Exhibit 99-2
CONSENT
BY
PARTIES TO STOCKHOLDERS' AGREEMENT
The undersigned, being all of the parties to a certain Stockholders'
Agreement dated June 17, 1993, (the "Stockholders' Agreement"), hereby consent
on the condition hereinafter set forth to the transfer by Xxxxxx Xxxxx of all of
her shares of Class A Common Stock, par value $.01 per share, and Class B Common
Stock, par value $.01 per share, in Canandaigua Wine Company, Inc. which are
subject to the Stockholders' Agreement to the CWC Partnership-I ("CWCP-I") free
of the restrictions set forth in the Stockholders' Agreement; provided, however,
as a condition of this consent, the assignee of the transfer, namely CWCP-I,
must execute and deliver a written consent to be bound by all of the terms and
conditions of the Stockholders' Agreement as if an original signatory thereto.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Consent this 17th of January, 1995.
/s/Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/Xxxxxx Xxxxx
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Xxxxxx Xxxxx
SIGNATURE PAGE
TO
STOCKHOLDERS' AGREEMENT
By executing and delivering this Signature Page, the undersigned hereby
acknowledges as of the date hereof that it has accepted an assignment by Xxxxxx
Xxxxx of certain shares of Class A Common Stock, par value $.01 per share, and
Class B Common Stock, par value $.01 per share, of Canandaigua Wine Company,
Inc. owned beneficially and of record by her and more particularly identified on
certain Assignments Separate from Stock Certificates executed and delivered by
Xxxxxx Xxxxx contemporaneously herewith and xxxxxx consents to and agrees to be
bound by all of the terms and conditions of a certain Stockholders' Agreement,
dated June 17, 1993, by an among Xxxxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxx,
which document is incorporated herein by reference, relating to the Shares as if
an original Stockholder signatory thereto. The undersigned further acknowledges
that the assignment and transfer of the Shares is consideration in part for the
issuance to Xxxxxx Xxxxx of a general partnership interest in the CWC
Partnership-I.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Signature Page this 17th day of January, 1995.
CWC PARTNERSHIP-I
By: /s/Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Co-Managing Partner
By: /s/Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Co-Managing Partner
