total votes held by the Managers on the Board. Any such distributions shall be made out of assets of the Company, and shall be divided among the Members in proportion to the Units held by such Members.

ARTICLE 7

Withdrawals and Transfers

7.1 Withdrawal.

(a) No Member shall have the power or right to withdraw or otherwise resign from the Company prior to the dissolution and winding up of the Company pursuant to ARTICLE 9, without the prior approval of at least a Supermajority of Managers (which consent may be withheld by the Managers on the Board in their sole discretion), except as provided in the following subsections of this Section 7.1.

(b) The Board shall use all reasonable efforts to provide each Member with at least sixty-three (63) days prior notice (the “Member Transaction Notice”) of any notice being provided to the Board of a meeting of the Board with respect to, or a request being made that Managers on the Board consent to, (i) any Change of Control Transaction, (ii) any transaction involving the incurrence or guarantee of any indebtedness (including unfunded capacity for any indebtedness) by the Company or HoldCo other than any Permitted Indebtedness, or (iii) any retention or withholding of any distributions the Company receives from HoldCo with respect to shares of Class A Common Stock of PubCo held by HoldCo (other than for the purpose of repaying any Permitted Indebtedness). Solely in the event of receipt of a Member Transaction Notice, each Member shall have the right, by delivery of a written notice of withdrawal to the Company within two (2) days after receipt of a Member Transaction Notice, to completely withdraw from the Company effective upon the sixty-first (61st) day following delivery of such written notice of withdrawal to the Company, provided, that such withdrawing Member shall be obligated to pay to the Company such withdrawing Member’s Pro Rata Share of the Company’s outstanding Permitted Indebtedness prior to such withdrawal.

(c) In the event that a limited partner of HoldCo associated with a specific Family Branch withdraws from HoldCo, the Company shall have the right to redeem all of the Units held by the Member that is associated with such Family Branch. After such

- 13 -

redemption, such Member shall be deemed to have completely withdrawn from the Company. Each Member, by such Member’s signature hereto, appoints the Board and the Company, with full power of substitution and resubstitution, as such Member’s true and lawful attorney-in-fact to execute any agreements, documents or instruments in connection with the Company’s redemption of a Member’s Units pursuant to this Section 7.1(c), and granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 7.1(c) as such Member might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. Each Member hereby affirms that this power of attorney is granted as a term of this Agreement and, as such, is coupled with an interest and, to the fullest extent permitted by law, shall remain in full force and effect while the provisions of this Section 7.1(c) remain in effect, and shall not be subject to termination by the Member or by operation of law, whether by the death or incapacity of the Member or any executor or trustee, or by the dissolution or liquidation of any Person, or by the occurrence of any other event. It is understood and agreed by each such Member that this appointment, empowerment and authorization may be exercised by the aforementioned persons for the period beginning on the date hereof and ending on the date such Member is no longer subject to the provisions of this Agreement (and shall extend thereafter for such time as is required to reflect that such Member is no longer subject to the provisions of this Agreement).

(d) Any Member that has withdrawn from or been redeemed by the Company shall in return for the surrender of its Units in the Company receive the number of shares of Class A Common Stock of PubCo which will be held by the Company immediately after redemption by the Company of a number of its units in HoldCo in proportion to the number of Units of the Company held by such Member. Such redemption by the Company of a number of its units in HoldCo shall be automatically triggered and effectuated in the event that a Member will be withdrawing or will be redeemed by the Company in order to fund such Member’s withdrawal or redemption. Upon a Member’s withdrawal or redemption, the Manager that such Member appointed to the Board shall be immediately removed from the Board and the size of the Board shall be reduced by one (1) Manager. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Member’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

7.2 Transfers of Units.

(a) A Member may Transfer such Member’s Units in whole or in part to a Person that is part of the same Family Branch as such Member at any time. If such Transferee is not already a Member, such Transferee shall be admitted as a Member of the Company subject to Section 4.2. In addition, if a trustee of a Member which is an irrevocable trust is replaced, the successor trustee shall automatically be admitted to the

- 14 -

Company. Other than as provided in the first sentence of this Section 7.2(a), (i) no Member may Transfer any part of its Units without the prior approval of at least a Supermajority of Managers and (ii) no Member may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of any part of the Equity Securities in such Member or other direct or indirect interest in such Member without the prior approval of at least a Supermajority of Managers. A change in beneficiaries of a trust shall be deemed a Transfer. The Company shall not recognize any attempted Transfer in violation of this Section 7.2(a).

(b) All Members acknowledge that the Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) in reliance on the exemption afforded by Section 4(2) of the 1933 Act. Therefore, to preserve said exemption and notwithstanding anything contained herein to the contrary, the Members hereby agree that Units shall be nontransferable and nonassignable, except in compliance with the registration provisions of the 1933 Act, or an exemption or exemptions therefrom, and in compliance with (or exemption from) applicable state securities laws and rules and regulations promulgated thereunder, and any attempted or purported Transfer in violation of the foregoing shall be void and of no effect. Accordingly, as an additional condition precedent to any Transfer of any Units, the Board may require an opinion of counsel satisfactory to the Board that such Transfer will be made in compliance with the registration provisions of the 1933 Act (or exemptions therefrom), and in compliance with (or exemptions from) applicable state securities laws and rules and regulations promulgated thereunder, and such Transferor shall be responsible for paying any attorneys’ fees incurred in connection with the opinion.

7.3 Liquidity Mechanism.

(a) Offer. A Member that desires to Transfer any of its Units (the “Transferring Member”) to obtain liquidity (other than a Transfer to a Person that is part of the same Family Branch as such Transferring Member) must submit a written notice (the “Offer Notice”) to the Board with the desired number of Units proposed to be Transferred (the “Offered Units”) and the offered price for the Transfer of such Units.

(b) Company Election. Within thirty (30) days of receipt of the Offer Notice, the Board may elect, by vote of all of the Managers on the Board, to have the Company (or any other Person designated by vote of all of the Managers on the Board) purchase all or any portion of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member and each other Member holding Units of the class and/or series of Units to be Transferred by the Transferring Member (the “Eligible Members”).

(c) Eligible Member Election. If the Board does not elect to have the Company (or a designee of the Board) purchase all of the Offered Units, the Company shall provide written notice (the “Eligible Member Offer Notice”) to the Eligible Members within thirty-five (35) days of receipt of the Offer Notice of the number of Offered Units that the Company (or a designee of the Board) has elected not to purchase. Each Eligible Member may elect to purchase up to such Eligible Member’s pro rata

- 15 -

portion of the Offered Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member and the Company within thirty (30) days after delivery of the Eligible Member Offer Notice. Any Offered Units not elected to be purchased by the end of such thirty (30) day period shall during the immediately following five (5) day period be reoffered by the Transferring Member to the Eligible Members who have elected to purchase their pro rata portion of the Offered Units and, if such Eligible Members collectively indicate interest within said five (5) day period in acquiring additional Offered Units in an amount in excess of the aggregate amount of Offered Units remaining, such remaining Offered Units will be allocated among such Eligible Members pro rata.

(d) Closing. If the Company (or a designee of the Board) and/or the Eligible Members have elected to purchase all of the Offered Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice(s) to the Transferring Member, but in any event within thirty (30) days after such delivery of the election notice(s) (subject to extension as reasonably necessary due to regulatory requirements).

(e) No Election. If the Company (or a designee of the Board) and/or the Eligible Members do not elect, in the aggregate, to purchase all of the Offered Units from the Transferring Member, the Transferring Member may (i) accept a Transfer of the portion of the Offered Units that were elected to be purchased, (ii) cancel the contemplated Transfer of all of the Offered Units, or (iii) extend discussions with the Board or the Eligible Members with respect to Transfer of the Offered Units on the terms specified in the Offer Notice for an additional thirty (30) days.

7.4 Units in HoldCo. Each Member agrees that in the event that a limited partner of HoldCo associated with a specific Family Branch transfers any of its units in HoldCo pursuant to the Agreement of Limited Partnership of HoldCo, the Member that is associated with such Family Branch shall, with the approval of the Board and the general partner of HoldCo, Transfer its Units in the Company to the same transferee.

ARTICLE 8

Rights and Obligations of Members

8.1 Liability of Members. The Members shall not be bound by or liable for the repayment, satisfaction or discharge of Company debts, liabilities and obligations.

8.2 No Management Responsibility or Authority to Act. No Member, as such, shall take part in the management of the business or transact any business for the Company. All management responsibility is vested in the Board. No Member shall have the power to act on behalf of or bind the Company (including, but not limited to, with respect to any shares of Class A Common Stock of PubCo that are held by HoldCo). All authority to act on behalf of the Company is vested in the Board. Any actions taken by any Member purportedly on behalf of the Company or that purportedly bind the Company shall be void and shall have no force or effect.

- 16 -

8.3 Waiver of Liability. Except as otherwise provided herein or in any agreement entered into by such Person and the Company and to the maximum extent permitted by the Act, no present or former Manager, Advisory Board Member or Officer nor any such Manager’s, Advisory Board Member’s or Officer’s Affiliates, agents or representatives shall be liable to the Company or to any Member for any act or omission performed or omitted by such Person in his or her capacity as a Manager, Advisory Board Member or Officer; provided, that such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s willful misconduct or bad faith, in each case as determined by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Manager, Advisory Board Member and Officer shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by such Manager, Advisory Board Member or Officer in good faith reliance on such advice shall in no event subject such Manager, Advisory Board Member or Officer or any of such Manager’s, Advisory Board Member’s, or Officer’s Affiliates, agents or representatives to liability to the Company or any Member.

8.4 Standards. Each Manager shall be entitled to consider interests of such Manager’s Family Branch as well as the interests of the Family more broadly in connection with actions to be taken and determinations to be made by such Manager.

8.5 Indemnification.

(a) Generally. The Company hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes and penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was serving as a Manager, is or was serving as an Advisory Board Member, is or was serving as an Officer, is or was serving as the Company’s Tax Matters Partner, or is or was serving as the Company’s Partnership Representative; provided, that, unless a majority of the total votes held by the disinterested Managers on the Board otherwise consents, no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to actions or omissions by an Indemnified Person or its Affiliates to the extent the act or omission was attributable to such Indemnified Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s) willful misconduct or bad faith, in each case as determined by a final judgment, order or decree of an arbitrator (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided further, that, unless the Board otherwise consents, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person, on the one hand, and the Company, on the other. Expenses, including attorneys’ fees and expenses, incurred by any such

- 17 -

Indemnified Person in defending a proceeding (but not a proceeding initiated by such Indemnified Person, other than a proceeding to enforce such Indemnified Person’s rights under this Section 8.5) shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company under this Section 8.5.

(b) Nonexclusivity of Rights. The right to indemnification and the advancement of expenses conferred in this Section 8.5 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, law, vote of the Board or otherwise.

(c) Limitation. Notwithstanding anything contained herein to the contrary (including in this Section 8.5), any indemnity by the Company relating to the matters covered in this Section 8.5 shall be provided out of and to the extent of the Company’s assets only, and no Member (unless such Member otherwise agrees in writing or is found in a final decision by an arbitrator to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company.

(d) Savings Clause. If this Section 8.5 or any portion hereof shall be invalidated on any ground by a final decision by an arbitrator, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 8.5 to the fullest extent permitted by any applicable portion of this Section 8.5 that shall not have been invalidated and to the fullest extent permitted by applicable law.

(e) Survival. Neither the amendment nor repeal of this Section 8.5, nor the adoption of any other provision to this Agreement, nor, to the fullest extent permitted by law, any modification of law, shall eliminate or reduce the effect of this Section 8.5 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE 9

Company Dissolution And Liquidation

9.1 Events of Dissolution. The Company shall be dissolved upon the affirmative vote of three (3) votes held by Managers on the Board.

9.2 Disposition of Assets. Upon dissolution of the Company, the Board or, if there is no Board, a liquidator selected by a majority of the Members, shall immediately commence to wind up the Company’s affairs. The Company’s assets shall be applied as follows:

(a) To the payment of any debts or obligations or the creation of any related reserves as may be necessary.

(b) To the distribution in-kind by the Company of its investments and assets to the Members in proportion to the Class X Units held by such Members as of the date

- 18 -

of such distribution. The Board shall use its reasonable best efforts to facilitate distribution of its investments and assets to the Members within sixty (60) days after the affirmative vote of dissolution contemplated by Section 9.1.

9.3 Profits and Losses During Liquidation. Profits and Losses during liquidation shall be allocated among the Members or their successors as if the Company were continuing.

ARTICLE 10

Amendments

This Agreement may be amended by the affirmative vote of four (4) votes held by the Managers on the Board. Notwithstanding the foregoing, this Agreement shall not be amended to increase or decrease any Member’s share of Profits, Losses, liabilities or distributions without the consent of such Member, or in a manner that would result in differing treatment of the Members among the various Family Branches and provided, further, that no amendment to any provision of this Agreement requiring the approval of a Supermajority of Managers or unanimous vote of all Managers on the Board shall be permitted unless such amendment is approved by a Supermajority of Managers or the affirmative vote of all Managers on the Board, as applicable.

ARTICLE 11

Definitions

“1933 Act” has the meaning set forth in Section 7.3(b).

“AAA” has the meaning set forth in Section 12.8(b).

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the taxable year, after giving effect to the following adjustments:

(a) increasing such Capital Account by any amounts which such Member is obligated to restore pursuant to this Agreement (including any note obligations) or is deemed to be obligated to restore pursuant to the penultimate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and

(b) decreasing such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Advisory Board Members” has the meaning set forth in Section 2.2(i).

- 19 -

“Affiliate” means, with respect to any specified Person, (i) any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise and (ii) if such Person is a partnership or limited liability company, any general partner or manager or managing member thereof, as applicable.

“Agreement” has the meaning set forth in the Preamble.

“Annual Budget” has the meaning set forth in Section 2.2(g)(ii)(E).

“Annual Meeting” has the meaning set forth in Section 2.2(f)(i).

“Board” means the Company’s Board of Managers.

“Capital Account” means the capital account maintained for each Member in accordance with Section 5.1.

“Capital Contribution” means with respect to any Member, the amount of money and the initial Carrying Value of any property other than money (net of liabilities secured by such property that the Company is considered to assume or take subject to) contributed to the Company with respect to Units in the Company held or purchased by such Member, including any additional Capital Contributions made by such Member pursuant to Section 4.4.

“Carrying Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(a) The initial Carrying Value of any asset contributed (or deemed contributed) to the Company shall be the agreed upon value at the time of the contribution.

(b) The Board may elect to revalue the Carrying Value of all Company property (whether tangible or intangible) for book purposes to reflect the fair market value (as determined by the Board) of Company property immediately prior to the occurrence of an event set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f). In the event that Company property is revalued pursuant to this subparagraph (b), the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(c) If the Board does not elect to revalue Company property distributed to Members pursuant to subparagraph (b) above, (i) the Carrying Value of that property shall be revalued for book purposes to reflect the fair market value (as determined by the Board) of that property immediately prior to its distribution, and (ii) the Capital Accounts of all Members shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e).

(d) If the adjusted tax basis of Company assets are adjusted pursuant to Code Sections 732, 734 or 743, the Carrying Value of those Company assets shall be increased

- 20 -

or decreased to the extent provided by Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

(e) The Carrying Value of a Company asset shall be adjusted in the same manner as would the asset’s adjusted basis for federal income tax purposes in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

“Certificate of Formation” has the meaning set forth in Section 1.1.

“Chairperson” has the meaning set forth in Section 2.2(e).

“Change of Control Transaction” means any transaction or series of transactions pursuant to which any Person that is not an Affiliate of the Family in the aggregate acquires (i) Equity Securities of PubCo possessing the voting power to elect a majority of the PubCo Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer of Equity Securities or otherwise), or (ii) all or substantially all of the assets of PubCo and its subsidiaries determined on a consolidated basis.

“Code” means The Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the Preamble.

“Confidential Information” has the meaning set forth in Section 3.9.

“Eligible Member Offer Notice” has the meaning set forth in Section 7.3(c).

“Eligible Members” has the meaning set forth in Section 7.3(b).

“Equity Securities” means, with regard to any Person, as applicable, (i) any capital stock, partnership, membership, joint venture or other ownership or equity interests, or other share capital of such Person, (ii) any securities of such Person directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership, joint venture or other ownership or equity interests, or other share capital (whether voting or non-voting, whether preferred, common or otherwise) of such Person or containing any profit participation features with respect to such Person, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, partnership, membership, joint venture or other ownership or equity interests, other share capital of such Person or securities containing any profit participation features with respect to such Person or directly or indirectly to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership, joint venture or other ownership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person, (iv) any share or unit appreciation rights, phantom share or unit rights, contingent interest or other similar rights relating to such Person, or (v) any Equity Securities of such Person issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, units, recapitalization, exchange, merger, consolidation or other reorganization. Unless the context otherwise requires, the term “Equity Securities” refers to Equity Securities of the Company or any successor Person of the Company.

- 21 -

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended to date and as further amended from time to time.

“Family” has the meaning set forth in the Recitals.

“Family Branch” means for each Member and Limited Partner of HoldCo, such Member or Limited Partner and those Persons that meet the requirements established by the unanimous vote of all Managers on the Board from time to time (which shall be the same for all Members and Limited Partners of HoldCo).

“Governmental Entity” means the United States of America or any other nation, any state or local or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“Indemnified Person” has the meaning set forth in Section 8.5(a).

“Managers” has the meaning set forth in Section 2.2(a).

“Member Transaction Notice” has the meaning set forth in Section 7.1(b).

“Members” has the meaning set forth in the Preamble.

“Offer Notice” has the meaning set forth in Section 7.3(a).

“Offered Units” has the meaning set forth in Section 7.3(a).

“Officers” has the meaning set forth in Section 2.3(a).

“Organizational Expenses” means all costs, fees and expenses incurred in connection with the formation, financing and organization of the Company (including, but not limited to, legal, accounting, consulting and other advisory fees and expenses).

“Permitted Indebtedness” means any indebtedness of the Company or HoldCo (including unfunded capacity for any indebtedness) that is unanimously approved by the Managers on the Board (including any renewals, extensions or re-financings thereof and the utilization of, or draw-down on, any line of credit or other debt financing source that has been unanimously approved by the Managers on the Board).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Pro Rata Share” means, for each Member, the percentage of the total number of outstanding Units held by such Member.

“Profits” or “Losses” means, for any taxable year, an amount equal to the Company’s taxable income or loss for that taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately

- 22 -

pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Income of the Company that is exempt from federal income tax shall be added to taxable income or loss.

(b) Expenditures of the Company described in Code Section 705(a)(2)(B) or treated as such expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from taxable income or loss.

(c) Gain or loss resulting from the disposition of a Company asset shall be determined by reference to the Carrying Value of the Company asset.

(d) Items of gain, loss, depreciation, amortization or depletion that would be computed for federal income tax purposes by reference to the tax basis of a Company asset shall be determined by reference to the Carrying Value of that asset in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

(e) If the Carrying Value of any Company asset is adjusted in accordance with subparagraph (b), (c) or (d) of the definition of Carrying Value, the amount of that adjustment shall be taken into account as gain or loss from the disposition of that asset.

(f) Items that are specially allocated pursuant to Section 5.3 shall not be taken into account in computing Profits or Losses.

“PubCo” has the meaning set forth in the Recitals.

“PubCo Matters” means all matters related to the voting rights associated with Class A Common Stock of PubCo held by, or voted by proxy by, HoldCo, other than voting to approve of any Change of Control Transaction (which shall require the approval of at least a Supermajority of Managers).

“Supermajority of Managers” means that number of Managers on the Board that is equal to (i) the total number of Managers then constituting the Board less (ii) one (1) Manager.

“Transfer” means any direct or indirect sale, transfer, gift, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of Units or any interest therein (whether with or without consideration, whether voluntarily or involuntarily or by operation of law). The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Transferring Member” has the meaning set forth in Section 7.3(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code and in effect, as amended, supplemented or modified from time to time.

“Unit” means a unit of interest in the Company representing an interest in the Profits, Losses and distributions of the Company and shall include Class X Common Units and any other

- 23 -

class of Equity Securities issued by the Company in accordance with ARTICLE 4; provided, that each holder of any class or series of Units who is a Member shall have the relative rights, powers, duties and obligations specified in this Agreement with respect to such class or series of Units. Except to the extent otherwise provided herein, each class of Unit represents the same fractional interest in such Profits, Losses and distributions of the Company as each other Unit in such class. Units may be issued in different classes and in whole and fractional numbers.

ARTICLE 12

Miscellaneous

12.1 Waiver of Partition. Each Member hereby waives and renounces such Member’s right to seek a court decree of dissolution or partition or to seek the appointment by a court of a liquidator for the Company.

12.2 Title to the Company Assets. The Company’s assets shall be deemed to be owned by the Company as an entity, and no Member or Family Branch, individually or collectively, shall have any ownership interest in the Company’s assets or any portion thereof. Legal title to any or all of the Company’s assets may be held in the name of the Company or one (1) or more nominees, as the Board may determine by a majority of the total votes held by the Managers on the Board. The Company’s assets for which legal title is held in the name of any nominee shall be held in trust by such nominee for the use and benefit of the Company in accordance with the provisions of this Agreement. All of the Company’s assets shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such assets is held.

12.3 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

12.4 Further Action. The parties agree to execute and deliver all documents and instruments, provide all information and take or refrain from taking such actions as the Board may reasonably request to achieve the purposes of this Agreement.

12.5 Governing Law. This Agreement and all questions arising hereunder shall be determined in accordance with the law of the State of Delaware.

12.6 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an

- 24 -

ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

12.7 Notices. Any notices to the Members or to the Company shall be sent to the Company at the Company’s principal office and to the Members at the addresses and contact information supplied by them to the Board. Such notices shall be in writing and shall be deemed to have been duly given on the date of service if served personally; on the next subsequent business day if delivered by facsimile for which a confirmation of delivery was received or by email; three (3) business days after sending if such notice is sent with a reputable international express courier service (using any delivery option reasonably believed to deliver such notice within three (3) business days).

12.8 Resolution of Disputes. Without diminishing the finality and conclusive effect of any determination by the Board of any matter under this Agreement which is provided herein to be determined or proposed by the Board, any dispute, controversy or claim arising out of or relating to or concerning the provisions of this Agreement shall be finally settled by confidential arbitration in Louisville, Kentucky (or such other City and State as agreed to in writing by the parties to the dispute, controversy or claim) by the American Arbitration Association (“AAA”) in accordance with the commercial arbitration rules of the AAA. The existence of, resolution of, and information presented or exchanged in connection with, any such arbitration proceeding shall be Confidential Information subject to the terms of Section 3.9(a).

12.9 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.10 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in any Profits, Losses, distributions, capital, property or assets of the Company other than as a secured creditor.

12.11 Counterparts. This Agreement shall be binding upon the executors, administrators, estate, heirs and legal successors of the parties hereto and this Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of each signature page and this Agreement may be executed by the affixing of the signatures of each of the Members to one of such counterpart signature pages; all of such

- 25 -

counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

12.12 Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a Joinder Agreement to this Agreement, each Member shall be deemed to acknowledge to the Company as follows: (a) the determination of such Member to acquire Units pursuant to this Agreement or any other agreement has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Member or by any agent or employee of any other Member; (b) no other Member has acted as an agent of such Member in connection with making its investment hereunder and that no other Member shall be acting as an agent of such Member in connection with monitoring its investment hereunder; (c) the Company has retained McDermott Will & Emery LLP in connection with the transactions contemplated hereby and expects to retain McDermott Will & Emery LLP as legal counsel in connection with the management and operation of the Company; (d) McDermott Will & Emery LLP is not representing and will not represent any Member in connection with the transactions contemplated hereby or any dispute related thereto, on the other hand; (e) such Member will, if it wishes counsel on the transactions contemplated hereby, retain its own independent counsel; and (f) McDermott Will & Emery LLP may represent the Company in connection with any and all matters contemplated hereby (including, without limitation, any dispute between the Company, on the one hand, and any Member, on the other hand) and such Member waives any conflict of interest in connection with such representation by McDermott Will & Emery LLP.

*    *    *    *    *

- 26 -

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

COMPANY:
WOLF PEN BRANCH GP, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Manager
MEMBERS:
ALCYONE SPIRITS, LLC
By:	/s/ Martin S. Brown, Jr.
Name:	Martin S. Brown, Jr.
Title:	Manager
CBGB 2017 LP
By:	/s/ Campbell P. Brown
Name:	Campbell P. Brown
Title:	Signatory for CPB 2017 Trust, General Partner
By:	/s/ Campbell P. Brown
Name:	Campbell P. Brown
Title:	Signatory for GGBIV 2017 Trust, General Partner
LITTLE GOOSE CREEK, LLC
By:	/s/ David C. Dick
Name:	David C. Dick
Title:	Executive Officer

[SIGNATURE PAGE TO LLC AGREEMENT OF WOLF PEN BRANCH GP, LLC]

DOGWOOD HILL HOLDINGS LLC
By:	/s/ Laura Lee Gastis
Name:	Laura Lee Gastis
Title:	Manager
BODLEY PARTNERS, LLC
By:	/s/ Brooke Brown Barzun
Name:	Brooke Brown Barzun
Title:	Manager
WHITE OAK PARTNERS, LLC
By:	/s/ W. Austin Musselman, Jr.
Name:	W. Austin Musselman, Jr.
Title:	Chief Manager
SOUTHFORK LLC
By:	/s/ Sandra A. Frazier
Name:	Sandra A. Frazier
Title:	Manager

[SIGNATURE PAGE TO LLC AGREEMENT OF WOLF PEN BRANCH GP, LLC]

EXHIBIT A

JOINDER AGREEMENT

This Joinder Agreement is made and entered into this      day of             ,             , by and between Wolf Pen Branch GP, LLC, a Delaware limited liability company (the “Company”), and the Person whose signature appears below (the “New Member”).

1. Admission. The New Member, who is a member of the “Family” and the “[                    ] Family Branch” as those terms are defined in the Limited Liability Company Agreement of the Company (the “Company Agreement”), or whose admission to the Company is approved by the Managers pursuant to the Company Agreement, is hereby admitted to the Company as a Member and shall have all the rights and be subject to all the obligations of such Member under the Company Agreement.

2. Agreement to Be Bound By the Company Agreement. The New Member acknowledges that the Member has received a copy of the Company Agreement as currently amended. The New Member agrees to be bound by all the terms and conditions of the Company Agreement.

3. Capital Contribution. The New Member shall make a capital contribution, if any, as shown on an amendment to Schedule A to the Company Agreement.

4. Counterparts. This Agreement may be executed in multiple counterparts.

This Agreement is executed as of the date first above written.

COMPANY:

WOLF PEN BRANCH GP, LLC

By:

Name:

Title:

NEW MEMBER:

[                    ]

By:

Name:

Title:

EX-99.4

Exhibit 4

FORM OF IRREVOCABLE PROXY SUBSTITUTION AND AGREEMENT

[DATE]

1. Proxy Substitution. Pursuant to one or more irrevocable proxies and powers of attorney (each, a “Proxy Agreement” and collectively, the “Proxy Agreements”), the undersigned proxy holder (the “Proxy Holder”) was appointed as proxy and power of attorney, with full power of substitution, by each of the stockholders of Brown-Forman Corporation, a Delaware corporation (the “Company”), set forth in the proxy ledger maintained by the Proxy Holder (each, a “Stockholder” and collectively, the “Stockholders”). The Proxy Holder, having been granted by each of the Stockholders the power to appoint a substitute pursuant to the grant of proxy in respect of all of the Shares (as set forth opposite such Stockholders’ names on the proxy ledger maintained by the Proxy Holder), hereby appoints Wolf Pen Branch, LP, a Delaware limited partnership (“Holdco”), as substitute proxy (the “Substitute Proxy”), with full power of re-substitution, and thereby to have all rights of the Proxy Holder (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) as set forth in each of the Proxy Agreements. The Proxy Holder acknowledges and agrees that, subject to the terms of this Irrevocable Proxy Substitution and Agreement, this substitution shall be irrevocable and agrees that the Proxy Holder shall not, and is not permitted to, take any action as Proxy Holder with respect to any of the Shares pursuant to the Proxy Agreements.

2. Proxy Holder Representations and Warranties. The Proxy Holder represents and warrants to the Substitute Proxy that the execution of this Irrevocable Proxy Substitution and Agreement by the Proxy Holder does not, and the performance by it of its obligations hereunder will not, constitute a violation of, conflict with, or result in a default under the Proxy Holder’s organizational documents, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the Proxy Holder is a party or by which the Proxy Holder is bound, or any judgment, decree, or order applicable to the Proxy Holder.

3. Proxy Holder Covenants. The Proxy Holder hereby covenants and agrees that it shall not take or agree to take any action to amend, modify, replace, terminate, cancel, or otherwise alter any of the Proxy Agreements (or waive any rights thereunder or take any action adverse to the rights of the Substitute Proxy) without the prior written consent of the Substitute Proxy. The Proxy Holder hereby further covenants that it will work with the Substitute Proxy from time to time to update the proxy ledger maintained by the Proxy Holder.

4. Revocation of Proxy Substitution. The appointment of the Substitute Proxy as the substitute proxy holder of the Proxy Holder with respect to any Shares pursuant to this Irrevocable Proxy Substitution and Agreement shall automatically be revoked contemporaneously with the termination of the Proxy Agreement with respect to such Shares in accordance with its terms and, thereafter, this Irrevocable Proxy Substitution and Agreement shall be of no further force and effect with respect to such Shares. On the effective date of the termination of any such Proxy Agreement, the Proxy Holder shall deliver a written notice of the termination of such Proxy Agreement to the Substitute Proxy in the manner provided for the giving of notices in Section 10 (a “Revocation Notice”). Upon any Transfer, the Proxy Holder

1

shall update the proxy ledger maintained by the Proxy Holder to revise or delete, as applicable, the references to the Shares implicated by such Transfer.

5. Termination. This Irrevocable Proxy Substitution and Agreement shall terminate and be of no further force or effect contemporaneously with the termination of the last of the Proxy Agreements to which the Proxy Holder is a party that is then in effect pursuant to its terms (the “Termination Date”); provided, however, that the Substitute Proxy will have the ability at any time to terminate this Irrevocable Proxy Substitution and Agreement with respect to any of the Shares subject to this Irrevocable Proxy Substitution and Agreement by providing written notice to the Proxy Holder.

6. Effect of Termination. Upon the Termination Date, this Irrevocable Proxy Substitution and Agreement shall immediately become void and there shall be no liability or obligation on the part of the Proxy Holder or the Substitute Proxy; provided, however, that no such termination shall relieve a party of liability for breach prior to the Termination Date.

7. Exclusive Jurisdiction. The Substitute Proxy and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy Substitution and Agreement shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware. Each of the Substitute Proxy and the Proxy Holder each consent to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in such court, and each further waives any objection to the laying of venue of any such litigation in such court and agrees not to plead or claim in such court that such litigation brought therein has been brought in an inconvenient forum. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10. Nothing in this Section 7, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

8. Governing Law. This Irrevocable Proxy Substitution and Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

9. Specific Performance. The Proxy Holder hereby agrees and acknowledges that the Substitute Proxy would be irreparably harmed in the event of a breach by the Proxy Holder of the Proxy Holder’s obligations hereunder, that monetary damages may not be an adequate remedy for such breach and that the Substitute Proxy shall be entitled to specific performance or injunctive relief, without the need to post a bond or other security, in addition to any other remedy that the Substitute Proxy may have at law or in equity, in the event of such breach.

10. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) on the date of confirmation of receipt (or the first (1^st) Business Day following such receipt if the date of such receipt is not a Business Day) of electronic transmission by

2

facsimile or e-mail, in each case to the intended recipient at the address or facsimile telephone number set forth below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto).

If to the Proxy Holder, at the address set forth on the signature page hereto.

If to the Substitute Proxy, at the address set forth on the signature page hereto.

11. Restricted Transactions.

(a) Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Proxy Holder hereby agrees that neither the Proxy Holder nor any of the Proxy Holder’s Affiliates, and the Substitute Proxy hereby agrees that neither the Substitute Proxy nor any of the Substitute Proxy’s Affiliates, shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent committee of the Board of Directors of the Company. The Company shall be an express third party beneficiary of this Irrevocable Proxy Substitution and Agreement solely for purposes of enforcing the obligations and agreements of the Proxy Holder and the Substitute Proxy set forth in this Section 11.

(b) For purposes of this Section 11:

(i) “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

(ii) The terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

(iii) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange, NASDAQ or any other nationally recognized securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the fair market value on the date in question of a share of such stock as determined by the Board of Directors of the Company in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors of the Company in good faith.

(iv) “Restricted Transaction” means (1) any merger or consolidation of the Company or any subsidiary thereof with (A) the Proxy Holder or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Proxy Holder or (B) the Substitute Proxy or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Substitute Proxy, as applicable; (2) any sale, lease, exchange, mortgage, pledge,

3

transfer or other disposition (in one transaction or a series of related transactions) to or with (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, of any assets of the Company or any subsidiary thereof having an aggregate Fair Market Value of $1,000,000 or more; (3) the issuance or transfer by the Company or any subsidiary thereof (in one transaction or a series of related transactions) of any securities of the Company or any subsidiary thereof to (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; (4) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its subsidiaries or any other transaction (whether or not with or into or otherwise involving the Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any subsidiary of the Company which is directly or indirectly owned by (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; provided that for the avoidance of doubt, a repurchase of shares of capital stock of the Company by the Company or any subsidiary thereof that has been approved by the Board of Directors or any committee thereof (either in the specific case or pursuant to a share repurchase program) shall not be considered a reclassification of securities or recapitalization of the Company for purposes of this Section 11(b)(iv)(5).

12. Amendment. No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy Substitution and Agreement will be valid, unless the same shall be in writing and signed by all parties hereto. No waiver by the Proxy Holder or the Substitute Proxy of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to affect in any way any of the rights of the Proxy Holder or the Substitute Proxy, as the case may be, arising hereunder. Notwithstanding the foregoing, Section 11 of this Irrevocable Proxy Substitution and Agreement may not be amended, altered or modified, and no provision of this Irrevocable Proxy Substitution and Agreement inconsistent therewith may be adopted, without the prior written consent of the Company.

13. Counterparts. This Irrevocable Proxy Substitution and Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

14. Definitions. Unless otherwise defined in this Irrevocable Proxy Substitution and Agreement, capitalized terms in this Irrevocable Proxy Substitution and Agreement shall have the same meaning ascribed to them in the Proxy Agreements.

[Remainder of Page Intentionally Left Blank]

4

IN WITNESS WHEREOF, the undersigned Proxy Holder has granted this Irrevocable Proxy Substitution and Agreement to the undersigned Substitute Proxy on the date first written above.

PROXY HOLDER:

Proxy Holder Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

SUBSTITUTE PROXY:

Substitute Proxy Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

5

EX-99.5

Exhibit 5

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY

[DATE]

1. Grant of Irrevocable Proxy. Subject to the terms of this Irrevocable Proxy and Power of Attorney, the undersigned stockholder (the “Stockholder”) of Brown-Forman Corporation, a Delaware corporation (the “Company”), hereby irrevocably grants an irrevocable proxy and power of attorney to the undersigned proxy holder (the “Proxy Holder”), and hereby irrevocably appoints the Proxy Holder as the sole and exclusive attorney-in-fact and proxy of the Stockholder, with full power of substitution and re-substitution, to vote and exercise all voting, consent and related rights (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) with respect to all of the Shares. Without limitation of the foregoing, the Proxy Holder, with full power of substitution and re-substitution, is hereby authorized and empowered by the undersigned Stockholder, at any time prior to the Termination Date, to act as the undersigned Stockholder’s attorney-in-fact and proxy to exercise all voting, consent and similar rights (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) of the undersigned Stockholder with respect to all of the Shares at every annual, special or adjourned meeting of stockholders of the Company and in every written consent in lieu of such meeting. The Stockholder expressly acknowledges and agrees that the Proxy Holder will execute an Irrevocable Proxy Substitution and Agreement in the form attached hereto as Exhibit A in favor of Wolf Pen Branch, LP, a Delaware limited partnership (“Holdco”), promptly following execution of this Irrevocable Proxy and Power of Attorney and, as a consequence thereof, Holdco will undertake all obligations of the Proxy Holder pursuant to this Irrevocable Proxy and Power of Attorney, including, without limitation, all right to vote or act by consent with respect to the Shares, and the Proxy Holder shall thereafter have no such rights and will be bound by the obligations contained therein. In addition, Holdco shall be an express third party beneficiary of this Irrevocable Proxy and Power of Attorney. Capitalized terms not otherwise defined herein have the meanings given to such terms in Section 18 hereof.

2. Stockholder Representations and Warranties. The Stockholder represents and warrants to the Proxy Holder that (a) the Shares owned by the Stockholder as of the date of this Irrevocable Proxy and Power of Attorney are owned beneficially and of record by and in the name of the Stockholder and are listed on the signature page of this Irrevocable Proxy and Power of Attorney, (b) the Stockholder is and, subject to the consummation of any partial Transfer pursuant to Section 4 or Section 5 hereof, until the Termination Date will be, the record and beneficial owner of the Shares, (c) the Stockholder has and, subject to the consummation of any partial Transfer pursuant to Section 4 or Section 5 hereof, until the Termination Date will have, good, valid, and marketable title to the Shares, (d) there exist, and, subject to the consummation of any partial Transfer pursuant to Section 4 or Section 5 hereof, through the Termination Date there will exist, no liens, claims, options, proxies, voting agreements, charges, or encumbrances of whatever nature which would restrict the voting or consent of, or other actions in respect of, the Shares as contemplated hereby, and (e) the execution of this Irrevocable Proxy and Power of Attorney by the Stockholder does not, and the performance by it of its obligations hereunder will not, constitute a violation of, conflict with, or result in a default under, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the

Stockholder is a party or by which the Stockholder is bound, or any judgment, decree, or order applicable to the Stockholder or the Shares.

3. Transfer Restrictions. From the date hereof until the Termination Date, the Stockholder will not, directly or indirectly (by operation of law or otherwise), transfer, sell, assign, dispose, donate, pledge, bequest, hypothecate, convey, encumber or otherwise dispose of (and will not permit any such transfer, sale, assignment, disposition, donation, pledge, bequest, hypothecation, conveyance, encumbrance or other disposition of) any of the Shares or any interest therein by any means whatsoever (any of the foregoing, a “Transfer”). Any Transfer not made in accordance with the terms of Section 4 or Section 5 shall be null and void ab initio.

4. Transfers to Brown Family Transferees.

(a) Notwithstanding anything set forth in Section 3, the Stockholder may Transfer the Shares or any interest therein to any Brown Family Transferee pursuant to the terms of this Section 4.

(b) No Transfer to a Brown Family Transferee shall be made or become effective pursuant to this Section 4 unless:

(i) no later than five (5) Business Days prior to the proposed effective date of the Transfer, the Stockholder delivers written notice of the intended Transfer (the “Brown Family Transferee Notice”) to the Proxy Holder, Holdco and the Company; and

(ii) on or prior to the effective date of the Transfer, the Stockholder and the Brown Family Transferee shall have provided all such additional information reasonably requested by the Proxy Holder, counsel to Holdco and/or the Company in connection with or related to such Transfer, including any information requested for purposes of compliance with any applicable obligations of the Proxy Holder, Holdco and/or the Company under any applicable federal or state law, including, but not limited to, the Securities Exchange Act of 1934, as amended.

(c) On or prior to the effective date of the Transfer:

(i) the Stockholder shall deliver to the Proxy Holder an executed and completed copy of the agreement and all other related documents memorializing such Transfer, which shall be consistent with the terms of the Brown Family Transferee Notice.

(ii) if the Brown Family Transferee has not already granted a proxy and power of attorney to Holdco or any Branch Entity (including the Proxy Holder) in substantially the form of this Irrevocable Proxy and Power of Attorney (a “Pre-Existing Proxy”), such Brown Family Transferee shall deliver an executed copy of a proxy and power of attorney in substantially the form of this Irrevocable Proxy and Power of Attorney to the Proxy Holder or, if the Brown Family Transferee is a member of a different branch of the Brown family than the Stockholder, the applicable Branch Entity of the Brown Family Transferee’s branch of the Brown family.

2

(iii) if the Brown Family Transferee is already a party to a Pre-Existing Proxy, such Brown Family Transferee shall deliver a notice pursuant to Section 6 of such Pre-Existing Proxy agreeing that the Shares acquired in such Transfer shall be subject to and bound by the terms of such Pre-Existing Proxy to the Proxy Holder or, if the Brown Family Transferee is a member of a different branch of the Brown family than the Stockholder, the applicable Branch Entity of the Brown Family Transferee’s branch of the Brown family.

5. Third Party Transfers.

(a) Notwithstanding anything set forth in Section 3, a Stockholder may Transfer any Shares to any Person who is not a Brown Family Transferee (a “Third Party Transferee”) provided that:

(i) no later than 180 days prior to the proposed effective date of the Transfer, the Stockholder delivers to the Proxy Holder, Holdco and the Company written notice of such proposed Transfer (the “Third Party Transfer Notice”);

(ii) on or prior to the effective date of the Transfer, the Stockholder and the Third Party Transferee shall have provided to the Proxy Holder, counsel to Holdco and/or the Company all information reasonably requested by the Proxy Holder, counsel to Holdco and/or the Company in connection with or related to such Transfer, including any information requested for purposes of compliance with any applicable obligations of the Proxy Holder, Holdco and/or the Company under any applicable federal or state law, including, but not limited to, the Securities Exchange Act of 1934, as amended;

(iii) on the effective date of the Transfer, the Stockholder shall have delivered written notice to the Proxy Holder, Holdco and the Company of the effective date of such Transfer (the “Transfer Completion Notice”); and

(b) In the event that a Stockholder has complied with Section 5(a), the Stockholder shall be permitted to Transfer the Shares contemplated by the Third Party Transfer Notice to the Third Party Transferee, provided that (i) the Stockholder may not Transfer Shares in excess of the number of Shares covered by the Third Party Transfer Notice, and (ii) the Stockholder will not be permitted to Transfer Shares covered by the Third Party Transfer Notice on a date that is more than 240 days following the date of the Third Party Transfer Notice without again following the same procedures set forth in this Section 5.

6. Acquisition of Additional Shares. Following the effective date of this Irrevocable Proxy and Power of Attorney, if the Stockholder desires to cause additional Shares held by such Stockholder to be subject to this Irrevocable Proxy and Power of Attorney, the Stockholder shall deliver to the Proxy Holder, counsel to Holdco and the Company a completed and executed written notice. For the avoidance of doubt, the Stockholder acknowledges and agrees that if it is the recipient of Shares as a Brown Family Transferee, such Stockholder is required to deliver a notice under this Section 6 with respect to such Shares as a condition to the effectiveness of the Transfer of such Shares.

3

7. Amendment. No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy and Power of Attorney will be valid, unless the same shall be in writing and signed by all parties hereto. No waiver by the Proxy Holder of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to affect in any way any of the rights of the Proxy Holder arising hereunder. Notwithstanding the foregoing, Section 16 of this Irrevocable Proxy and Power of Attorney may not be amended, altered or modified, and no provision of this Irrevocable Proxy and Power of Attorney inconsistent therewith may be adopted, without the prior written consent of the Company.

8. Coupled with an Interest. The Stockholder hereby acknowledges and agrees that the foregoing grant of proxy and power of attorney to the Proxy Holder is coupled with an interest sufficient in law to support an irrevocable power.

9. Revocation of Prior Proxies. Upon the Stockholder’s execution of this Irrevocable Proxy and Power of Attorney, any and all prior proxies given or purported to have been given by the undersigned Stockholder with respect to the Shares shall hereby be automatically revoked.

10. Termination Date. This Irrevocable Proxy and Power of Attorney shall terminate and be of no further force or effect on the earliest to occur of: (a) the date on which the Stockholder has Transferred all of the Shares of such Stockholder in accordance with the terms of Section 4 or Section 5; (b) the Holdco Dissolution Date; or (c) the Proxy Holder Withdrawal Date (such date, the “Termination Date”). In addition, in the event that the Stockholder has Transferred some, but not all, of the Shares of such Stockholder in accordance with the terms of Section 4 or Section 5, this Irrevocable Proxy and Power of Attorney shall terminate and be of no further force or effect with respect to the Shares so Transferred on the effective date of such Transfer. Subject to the preceding sentences, it is acknowledged and agreed that the term of this Irrevocable Proxy may exceed three (3) years.

11. Effect of Termination. Upon the Termination Date, this Irrevocable Proxy and Power of Attorney shall immediately become void and there shall be no liability or obligation on the part of the Stockholder or the Proxy Holder; provided, however, that no such termination shall relieve a party of liability for breach prior to the Termination Date.

12. Exclusive Jurisdiction. The Stockholder and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy and Power of Attorney shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware. The Stockholder and the Proxy Holder each consent to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in such court, and each further waives any objection to the laying of venue of any such litigation in such court and agrees not to plead or claim in such court that such litigation brought therein has been brought in an inconvenient forum. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 15.

4

Nothing in this Section 12, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

13. Governing Law. This Irrevocable Proxy and Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

14. Specific Performance. The Stockholder hereby agrees and acknowledges that the Proxy Holder and Holdco would be irreparably harmed in the event of a breach by the Stockholder of the Stockholder’s obligations hereunder, that monetary damages may not be an adequate remedy for such breach and that the Proxy Holder shall be entitled to specific performance or injunctive relief, without the need to post a bond or other security, in addition to any other remedy that the Proxy Holder may have at law or in equity, in the event of such breach.

15. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) on the date of confirmation of receipt (or the first (1^st) Business Day following such receipt if the date of such receipt is not a Business Day) of electronic transmission by facsimile or e-mail, in each case to the intended recipient at the address or facsimile telephone number set forth below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto).

If to the Proxy Holder, at the address set forth on the signature page hereto.

If to the Stockholder, to the address set forth on the signature page hereto.

If to Holdco:

Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, TN 37201

Attention: James H. Cheek, III (E-mail: jcheek@bassberry.com)

If to the Company:

Brown-Forman Corporation

850 Dixie Highway

Louisville, Kentucky 40210

Attention: Michael Carr (E-mail: mike_carr@b-f.com)

5

16. Restricted Transactions.

(a) Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Stockholder hereby agrees that neither the Stockholder nor any of the Stockholder’s Affiliates shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent committee of the Board of Directors of the Company. The Company shall be an express third party beneficiary of this Irrevocable Proxy and Power of Attorney solely for purposes of enforcing the obligations and agreements of the Stockholder set forth in this Section 16.

(b) For purposes of this Section 16:

(i) “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

(ii) The terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

(iii) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange, NASDAQ or any other nationally recognized securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the fair market value on the date in question of a share of such stock as determined by the Board of Directors of the Company in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors of the Company in good faith.

(iv) “Restricted Transaction” means (1) any merger or consolidation of the Company or any subsidiary thereof with (A) the Stockholder, or (B) any other Person which is, or after such merger or consolidation would be, an Affiliate of the Stockholder; (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with the Stockholder or any Affiliate of the Stockholder of any assets of the Company or any subsidiary thereof having an aggregate Fair Market Value of $1,000,000 or more; (3) the issuance or transfer by the Company or any subsidiary thereof (in one transaction or a series of related transactions) of any securities of the Company or any subsidiary thereof to the Stockholder or any Affiliate of the Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; (4) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of the Stockholder or any Affiliate of the Stockholder; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its subsidiaries or any other transaction (whether or not with or into or otherwise involving the Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of

6

any class of equity or convertible securities of the Company or any subsidiary of the Company which is directly or indirectly owned by the Stockholder or any Affiliate of the Stockholder; provided that for the avoidance of doubt, a repurchase of shares of capital stock of the Company by the Company or any subsidiary thereof that has been approved by the Board of Directors or any committee thereof (either in the specific case or pursuant to a share repurchase program) shall not be considered a reclassification of securities or recapitalization of the Company for purposes of this Section 16(b)(iv)(5).

17. Counterparts. This Irrevocable Proxy and Power of Attorney may be executed in two (2) or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

18. Definitions.

“Branch Entities” means Alcyone Spirits, LLC; Bodley Partners, LLC; CBGB 2017 LP; Dogwood Hill Holdings, LLC; Little Goose Creek, LLC; Southfork LLC; and White Oak Partners, LLC.

“Brown Family Transferee” means (a) Holdco, including its subsidiaries or any successor entity thereof, (b) any of the Branch Entities, including their respective subsidiaries or any successor entities, or (c) any Related Transferee.

“Business Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by law or other governmental action to close.

“Holdco Dissolution Date” means the date that the dissolution, liquidation or winding up of Holdco has become effective.

“Included Descendant” means with respect to any Stockholder that is a natural person, any direct legal descendant of Owsley Brown I (by birth or adoption) who is a member of a family branch that has created a Branch Entity.

“Participating Brown Family Affiliate” any Person who has contributed shares of capital stock of the Company to Holdco or any Branch Entity for contribution to Holdco that continue to be held by Holdco or any Branch Entity, as applicable, or granted an Irrevocable Proxy and Power of Attorney over shares of capital stock of the Company to Holdco or any Branch Entity which remains in effect.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, association, trust, business trust, governmental entity, unincorporated organization, estate or other entity.

“Proxy Holder Withdrawal Date” means the date that the Proxy Holder or a successor entity of the Proxy Holder ceases to be a limited partner of Holdco.

7

“Related Transferee” means (a) any Participating Brown Family Affiliate, (b) any Included Descendant, (c) the current spouse of any Included Descendant, (d) any Person created or controlled by one or more Included Descendants that is primarily for the benefit of Included Descendants, spouses of Included Descendants, and organizations described in Section 170(c) of the Internal Revenue Code of 1986, as amended.

“Shares” means (a) the shares of capital stock of the Company set forth on the signature page hereto, together with any shares of capital stock of the Company with voting power issued in connection with a stock split, subdivision, reverse stock split, dividend, reclassification, reorganization or other similar transaction in respect of such Shares (the “Derivative Shares”); (b) any shares of capital stock of the Company that hereafter may be owned beneficially and of record by the Stockholder which the Stockholder has elected to be subject to this Irrevocable Proxy and Power of Attorney in accordance with Section 6 hereof, together with any Derivative Shares issued in respect of such Shares; and (c) any and all other shares or securities of the Company issued or issuable in respect thereof.

[Remainder of Page Intentionally Left Blank]

8

IN WITNESS WHEREOF, the undersigned Stockholder has granted this Irrevocable Proxy and Power of Attorney to the undersigned Proxy Holder on the date first written above.

STOCKHOLDER:

Stockholder Name	Shares of Class A Common Stock Subject to Proxy	Notice Address	Name and Title of Authorized Signatory (if  entity Stockholder)	Signature of Stockholder or Authorized Signatory
[insert name]	[insert no. of shares]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

PROXY HOLDER:

Proxy Holder Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

[Signature Page to Irrevocable Proxy and Power of Attorney]

Exhibit A

IRREVOCABLE PROXY SUBSTITUTION AND AGREEMENT

1. Proxy Substitution. Pursuant to one or more irrevocable proxies and powers of attorney (each, a “Proxy Agreement” and collectively, the “Proxy Agreements”), the undersigned proxy holder (the “Proxy Holder”) was appointed as proxy and power of attorney, with full power of substitution, by each of the stockholders of Brown-Forman Corporation, a Delaware corporation (the “Company”), set forth in the proxy ledger maintained by the Proxy Holder (each, a “Stockholder” and collectively, the “Stockholders”). The Proxy Holder, having been granted by each of the Stockholders the power to appoint a substitute pursuant to the grant of proxy in respect of all of the Shares (as set forth opposite such Stockholders’ names on the proxy ledger maintained by the Proxy Holder), hereby appoints Wolf Pen Branch, LP, a Delaware limited partnership (“Holdco”), as substitute proxy (the “Substitute Proxy”), with full power of re-substitution, and thereby to have all rights of the Proxy Holder (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) as set forth in each of the Proxy Agreements. The Proxy Holder acknowledges and agrees that, subject to the terms of this Irrevocable Proxy Substitution and Agreement, this substitution shall be irrevocable and agrees that the Proxy Holder shall not, and is not permitted to, take any action as Proxy Holder with respect to any of the Shares pursuant to the Proxy Agreements.

2. Proxy Holder Representations and Warranties. The Proxy Holder represents and warrants to the Substitute Proxy that the execution of this Irrevocable Proxy Substitution and Agreement by the Proxy Holder does not, and the performance by it of its obligations hereunder will not, constitute a violation of, conflict with, or result in a default under the Proxy Holder’s organizational documents, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the Proxy Holder is a party or by which the Proxy Holder is bound, or any judgment, decree, or order applicable to the Proxy Holder.

3. Proxy Holder Covenants. The Proxy Holder hereby covenants and agrees that it shall not take or agree to take any action to amend, modify, replace, terminate, cancel, or otherwise alter any of the Proxy Agreements (or waive any rights thereunder or take any action adverse to the rights of the Substitute Proxy) without the prior written consent of the Substitute Proxy. The Proxy Holder hereby further covenants that it will work with the Substitute Proxy from time to time to update the proxy ledger maintained by the Proxy Holder.

4. Revocation of Proxy Substitution. The appointment of the Substitute Proxy as the substitute proxy holder of the Proxy Holder with respect to any Shares pursuant to this Irrevocable Proxy Substitution and Agreement shall automatically be revoked contemporaneously with the termination of the Proxy Agreement with respect to such Shares in accordance with its terms and, thereafter, this Irrevocable Proxy Substitution and Agreement shall be of no further force and effect with respect to such Shares. On the effective date of the termination of any such Proxy Agreement, the Proxy Holder shall deliver a written notice of the termination of such Proxy Agreement to the Substitute Proxy in the manner provided for the giving of notices in Section 10 (a “Revocation Notice”). Upon any Transfer, the Proxy Holder

1

shall update the proxy ledger maintained by the Proxy Holder to revise or delete, as applicable, the references to the Shares implicated by such Transfer.

5. Termination. This Irrevocable Proxy Substitution and Agreement shall terminate and be of no further force or effect contemporaneously with the termination of the last of the Proxy Agreements to which the Proxy Holder is a party that is then in effect pursuant to its terms (the “Termination Date”); provided, however, that the Substitute Proxy will have the ability at any time to terminate this Irrevocable Proxy Substitution and Agreement with respect to any of the Shares subject to this Irrevocable Proxy Substitution and Agreement by providing written notice to the Proxy Holder.

6. Effect of Termination. Upon the Termination Date, this Irrevocable Proxy Substitution and Agreement shall immediately become void and there shall be no liability or obligation on the part of the Proxy Holder or the Substitute Proxy; provided, however, that no such termination shall relieve a party of liability for breach prior to the Termination Date.

7. Exclusive Jurisdiction. The Substitute Proxy and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy Substitution and Agreement shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware. Each of the Substitute Proxy and the Proxy Holder each consent to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in such court, and each further waives any objection to the laying of venue of any such litigation in such court and agrees not to plead or claim in such court that such litigation brought therein has been brought in an inconvenient forum. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10. Nothing in this Section 7, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

8. Governing Law. This Irrevocable Proxy Substitution and Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

9. Specific Performance. The Proxy Holder hereby agrees and acknowledges that the Substitute Proxy would be irreparably harmed in the event of a breach by the Proxy Holder of the Proxy Holder’s obligations hereunder, that monetary damages may not be an adequate remedy for such breach and that the Substitute Proxy shall be entitled to specific performance or injunctive relief, without the need to post a bond or other security, in addition to any other remedy that the Substitute Proxy may have at law or in equity, in the event of such breach.

10. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) on the date of confirmation of receipt (or the first (1^st) Business Day following

2

such receipt if the date of such receipt is not a Business Day) of electronic transmission by facsimile or e-mail, in each case to the intended recipient at the address or facsimile telephone number set forth below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto).

If to the Proxy Holder, at the address set forth on the signature page hereto.

If to the Substitute Proxy, at the address set forth on the signature page hereto.

11. Restricted Transactions.

(a) Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Proxy Holder hereby agrees that neither the Proxy Holder nor any of the Proxy Holder’s Affiliates, and the Substitute Proxy hereby agrees that neither the Substitute Proxy nor any of the Substitute Proxy’s Affiliates, shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent committee of the Board of Directors of the Company. The Company shall be an express third party beneficiary of this Irrevocable Proxy Substitution and Agreement solely for purposes of enforcing the obligations and agreements of the Proxy Holder and the Substitute Proxy set forth in this Section 11.

(b) For purposes of this Section 11:

(i) “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

(ii) The terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

(iii) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange, NASDAQ or any other nationally recognized securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the fair market value on the date in question of a share of such stock as determined by the Board of Directors of the Company in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors of the Company in good faith.

(iv) “Restricted Transaction” means (1) any merger or consolidation of the Company or any subsidiary thereof with (A) the Proxy Holder or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Proxy Holder or (B) the

3

Substitute Proxy or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Substitute Proxy, as applicable; (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, of any assets of the Company or any subsidiary thereof having an aggregate Fair Market Value of $1,000,000 or more; (3) the issuance or transfer by the Company or any subsidiary thereof (in one transaction or a series of related transactions) of any securities of the Company or any subsidiary thereof to (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; (4) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its subsidiaries or any other transaction (whether or not with or into or otherwise involving the Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any subsidiary of the Company which is directly or indirectly owned by (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; provided that for the avoidance of doubt, a repurchase of shares of capital stock of the Company by the Company or any subsidiary thereof that has been approved by the Board of Directors or any committee thereof (either in the specific case or pursuant to a share repurchase program) shall not be considered a reclassification of securities or recapitalization of the Company for purposes of this Section 11(b)(iv)(5).

12. Amendment. No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy Substitution and Agreement will be valid, unless the same shall be in writing and signed by all parties hereto. No waiver by the Proxy Holder or the Substitute Proxy of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to affect in any way any of the rights of the Proxy Holder or the Substitute Proxy, as the case may be, arising hereunder. Notwithstanding the foregoing, Section 11 of this Irrevocable Proxy Substitution and Agreement may not be amended, altered or modified, and no provision of this Irrevocable Proxy Substitution and Agreement inconsistent therewith may be adopted, without the prior written consent of the Company.

13. Counterparts. This Irrevocable Proxy Substitution and Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

14. Definitions. Unless otherwise defined in this Irrevocable Proxy Substitution and Agreement, capitalized terms in this Irrevocable Proxy Substitution and Agreement shall have the same meaning ascribed to them in the Proxy Agreements.

[Remainder of Page Intentionally Left Blank]

4

IN WITNESS WHEREOF, the undersigned Proxy Holder has granted this Irrevocable Proxy Substitution and Agreement to the undersigned Substitute Proxy on the date first written above.

PROXY HOLDER:

Proxy Holder Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

SUBSTITUTE PROXY:

Substitute Proxy Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

[Signature Page to Irrevocable Proxy Substitution and Agreement]

EX-99.6

Exhibit 6

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY

[Date]

1. Grant of Irrevocable Proxy. Subject to the terms of this Irrevocable Proxy and Power of Attorney, the undersigned stockholder (the “Stockholder”) of Brown-Forman Corporation, a Delaware corporation (the “Company”), hereby irrevocably grants an irrevocable proxy and power of attorney to the undersigned proxy holder (the “Proxy Holder”), and hereby irrevocably appoints the Proxy Holder as the sole and exclusive attorney-in-fact and proxy of the Stockholder, with full power of substitution and re-substitution, to vote and exercise all voting, consent and related rights (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) with respect to all of the Shares. Without limitation of the foregoing, the Proxy Holder, with full power of substitution and re-substitution, is hereby authorized and empowered by the undersigned Stockholder, at any time prior to the Termination Date, to act as the undersigned Stockholder’s attorney-in-fact and proxy to exercise all voting, consent and similar rights (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) of the undersigned Stockholder with respect to all of the Shares at every annual, special or adjourned meeting of stockholders of the Company and in every written consent in lieu of such meeting. The Stockholder expressly acknowledges and agrees that the Proxy Holder may execute an Irrevocable Proxy Substitution and Agreement in the form attached hereto as Exhibit A in favor of the substitute proxy holder named therein (the “Substitute Proxy”) following execution of this Irrevocable Proxy and Power of Attorney and, as a consequence thereof, the Substitute Proxy would be authorized to undertake all obligations of the Proxy Holder pursuant to this Irrevocable Proxy and Power of Attorney, including, without limitation, all right to vote or act by consent with respect to the Shares, and the Proxy Holder shall thereafter have no such rights and will be bound by the obligations contained therein. In addition, the Substitute Proxy (if applicable) shall be an express third party beneficiary of this Irrevocable Proxy and Power of Attorney. Capitalized terms not otherwise defined herein have the meanings given to such terms in Section 17 hereof.

2. Stockholder Representations and Warranties. The Stockholder represents and warrants to the Proxy Holder that (a) the Shares owned by the Stockholder as of the date of this Irrevocable Proxy and Power of Attorney are owned beneficially and of record by and in the name of the Stockholder and are listed on the signature page of this Irrevocable Proxy and Power of Attorney, (b) the Stockholder is and, subject to the consummation of any partial foreclosure under a Permitted Pledge, until the Termination Date will be, the record and beneficial owner of the Shares, (c) the Stockholder has and, subject to the consummation of any partial foreclosure under a Permitted Pledge, until the Termination Date will have, good, valid, and marketable title to the Shares, (d) there exist, and, subject to the consummation of any partial foreclosure under a Permitted Pledge, through the Termination Date there will exist, no liens, claims, options, proxies, voting agreements, charges, or encumbrances of whatever nature which would restrict the voting or consent of, or other actions in respect of, the Shares as contemplated hereby, and (e) the execution of this Irrevocable Proxy and Power of Attorney by the Stockholder does not, and the performance by it of its obligations hereunder will not, constitute a violation of, conflict

with, or result in a default under, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound, or any judgment, decree, or order applicable to the Stockholder or the Shares.

3. Transfer Restrictions. From the date hereof until the Termination Date, the Stockholder will not, directly or indirectly (by operation of law or otherwise), transfer, sell, assign, dispose, donate, pledge, bequest, hypothecate, convey, encumber or otherwise dispose of (and will not permit any such transfer, sale, assignment, disposition, donation, pledge, bequest, hypothecation, conveyance, encumbrance or other disposition of) any of the Shares or any interest therein by any means whatsoever (any of the foregoing, a “Transfer”). Any Transfer not made in accordance with the terms of Section 4 shall be null and void ab initio.

4. Permitted Pledge.

(a) Notwithstanding anything set forth in Section 3, the Stockholder may Transfer the Shares if such Transfer is by means of a pledge that creates a mere security interest in the Shares pursuant to a bona fide loan, indebtedness or similar transaction (a “Permitted Pledge”) and if such Stockholder otherwise complies with the terms of this Section 4.

(b) No Permitted Pledge shall be made or become effective pursuant to this Section 4 unless:

(i) no later than five (5) Business Days prior to the proposed effective date of the Permitted Pledge, the Stockholder delivers written notice of the intended Permitted Pledge (the “Permitted Pledge Notice”) to the Proxy Holder, the Substitute Proxy (if applicable) and the Company; and

(ii) on or prior to the effective date of the Permitted Pledge, the Stockholder shall have provided all such additional information reasonably requested by counsel to the Proxy Holder, the Substitute Proxy (if applicable) and/or the Company in connection with or related to such Permitted Pledge, including any information requested for purposes of compliance with any applicable obligations of the Proxy Holder, the Substitute Proxy (if applicable) and/or the Company under any applicable federal or state law, including, but not limited to, the Securities Exchange Act of 1934, as amended.

5. Acquisition of Additional Shares. Following the effective date of this Irrevocable Proxy and Power of Attorney, if the Stockholder desires to cause additional Shares held by such Stockholder to be subject to this Irrevocable Proxy and Power of Attorney, the Stockholder shall deliver to the Proxy Holder, the Substitute Proxy (if applicable) and the Company a completed and executed written notice.

6. Amendment. No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy and Power of Attorney will be valid, unless the same shall be in writing and signed by all parties hereto. No waiver by the Proxy Holder of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to affect in any way any of the rights of the Proxy Holder arising hereunder. Notwithstanding the foregoing, Section 15 of this Irrevocable Proxy and

2

Power of Attorney may not be amended, altered or modified, and no provision of this Irrevocable Proxy and Power of Attorney inconsistent therewith may be adopted, without the prior written consent of the Company.

7. Coupled with an Interest. The Stockholder hereby acknowledges and agrees that the foregoing grant of proxy and power of attorney to the Proxy Holder is coupled with an interest sufficient in law to support an irrevocable power.

8. Revocation of Prior Proxies. Upon the Stockholder’s execution of this Irrevocable Proxy and Power of Attorney, any and all prior proxies given or purported to have been given by the undersigned Stockholder with respect to the Shares shall hereby be automatically revoked.

9. Termination Date. This Irrevocable Proxy and Power of Attorney shall terminate and be of no further force or effect on the earliest to occur of (a) the date that a pledgee forecloses on (or takes similar action with respect to) all of the Shares under a Permitted Pledge; (b) the Proxy Holder Dissolution Date; and (c) the Family Branch Entity Withdrawal Date (such date, the “Termination Date”). In addition, in the event that some, but not all, of the Shares of such Stockholder subject to a Permitted Pledge have been foreclosed on, this Irrevocable Proxy and Power of Attorney shall terminate and be of no further force or effect with respect to such Shares on the effective date of such foreclosure. Subject to the preceding sentences, it is acknowledged and agreed that the term of this Irrevocable Proxy may exceed three (3) years.

10. Effect of Termination. Upon the Termination Date, this Irrevocable Proxy and Power of Attorney shall immediately become void and there shall be no liability or obligation on the part of the Stockholder or the Proxy Holder; provided, however, that no such termination shall relieve a party of liability for breach prior to the Termination Date .

11. Exclusive Jurisdiction. The Stockholder and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy and Power of Attorney shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware. The Stockholder and the Proxy Holder each consent to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in such court, and each further waives any objection to the laying of venue of any such litigation in such court and agrees not to plead or claim in such court that such litigation brought therein has been brought in an inconvenient forum. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 14. Nothing in this Section 11, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

12. Governing Law. This Irrevocable Proxy and Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

3

13. Specific Performance. The Stockholder hereby agrees and acknowledges that the Proxy Holder and the Substitute Proxy (if applicable) would be irreparably harmed in the event of a breach by the Stockholder of the Stockholder’s obligations hereunder, that monetary damages may not be an adequate remedy for such breach and that the Proxy Holder shall be entitled to specific performance or injunctive relief, without the need to post a bond or other security, in addition to any other remedy that the Proxy Holder may have at law or in equity, in the event of such breach.

14. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) on the date of confirmation of receipt (or the first (1^st) Business Day following such receipt if the date of such receipt is not a Business Day) of electronic transmission by facsimile or e-mail, in each case to the intended recipient at the address or facsimile telephone number set forth below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to the Proxy Holder, at the address set forth on the signature page hereto.

If to the Stockholder, to the address set forth on the signature page hereto.

If to the Substitute Proxy:

Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, TN 37201

Attention: James H. Cheek, III (E-mail: jcheek@bassberry.com)

If to the Company:

Brown-Forman Corporation

850 Dixie Highway

Louisville, Kentucky 40210

Attention: Michael Carr (E-mail: mike_carr@b-f.com)

15. Restricted Transactions.

(a) Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Stockholder hereby agrees that neither the Stockholder nor any of the Stockholder’s Affiliates shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent

4

committee of the Board of Directors of the Company. The Company shall be an express third party beneficiary of this Irrevocable Proxy and Power of Attorney solely for purposes of enforcing the obligations and agreements of the Stockholder set forth in this Section 15.

(b) For purposes of this Section 15:

(i) “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

(ii) The terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

(iii) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange, NASDAQ or any other nationally recognized securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the fair market value on the date in question of a share of such stock as determined by the Board of Directors of the Company in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors of the Company in good faith.

(iv) “Restricted Transaction” means (1) any merger or consolidation of the Company or any subsidiary thereof with (A) the Stockholder, or (B) any other Person which is, or after such merger or consolidation would be, an Affiliate of the Stockholder; (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with the Stockholder or any Affiliate of the Stockholder of any assets of the Company or any subsidiary thereof having an aggregate Fair Market Value of $1,000,000 or more; (3) the issuance or transfer by the Company or any subsidiary thereof (in one transaction or a series of related transactions) of any securities of the Company or any subsidiary thereof to the Stockholder or any Affiliate of the Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; (4) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of the Stockholder or any Affiliate of the Stockholder; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its subsidiaries or any other transaction (whether or not with or into or otherwise involving the Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any subsidiary of the Company which is directly or indirectly owned by the Stockholder or any Affiliate of the Stockholder; provided that for the avoidance of doubt, a repurchase of shares of capital stock of the Company by the Company or any subsidiary thereof that has been approved by the Board of Directors or any committee thereof (either in the specific case or pursuant to a share repurchase program) shall not be considered a reclassification of securities or recapitalization of the Company for purposes of this Section 15(b)(iv)(5).

5

16. Counterparts. This Irrevocable Proxy and Power of Attorney may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

17. Definitions.

“Business Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by law or other governmental action to close.

“Family Branch Entity” means the Family Branch Entity identified on the signature page hereto.

“Family Branch Entity Withdrawal Date” means the date that the Family Branch Entity ceases to be a limited partner of Holdco.

“Holdco” means Wolf Pen Branch, LP, a Delaware limited partnership.

“Holdco Dissolution Date” means the date that the dissolution, liquidation or winding up of Holdco has become effective.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, association, trust, business trust, governmental entity, unincorporated organization, estate or other entity.

“Shares” means (a) the shares of capital stock of the Company set forth on the signature page hereto, together with any shares of capital stock of the Company with voting power issued in connection with a stock split, subdivision, reverse stock split, dividend, reclassification, reorganization or other similar transaction in respect of such Shares (the “Derivative Shares”); (b) any shares of capital stock of the Company that hereafter may be owned beneficially and of record by the Stockholder which the Stockholder has elected to be subject to this Irrevocable Proxy and Power of Attorney in accordance with Section 5 hereof, together with any Derivative Shares issued in respect of such Shares; and (c) any and all other shares or securities of the Company issued or issuable in respect thereof.

[Remainder of Page Intentionally Left Blank]

6

IN WITNESS WHEREOF, the undersigned Stockholder has granted this Irrevocable Proxy and Power of Attorney to the undersigned Proxy Holder on the date first written above.

STOCKHOLDER:

Stockholder Name	Shares of Class A Common Stock Subject to Proxy	Family Branch Entity	Notice Address	Name and Title of Authorized Signatory (if entity Stockholder)	Signature of Stockholder or Authorized Signatory
[insert name]	[insert no. of shares]	[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

PROXY HOLDER:

Proxy Holder Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

[Signature Page to Irrevocable Proxy and Power of Attorney]

Exhibit A

IRREVOCABLE PROXY SUBSTITUTION AND AGREEMENT

1. Proxy Substitution. Pursuant to one or more irrevocable proxies and powers of attorney (each, a “Proxy Agreement” and collectively, the “Proxy Agreements”), the undersigned proxy holder (the “Proxy Holder”) was appointed as proxy and power of attorney, with full power of substitution, by each of the stockholders of Brown-Forman Corporation, a Delaware corporation (the “Company”), set forth in the proxy ledger maintained by the Proxy Holder (each, a “Stockholder” and collectively, the “Stockholders”). The Proxy Holder, having been granted by each of the Stockholders the power to appoint a substitute pursuant to the grant of proxy in respect of all of the Shares (as set forth opposite such Stockholders’ names on the proxy ledger maintained by the Proxy Holder), hereby appoints the undersigned Person, as substitute proxy (the “Substitute Proxy”), with full power of re-substitution, and thereby to have all rights of the Proxy Holder (including, without limitation, all rights to grant a proxy with respect to the Shares or provide instructions or directions as to the exercise of voting or consent rights of such Shares) as set forth in each of the Proxy Agreements. The Proxy Holder acknowledges and agrees that, subject to the terms of this Irrevocable Proxy Substitution and Agreement, this substitution shall be irrevocable and agrees that the Proxy Holder shall not, and is not permitted to, take any action as Proxy Holder with respect to any of the Shares pursuant to the Proxy Agreements.

2. Proxy Holder Representations and Warranties. The Proxy Holder represents and warrants to the Substitute Proxy that the execution of this Irrevocable Proxy Substitution and Agreement by the Proxy Holder does not, and the performance by it of its obligations hereunder will not, constitute a violation of, conflict with, or result in a default under the Proxy Holder’s organizational documents, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the Proxy Holder is a party or by which the Proxy Holder is bound, or any judgment, decree, or order applicable to the Proxy Holder.

3. Proxy Holder Covenants. The Proxy Holder hereby covenants and agrees that it shall not take or agree to take any action to amend, modify, replace, terminate, cancel, or otherwise alter any of the Proxy Agreements (or waive any rights thereunder or take any action adverse to the rights of the Substitute Proxy) without the prior written consent of the Substitute Proxy. The Proxy Holder hereby further covenants that it will work with the Substitute Proxy from time to time to update the proxy ledger maintained by the Proxy Holder.

4. Revocation of Proxy Substitution. The appointment of the Substitute Proxy as the substitute proxy holder of the Proxy Holder with respect to any Shares pursuant to this Irrevocable Proxy Substitution and Agreement shall automatically be revoked contemporaneously with the termination of the Proxy Agreement with respect to such Shares in accordance with its terms and, thereafter, this Irrevocable Proxy Substitution and Agreement shall be of no further force and effect with respect to such Shares. On the effective date of the termination of any such Proxy Agreement, the Proxy Holder shall deliver a written notice of the termination of such Proxy Agreement to the Substitute Proxy in the manner provided for the giving of notices in Section 10 (a “Revocation Notice”). Upon any Transfer, the Proxy Holder

1

shall update the proxy ledger maintained by the Proxy Holder to revise or delete, as applicable, the references to the Shares implicated by such Transfer.

5. Termination. This Irrevocable Proxy Substitution and Agreement shall terminate and be of no further force or effect contemporaneously with the termination of the last of the Proxy Agreements to which the Proxy Holder is a party that is then in effect pursuant to its terms (the “Termination Date”); provided, however, that the Substitute Proxy will have the ability at any time to terminate this Irrevocable Proxy Substitution and Agreement with respect to any of the Shares subject to this Irrevocable Proxy Substitution and Agreement by providing written notice to the Proxy Holder.

6. Effect of Termination. Upon the Termination Date, this Irrevocable Proxy Substitution and Agreement shall immediately become void and there shall be no liability or obligation on the part of the Proxy Holder or the Substitute Proxy; provided, however, that no such termination shall relieve a party of liability for breach prior to the Termination Date.

7. Exclusive Jurisdiction. The Substitute Proxy and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy Substitution and Agreement shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware. Each of the Substitute Proxy and the Proxy Holder each consent to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in such court, and each further waives any objection to the laying of venue of any such litigation in such court and agrees not to plead or claim in such court that such litigation brought therein has been brought in an inconvenient forum. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10. Nothing in this Section 7, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.

8. Governing Law. This Irrevocable Proxy Substitution and Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

9. Specific Performance. The Proxy Holder hereby agrees and acknowledges that the Substitute Proxy would be irreparably harmed in the event of a breach by the Proxy Holder of the Proxy Holder’s obligations hereunder, that monetary damages may not be an adequate remedy for such breach and that the Substitute Proxy shall be entitled to specific performance or injunctive relief, without the need to post a bond or other security, in addition to any other remedy that the Substitute Proxy may have at law or in equity, in the event of such breach.

10. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (a) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) on the date of confirmation of receipt (or the first (1^st) Business Day following

2

such receipt if the date of such receipt is not a Business Day) of electronic transmission by facsimile or e-mail, in each case to the intended recipient at the address or facsimile telephone number set forth below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto).

If to the Proxy Holder, at the address set forth on the signature page hereto.

If to the Substitute Proxy, at the address set forth on the signature page hereto.

11. Restricted Transactions.

(a) Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Proxy Holder hereby agrees that neither the Proxy Holder nor any of the Proxy Holder’s Affiliates, and the Substitute Proxy hereby agrees that neither the Substitute Proxy nor any of the Substitute Proxy’s Affiliates, shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent committee of the Board of Directors of the Company. The Company shall be an express third party beneficiary of this Irrevocable Proxy Substitution and Agreement solely for purposes of enforcing the obligations and agreements of the Proxy Holder and the Substitute Proxy set forth in this Section 11.

(b) For purposes of this Section 11:

(i) “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

(ii) The terms “controls,” “controlled by,” or “under common control with” means the possession, direct or indirect, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise).

(iii) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange, NASDAQ or any other nationally recognized securities exchange on which such stock is listed, or, if such stock is not listed on any such exchange, the fair market value on the date in question of a share of such stock as determined by the Board of Directors of the Company in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors of the Company in good faith.

(iv) “Restricted Transaction” means (1) any merger or consolidation of the Company or any subsidiary thereof with (A) the Proxy Holder or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Proxy Holder or (B) the

3

Substitute Proxy or any other Person which is, or after such merger or consolidation would be, an Affiliate of the Substitute Proxy, as applicable; (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, of any assets of the Company or any subsidiary thereof having an aggregate Fair Market Value of $1,000,000 or more; (3) the issuance or transfer by the Company or any subsidiary thereof (in one transaction or a series of related transactions) of any securities of the Company or any subsidiary thereof to (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; (4) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its subsidiaries or any other transaction (whether or not with or into or otherwise involving the Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any subsidiary of the Company which is directly or indirectly owned by (A) the Proxy Holder or any Affiliate of the Proxy Holder or (B) the Substitute Proxy or any Affiliate of the Substitute Proxy, as applicable; provided that for the avoidance of doubt, a repurchase of shares of capital stock of the Company by the Company or any subsidiary thereof that has been approved by the Board of Directors or any committee thereof (either in the specific case or pursuant to a share repurchase program) shall not be considered a reclassification of securities or recapitalization of the Company for purposes of this Section 11(b)(iv)(5).

12. Amendment. No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy Substitution and Agreement will be valid, unless the same shall be in writing and signed by all parties hereto. No waiver by the Proxy Holder or the Substitute Proxy of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to affect in any way any of the rights of the Proxy Holder or the Substitute Proxy, as the case may be, arising hereunder. Notwithstanding the foregoing, Section 11 of this Irrevocable Proxy Substitution and Agreement may not be amended, altered or modified, and no provision of this Irrevocable Proxy Substitution and Agreement inconsistent therewith may be adopted, without the prior written consent of the Company.

13. Counterparts. This Irrevocable Proxy Substitution and Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

14. Definitions. Unless otherwise defined in this Irrevocable Proxy Substitution and Agreement, capitalized terms in this Irrevocable Proxy Substitution and Agreement shall have the same meaning ascribed to them in the Proxy Agreements.

[Remainder of Page Intentionally Left Blank]

4

IN WITNESS WHEREOF, the undersigned Proxy Holder has granted this Irrevocable Proxy Substitution and Agreement to the undersigned Substitute Proxy on the date first written above.

PROXY HOLDER:

Proxy Holder Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

SUBSTITUTE PROXY:

Substitute Proxy Name	Notice Address	Name and Title of Authorized Signatory	Signature of Authorized Signatory
[insert name]	[ADDRESS] Attention: [*] Facsimile No: [*] E-mail: [*]	[insert name] [insert title]

[Signature Page to Irrevocable Proxy Substitution and Agreement]