SUPPORT AGREEMENTSupport Agreement • November 16th, 2004 • Mondavi Robert Corp • Beverages • California
This Support Agreement (the “Agreement”), dated as of November 3, 2004, is entered into by and among Constellation Brands, Inc., a Delaware corporation (“Constellation”), and the persons set forth on Schedule I hereto (the “Mondavi Shareholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONSTELLATION BRANDS, INC., RMD ACQUISITION CORP., a wholly-owned direct subsidiary of CONSTELLATION BRANDS, INC., and THE ROBERT MONDAVI CORPORATION November 3, 2004Agreement and Plan of Merger • November 16th, 2004 • Mondavi Robert Corp • Beverages • Delaware
The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaws, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code.
AMENDMENT OF VOTING AGREEMENTOf Voting Agreement • November 16th, 2004 • Mondavi Robert Corp • Beverages
This AMENDMENT OF VOTING AGREEMENT (the “Amended Agreement”) is made and entered into as of November __, 2004, by and among The Robert Mondavi Corporation, a California corporation (the “Company”) and Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger (together, the “Shareholders”).
