Stock Purchase Agreement dated 13 February 2012



 Exhibit 4.17 

 
 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV

 [****] Indicates that certain information contained herein has been 

omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 

EXECUTION COPY 

STOCK PURCHASE AGREEMENT 
 between 
 ANHEUSER-BUSCH INBEV SA/NV 

and 

CONSTELLATION BRANDS, INC. 
 February 13, 2013 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I PURCHASE AND SALE; CLOSING	  	 	2	  
			
	 1.1
	 	Purchase and Sale	  	 	2	  
	 1.2
	 	Closing	  	 	2	  
	 1.3
	 	Purchase Price	  	 	2	  
	 1.4
	 	Adjustment to the Purchase Price	  	 	2	  
	 1.5
	 	Deliveries by Buyer Parties	  	 	5	  
	 1.6
	 	Deliveries by ABI and the Companies	  	 	5	  
	 1.7
	 	Adjustments to Transactions	  	 	6	  
		
	 ARTICLE II REPRESENTATIONS AND WARRANTIES OF ABI
	  	 	6	  
			
	 2.1
	 	Corporate Status	  	 	6	  
	 2.2
	 	Authority Relative to Agreement	  	 	6	  
	 2.3
	 	No Conflicts	  	 	7	  
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES
	  	 	7	  
			
	 3.1
	 	Corporate Status, Etc	  	 	7	  
	 3.2
	 	Capitalization; Ownership of Shares	  	 	8	  
	 3.3
	 	No CCC Company or Servicios Company Subsidiaries	  	 	8	  
	 3.4
	 	Agreements with Respect to CCC Company Securities and Servicios Company Securities	  	 	8	  
	 3.5
	 	Material Contracts	  	 	9	  
	 3.6
	 	No Conflict; Required Filings and Consents	  	 	9	  
	 3.7
	 	Companies Compliance with Laws	  	 	10	  
	 3.8
	 	Financial Information	  	 	10	  
	 3.9
	 	Absence of Certain Changes or Events	  	 	11	  
	 3.10
	 	No Undisclosed Liabilities	  	 	11	  
	 3.11
	 	Absence of Litigation	  	 	11	  
	 3.12
	 	Brokers	  	 	11	  
	 3.13
	 	Affiliate Transactions	  	 	11	  
	 3.14
	 	Taxes	  	 	11	  
	 3.15
	 	Plant Property	  	 	12	  
	 3.16
	 	Inventory	  	 	14	  
	 3.17
	 	CCC Company Employment Matters	  	 	14	  
	 3.18
	 	Employee Benefit Plans	  	 	14	  
	 3.19
	 	Labor Relations Matters	  	 	15	  
	 3.20
	 	Employment Agreements and Compensation	  	 	16	  
	 3.21
	 	Sole Business	  	 	16	  
	 3.22
	 	Environmental Compliance	  	 	16	  
	 3.23
	 	Insurance	  	 	17	  
	 3.24
	 	Government Commitments	  	 	17	  
	 3.25
	 	Sufficiency	  	 	17	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 3.26
	 	Future Expansion	  	 	17	  
	 3.27
	 	No Other Representations or Warranties	  	 	17	  
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CBI
	  	 	18	  
			
	 4.1
	 	Organization and Qualification; Subsidiaries	  	 	18	  
	 4.2
	 	CBI Organizational Documents	  	 	18	  
	 4.3
	 	Authority Relative to Agreement	  	 	18	  
	 4.4
	 	No Conflict; Required Filings; Consents	  	 	19	  
	 4.5
	 	No Additional Consents Required	  	 	19	  
	 4.6
	 	Absence of Litigation	  	 	19	  
	 4.7
	 	Brokers	  	 	19	  
	 4.8
	 	Available Funds	  	 	19	  
	 4.9
	 	Investment Intent	  	 	20	  
	 4.10
	 	No reliance	  	 	20	  
		
	 ARTICLE V COVENANTS
	  	 	21	  
			
	 5.1
	 	Conduct of Business Prior to Closing/Inventory at Closing	  	 	21	  
	 5.2
	 	Antitrust Approval	  	 	21	  
	 5.3
	 	Other Regulatory Matters	  	 	22	  
	 5.4
	 	Notification of Certain Matters	  	 	23	  
	 5.5
	 	Access to Information	  	 	23	  
	 5.6
	 	Publicity	  	 	24	  
	 5.7
	 	ABI Right of First Offer	  	 	25	  
	 5.8
	 	CBI Right of First Offer	  	 	25	  
	 5.9
	 	Confidentiality	  	 	26	  
	 5.10
	 	Fulfillment of Conditions	  	 	26	  
	 5.11
	 	Post-Closing Cooperation	  	 	26	  
	 5.12
	 	Tax Matters	  	 	27	  
	 5.13
	 	Termination of Intercompany Agreements	  	 	31	  
	 5.14
	 	Further Assurances/ Reverse Transition Services	  	 	31	  
	 5.15
	 	Wrong Pocket Assets and Liabilities	  	 	31	  
	 5.16
	 	Non-Solicitation of Employees	  	 	32	  
		
	ARTICLE VI CONDITIONS TO CLOSING	  	 	32	  
			
	 6.1
	 	Conditions to the Obligations of CBI and ABI	  	 	32	  
		
	 ARTICLE VII INDEMNITY
	  	 	33	  
			
	 7.1
	 	Survival; Effect of Materiality Qualifiers	  	 	33	  
	 7.2
	 	Indemnification of CBI by ABI	  	 	33	  
	 7.3
	 	Indemnification of ABI by CBI	  	 	34	  
	 7.4
	 	Procedures Relating to Indemnification	  	 	34	  


  
 - ii -









 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
		
	 7.5 Limitations on Indemnification
	  	 	36	  
	 7.6 Exclusive Remedy
	  	 	36	  
	 7.7 Additional Indemnification Provisions
	  	 	36	  
		
	 ARTICLE VIII TERMINATION
	  	 	37	  
		
	 8.1 Termination
	  	 	37	  
	 8.2 Effect of Termination
	  	 	37	  
		
	 ARTICLE IX DEFINITIONS
	  	 	38	  
		
	 9.1 Definition of Certain Terms
	  	 	38	  
	 9.2 Certain Interpretive Matters
	  	 	50	  
		
	 ARTICLE X GENERAL PROVISIONS
	  	 	51	  
		
	 10.1 Expenses
	  	 	51	  
	 10.2 Further Actions
	  	 	51	  
	 10.3 Notices
	  	 	51	  
	 10.4 Binding Effect
	  	 	52	  
	 10.5 Disclosure Letters
	  	 	52	  
	 10.6 Assignment; Successors; Third-Party Beneficiaries
	  	 	53	  
	 10.7 Amendment; Waivers, Etc.
	  	 	53	  
	 10.8 Entire Agreement
	  	 	53	  
	 10.9 Severability
	  	 	53	  
	 10.10 Headings
	  	 	53	  
	 10.11 Counterparts
	  	 	53	  
	 10.12 Governing Law
	  	 	53	  
	 10.13 Consent to Jurisdiction/Venue
	  	 	54	  
	 10.14 Specific Performance
	  	 	54	  
		
	 EXHIBITS:
	  			
		
	 EXHIBIT A FORM OF LICENSE AGREEMENT
	  	 	A-1	  
	 EXHIBIT B FORM OF TRANSITION SERVICES AGREEMENT
	  	 	B-1	  
	 EXHIBIT C EXAMPLE OF EBITDA CALCULATION
	  	 	C-1	  
		
	 SCHEDULES:
	  			
		
	 SCHEDULE 1 ABI DISCLOSURE LETTER
	  	 	1-1	  
	 SCHEDULE 1.3 PURCHASE PRICE ALLOCATION
	  	 	1.3-1	  
	 SCHEDULE 1.4 PURCHASE PRICE ADJUSTMENT ALLOCATION
	  	 	1.4-1	  


  
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 THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into
as of February 13, 2013, between Anheuser-Busch InBev SA/NV, a public company organized under the laws of Belgium (“ABI”) and Constellation Brands, Inc., a Delaware corporation (“CBI”). 

R E C I T A L S: 

WHEREAS, on June 28, 2012, ABI, and certain of its affiliated entities, Grupo Modelo, S.A.B. de C.V., a sociedad anónima
bursátil de capital variable organized under the laws of Mexico (“Grupo Modelo”), Diblo S.A. de C.V., a Mexican sociedad anónima de capital variable (“Diblo”), and Dirección de
Fabricas, S.A. de C.V., a Mexican sociedad anónima de capital variable partially owned but not controlled by Diblo (“Dijon”), as applicable, entered into certain transaction agreements pursuant to which (i) Diblo
will be merged with and into Grupo Modelo, and simultaneously therewith or subsequently thereafter, Dijon will be merged with and into Grupo Modelo, with Grupo Modelo continuing as the surviving company of these mergers and (ii) a Subsidiary of
ABI will commence a public tender offer in Mexico to purchase all the outstanding shares of capital stock of Grupo Modelo not owned directly or indirectly by ABI, in each case on the terms and subject to the conditions set forth therein
(collectively, the “GM Transaction”); 
 WHEREAS, GModelo Corporation, a Delaware corporation and a Subsidiary
of Grupo Modelo (“GMC”), holds 50 percent (the “Importer Interest”) of the limited liability company membership interests of Crown Imports LLC, a Delaware limited liability company (“Importer”),
and, in connection with and contingent on the closing of the GM Transaction, ABI desires to cause GMC to sell the Importer Interest to Constellation Beers Ltd. a Maryland corporation, and Constellation Brands Beach Holdings, Inc., a Delaware
corporation, pursuant to the terms and conditions in the Amended and Restated Membership Interest Purchase Agreement, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., CBI, and ABI, dated June 28, 2012 and as amended
and restated as of the date hereof (such agreement, the “MIPA” and such sale, the “MIPA Transaction”); 
 WHEREAS, as of the date hereof, Grupo Modelo and Diblo collectively own (i) all of the issued and outstanding shares of capital stock (no par value) (the “CCC Company Shares”)
of Compañia Cervecera de Coahuila, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (the “CCC Company”) and (ii) all of the issued and outstanding shares of capital
stock (no par value) (the “Servicios Company Shares” and, together with the CCC Company Shares, the “Shares”) of Servicios Modelo de Coahuila, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of Mexico (the “Servicios Company” and, together with the CCC Company, the “Companies” and each a “Company”), and, after the merger of Diblo into Grupo Modelo, Grupo Modelo
and another direct or indirect Subsidiary of Grupo Modelo will collectively own all of the issued and outstanding Shares, and in connection with and contingent on the consummation of the GM Transaction and the MIPA Transaction, ABI desires to cause
Grupo Modelo to sell, or cause to be sold, the Shares to the Buyer Parties, as designated by CBI, and to grant to Constellation Beers the rights described under the License Agreement, immediately following the consummation of the MIPA Transaction,
all upon the terms and conditions set forth in this Agreement; and 

  
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 NOW, THEREFORE, in consideration of the premises and of the representations, warranties,
covenants and agreements set forth in this Agreement, and subject to and on the terms and conditions set forth in this Agreement, the parties hereto agree as follows: 
 ARTICLE I 
 PURCHASE AND SALE; CLOSING 

1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, ABI agrees (a) to cause
Grupo Modelo to sell and transfer, or cause to be sold and transferred, one of each of the CCC Company Shares and the Servicios Company Shares to one of the other Buyer Parties, as designated by CBI, and the remainder of the CCC Company Shares and
the Servicios Company Shares to one of the other Buyer Parties, as designated by CBI, and CBI agrees to cause such Buyer Parties to purchase the Shares, directly or indirectly, from Grupo Modelo, free and clear of any Liens other than Share
Permitted Liens and (b) to cause Marcas Modelo to grant to Constellation Beers the rights described in the License Agreement (collectively, the “Purchase”).  

1.2 Closing. Unless this Agreement shall have terminated and the transactions herein contemplated shall have been abandoned in
accordance with the terms and provisions of Article VIII and except as agreed to in writing by ABI and CBI, the closing of the Purchase (the “Closing”) shall take place on the date on which the MIPA Transaction Closing takes
place and immediately following consummation of the MIPA Transaction (the “Closing Date”). The Closing shall take place at the offices of ABI’s counsel, Sullivan & Cromwell LLP, 125 Broad Street, New York,
New York, at 10:00 a.m., New York City time on the Closing Date. 
 1.3 Purchase Price. Upon the terms and subject
to the conditions of this Agreement, including, without limitation, the Purchase Price Adjustment described in Section 1.4 of this Agreement, at the Closing, CBI shall pay or cause to be paid to the parties set forth in Schedule 1.3 of this
Agreement Two Billion Nine Hundred Million Dollars ($2,900,000,000) for the Shares and the rights described in the License Agreement (the “Purchase Price”), in cash, by wire transfer of immediately available funds. 

1.4 Adjustment to the Purchase Price. (a) Promptly following the Closing, ABI and CBI shall engage Ernst & Young
LLP, or if such firm is not willing to act in such capacity, such other internationally recognized accounting firm reasonably acceptable to ABI and CBI (the “Initial EBITDA Accountant”) to prepare a statement (the “Initial
Statement”) calculating and setting forth EBITDA (the amount calculated and set forth on such Initial Statement, the “Initial EBITDA Amount”), which statement shall include a worksheet setting forth in reasonable detail how
such amount was calculated. The Initial EBITDA Accountant shall prepare the Initial Statement as described herein and utilizing the definitions set forth herein. The Initial Statement shall be completed and delivered to ABI and CBI by the Initial
EBITDA Accountant within ninety (90) days after the Closing Date. In connection with the foregoing, ABI and CBI shall each cooperate with the Initial EBITDA Accountant and provide all relevant books and records and other information in the
possession or control of such party relating to determining the Initial EBITDA Amount as the Initial EBITDA Accountant may reasonably request. If the Initial EBITDA Accountant determines in the Initial Statement that Initial EBITDA Amount is less
than $310 million, ABI shall cause a payment equal to 9.3 times the absolute value of the difference between $310 million and the Initial EBITDA Amount, to be made to CBI within 30 days of the delivery of the Initial Statement by the Initial EBITDA
Accountant (such amount, the “Preliminary Adjustment Amount”). 

  
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 (b) During the 90 days immediately following ABI’s and CBI’s receipt of the
Initial Statement (the “Adjustment Review Period”), ABI and CBI and their representatives shall be permitted to review all working papers and working papers of such parties and their independent accountants, as well as those of the
Initial EBITDA Accountant, relating to the preparation of the Initial Statement and the calculation of the Initial EBITDA Amount, and each party and the Initial EBITDA Accountant shall make reasonably available to the other the individuals
responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement and the Initial EBITDA Amount; provided, however, that the independent accountants shall not be obligated to
make any working papers available unless and until the other requesting party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such
independent accountants. 
 (c) Each party shall, following the Closing through the date that the Final Statement becomes such
in accordance with the last sentence of Section 1.4(f), take all actions reasonably necessary to maintain and preserve all necessary accounting books and records, policies and procedures on which the Initial Statement is based so as not to
impede or delay the determination of the Initial EBITDA Amount or the Final EBITDA Amount or the Final Statement in the manner and utilizing the methods permitted by this Agreement. 

(d) Each party shall notify the other in writing (each, a “Notice of Disagreement”) prior to the expiration of the
Adjustment Review Period if such party disagrees with the Initial Statement or the Initial EBITDA Amount. Each Notice of Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and such party’s
determination of the Initial EBITDA Amount with reasonably detailed supporting documentation. If no Notice of Disagreement is received on or prior to the expiration date of the Adjustment Review Period, then the Initial Statement and the Initial
EBITDA Amount set forth in the Initial Statement shall be deemed to have been accepted by both parties and shall become final and binding upon CBI and ABI in accordance with the last sentence of Section 1.4(f). 

(e) If any Notice of Disagreement is received during the Adjustment Review Period, during the 30 days immediately following the
Adjustment Review Period (the “Adjustment Consultation Period”), CBI and ABI shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in either party’s Notice of
Disagreement. 
 (f) If, at the end of the Adjustment Consultation Period, CBI and ABI have been unable to resolve all
disagreements that they may have with respect to the matters specified in the Notice of Disagreement, then CBI and ABI shall submit all matters that remain in dispute with respect to the Notice of Disagreement(s) (along with a copy of the Initial
Statement marked to indicate those line items that are in dispute) to Deloitte Touche Tohmatsu Limited (the “Independent Accountant”) within 30 days. In the event that Deloitte Touche Tohmatsu Limited is not willing to act as the
Independent Accountant, CBI and ABI shall cooperate in good faith to 

  
 - 3 -









 
appoint another internationally recognized accounting firm reasonably acceptable to ABI and CBI in which event “Independent Accountant” shall mean such firm. If within ten
(10) days of referral of such disagreements to Deloitte Touche Tohmatsu Limited, Deloitte Touche Tohmatsu Limited declines to accept its appointment as Independent Accountant, or if ABI and CBI are unable to agree on the selection of an
independent internationally recognized accounting firm that will agree to act as Independent Accountant within ten (10) days, then either ABI or CBI may request the American Arbitration Association to appoint such a firm, and such appointment
shall be conclusive and binding on all of the parties hereto. Within 120 days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an
arbitrator, will make a final determination, binding on CBI and ABI, on the basis of the definition of EBITDA and in accordance with this Section 1.4(f), of the appropriate amount of each of the line items in the Initial Statement as to which
CBI and ABI disagree as specified in the Notice of Disagreement(s) and a determination of EBITDA based thereon and on line items in the Initial Statement not disputed by the parties. With respect to each disputed line item, such determination, if
not in accordance with the position of either CBI and ABI, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by CBI or ABI in the Notice of Disagreements. For the avoidance of doubt, the Independent Accountant
shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Disagreements that remain in dispute (unless an adverse determination as to one line item would have a positive financial
impact to the other party as a result of a corresponding change in a separate line item). The determination of EBITDA that is final and binding on CBI and ABI, as determined either through agreement of CBI and ABI (deemed or otherwise) pursuant to
Section 1.4(b), (d), (e) and this Section 1.4(f) or through the determination of the Independent Accountant pursuant to this Section 1.4(f), are referred to herein as the “Final Statement” and the “Final
EBITDA Amount”, respectively; provided, however, that if the Final EBITDA Amount exceeds $370 million, the Final EBITDA Amount used for purposes of Section 1.4(h) below shall be $370 million. 

(g) The cost of the Independent Accountant’s review and determination shall be entirely borne by that party whose submission to the
Independent Accountant is furthest from the determination of the Final EBITDA Amount (with any ABI submission over $370 million deemed to be a submission of $370 million solely for this purpose). For example, if CBI submits that the Final EBITDA
Amount is $365 million and ABI submits that the Final EBITDA Amount is $400 million, but the Independent Accountant determines that the Final EBITDA Amount is $370 million, CBI shall bear 100% of the fees and expenses of the Independent Accountant.
During the review by the Independent Accountant, CBI and ABI shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant
to fulfill its obligations under Section 1.4(f); provided, however, that the independent accountants of CBI and ABI shall not be obligated to make any working papers available to the Independent Accountant unless and until the
Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. 

  
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 (h) The amount equal to the product of (A) (i) the Final EBITDA Amount
minus (ii) Target EBITDA Amount and (B) nine and three-tenths (9.3) is hereinafter referred to as the “Purchase Price Adjustment”. 
 If the sum of the Purchase Price Adjustment and the Preliminary Adjustment Amount, if any, is a negative number, ABI shall cause payment of the absolute value of such amount by wire transfer of
immediately available funds to a bank account designated in writing by CBI (such designation to be made at least three (3) days prior to the date such payment is due). If the sum of the Purchase Price Adjustment and the Preliminary Adjustment
Amount, if any, is a positive number, CBI shall cause payment of such amount by wire transfer of immediately available funds to a bank account designated in writing by ABI (such designation to be made at least three (3) days prior to the date
such payment is due). Any payment to be made pursuant to the prior two sentences shall be made within thirty (30) days after the Final EBITDA Amount has been determined; provided, however, that notwithstanding the foregoing, CBI shall not be
required to make any payment in excess of the value of the Preliminary Adjustment Amount until the first anniversary of the Closing. Any amounts due and not paid within period required hereunder shall accrue interest at an annual rate equal to the
rate of interest from time to time announced by the Bank of America as its prime rate, plus four percent (4%), calculated on the basis of the actual number of days elapsed from the end of such period to the date of payment. 

1.5 Deliveries by Buyer Parties. At the Closing, CBI shall deliver or cause to be delivered to ABI the following: 

(a) The Purchase Price by wire transfer of immediately available funds to an account or the accounts designated by ABI and beneficially
owned by the applicable Persons described on Schedule 1.3; and 
 (b) Duly executed counterparts to the Ancillary Agreements.

 1.6 Deliveries by ABI and the Companies. At the Closing, ABI shall deliver or cause to be delivered the following:

 (a) The stock certificates representing the Shares, duly endorsed in property by each Company’s shareholders to the
Buyer Parties to be designated by CBI not less than two Business Days prior to the Closing Date, in form and substance acceptable to CBI; 
 (b) A copy of each Company’s stock register entry, certified by each Company’s Secretary, in form and substance acceptable to CBI, evidencing the sale of the Shares to the Buyer Parties to be
designated by CBI; 
 (c) A copy of the documents evidencing the authority of the representative of each of the Companies’
shareholders to endorse the stock certificates representing the Shares to the Buyer Parties to be designated by CBI, in form and substance acceptable to CBI; 
 (d) The corporate seal and minute books of each of the Companies; and 
 (e) Duly
executed counterparts to the Ancillary Agreements. 

  
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 1.7 Adjustments to Transactions. The parties hereto acknowledge that it may become
necessary or advisable after the date of this Agreement to adjust or modify the structure of the various transactions described in this Agreement and, subject to Section 5.2, agree to cooperate in good faith in order to preserve the economic
benefits reasonably expected to be achieved by each of the parties hereto and to consider and, to the extent mutually agreed, effectuate the adjustments or modifications reasonably requested by any other party by amending the terms of this Agreement
or the Ancillary Agreements; provided that, subject to Section 5.2, no such adjustment or modification shall, in any material respect, adversely affect the rights and obligations of any party or any of its Affiliates under this Agreement
or disadvantage any party or any of its Affiliates (including, for the avoidance of doubt, any disadvantage which may result from adverse Tax consequences), or reasonably be expected to prevent or materially delay the consummation of the
transactions contemplated by this Agreement; provided, further, that, subject to Section 5.2, ABI shall have the right to amend any term or provision of this Agreement or any other Ancillary Agreement with the consent of CBI,
which consent shall not be unreasonably withheld or delayed (it being agreed and understood that: (a) it would be unreasonable for CBI to withhold, delay or condition its consent if any such amendment is beneficial, or not adverse in any
respect, to the rights and obligations of CBI hereunder or thereunder; (b) if the economics of this Agreement or any of the other Ancillary Agreement, as applicable, are modified or supplemented to the benefit of CBI, such changes to this
Agreement or such other Ancillary Agreement shall be considered as beneficial, and not adverse, to the rights and obligations of CBI, hereunder or under such other Ancillary Agreement; and (c) it would be reasonable for CBI to withhold, delay
or condition its consent if any such amendment would be materially adverse to the lenders and other Persons providing the Financing). For the avoidance of doubt, if there is any conflict between the terms of this Section 1.7 and the terms of
Section 5.2, the terms of Section 5.2 shall govern. 
 ARTICLE II 

REPRESENTATIONS AND WARRANTIES 
 OF ABI 
 Except as set forth in the ABI Disclosure Letter, ABI represents and
warrants as of the date hereof and as of the Closing (or if specified as of a different date, on such date), as follows: 
 2.1
Corporate Status. ABI is a legal entity duly organized or formed, validly existing and in good standing, under the laws of its jurisdiction of organization. 
 2.2 Authority Relative to Agreement. ABI has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, at the Closing, to
consummate the other transactions contemplated hereby, including, but not limited to, causing the Companies’ shareholders to sell the Shares to the Buyer Parties to be designated by CBI. The execution and delivery of this Agreement by ABI and
the consummation by ABI of the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of ABI are necessary to authorize the execution and
delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ABI and, assuming the due authorization, execution and delivery by CBI, this Agreement
constitutes a legal, valid and binding obligation of ABI, enforceable against it in 

  
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accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditor’s rights, and to general equitable principles). As of the Closing, the transfer of the Shares, directly or indirectly, by Grupo Modelo to the Buyer Parties, as designated by CBI, shall have been duly and
validly authorized by all necessary corporate action, and no other corporate proceeding on the part of ABI shall be necessary to authorize the consummation of such transfer. 
 2.3 No Conflicts. The execution and delivery of this Agreement by ABI, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, will not
(a) result in any violation of the Organizational Documents of ABI or (b) subject to receipt of the ABI Required Approvals, conflict with or violate any Law or Governmental Order applicable to ABI. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES 
 Except as set forth in the ABI Disclosure Letter, ABI represents and warrants to the Buyer Parties as of the date hereof and as of the Closing Date (or if specified as of a different date, on such date),
as follows: 
 3.1 Corporate Status, Etc . 
 (a) Organization and Qualification. Each Company is a corporation or other legal entity duly organized or formed, and validly existing under the Laws of its jurisdiction of organization or
formation. Each Company has the requisite corporate, partnership, limited liability company or similar power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now
being conducted, except where the failure to have such power, authority and governmental approvals (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and
(ii) would not reasonably be expected to prevent or materially delay consummation of the transactions contemplated hereby. Each Company is duly qualified or licensed as a foreign corporation or other legal entity to do business, and is in good
standing (to the extent applicable), in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so
qualified or licensed or in good standing as (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to prevent or
materially delay the ability of ABI to consummate the transactions contemplated hereby. 
 (b) Organizational Documents.
ABI has made available to CBI complete and correct copies of the Organizational Documents of each Company, each as in effect or adopted on the date hereof. The Organizational Documents of each Company are in full force and effect. Each Company is
not in violation of any provision of its Organizational Documents, except as (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be
expected to prevent or materially delay the ability of ABI to consummate of the transactions contemplated hereby. 

  
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 3.2 Capitalization; Ownership of Shares; Foreign Investment. 

(a) As of the date hereof, the authorized capital stock of the CCC Company consists of (i) 10,000 shares of Fixed Capital Series
“A” capital stock, no par value, and (ii) 3,622,050,000 shares of Variable Capital Series “B” capital stock, no par value, of which 3,622,060,000 shares, which constitute the CCC Company Shares, are issued and outstanding.
The CCC Company Shares constitute the only issued and outstanding shares of capital stock of the CCC Company, have been duly authorized and are validly issued, fully paid and non-assessable, and not subject to preemptive rights. Except as set forth
above, there are no issued and outstanding securities, rights or obligations which are convertible into, exchangeable for, or exercisable to acquire any capital stock or other equity securities of the CCC Company. At Closing, foreign investment will
exceed 49% of the capital of each Company, and thus no authorization from the Mexican National Commission on Foreign Investment is necessary for the sale of the Shares as set forth in this Agreement. 

(b) As of the date hereof, the authorized capital stock of the Servicios Company consists of (i) 50,000 shares of Fixed Capital
Series “A” capital stock, no par value, and (ii) 4,100,000 shares of Variable Capital Series “B” capital stock, no par value, of which 4,150,000 shares, which constitute the Servicios Company Shares, are issued and
outstanding. The Servicios Company Shares constitute the only issued and outstanding shares of capital stock of the Servicios Company, have been duly authorized and are validly issued, fully paid and non-assessable, and not subject to preemptive
rights. Except as set forth above, there are no issued and outstanding securities, rights or obligations which are convertible into, exchangeable for, or exercisable to acquire any capital stock or other equity securities of the Servicios Company.

 (c) The sale and delivery of the Shares as contemplated by this Agreement are not subject to any preemptive right, right of
first refusal or other right or restriction. Grupo Modelo and/or one of its direct or indirect Subsidiaries has good and valid title to, all of the Shares, free and clear of any Liens (other than Share Permitted Liens). No party other than Grupo
Modelo and/or one of its direct or indirect Subsidiaries has any record or beneficial interest in the Shares. Except as provided under this Agreement, no Person has any right (whether by Law, preemptive or contractual) to purchase or acquire the
Shares or any portion thereof or any securities of the CCC Company or the Servicios Company. 
 3.3 No CCC Company or
Servicios Company Subsidiaries. Neither Company has any Subsidiaries, and neither Company owns any shares of capital stock of, or any equity interest of any nature in, any other Person. Neither Company has agreed nor is obligated to make, and
neither Company is bound by, any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. 
 3.4 Agreements with Respect to CCC Company Securities and Servicios Company Securities. There are no, and neither Company is bound by or subject to any, (a) preemptive or other outstanding
rights, subscriptions, options, warrants, conversion, put, call, exchange or other rights, agreements, commitments, arrangements or understandings of any kind pursuant to which such Company, contingently or otherwise, is or may become obligated to
offer, issue, sell, purchase, return or redeem, or cause to be offered, issued, sold, purchased, returned or redeemed, any securities of the CCC Company Securities or the Servicios Company 

  
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Securities, as applicable; (b) stockholder agreements, voting trusts, proxies or other agreements or understandings to which a Company is a party or to which a Company is bound relating to
the holding, voting, sale, purchase, redemption or other acquisition of CCC Company Securities or the Servicios Company Securities, as applicable; or (c) agreements, commitments, arrangements, understandings or other obligations to declare,
make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any CCC Company Securities or Servicios Company Securities, as applicable. Except for this Agreement, neither Company is, nor is obligated to become, a
party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of the CCC Company Securities or the Servicios Company Securities, as applicable. 

3.5 Material Contracts. ABI has made available to CBI true, correct and complete copies of all Material Contracts, together with
any amendments, supplements or modifications to such Material Contracts. All Material Contracts are identified in Section 3.5 of the ABI Disclosure Letter. Each Material Contract is in full force and effect and is a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms. There are no defaults or violations, or written claims of defaults or violations, by the Company under any Material Contract or, to ABI’s Knowledge, any other party
thereunder. No Material Contract is so unusual or burdensome as in the foreseeable future would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect after the Closing Date. 

3.6 No Conflict; Required Filings and Consents. (a) The consummation of the transactions contemplated by this Agreement by
ABI will not, (i) conflict with or violate the Organizational Documents of each Company, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 3.6(b) and the ABI Required Approvals have been received
and any required waiting periods relating to the foregoing have expired, and any condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to the Companies or by which any
property or asset of a Company is bound or affected, or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or
cancellation of any Material Contract or material Permit to which a Company is a party, or result in the creation of a Lien, upon any of the properties or assets of a Company, other than, in the case of clauses (ii) and (iii), any such
violations, conflicts, breaches, defaults, rights or Liens that (1) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (2) would not reasonably be expected to
prevent or materially delay ABI’s ability to consummate the transactions contemplated hereby. 
 (b) The consummation of
the transactions contemplated by the Agreement by ABI will not, require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, other than (i) the approvals set forth in
Section 3.6(b) of the ABI Disclosure Letter (the “ABI Required Approvals”), (ii) any applicable Antitrust Laws, (iii) any applicable Laws related to alcoholic beverages, and (iv) where the failure to obtain such
consents, approvals, authorizations, waivers or permits, or to make such filings or notifications, (1) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and
(2) would not reasonably be expected to prevent or materially delay the ability of ABI to consummate the transactions contemplated hereby. 

  
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 3.7 Companies Compliance with Laws. 

(a) Neither Company is in conflict with, or in default or violation of, any applicable Laws, except for any such conflicts, defaults or
violations that (i) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially delay the ability of ABI
to consummate the transactions contemplated hereby. Neither Company has received, at any time since December 31, 2011, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any
actual, alleged, possible, or potential violation of, or failure to comply with, any Laws in any material respect, which failure remains uncured. 
 (b) Since December 31, 2011, neither Company has nor, to ABI’s Knowledge, has any Person acting on behalf of a Company, directly or indirectly, made, offered or authorized any unlawful or
improper payment of money or anything else of value to any government official, any government political party or official thereof, or any candidate for government political office, for the purpose of: 

(i) influencing any act or decision of such government official in their official capacity, in order to assist in
obtaining or retaining business, or directing business to any third party; 
 (ii) securing an improper
advantage, including securing any license, permit, permission or avoiding or minimizing any Tax, levy, fine or penalty; or 
 (iii) inducing such government official or other Person to use their influence to affect or influence any act or decision of a Governmental Authority in order to assist the Company or any Person in
obtaining or retaining business, or directing business to any third party. 
 For purposes of this provision, the term
“government official” means any officer or employee of any Governmental Authority or any Person acting in an official capacity for or on behalf of any such Governmental Authority or any employee of any state owned or state controlled
enterprise, or party to whom a payment is made. To the extent any payment has been made in Mexico, the unlawfulness or improperness of such payment shall be determined exclusively in regards to Mexican Law as in effect when the payment was made.

 3.8 Financial Information. Section 3.8 of the ABI Disclosure Letter sets forth the unaudited balance sheet of
each Company for the twelve month period ending as of December 31, 2012 and such Company’s results of operations for the period then ended (collectively, the “Financial Information”). The Financial Information has been
prepared from, and is consistent with, the books and records of the Company, and has been prepared in accordance with IFRS. The Financial Information fairly presents in all material respects the financial position and the results of operations of
each Company as of the times and for the periods referred to therein, subject only to ordinary non material audit adjustments consistent with prior years. EBITDA is equal to or greater than Three Hundred Ten Million Dollars ($310,000,000).


  
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 3.9 Absence of Certain Changes or Events. Since December 31, 2012, (i) the
business of the Company has been conducted in the ordinary course of business consistent with past practice and (ii) there has not been any event, development or state of circumstances that has had or would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect. 
 3.10 No Undisclosed Liabilities. Since
December 31, 2012, except for liabilities (whether or not accrued, contingent or otherwise) that (i) were incurred in the ordinary course of business consistent with past practice; (ii) are included in the Financial Information; or
(iii) are set forth in Section 3.10 of the ABI Disclosure Letter, there are no liabilities of either Company, whether or not accrued, contingent or otherwise; provided, however, that as of the Closing in no event shall there be any
liabilities of the Company for indebtedness for borrowed money. 
 3.11 Absence of Litigation. There is no claim, action,
proceeding or investigation, pending or threatened against a Company, or any of its properties or assets, at law or in equity, and there are no Governmental Orders, before any arbitrator or Governmental Authority, in each case that (a) has had
or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (b) alleges a material violation of a criminal Law, in the case of clause (b), as of the date hereof. As of the date hereof, there
is no claim, action, proceeding or, to the Knowledge of ABI or each Company, investigation, pending or, to the Knowledge of ABI or each Company, threatened against a Company, or any the Companies’ respective properties or assets, at law or in
equity, and there are no Governmental Orders, before any arbitrator or Governmental Authority, in each case as would prevent or materially delay the ability of ABI to consummate the transactions contemplated hereby. 

3.12 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Companies from CBI or its Affiliates. 
 3.13 Affiliate Transactions. Except for agreements, arrangements or other legally binding understandings that may be terminated by a Company without penalty or premium, as of the date hereof,
neither Company is a party to any agreement, arrangement or other legally binding understanding (whether oral or written) (including any purchase, sale, lease, investment, loan, service or management agreement) with any director or executive officer
of such Company that is reasonably likely to result in a future payment to or from such Company. 
 3.14 Taxes. Except as
have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: 

(a) All material Tax Returns required by applicable Law to be filed with any Taxing Authority by, or on behalf of, a Company have been
duly filed when due (including extensions) and such Tax Returns are true and complete in all material respects; 

  
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 (b) Each Company has duly and timely paid or has duly and timely withheld and remitted to
the appropriate Taxing Authority all material Taxes due and payable or required by applicable Law to be withheld and remitted or, where payment is being contested in good faith pursuant to appropriate procedures, has established an adequate reserve
in accordance with either IFRS or GAAP as appropriate; 
 (c) There are no material Liens for Taxes upon any property or assets
of a Company except for Permitted Liens; and 
 (d) There are no audit proceedings pending with respect to a Company in respect
of any material Tax; 
 This Section 3.14 contains the sole and exclusive representations and warranties regarding Tax matters, liabilities
or obligations or compliance with Laws relating thereto. 
 3.15 Plant Property . (a) Title. Except for Permitted
Liens and except as would not have or reasonably be expected to have more than a de minimis adverse effect on the CCC Company: (i) the CCC Company has good and marketable title to the Plant Property free from any Liens, (ii) the CCC
Company has all rights, privileges and easements appurtenant to such Plant Property, (iii) the Plant Property is not subject to any rights of any other Person and (iv) the Plant Property has free and unimpeded vehicular and pedestrian
access to a dedicated public way via a dedicated public way or Appurtenant Easements (defined below). 
 (b) Permits.
Section 3.15(b)(i) of the ABI Disclosure Letter contains a complete list of all material Permits, under which the CCC Company is operating the Piedras Negras Plant or the Plant Property is bound, which list of Permits also represents all such
material governmental or regulatory licenses, memberships, approvals, variances, permits, consents, orders, decrees, notifications and other compliance requirements that are necessary for the operation of the Plant Property as conducted as of the
date of this Agreement and as will be conducted on the Closing Date and, to the Knowledge of ABI, as necessary to implement and effect the Future Expansion. Each Permit the CCC Company has obtained as of the date of this Agreement is valid and
existing under all applicable Laws and is in full force and effect, and in final, non-appealable form. The CCC Company is not in breach of or default under, nor has any event occurred that (immediately or upon the giving of notice or the passage of
time or both) would constitute a default by the CCC Company under, any of such Permits. The CCC Company has not violated or failed to hold any valid and effective material Permits required by applicable Law with respect to the Plant Property. No
proceeding is pending or, the Knowledge of ABI, threatened, to revoke, modify or materially limit any Permit. The Plant Property is free from any use or occupancy restrictions, except those imposed by applicable subdivision and zoning laws,
ordinances and regulations which permit the current use of the Plant Property, and from all special taxes or assessments. 

(c) Plant Property Compliance with Laws. From the period beginning on December 31, 2011, the Plant Property and the CCC
Company’s use and operation thereof complies in all material respects with all (i) Laws applicable to the Plant Property, including, without limitation, applicable building, health, fire, safety, subdivision, zoning and other similar
regulatory Laws, and (ii) insurance requirements applicable to any Piedras Negras Plant. To the 

  
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Knowledge of ABI, the CCC Company has not received, nor is there, any notice of any non-compliance with any Laws regarding the Plant Property that have not been resolved. The present use and
operation of the Plant Property, and to the Knowledge of ABI, the Future Expansion, does not constitute a non-conforming use and is not subject to a variance. 
 (d) Eminent Domain. Neither the whole nor any portion of the Plant Property is subject to any Governmental Order to be sold nor, to ABI’s Knowledge, is being condemned, expropriated or
otherwise taken by any Governmental Authority with or without payment of compensation therefore nor has any such condemnation, expropriation or taking been proposed. To ABI’s Knowledge, and as of the date hereof, there are no zoning or other
land-use regulation proceedings, or any change in any applicable Laws, which could affect the use, operation or value of the Plant Property affected thereby in any material respect, and the CCC Company has not received written notice of any special
assessment proceedings affecting the Plant Property which have not been resolved. 
 (e) Property and Equipment. The
buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to
normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs
that are not material in nature or cost. 
 (f) Utilities. All water, water rights, sewer, gas, electric, communications,
telephone, irrigation and drainage facilities and all other utilities required by law or for the present use and operation of the Plant Property (the “Utilities Facilities”) are: (i) installed to the boundary lines of the Land
and the Piedras Negras Plant situated thereon, (ii) connected and operating pursuant to valid Permits, (iii) adequate to service the Plant Property and to permit compliance with all applicable Laws and the present usage, and, to the
Knowledge of ABI, Future Expansion of, the Piedras Negras Plant, and (iv) connected to the Piedras Negras Plant by means of one or more public or private easements extending from the Land to one or more public streets, public rights-of way or
utility facilities (such public or private easements are collectively referred to herein as “Appurtenant Easements”) or contractual rights of access granted in writing which are valid and enforceable and not revocable or otherwise
terminable and are fully paid for. Neither the Plant Property nor any of the Utilities Facilities: (A) encroaches on the property of others, or (B) relies on any facilities located on other property not subject to Appurtenant Easements or
contractual rights of access which are not revocable or otherwise terminable and are fully paid for. All of the Utility Facilities not located on the Land are situated within and comply with the provisions of the Appurtenant Easements or contractual
rights of access which are not revocable or otherwise terminable and are fully paid for. 
 (g) No Commitments. The CCC
Company has not committed or obligated itself in any manner whatsoever to assign or sublease the Plant Property to any Person other than as contemplated by this Agreement. The CCC Company has not committed or obligated itself in any manner
whatsoever to place any encumbrance on the Plant Property or any portion thereof except for the Permitted Liens. 

  
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 (h) Mechanics’ or Materialmans’ Liens. The CCC Company has not caused any
work or improvements to be performed upon or made to any portion of the Land for which there remains any outstanding payment obligation that could result in the imposition of any Lien on the Plant Property other than Permitted Liens. 

(i) Property Taxes. All taxes and assessments relating to the Plant Property and the operation of the Piedras Negras Plant,
including without limitation, real property, personal, sales and excise taxes, and excepting those taxes payable in the current year which are not yet due or delinquent (i.e. which are still payable without interest or penalty) have been paid in
full or will be paid in full prior to or at the Closing Date. 
 3.16 Inventory . All inventory
(including raw materials, work-in-process, and finished goods) of the CCC Company (collectively “Inventory”) is of a quality and quantity usable and merchantable consistent in all material respects with the past practice and the
ordinary course of business of the CCC Company other than such percentage of Inventory as is obsolete or otherwise not usable or merchantable consistent with past practice, and all finished good inventory has been manufactured in compliance with
applicable Laws. The quantities of each item of Inventory are reasonable in respect of the present circumstances of the CCC Company. Except for Permitted Liens and except as would not have or reasonably be expected to have more than a de
minimis adverse effect on the CCC Company, the CCC Company has good and marketable title to the Inventory, free and clear of any Liens of any nature whatsoever. 
 3.17 CCC Company Employment Matters. The CCC Company does not have any employees. The CCC Company receives services from independent contractors. Section 3.17 of the ABI Disclosure Letter
contains a list of the CCC Company independent contractors providing services. 
 3.18 Employee Benefit Plans.

 (a) Section 3.18 of the ABI Disclosure Letter sets forth a true, correct and complete list of all employee benefit
plans, all fringe benefit plans, and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental
unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit (statutorily required or not) or welfare plan, and any other
employee compensation or benefit plan, Contract, and any trust, escrow or other agreement related thereto with respect to the Servicios Company (collectively, the “Employee Benefit Plans”). The Servicios Company has not made any
commitment to create any additional Employee Benefit Plans or to modify or change any existing Employee Benefit Plan in any respect prior to the Closing Date, except as may be required by any change in applicable Law. A true and complete copy of
each existing Employee Benefit Plan, including any amendments thereto, has been made available to CBI. 

  
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 (b) Each of the Employee Benefit Plans and their administration is currently and has at all
times in the past been in compliance in both form and operation with all applicable Laws and is being and has been operated in accordance with the terms and conditions of the applicable Employee Benefit Plan document(s). No event has occurred which
will or could cause any such Employee Benefit Plan or any fiduciary of any such Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance.

 (c) The Servicios Company does not maintain, nor has it ever maintained, or is obligated to provide benefits under or
contributions to any Employee Benefit Plan which provides benefits to retirees or other terminated employees. 
 (d) There is no
claim, action, proceeding or investigation, pending or, to the Knowledge of ABI, threatened against the Servicios Company arising from or relating to any Employee Benefit Plan, at law or in equity, and there are no Governmental Orders, before any
arbitrator or Governmental Authority, in each case that (a) has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (b) alleges a material violation of a criminal Law, in the
case of clause (b), as of the date hereof. As of the date hereof, there is no claim, action, proceeding or, to the Knowledge of ABI, investigation, pending or, to the Knowledge of ABI, threatened against the Servicios Company, and there are no
Governmental Orders, before any arbitrator or Governmental Authority arising from or relating to any Employee Benefit Plan, in each case as would prevent or materially delay the ability of ABI to consummate the transactions contemplated hereby.

 (e) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will
result in the payment, vesting, or acceleration of any benefit under any Employee Benefit Plan. 
 3.19 Labor Relations
Matters. There are no existing or, to the Knowledge of ABI, threatened labor strikes or labor disputes, grievances, controversies or other labor troubles affecting the Servicios Company, and, to the Knowledge of ABI, and there are no agreements
with any labor unions or collective bargaining agreements of any kind to which CCC Company or the Servicios Company are parties, there is no controversy existing, pending or, to the Knowledge of ABI, threatened with any association or union or
collective bargaining representative of the employees of Servicios Company. To the Knowledge of ABI, no current or former employee of the Servicios Company has any claim against the Servicios Company on account of or for (a) overtime pay, other
than overtime pay for the current payroll period, (b) wages or salary (excluding current bonus accruals and amounts accruing under pension and profit sharing plans) for any period other than the current payroll period, (c) vacation or time
off, other than that earned in respect of the current fiscal year, or (d) any violation of any Law relating to employment or social security matters. No claim has been made that remains outstanding for breach of any contract of employment or
for services or for severance or redundancy payments or protective awards or for compensation for unfair dismissal or for failure to comply with any Law concerning employment rights or in relation to any alleged sex or race discrimination or for any
other liability accruing from the termination or variation of any contract of employment or for services, nor, to the Knowledge of ABI, is any such claim threatened. To the Knowledge of ABI, the Servicios Company in compliance with all applicable
Laws respecting employment practices (including, without limitation, all Laws concerning the public health and safety or worker health and safety) and is not engaged in any unfair labor practice, and there is no (x) unfair labor practice charge
or complaint against the Servicios Company, (y) labor, health or safety investigation, study, audit, test, review or other analysis pending in relation to any of the Servicios Company’s current operations, nor (z) representation
petition respecting any of the Servicios Company’s employees, pending before any Governmental Authority. 

  
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 3.20 Employment Agreements and Compensation. All of the consultants or independent
contractors of the Servicios Company are “at will” consultants or independent contractors. All of the employees of the Servicios Company have written employment agreements, as well as any consultant or independent contractor, and each of
such agreements which are Material Contracts are set forth in Section 3.5 of the ABI Disclosure Letter. True, complete and accurate copies of all of the Servicios Company’s employment or supervisory manuals, employment or supervisory
policies and written information generally provided to employees (such as applications or notices) existing as of the date hereof have been made available to CBI. The Servicios Company has withheld all amounts required by Law or Contract to be
withheld from the wages or salaries of, and other payments to, its employees and former employees and is not liable for any arrearages of wages, salaries or other payments to such employees or former employees or any Taxes for failure to comply with
any of the foregoing. 
 3.21 Sole Business. The Servicios Company is not involved in any business or activity except for
the business of supplying employees for the operation and maintenance of the Piedras Negras Plant and providing related human resources, benefits and insurance, compliance, and payroll services to the Piedras Negras Plant. The Servicios Company does
not own any real property. 
 3.22 Environmental Compliance. 

(a) The CCC Company’s use, occupancy and operation of the Plant Property, comply in all material respects with all Environmental
Laws. 
 (b) The CCC Company has not manufactured, recycled, released, discharged, or disposed of any Hazardous Materials, as
defined below, on, under, in or about the Plant Property other than in material compliance with Environmental Laws. There are no Hazardous Materials below, on, under, in or about the Plant Property, the presence of which: (i) is a violation of
any applicable Environmental Law, or (ii) requires reporting, investigation, monitoring and/or remediation under any applicable Environmental Law. 
 (c) The CCC Company (i) is not involved in any suit or administrative proceeding alleging any material violation by the CCC Company of any Environmental Law, (ii) has not received any written
notice or request for information from any governmental agency or authority or other third party with respect to a material release or threatened release of any Hazardous Material either from the Plant Property or any facility or location to which
the CCC Company sent Hazardous Materials for recycling, treatment, storage or disposal, and has not received notice of any material claim from any person or entity relating to property damage or to personal injuries from exposure to any Hazardous
Material, and (iii) has not failed to timely file any material report required to be filed under all applicable Environmental Laws. 

  
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 (d) ABI has made available to CBI true, correct and complete copies of all Environmental
Reports. All such Environmental Reports are identified on Section 3.22(d) of the ABI Disclosure Letter. 
 3.23
Insurance. The Companies maintain customary and adequate policies of insurance (including, without limitation, general liability and all risk property) covering each Company and the Plant Property and any buildings, plants, structures,
personal property and equipment used by the CCC Company in the conduct of its business at the Plant Property. All such policies are outstanding and in full force and effect. To the Knowledge of ABI, no insurance company which has issued a policy
insuring such property has requested in writing the performance of any repairs, replacements, alterations or other work. 
 3.24
Government Commitments. The CCC Company has not entered into, nor is the Plant Property bound by, whether or not in writing, any Contracts with any Governmental Authority involving any public subsidies or similar grants that encumber the
Plant Property in any material respect or which otherwise require a Company to reimburse or take any other similar action to compensate such Governmental Authority. 
 3.25 Sufficiency. The Shares, when taken together with the services to be provided under the Transition Services Agreement, the license granted by the License Agreement, the supply to be
provided by the Interim Supply Agreement, and the assets, properties and rights held by the Companies to which the Shares relate, constitute all the assets, properties and rights necessary to carry on the business as currently conducted by the CCC
Company at the Plant Property in all material respects. The Piedras Negras Plant has the functional capability to brew, bottle, package and store not less than the Current Production, of a quality that complies in all material respects with
applicable Law and is as good as or better than the quality of Beer delivered to Crown Imports LLC under that certain Importer Agreement dated as of January 2, 2007, by and between Extrade II, S.A. de CV and Crown Imports LLC over the twelve
(12) months prior to the Closing Date. Except for the ownership and operation of the Piedras Negras Plant, and the sale of Beer produced therefrom, the CCC Company does not engage in or otherwise own or operate any other business lines or
activities. 
 3.26 Future Expansion. To the Knowledge of ABI, the Land is presently comprised of sufficient additional
acreage and, as of the Closing Date, has the necessary water, sewer, gas, electric, communications, telephone, irrigation, drainage and wastewater facilities and all other utilities required by Law and otherwise sufficient to allow for the Future
Expansion (assuming that sufficient capital expenditures shall have been made, and the necessary Permits shall have been obtained, in order to give effect to the Future Expansion). To the Knowledge of ABI, the construction and development required
to implement the Future Expansion will not cause or result in any material interruption nor would it reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Current Production. 

3.27 No Other Representations or Warranties. Except for the representations and warranties contained in Article II and this
Article III, none of ABI, the Companies or any other person on behalf of the Companies or ABI makes any express or implied representation or warranty with respect to ABI or the Companies, including with respect to any other information provided to
CBI in connection with the transactions contemplated hereby. 

  
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 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF 
 CBI 

CBI represents and warrants to ABI as of the date hereof and as of the Closing Date (or if specified as of a different date, on such
date), as follows: 
 4.1 Organization and Qualification; Subsidiaries. Each Buyer Party is a corporation duly organized,
validly existing and in good standing under the Laws of its jurisdiction of formation or organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry
on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals has not had and would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the
ability of a Buyer Party to consummate the transaction contemplated by this Agreement (a “CBI Material Adverse Effect”). Each Buyer Party is duly qualified or licensed as a foreign corporation to do business, and is in good
standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in
good standing as have not had and would not reasonably be expected to have, individually or in the aggregate, a CBI Material Adverse Effect. 
 4.2 CBI Organizational Documents. CBI has made available to ABI a complete and correct copy of the Organizational Documents of each Buyer Party, each as amended to date. The Organizational
Documents of each Buyer Party are in full force and effect. Each Buyer Party is not in violation of any provision of the Organizational Documents of such Buyer Party, except as has not had and would not reasonably be expected to have, individually
or in the aggregate, a CBI Material Adverse Effect. 
 4.3 Authority Relative to Agreement. Each Buyer Party has all
necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the other transactions contemplated hereby. The execution and delivery of this Agreement by each Buyer Party and
the consummation by such Buyer Party of the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Buyer Parties are necessary to
authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Buyer Party and, assuming the due authorization, execution
and delivery by ABI, this Agreement constitutes a legal, valid and binding obligation of each Buyer Party, enforceable against each Buyer Party in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). 

  
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 4.4 No Conflict; Required Filings; Consents. 

(a) The execution and delivery of this Agreement by each Buyer Party does not, and the performance of this Agreement by each Buyer Party
will not, (i) conflict with or violate the Organizational Documents of such Buyer Party, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 4.4(b) have been received and any required waiting periods
have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the Buyer Parties or by which any property or asset of a Buyer Party is bound or
affected or (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to others any right of termination, amendment, acceleration or cancellation of any material Contract to
which a Buyer Party is a party, or result in the creation of a Lien, upon any of the properties or assets of any of the Buyer Parties, other than, in the case of clauses (ii) and (iii), any such violations, conflicts, defaults, rights or Liens
that have not had and would not reasonably be expected to have, individually or in the aggregate, a CBI Material Adverse Effect. 
 (b) The execution and delivery of this Agreement by CBI does not, and the consummation by CBI of the transactions contemplated by this Agreement will not, require any consent, approval, authorization,
waiver or permit of, or filing with or notification to, any Governmental Authority, other than (i) any applicable Antitrust Laws, (ii) any applicable Laws related to alcoholic beverages, and (iii), and except where the failure to obtain
such consents, approvals, authorizations, waivers or permits, or to make such filings or notifications, (1) has not had, and would not reasonably be expected to have, individually or in the aggregate, a CBI Material Adverse Effect and
(2) would not reasonably be expected to prevent or materially delay the ability of the Buyer Parties to consummate the transactions contemplated hereby. 
 4.5 No Additional Consents Required. No vote or other action of the holders of any class or series of capital stock of CBI is required by Law, the Organizational Documents of CBI or otherwise in
order for CBI to adopt this Agreement, approve the transactions contemplated by this Agreement and consummate the transactions contemplated hereby. 
 4.6 Absence of Litigation. Other than the DOJ Action, as of the date hereof, there is no claim, action, proceeding or investigation, pending or threatened against CBI or its Subsidiaries, or any of
their respective properties or assets at law or in equity, and there are no Governmental Orders, before any arbitrator or Governmental Authority that is reasonably likely to prevent, enjoin or materially delay the transactions contemplated by this
Agreement. 
 4.7 Brokers. CBI has no liability to pay any brokerage, finder’s commission, fee or similar
compensation in connection with the transactions contemplated by this Agreement. 
 4.8 Available Funds. CBI acknowledges
that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction
Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI
(collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the
“Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct 

  
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copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified
prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements
to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI,
the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating
to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such
amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in
Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach,
default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or
other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with
available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this
Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required
by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full
amount of the Financing, or that the Financing will not be available to CBI on the Closing Date. 
 4.9 Investment
Intent. Each relevant Buyer Party is acquiring the Shares for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws.

 4.10 No Reliance. CBI acknowledges and agrees that the only representations, warranties, covenants and agreements made
by ABI in this Agreement are the only representations, warranties, covenants and agreements made with respect to the transactions contemplated by this Agreement and CBI has not relied upon any other representations or other information made or
supplied by or on behalf of ABI or the Companies or by any Affiliate or representative of ABI or the Companies. 

  
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 ARTICLE V 
 COVENANTS 
 5.1 Conduct of Business Prior to Closing; Inventory at
Closing/. During the period from the date hereof through the Closing, except (i) as may be required by Law, (ii) as may be agreed to in writing by CBI, (iii) as may be expressly permitted or contemplated by this Agreement,
(iv) any capitalization of a Company’s intercompany debt or (v) as set forth in Section 5.1 of the ABI Disclosure Letter, ABI shall use its reasonable best efforts to (1) cause the CCC Company to maintain, (a) its
inventory of raw materials, works in process, finished goods, containers, packaging materials and all other inventory of any kind or nature, wherever located, with respect to the operation of the business of the CCC Company and (b) its cash
management practices, including payments of accounts payable and collections of accounts receivable, in each case, in the ordinary course of business consistent with past practice, in the case of each of (a) and (b) after taking into
account ordinary seasonality in the business of the Piedras Negras Plant in relation to the anticipated date of Closing, current capacity at the Piedras Negras Plant and volume and mix of Beer then being manufactured, bottled and packaged at such
Piedras Negras Plant, and all orders for products based on forecasts delivered by Crown Imports LLC under then existing contractual import obligations and (2) cause the Servicios Company to operate in the ordinary course of business consistent
with past practice. 
 5.2 Antitrust Approval. Each of ABI and CBI shall use its reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable (subject to applicable Law) to consummate and make effective the transactions contemplated
by this Agreement. In furtherance and not in limitation of the foregoing, each of ABI and CBI shall use its reasonable best efforts to (i) prepare and file all filings, notices, notifications, petitions, requests, statements, folletos
informativos, registrations and updates to registrations, submissions of information, applications and other documents with Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement;
(ii) comply promptly with any request of any Governmental Authority for additional information, documents or other materials, including, without limitation, participating in meetings with officials of such Governmental Authority during the
course of its review of the transactions contemplated hereby; (iii) with respect to CBI, support ABI and Grupo Modelo in their response to requests for information from any Governmental Authority in connection with its investigation of the
transactions contemplated hereby and/or the GM Transaction; and (iv) otherwise assist in facilitating antitrust approval of the transactions contemplated by this Agreement. To the extent permitted by the relevant Governmental Authority, CBI and
ABI shall (a) allow CBI (including its outside counsel) and ABI (including its outside counsel) to attend and participate in all meetings, discussions and other communications with all Governmental Authorities in connection with the review of
the transactions contemplated by this Agreement, (b) promptly and fully inform CBI, ABI and Grupo Modelo of any written or material oral communication received from or given to any Governmental Authority relating to the transactions
contemplated herein, and provide them with copies of any such written communication, (c) permit CBI, ABI and Grupo Modelo to review in advance, to the extent practicable with reasonable time and opportunity to comment and consider in good faith
the views of the others with respect thereto, any proposed submission, correspondence or other communication by CBI to any Governmental Authority relating to the transactions contemplated herein, and (d) provide reasonable prior notice to and,
to the extent 

  
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practicable, consult with CBI, ABI and Grupo Modelo in advance of any meeting, material conference or material discussion with any Governmental Authority relating to the transactions contemplated
herein (and allow ABI to attend and participate in such meeting, conference or discussion). If reasonably requested by ABI or Grupo Modelo, and if permitted to do so by the relevant Governmental Authority, CBI and ABI shall, upon reasonable notice,
cause an informed representative to attend any one or more meetings, either by phone or in person, before a Governmental Authority in support of approval of the transactions contemplated by this Agreement. Without limiting in any respect the
parties’ obligations contained in this Section 5.2, in the event that the parties do not agree with respect to strategy or tactics in connection with a Governmental Authority’s review of the transactions contemplated hereby,
ABI’s decision shall control. Each of CBI and ABI agrees to use its reasonable best efforts to propose, negotiate, commit to and effect any consent decree, settlement, remedy, undertaking, commitment, action or agreement, including any
amendment or other revision to this Agreement (each, a “Remedial Action”), as may be required in connection with a Governmental Authority’s review of the transactions contemplated hereby; provided that any such Remedial Action
(1) is conditioned on the consummation of the transactions contemplated by this Agreement and (2) does not, individually or in the aggregate, have a material adverse effect on such party as measured against the business of CBI (it being
agreed and understood that, the parties shall cooperate in good faith in connection with any Remedial Action to attempt to preserve the economic benefits reasonably expected to be achieved by each of the parties hereto, but shall in any event effect
any such Remedial Action required pursuant to this sentence notwithstanding anything in this parenthetical). Notwithstanding anything to the contrary contained in this Section 5.2 or elsewhere in this Agreement, a party shall not have any
obligation under this Agreement to take any of the following actions or commit to take any of the following actions if such party, in good faith, reasonably expects such action to have more than a de minimis adverse effect on the business or
interests of such party: (x) to sell, dispose of or transfer or cause any of its Subsidiaries to sell, dispose of or transfer any assets; (y) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service;
or (z) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date). Notwithstanding anything to the contrary in this Agreement, the parties hereby acknowledge and agree
that none of ABI or any of its Affiliates has any obligation to the Buyer Parties under this Agreement or otherwise to consummate, or seek to receive any consent required to consummate, the transactions contemplated by the GM Transaction Agreement
and the Buyer Parties shall not have any rights under, and are not intended third party beneficiaries of, the GM Transaction Agreement. 
 5.3 Other Regulatory Matters. Except as otherwise provided in Section 5.2, the parties hereto shall proceed diligently and in good faith and shall use their reasonable best efforts to do, or
cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all Permits from, make all filings with and give all notices to Governmental Authorities, including the Alcoholic Beverage Authorities or any
other Person required to consummate the transactions contemplated by this Agreement, and (b) provide such other information and communications to such Governmental Authorities or other Person as the other party or such Governmental Authorities
or other Person may reasonably request. 

  
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 5.4 Notification of Certain Matters. Subject to compliance with applicable Law or as
required by any Governmental Authority, CBI and ABI shall notify the other promptly in writing of, and contemporaneously shall provide the other with true and complete copies of any and all material information or documents relating to, and shall
use reasonable best efforts to cure before the Closing, any event, transaction or circumstance occurring after the date of this Agreement that causes or is reasonably expected to cause a failure of any condition to the other party’s obligations
to consummate the transactions contemplated hereby. No notice given pursuant to this Section 5.4 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining
satisfaction of any condition contained herein or the rights of the parties hereunder. 
 5.5 Access to Information.

 (a) To the extent permitted by applicable Laws and subject to each party’s confidentiality obligations and the
preservation of the attorney-client privilege, from the date hereof until the Closing Date, each of the parties shall furnish to the other party, its counsel, financial and tax advisors, auditors and other authorized representatives such financial,
tax and operating data and other information as such Persons may reasonably request and instruct the employees, counsel, financial and tax advisors, auditors and other authorized representatives of such party and its Affiliates to cooperate with
such other party and its Affiliates in its investigation of the other party and its Subsidiaries and, in the case of CBI, the Companies. Any investigation pursuant to this Section 5.5 shall be conducted in such manner as not to interfere
unreasonably with the conduct of the business of the other party and its Affiliates and, if applicable, the Companies. 
 (b)
Prior to the Closing, ABI shall use reasonable best efforts to provide to CBI, including by using its reasonable best efforts to cause Grupo Modelo and its subsidiaries to provide, all cooperation reasonably requested by CBI that is customary or
necessary in connection with registered or Rule 144A offerings of debt securities in the United States and outside the United States in reliance on Regulation S under the Securities Act (the “Debt Financing”), including: 

(i) using its reasonable best efforts to provide the Required Information no later than 30 days after the date of this
Agreement (for purposes hereof “Required Information” means carve-out financial statements of CCC Company and Servicios Company on a combined basis in accordance with U.S. GAAP and as required by applicable provisions of Regulations
S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (including any applicable rule of the New York Stock Exchange), as of
December 31, 2012 and December 31, 2011 and for each of the years ending December 31, 2012, 2011 and 2010 accompanied by an audit opinion of PWC that is not qualified as to scope), 

(ii) using its reasonable best efforts to prepare and furnish to CBI as promptly as practicable all Required Information
and all other available pertinent information and disclosures relating to the CCC Company and Servicios Company (including their businesses, operations, financial projections and prospects) as may be reasonably requested by CBI in connection with
the preparation of offering memorandum, private placement memorandums or prospectuses (each an “Offering Document”) relating to the Debt Financing. 

  
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 CBI shall be responsible for the costs and expenses incurred in connection with any such preparation, review
and audit and shall promptly reimburse ABI or Grupo Modelo therefore. 
 (c) For a period of one year after the Closing Date,
upon the request of CBI, ABI: (i) during ordinary business hours and upon reasonable notice, shall, or shall cause its Affiliates to, provide to CBI and its representatives reasonable access to the books, records and employees of ABI and its
Affiliates pertaining to the Companies and required for CBI to revise the Financial Information, and any subsequent consolidated financial statements of the Companies in connection with the preparation of selected and summary financial data and pro
forma financial information regarding the businesses of the Companies for all periods required by the applicable provisions of Regulation S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, and required to be prepared by CBI under such Regulations; and (ii) upon reasonable notice, ABI shall, or shall cause its Affiliates to, use their respective reasonable best efforts to cause the officers, employees, representatives,
agents and advisors of ABI, or its Affiliates, as applicable, to (A) as necessary, assist with CBI’s preparation of revised financial statements and disclosure therein, (B) execute such certifications and documents, based on their
actual knowledge, as are customary and required of acquired businesses, are reasonably requested by CBI, and are necessary for CBI’s, or any Affiliate of CBI’s, compliance with applicable Law, including, without limitation, the rules and
regulations promulgated by the New York Stock Exchange and the Securities and Exchange Commission applicable to the acquisition of material assets in the United States, and (C) use reasonable best efforts to facilitate cooperation of ABI’s
outside independent public accountants to deliver such consents and comfort as are customary under applicable accounting standards, as promptly as reasonably practicable, but in no event later than forty-five (45) days after receipt of a
request by CBI therefor. CBI shall be responsible for the costs and expenses incurred in the connection with such preparation, review and audit. ABI agrees that CBI may use, and ABI shall use its reasonable best efforts to, deliver such consents and
shall authorize ABI’s outside independent public accountants to deliver such consents as may reasonably be requested by CBI for the use of, the financial and other information provided pursuant to this Section 5.5(b), or any other
financial information provided by, or on behalf of ABI to CBI specifically for the following purposes: in any registration statement, prospectus, offering memorandum, Form 8-K or other public filing, at any time on and after the date of this
Agreement. CBI waives any rights against, and fully releases and discharges, ABI from any claims for indemnification it may have or acquire solely for any breach of ABI’s representations and warranties contained in Section 3.8 that result
from ABI’s compliance with this Section 5.5(b). 
 5.6 Publicity. ABI and CBI shall consult with each other
prior to issuing any press releases regarding the transactions contemplated by this Agreement and any other press releases or otherwise making public announcements with respect to the transactions contemplated by this Agreement, except as may be
required by Law or by obligations pursuant to any listing agreement with or rules of any applicable securities exchange. 

  
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 5.7 ABI Right of First Offer. On and after the Closing Date: 

(a) In the event that CBI or any Subsidiary thereof, in any tier, determines to enter into an agreement providing for, or otherwise
regarding, directly or indirectly, the distribution or sale (including resale) of Non-GM Beer in Mexico, CBI shall, before entering, or allowing such Subsidiary to enter, into any such agreement, notify ABI in writing of its decision to do so. For a
period of 60 days following ABI’s receipt of such notice, CBI and ABI shall discuss in good faith the possibility of ABI or an Affiliate thereof serving as the exclusive distributor of such Non-GM Beer in Mexico. 

(b) If, by the end of such 60-day period, the parties (or their respective Affiliates) have not entered into an agreement providing for
the exclusive distribution and sale of such Non-GM Beer in Mexico by ABI or a Subsidiary thereof, in any tier, then CBI for a period of 90 days immediately following the end of such 60-day period may attempt to find another Person to distribute and
sell such Non-GM Beer in Mexico on terms and conditions that are no more favorable to such other Person (taken as a whole) than the last set (if any) of terms and conditions that were offered by CBI to ABI and rejected by ABI and should CBI not find
such Person within such 90 day period then CBI shall again be subject to the requirements of this Section 5.7; provided that CBI shall provide ABI sixty (60) days’ advance written notice of such more favorable terms and a good faith
opportunity to enter into a distribution or sale agreement on such terms. 
 5.8 CBI Right of First Offer. On and after
the Closing Date: 
 (a) In the event that ABI or a Subsidiary thereof, in any tier, determines to sell the Glass Plant to any
Person (other than a Subsidiary or Affiliate of ABI) other than CBI or any Subsidiary thereof, in any tier, ABI shall, before entering into any such agreement, notify CBI in writing of its decision to do so. For a period of 90 days following
ABI’s receipt of such notice, the parties shall discuss in good faith the possibility of CBI or an Affiliate thereof acquiring the Glass Plant. 
 (b) If, by the end of the 90-day period specified in Section 5.8(a), the parties (or their respective Affiliates) have not entered into an agreement providing for sale of the Glass Plant to CBI or a
Subsidiary thereof, in any tier, then ABI for a period of 90 days immediately following the end of such 90-day period may attempt to find another Person to acquire the Glass Plant on terms and conditions that are no more favorable to such other
Person (taken as a whole) than the last set (if any) of terms and conditions that were offered by ABI to CBI and rejected by CBI (an agreement on such terms and conditions with such other Person, a “Third Party Sale Agreement”);
provided that ABI shall provide CBI sixty (60) days’ advance written notice of such more favorable terms and a good faith opportunity to acquire the Glass Plant on such terms. 

(c) If, at or prior to the end of the 90-day period specified in Section 5.8(b), ABI or a Subsidiary thereof, in any tier has
entered into a Third Party Sale Agreement, the parties to such agreement shall have 90 days to consummate the sale of the Glass Plant commencing on the day on which such Third Party Sale Agreement was executed (provided that such period shall be
extended for an additional 90 days if the parties to such Third Party Sale Agreement are awaiting antitrust approval for the transactions). In the event that the sale of the Glass Plant is not consummated within such period, then ABI shall then
again be subject to the requirements of this Section 5.8. 

  
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 5.9 Confidentiality. The terms of the Confidentiality Agreement are incorporated into
this Agreement by reference and shall continue in full force and effect until the MIPA Transaction Closing, at which time the Confidentiality Agreement shall terminate in accordance with the MIPA. If, for any reason, the transactions contemplated by
the MIPA are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. 
 5.10 Fulfillment of Conditions. Subject to the terms and conditions of this Agreement, the Buyer Parties and ABI shall cooperate with each other and use their respective reasonable best efforts to
take or cause to be taken all actions, and do or cause to be done all things reasonably necessary or desirable on its part, and proceed diligently and in good faith to satisfy each condition to the other party’s obligations contained in this
Agreement in order to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, and neither ABI nor any Buyer Party shall take any action, or fail to take any action required to be taken by it hereunder,
that could be reasonably expected to result in the non-fulfillment of any such condition. In furtherance and not in limitation of the foregoing, CBI and the Buyer Parties shall use their reasonable best efforts to (a) comply promptly with any
request of any Governmental Authority for additional information, documents or other materials, including, without limitation, participating in meetings with officials of such Governmental Authority during the course of its review of the
transactions contemplated hereby and (b) support the other parties hereto in their response to requests for information from any Governmental Authority in connection with its investigation of the transactions contemplated hereby. 

5.11 Post-Closing Cooperation. Subject to compliance with applicable Law, from and after the Closing Date, the Buyer Parties and
ABI agree to (a) cooperate with each other, share information and supporting materials and documents relating to ownership of the Shares; provided, however, that access to any such information, supporting materials or documents
shall be determined by taking into account, among other considerations, the competitive positions of the parties; provided, further, that any such access shall (i) be under the supervision of such party’s designated Representatives and
(ii) be in such a manner as not to unreasonably interfere with any of the businesses or operations of such party or their respective Affiliates; provided, further, that all requests for any such access made pursuant to this Section 5.11
shall be directed to such party and its designated representatives; and (b) provide the other parties with such assistance as may reasonably be requested, at the requesting party’s expense, in connection with the preparation of any Tax
return, any income Tax audit or other administrative or judicial proceeding relating to the ownership of the Shares prior to or after the Closing, requests for information from Governmental Authorities relating to the transactions contemplated by
this Agreement, and matters relating to unclaimed property; provided, however, that a party shall not be obligated to make any work papers available to the requesting party unless and until such requesting party has signed a customary
confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such party to whom such request is being made. 

  
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 5.12 Tax Matters. 

(a) Without the prior written consent of ABI, the Buyer Parties shall not, and shall not allow a Company or any Person on behalf of a
Company to, to the extent it may affect or relate to Grupo Modelo or any Affiliate thereof, make or change any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax Return, enter
into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitations period applicable to any Tax claim or
assessment. 
 (b) The parties shall use reasonable best efforts to facilitate the conversion of each Company to a Sociedad de
Responsabilidad Limitada (S. de R.L.) organized under the laws of Mexcio. 
 (c) The parties shall use reasonable best efforts
to facilitate the filing of an Internal Revenue Service Form 8832 electing to treat each Company as an entity disregarded from its owners for United States federal income tax purposes effective prior to the Closing Date. 

(d) ABI and its Affiliates agree to indemnify, defend and hold the Buyer Parties harmless from and against and in respect of, without
duplication, until ninety (90) days after the expiration of the applicable statute of limitation for any liability for Taxes imposed on or with respect to CCC Company or Servicios Company for any Pre-Closing Period and any Pre-Closing Straddle
Period. 
 (e) Other than for any Taxes for which ABI and its Affiliates are liable pursuant to Section 5.12(d), CBI agrees
to indemnify, defend and hold harmless ABI and its Affiliates from and against and in respect of, without duplication, until ninety (90) days after the expiration of the applicable statute of limitation for any liability for Taxes imposed on or
with respect to CCC Company or Servicios Company for any Post-Closing Period and any Post-Closing Straddle Period. 
 (f) ABI
and its Affiliates shall prepare, or cause to be prepared, and file, or cause to be filed, any and all Tax Returns of CCC Company and/or Servicios Company for any Pre-Closing Period which are required or permitted by applicable Law to be filed by
CCC Company and/or Servicios Company. 
 (g) CBI and its Affiliates shall prepare and file, or cause to be prepared and filed,
all Tax Returns required or permitted to be filed by, or with respect to, CCC Company and/or Servicios Company for any Straddle Period and for any Post-Closing Period and shall pay any Tax shown to be due and owing thereon; provided, however, that,
if ABI and its Affiliates are required to indemnify CBI under this Section 5.12 with respect to any Taxes required to be reported on such Tax Return, at least thirty (30) calendar days prior to the Due Date of such Tax Return, CBI shall
provide ABI with a copy of a substantially completed draft of each such Tax Return (including any schedules, work papers, and other documentation relevant thereto). CBI shall give ABI and its Affiliates the opportunity to review and consent to the
treatment in such Tax Return of items relating to the Pre-Closing Straddle Period for which ABI and its Affiliates may be liable under this Agreement, which consent shall not be unreasonably withheld or delayed. CBI shall present to ABI a statement
of the amount of Taxes for which ABI and its Affiliates are liable with respect to each Tax Return required to be filed by CBI and its Affiliates pursuant to this Section 5.12(g) at least three (3) calendar days before the Due Date of such
Tax Return. 

  
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 (h) CBI and its Affiliates shall prepare, or cause to be prepared, and file, or cause to be
filed, on or before the Due Date all other Tax Returns of CCC Company and Servicios Company required or permitted to be filed by each such entity after the Closing Date. 
 (i) Any Tax refund received (it being understood that with regard to any Pre-Closing Period or any Pre-Closing Straddle Period, CBI shall, and shall cause its Affiliates and the Companies to, claim any
value added tax as a refund instead of a credit) by CBI or its Affiliates, CCC Company or Servicios Company in respect of a Tax borne by ABI or its Affiliates pursuant to this Section 5.12 or otherwise shall be for the account of ABI and its
Affiliates. CBI and its Affiliates shall pay, or cause to be paid, to ABI and its Affiliates the amount of any such refund or credit (together with any interest received by CBI or its Affiliates from the applicable Governmental Authority and net of
any additional Taxes CBI or its Affiliates incur as a result of such refund or credit) within ten (10) calendar days after receipt or utilization thereof. Specifically with respect to value added tax, a refund shall be claimed on any
Pre-Closing Period or Pre-Closing Straddle Period return. CBI and its Affiliates shall be entitled to retain from any payment required under this Section 5.12(j) any reasonable third-party fees and costs incurred by CBI in obtaining the refund
or utilizing the credit to which ABI and its Affiliates are entitled. 
 (i) For the avoidance of doubt, all
Taxes (including but not limited to value added taxes) that CCC Company or Servicios Company has the right to recover (for the normal course or business of CCC Company or Servicios Company or for any other reason) at or prior to Closing shall be for
the benefit of ABI and its Affiliates. CBI and its Affiliates shall take or cause to be taken all actions, and do or cause to be done all things reasonably necessary or desirable on its part, and proceed diligently and in good faith to recovered or
obtain compensation against any and all Taxes (including but not limited to value added taxes or income Taxes) for which CCC Company or Servicios Company may have the right to recover, and as promptly as possible pay any amounts so recovered,
compensated to, or received by CBI, any of its Affiliates, CCC Company, or Servicios Company. The above shall include, but not be limited to, any Taxes paid by CCC Company or Servicios Company at Closing and any Taxes caused or incurred before
Closing and any paid on or after Closing. 
 (j) Except to the extent required by applicable Law, as determined in ABI’s
reasonable discretion, none of CBI, any of its Affiliates, CCC Company, or Servicios Company shall amend any Tax Return in respect of CCC Company or Servicios Company for a Pre-Closing Period or Straddle Period. 

(k) ABI, CBI, and each of their respective Affiliates shall, to the extent permitted by applicable Law, elect to treat the
Closing Date as the last day of any taxable period of each of CCC Company and Servicios Company that would otherwise be a Straddle Period. In any case where applicable Laws do not permit the Closing Date to be treated as the last day of the taxable
period, any Taxes arising out of or relating to a Straddle Period shall be apportioned between the Pre-Closing Straddle Period and the 

  
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Post-Closing Straddle Period based on an interim closing of the books as of and including the Closing Date. Notwithstanding the foregoing, however, (i) exemptions, allowances or deductions
that are calculated on an annualized basis (including depreciation, amortization and depletion deductions for assets in service at the Closing Date) shall be apportioned on a daily pro rata basis and (ii) solely for purposes of determining the
marginal Tax rate applicable to income during such period in a jurisdiction in which such Tax rate depends upon the level of income, annualized income shall be taken into account. 

(l) Notwithstanding Section 5.12(l) and in the case of any property, ad valorem or similar Taxes determined on the basis of the
value of property owned by the taxpayer, the amount of Taxes with respect to a Straddle Period attributable to (i) the Pre-Closing Straddle Period shall be deemed to be the product of the amount of such Tax for the entire Tax period and a
fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Tax period and (ii) the Post-Closing Straddle Period shall be
deemed to be the product of the amount of such Tax for the entire Tax period and a fraction, the numerator of which is the number of the days in the Tax period beginning on the day after the Closing Date and the denominator of which is the number of
days in the entire Tax period. 
 (m) Notwithstanding anything to the contrary contained herein, (A) no Straddle Period
Taxes shall be apportioned to the Pre-Closing Straddle Period to the extent such Taxes are the result of (i) any action taken by CBI and its Affiliates or (ii) CBI, any of its Affiliates, CCC Company, or Servicios Company failing to
conduct the business of such entity in the ordinary course consistent with past practices following the Closing, and (B) no Straddle Period Taxes shall be apportioned to the Post-Closing Straddle Period to the extent such Taxes are the result
of (i) any action taken by ABI and its Affiliates or (ii) ABI and any of its Affiliates failing to conduct the business of such entity in the ordinary course consistent with past practices on or before the Closing. 

(n) After the date hereof, CBI and its Affiliates, CCC Company, and Servicios Company (each, a “Recipient” and
together, the “Recipients”), shall notify ABI within ten (10) calendar days of receipt by a Recipient of written notice of any Tax Contest with respect to CCC Company or Servicios Company which could reasonably be expected to
affect ABI and its Affiliates’ obligation to indemnify the Recipients pursuant to this Agreement. If the Recipients fail to give such notice to ABI, the Recipients shall not be entitled to indemnification pursuant to this Agreement in
connection with such Tax Contest only if such failure actually and materially prejudices ABI’s ability to contest the asserted Tax deficiency. In addition to the foregoing, the Recipients shall promptly provide ABI copies of all written notices
and other documents received from the applicable Governmental Authority. 
 (i) If such Tax Contest relates to
any Tax for which ABI or any of its Affiliates may be liable, ABI may, at its election and expense, control the defense and settlement of such Tax Contest; provided that no settlement shall be permitted if it would adversely affect CBI without
CBI’s consent, which consent shall not be unreasonably withheld or delayed. 

  
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 (ii) If such Tax Contest relates solely to Taxes for which neither ABI nor
any of its Affiliates may be liable, CBI and its Affiliates shall, at their expense, control the defense and settlement of such Tax Contest. 
 (o) If as a result of a Tax Contest, either ABI and its Affiliates or CBI and its Affiliates are required to pay additional Taxes for which the other party is required to indemnify, such other party shall
pay CBI or ABI (or their respective Affiliates), as appropriate, the amount of such additional Taxes not later than ten (10) calendar days before such amount is due. 
 (p) Tax Records and Cooperation. (A) CBI shall, and shall cause its Affiliates to, (i) retain and provide to ABI and its Affiliates, on reasonable request, access during regular business
hours to any records or other information (including any books and records, workpapers, schedules, supporting entries, backups, and other documents) relating to CCC Company and/or Servicios Company with respect to any Pre-Closing Period and any
Pre-Closing Straddle Period and (ii) provide to ABI and its Affiliates, on reasonable request, access during regular business hours to personnel of CBI, any of its Affiliates, CCC Company, and/or Servicios Company familiar with Tax matters
relating to CCC Company and/or Servicios Company to respond to inquiries of ABI or any of its Affiliates relating to Taxes with respect to any Pre-Closing Period and any Pre-Closing Straddle Period. (B) ABI shall, and shall cause its Affiliates
to (i) retain and provide to CBI and its Affiliates, on reasonable request, access during regular business hours to any records or other information (including any books and records, work papers, schedules, supporting entries, backups, and
other documents relating to the CCC Company and/or the Servicios Company relating to Pre-Closing Period and any Pre-Closing Straddle Period and (ii) provide to CBI and its Affiliates, on reasonable request, access during regular business hours
to personnel of ABI and/or any of its Affiliates familiar with Tax matters relating to the CCC Company and/or Servicios Company to respond to inquiries of CBI or any of its Affiliates relating to Taxes with respect to any Post-Closing Straddle
Period. 
 (q) CBI shall promptly notify ABI of any authorized extension of the statutes of limitation of either or both of CCC
Company and Servicios Company granted relating to any Pre-Closing Period or Straddle Period, but any failure to provide such notice by itself shall not affect ABI’s indemnification obligations under this Section 5.12 if such failure does
not prejudice ABI’s or any of its Affiliates’ ability to contest any Tax liability. Without limiting the generality of the foregoing, following the Closing, CBI shall retain, and shall cause each of its Affiliates, CCC Company, and
Servicios Company to retain, until the applicable statutes of limitation (including any authorized extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information in its possession which may be
relevant to such Tax Returns for all Pre-Closing Periods and Straddle Periods and shall not destroy or otherwise dispose of any such records without first providing ABI and its Affiliates the opportunity to review and copy same. 

(r) Exclusivity of Tax Matters. Except as otherwise provided in this Section 5.12, and except with respect to
Section 7.2 and Section 7.5, notwithstanding anything to the contrary in this Agreement, this Section 5.12 and not Article VII shall exclusively govern all matters related to the indemnification obligations of ABI, CBI, or any of
their respective Affiliates relating to Taxes under this Agreement. 

  
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 (s) Any payments made by ABI and its Affiliates to CBI and its Affiliates, or by CBI and
its Affiliates to ABI and its Affiliates, shall be treated as an adjustment to the Purchase Price and allocated in the manner described on Schedule 1.3. 
 5.13 Termination of Intercompany Agreements. Except as set forth in Section 5.13 of the ABI Disclosure Letter, from and after the Closing, ABI and the Buyer Parties shall, and shall cause
their respective Affiliates to, take such actions as may be necessary to continue in effect all Intercompany Agreements such that, following the Closing, ABI and its Affiliates, on the one hand, and the Companies, on the other hand, shall continue
to be able to operate their respective businesses as conducted as of immediately prior to the Closing for a period of three (3) years on all existing terms (except such terms relating to term). 

5.14 Further Assurances/ Reverse Transition Services. From and after the date hereof until eighteen (18) months following the
Closing, each party hereto shall, and shall cause its Affiliates, as promptly as practicable to negotiate in good faith, execute, acknowledge and deliver any other Contracts reasonably requested (i) by the other parties hereto to obtain the
benefits of the transaction reasonably expected by the parties hereto and (ii) by ABI or Grupo Modelo to obtain from the Companies, and by CBI and the Companies to obtain from ABI or Grupo Modelo, in each case, services necessary for the
operation of the business (as measured as of immediately prior to the Closing and consistent with past practice of the provision of intercompany services between the Companies and Grupo Modelo and its Affiliates) of Grupo Modelo and its Affiliates
other than the Companies, or the Companies, as applicable, including with respect to the items listed in Section 5.14 of the ABI Disclosure Letter. 
 5.15 Wrong Pocket Assets and Liabilities. 
 (a) If, within eighteen
(18) months following the Closing, any person discovers that any right, title or interest in any asset either (x) to the extent primarily used in the business of the Companies as of the date hereof or the Closing that is not owned by a
Company or (y) to the extent primarily used in the business of Grupo Modelo and its Affiliates other than the Companies as of the date hereof or the Closing (a “Wrong Pocket Asset”) is not held by, or a corresponding liability
(a “Wrong Pocket Liability”) was not assumed by, the appropriate person (the “Right Pocket”, and the person holding such Wrong Pocket Asset or Wrong Pocket Liability, the “Wrong Pocket”), except as
a result of a transaction occurring after the Closing consented to by the Right Pocket or as contemplated by this Agreement: 
 (i) The parties to this Agreement shall cause any of their Affiliates holding such right, title or interest in a Wrong Pocket Asset to transfer as promptly as reasonably practicable such Wrong Pocket
Asset to the Right Pocket for no additional consideration; 
 (ii) The parties to this Agreement shall cause the
Wrong Pocket to hold its right, title and interest in and to the Wrong Pocket Asset in trust for the Right Pocket until such time as the transfer is completed; and 

(iii) The parties to this Agreement shall cause the Right Pocket to assume from the Wrong Pocket as promptly as reasonably
practicable any Wrong Pocket Liability for no additional consideration. 

  
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 (b) All costs and expenses arising out of compliance with such transfers shall be allocated
to the parties as though such transfers had been completed as of the Closing in accordance with this Agreement. 
 (c) The
parties to this Agreement shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with the transfers contemplated by this Section 5.15. 
 (d) For purposes of this Section 5.15, the Companies are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof or as of the Closing
and Grupo Modelo and its Affiliates (other than the Companies) are the Right Pocket for all assets and liabilities used primarily in the operation of their business as of the date hereof and as of the Closing (it being agreed and understood that no
assets or rights to be licensed to Importer pursuant to the License Agreement, or to be provided pursuant to the Interim Supply Agreement shall be deemed Wrong Pocket Assets). 
 (e) Promptly after the Closing, ABI shall deliver originals (or copies, to the extent there are no originals) of contracts of the Companies and other books and records (excluding email correspondence not
already in hard copy) to CBI. Additionally, to the extent in the possession or control of ABI, ABI will take reasonable steps to preserve all other books and records of the Companies for five (5) years after the Closing and will deliver or
provide access to CBI in accordance with Section 5.11. 
 5.16 Non-Solicitation of Employees. 

(a) CBI shall not and shall not permit its Subsidiaries to, directly or indirectly, hire, solicit or encourage to leave the employment of
ABI or any of its Affiliates any employee providing transition services under the Transition Services Agreement with whom CBI, any of its Subsidiaries or any of their Representatives come into contact with in connection with receiving such
transition services; provided, however, that the foregoing provision shall not apply to employees terminated by ABI or its Affiliate or general advertisements or solicitations that are not specifically targeted at such persons; and 

(b) ABI shall not and shall not permit its Subsidiaries to, directly or indirectly, hire, solicit or encourage to leave the employment
of, any employee of any of the Companies; provided, however, that the foregoing provision shall not apply to employees terminated by any of the Companies or general advertisements or solicitations that are not specifically targeted at such persons.

 ARTICLE VI 
 CONDITIONS TO CLOSING 
 6.1 Conditions to the Obligations of CBI and ABI.

 (a) Mutual Conditions. The respective obligations of each of CBI and ABI to close the transactions contemplated by
this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions: 
 (i) The occurrence of the MIPA Transaction Closing; 

  
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 (ii) No preliminary, temporary or permanent injunction or other order,
decree or ruling issued by a court of competent jurisdiction or Governmental Authority, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority after the date hereof, shall be in effect that would
make the consummation of the transactions contemplated hereby illegal or otherwise prevent the consummation of such transactions; 
 (iii) The waiting periods (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or shall have been terminated;
and 
 (iv) The issuance of a no objection letter from the Mexican Federal Competition Commission
(Comisión Federal de Competencia) in connection with the transactions contemplated by this Agreement, or expiration of the relevant statutory period (and any extension thereof) as set forth in Sections 21.III and 21.IV of
the Federal Economic Competition Law (Ley Federal de Competencia Económica) for the parties to be entitled to consummate the transactions contemplated by this Agreement. 

(b) Buyer Party Conditions. The obligations of the Buyer Parties to close the transaction contemplated hereby also shall be
subject to the satisfaction or waiver by the Buyer Parties at or prior to the Closing of the following condition: 
 (i) a Plant
Force Majeure shall not have occurred and remained uncured. 
 ARTICLE VII 

INDEMNITY 
 7.1
Survival; Effect of Materiality Qualifiers. (a) The representations and warranties in this Agreement shall survive the Closing as follows: 
  (i) the representations and warranties in Sections 2.1, 2.2, 2.3, 3.1(a) (with respect to the first sentence only), 3.2, 3.3, 3.4, 3.12, 4.1 (with respect to the first sentence only), 4.3 and
4.7 shall survive the Closing indefinitely; 
  (ii) the representations and warranties in Sections 3.15 and
3.22 shall survive the Closing and shall terminate thirty-six (36) months following the Closing Date; and 

 (iii) all other representations and warranties in this Agreement shall survive the Closing and shall terminate
twenty-four (24) months following the Closing Date. 
 (b) The covenants and agreements of the parties hereto contained in
this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely. 
 7.2 Indemnification of CBI by
ABI(a) . (a) From and after the Closing Date, ABI shall indemnify and save and hold harmless CBI and its subsidiaries and their respective officers, directors and Affiliates (collectively, the “CBI Indemnified Parties”)
from and against any Losses resulting from, arising out of, or incurred in connection with: (i) any failure of any representation or warranty made by ABI to be true and correct as of the date hereof 

  
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and as of the Closing Date (other than representations and warranties made as of another date, in which case the accuracy of such representations and warranties shall be determined as of such
specified date) and (ii) any nonfulfillment or breach of any covenant or agreement made by ABI in this Agreement. For purposes of determining the existence of any inaccuracy in or breach of a representation or warranty and the measure of Losses
for indemnification pursuant to clause (i) in this Section 7.2(a), such representation or warranty shall be read as if all materiality standards contained therein (i.e., qualifiers such as “material”, “in all material
respects”, “Company Material Adverse Effect”, or similar qualifiers) had been deleted, other than in Sections 3.8, the first sentence of Section 3.15(b) and Section 3.25 and with respect to the term “Material
Contracts” in Sections 3.5, 3.6(a) and 3.20. 
 (b) Any indemnification of a CBI Indemnified Party pursuant to this
Section 7.2 shall be effected by wire transfer or transfers of immediately available funds from ABI to an account designated in writing by the applicable CBI Indemnified Party to ABI within 15 days after the claim shall have been finally
resolved (it being understood that a claim shall be “finally resolved” when (i) the parties to the dispute have reached an agreement in writing, (ii) a court of competent jurisdiction shall have entered a
final and non-appealable order or judgment or (iii) an arbitration or like panel shall have rendered a final non-appealable determination with respect to the claim the parties have agreed to submit thereto). 

7.3 Indemnification of ABI by CBI. (a) From and after the Closing Date, CBI shall indemnify and save and hold harmless ABI
and its officers, directors and Subsidiaries (collectively, the “ABI Indemnified Parties”) from and against any Losses suffered by any such ABI Indemnified Parties resulting from or arising out of: (i) any failure of any
representation or warranty made by CBI to be true and correct as of the date hereof and as of the Closing Date (other than representations and warranties made as of another date, in which case the accuracy of such representations and warranties
shall be determined as of such specified date) and (ii) any nonfulfillment or breach of any covenant or agreement made by CBI in this Agreement. 
 (b) Any indemnification of an ABI Indemnified Party pursuant to this Section 7.3 shall be effected by wire transfer or transfers of immediately available funds from CBI to an account designated by
the applicable ABI Indemnified Party to CBI within 15 days after the claim shall have been finally resolved (it being understood that a claim shall be “finally resolved” when (i) the parties to the dispute have
reached an agreement in writing, (ii) a court of competent jurisdiction shall have entered a final and non-appealable order or judgment or (iii) an arbitration or like panel shall have rendered a final non-appealable determination with
respect to the claim the parties have agreed to submit thereto). 
 7.4 Procedures Relating to Indemnification.
(a) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate
thereof) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall notify the party liable for such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (taking
into account the information then available to such Indemnified Party), of the Third-Party Claim promptly after receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such
notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party 

  
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shall have been actually prejudiced as a result of such failure. The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies
of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided
hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. 
 (b) If
a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses to assume the defense thereof with counsel selected by the Indemnifying Party and
reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof, unless the Third-Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party based on the advice of
counsel. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from
the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or
prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and use
reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party
Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld).
The Indemnifying Party may pay, settle or compromise a Third-Party Claim without the written consent of the Indemnified Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party from all liability in
respect of such Third-Party Claim, (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of
any Indemnified Party. 
 (c) If an Indemnified Party shall desire to assert any claim for indemnification provided for under
this Article VII other than a claim in respect of, arising out of or involving a Third-Party Claim, such Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail (taking into account the information then
available to such Indemnified Party), of such claim promptly after becoming aware of the existence of such claim; provided that the failure to give such notification shall not affect the indemnification provided for hereunder except to the
extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. If the Indemnifying Party does not respond to such notice within 45 days after its receipt, it shall have no further right to contest the validity of such
claim. 

  
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 7.5 Limitations on Indemnification. 

(a) ABI shall have no liability for any claim for indemnification hereunder if the Loss associated with such claim is less than One
Hundred Thousand Dollars ($100,000) (any such claim being referred to as a “De Minimis Claim”). ABI shall have no liability for indemnification pursuant to Section 7.2(a) with respect to Losses for which indemnification is
provided thereunder unless the aggregate amount of such Losses (excluding all Losses associated with De Minimis Claims) exceeds Fifty Million Dollars ($50,000,000) (the “Deductible”), in which case ABI shall be liable for all such
Losses (excluding all Losses associated with De Minimis Claims) in excess of the Deductible; provided that except as set forth below in no event shall the aggregate indemnification to be paid by ABI exceed Five Hundred Million Dollars
($500,000,000) (the “Indemnity Cap”). Notwithstanding the foregoing and except for fraud, the limitations and restrictions of the Deductible and the Indemnity Cap shall not apply to Losses incurred by CBI arising from, arising out
of, in the nature of, or caused by any breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 3.1(a) (with respect to the first sentence only) 3.2, 3.3 and 3.12. 

(b) The Buyer Parties and ABI agree that, notwithstanding Section 7.2 of this Agreement, the sole and exclusive remedy of the Buyer
Parties for any breach of the representation and warranty set forth in the last sentence of Section 3.8 is through the Purchase Price Adjustment in accordance with Section 1.4. 

(c) No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once in respect of the same Losses.

 7.6 Consequential Damages. Following the Closing, the indemnification provided in this Article VII shall be the
exclusive remedy and in lieu of any and all other rights and remedies which the Indemnified Parties may have under this Agreement or otherwise against each other with respect to the transactions contemplated hereby for monetary relief with respect
to any breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement, and each party hereto each expressly waives any and all other rights or causes of action it or its Affiliates may have
against the other party or its Affiliates now or in the future under any Law with respect to the subject matter hereof, except in either case for fraud of the other party or the parties’ rights to seek specific performance in accordance with
Section 10.14. Subject to the next sentence of this Section 7.6, no Person shall be liable under this Article VII for any consequential, punitive, special, incidental or indirect damages, including lost profits and diminution in value,
except to the extent awarded by a court of competent jurisdiction in connection with a Third Party Claim. Notwithstanding anything to the contrary in this Agreement, the restriction in the preceding sentence on the right of a party hereunder to
recover consequential, punitive, special, incidental and indirect damages, including lost profits and diminution in value, shall not apply where ABI fails to sell, or causes to be sold, the Shares to the Buyer Parties after all conditions precedent
set forth in this Agreement to ABI’s obligations to sell, or cause to be sold, the Shares to the Buyer Parties hereunder have been satisfied or waived. 
 7.7 Additional Indemnification Provisions. 
 (a) With respect to each
indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the
Indemnified Party in connection with the facts giving rise to the right of indemnification. 

  
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 (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an
Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the
Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. 
 (c) The right to
indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to,
or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the
contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof,
any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy. 
 ARTICLE VIII 
 TERMINATION 

8.1 Termination. This Agreement may be terminated at any time prior to the Closing Date: 

(a) By mutual written consent of CBI and ABI; 
 (b) By ABI or CBI, by written notice to the other party, if the MIPA is terminated for any reason; and 
 (c) By ABI or CBI, by written notice to the other party, if the GM Agreement is terminated for any reason. 
 8.2 Effect of Termination. If this Agreement is terminated in accordance with Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any
Person on the part of any party hereto (or any of its representatives or Affiliates), except that: The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect; 

(b) No termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement that arose prior
to such termination or resulting from fraud of such party; and 
 (c) In the event of termination of this Agreement by ABI or
CBI pursuant to Section 8.1(b) (but solely as a result of ABI exercising its right to terminate the MIPA under Section 11.1(b) thereof) or 8.1(c), then ABI shall promptly (but in no event later than two (2) Business Days after the
date of such termination) cause Anheuser-Busch International Holdings, LLC (or its designee) to pay, or cause to be paid, to CBI (or its designee) an amount equal to One Hundred Seventeen Million Dollars ($117,000,000) (the “SPA Termination
Fee”) by wire transfer of same day funds to any account designated by CBI (or its designee). For the avoidance of doubt, in no event shall any of ABI or its Affiliates be required to pay the SPA Termination Fee on more than one occasion.


  
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 ARTICLE IX 
 DEFINITIONS 
 9.1 Definition of Certain Terms. As used in this Agreement,
the following terms have the meanings set forth below: 
 The terms defined in this Article IX, whenever used in this
Agreement (including in the ABI Disclosure Letter), shall have the respective meanings indicated below for all purposes of this Agreement (each such meaning to be equally applicable to the singular and the plural forms of the respective terms so
defined). All references herein to a Section, Article, Exhibit or Schedule are to a Section, Article, Exhibit or Schedule of or to this Agreement, unless otherwise indicated, and the words “hereof” and “hereunder” shall be deemed
to refer to this Agreement as a whole and not to any particular provision. The words “includes” and “including” shall be deemed to be followed by the words “without limitation” whenever used. 

ABI: the meaning set forth in the preamble. 

ABI Disclosure Letter: the disclosure letter prepared by ABI, a copy of which is attached hereto as Schedule 1 and
incorporated herein by reference. 
 ABI Indemnified Parties: the meaning set forth in
Section 7.3(a). 
 ABI Required Approvals: the meaning set forth in Section 3.6(b).

 Adjustment Consultation Period: the meaning set forth in Section 1.4(e). 

Adjustment Review Period: the meaning set forth in Section 1.4(b). 

Affiliate: with respect to any Person, a Person that directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with such Person. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise; provided, however, that unless and until the closing
of the GM Transaction has occurred, none of Grupo Modelo, GMC or any of their respective controlled Affiliates shall be considered Affiliates of ABI or any of its Subsidiaries (excluding Grupo Modelo, GMC or any of their controlled Affiliates) and
none of ABI or any of its Subsidiaries (excluding Grupo Modelo, GMC or any of their controlled Affiliates) shall be considered Affiliates of Grupo Modelo, GMC or any of their Affiliates. 

  
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 After-Tax Basis: in determining the amount of the payment necessary
to indemnify any party against, or reimburse any party for, Losses, the amount of such Losses shall be determined net of any Tax benefit derived by the Indemnified Party as the result of sustaining such Losses and the amount of such payment shall be
increased to take into account any net Tax cost incurred by the recipient thereof as a result of the receipt or accrual of the payment. 
 Agreement: the meaning set forth in the Preamble, the ABI Disclosure Letter, and all Exhibits and Schedules attached hereto and thereto and all amendments hereto and thereto made in accordance with
Section 10.7. 
 Alcoholic Beverage Authorities: the United States Alcohol and Tobacco Tax and Trade
Bureau, as well as the applicable state, local, municipal, provincial, foreign, and other Governmental Authorities that regulate the production and sale of alcoholic beverage products. 

Allocated SG&A: the sum of (i) ‘gastos de administracion’ and ‘Gastos de procesos y
tecnología de información’ of Marcas Modelo, S.A. de C.V., including, for the avoidance of doubt, depreciation and amortization in these accounts, but only as allocated to U.S. exports by multiplying the net
cost defined above by the U.S. volumes and dividing this product by the total export volumes (including U.S. volumes) sold by Grupo Modelo and (ii) ‘gastos de administracion’ and ‘Gastos de procesos y tecnología de
información’ of the companies and segments identified in Grupo Modelo as (a) Servicios Corporativos and (b) Servicios Generales, including, for the avoidance of doubt, depreciation and amortization in these accounts, but only
as allocated to U.S. exports by multiplying the net cost defined above by the U.S. volumes and dividing this product by Grupo Modelo total sales volume (including U.S. volumes). For the avoidance of doubt, Allocated SG&A will exclude any
overhead allocated and invoiced to Piedras Negras, Noroeste and Zachatecas breweries by the companies Diblo and Cenexis which is included in Brewery Operating Expense. 

Ancillary Agreements: the Transition Services Agreement and the License Agreement. 

Antitrust Law: the HSR Act, the Clayton Act of 1914, the Sherman Antitrust Act of 1890, the Federal Trade
Commission Act, the Federal Economic Competition Law (Ley Federal de Competencia Económica) of Mexico and any other United States, Mexican, Belgian or other foreign, supranational, federal or state Laws that are designed to prohibit, restrict
or regulate actions having the purpose or effect of monopolization or restraint of trade, including any applicable merger control rules. 
 Appurtenant Easements: the meaning set forth in Section 3.14(f). 
 Beer: beer, ale, porter, stout, malt beverages, and any other versions or combinations of the foregoing, including, non-alcoholic versions of any of the foregoing. 

Brewery Operating Expense (Gastos de Operation): 

  
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	 	1)	All operating expense of Piedras Negras 

  

	 	2)	For the breweries of Noroeste and Zachatecas, only the following costs will be included: 


 

	 	a.	Operating expenses that are exclusively born for U.S. export and identifiable as such in the accounting systems of Grupo Modelo; 


 

	 	b.	An allocation of operating expenses exclusively born for the export business (including the U.S.) calculated by multiplying such operating expense for such brewery by
the U.S. volumes for such brewery and dividing this product by the total Grupo Modelo export volumes (including U.S. volumes) for such brewery; 

  

	 	c.	An allocation of operating expense that are not specific to any segment calculated by multiplying such operating expense for such brewery by the U.S. volumes for such
brewery and dividing this product by the total Grupo Modelo volumes (including U.S. volumes) for such brewery. 

  

	 	d.	For the avoidance of doubt, operating expenses that are exclusively for the Mexico volume or non-U.S. export volume will not be included when calculating Brewery
Operating Expense. 

  

	 	3)	For U.S. volumes sold from the other breweries, the Brewery Operating Expense will equal the product of the volume-weighted Brewery Operating Expense per hectoliter for
U.S. volume as determined above for Piedras Negras, Zachatecas and Noroeste multiplied by the total U.S. volume sold from the other breweries. 

 Business Day: any day other than Saturday, Sunday or any other day on which banks in the City of New York or Mexico City, Mexico are required or permitted to close. 

Buyer Parties: collectively, CBI, and one or more Affiliates of CBI to whom CBI has assigned the right to purchase
all or a portion of the Shares. 
 CBI: the meaning set forth in the preamble. 

CBI Indemnified Parties: the meaning set forth in Section 7.2(a). 

CBI Material Adverse Effect: the meaning set forth in Section 4.1. 

CCC Company: the meaning set forth in the Recitals. 

CCC Company Securities: any shares of capital stock or other equity interests in, or securities of, the CCC Company
or any securities, rights or obligations convertible into, exchangeable for or exercisable to acquire any securities of the CCC Company. 
 CCC Company Shares: the meaning set forth in the Recitals. 

  
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 Closing: the meaning set forth in Section 1.2. 

Closing Date: the meaning set forth in Section 1.2. 

Company: the meaning set forth in the Recitals. 

Company Material Adverse Effect: any change, effect or circumstance that is materially adverse to the business,
results of operations or financial condition of the Companies taken as a whole, in each case, other than and without taking into account any change, effect, development or circumstance relating to or resulting from (i) changes in general
political or economic conditions; (ii) changes in general financial or securities markets conditions (including changes in exchange rates, commodities markets, exchange controls, monetary policy and inflation); (iii) any event,
circumstance, change or effect that affects the industry or industries in which the Companies operates generally; (iv) any changes in Laws or interpretations thereof applicable to or affecting the Companies or any of their respective properties
or assets; (v) any changes in IFRS, Mexican GAAP or other accounting principles or requirements; (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any natural disaster or other calamity; (vii) the
announcement or the existence of this Agreement and the transactions contemplated hereby, including any related or resulting loss of or change in relationship with any customer, supplier, distributor or other business partner, or departure of any
employee or officer, or any litigation or other proceeding; (viii) any failure to meet any internal or public projections, forecasts or estimates of earnings or revenue (provided, however, that, in the case of this clause (viii), the underlying
cause for such failure may be considered in determining whether there may be a Company Material Adverse Effect); or (ix) compliance with the terms of, or the taking of any action permitted, contemplated or required by, or the not-taking of any
action prohibited by, this Agreement, or the taking or not-taking of any such action with the prior written consent of the other parties hereto. 
 Confidentiality Agreement: the meaning set forth in Section 10.8. 
 Consent: any consent, order, approval, ratification, waiver or other authorization issued or granted by any Governmental Authority or any other Person, or any notice, registration or filing
delivered to or filed with any Governmental Authority or any other Person, including any Permit. 

Constellation Beers: Constellation Beers Ltd. 

Contract: any agreement, contract, instrument, commitment, covenant, promissory note, bond, indenture, insurance
policy, deed, lease, sublease, license, purchase order, sales order or other obligation or arrangement (whether written or oral) that is legally binding. 
 Current Production: Nominal capacity of Ten Million (10,000,000) hectoliters of Beer per annum. 
 De Minimis Claim: the meaning set forth in Section 7.5(a). 

  
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 Debt Financing: the meaning set forth in Section 5.5(b).

 Deductible: the meaning set forth in Section 7.5(a). 

Depreciation and Amortization: (i) all depreciation and amortization of Piedras Negras included in Direct COGS
or Brewery Operating Expense, and (ii) for the breweries of Noroeste and Zachatecas the allocated depreciation and amortization included in Direct COGS or Brewery Operating Expense calculated by multiplying the total depreciation and
amortization of the brewery by the U.S. volume sold by the brewery and dividing this product by the total volumes (including U.S. volumes) sold by the brewery. For the avoidance of doubt, any depreciation and amortization in Allocated SG&A shall
be excluded. 
 Diblo: the meaning set forth in the Recitals. 

Dijon: the meaning set forth in the Recitals. 

Direct COGS: 
  

	 	1.	For volumes sold from the brewery of Piedras Negras the Cost of Sales (Costo de cerveza marcas propias) for Piedras Negras brewery 


 

	 	2.	For volumes sold from the breweries of Noroeste and Zachatecas: the sum of (i) the Production Cost (Costo total de producción de cerveza) per hectoliter for
export beer for each brewery multiplied by the U.S. volume sold from each brewery, where the Production Cost per hectoliter for such brewery will be calculated as the total Production Cost for export volume for such brewery divided by the total
export volume produced in 2012 in that brewery and (ii) Cost of Goods Sold (Costo de cerveza marcas propias) not included in the Production Cost will be allocated to the U.S. volumes as set forth below: 


 

	 	a.	Costs that are exclusively born for U.S. export and identifiable as such in the accounting systems of Grupo Modelo; 


 

	 	b.	An allocation of such brewery cost exclusively born for the export business (including the U.S.), such allocation to be calculated by multiplying such brewery cost by
the U.S. volumes for such brewery and dividing this product by the total Grupo Modelo export volumes (including U.S. volumes) for such brewery; 

  

	 	c.	An allocation of such brewery cost not specific to any segment, such allocation to be calculated by multiplying such brewery cost by the U.S. volumes for such brewery
and dividing this product by the total Grupo Modelo volumes (including U.S. volumes) for such brewery; 

  

	 	d.	For the avoidance of doubt, costs that are exclusively born for the Mexico volume or non-U.S. export volume will not be included when calculating COGS.



  
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	 	3.	For U.S. volumes sold from the other breweries, the Direct COGS will equal the product of the volume-weighted average Direct COGS per hectoliter for U.S. volume as
determined above for Piedras Negras, Zachatecas and Noroeste multiplied by the total U.S. volume sold from the other breweries. 

 DOJ Action: United States v. Anheuser-Busch InBev SA/NV and Grupo Modelo S.A.B. de C.V., Case 1:13-cv-00127 (January 31, 2013). 

Dollars: dollars of the United States of America. 

Due Date: with respect to any Tax Return, the date on which such Tax Return is due to be filed (taking into account
any valid extensions). 
 EBITDA: 

 

	 	(i)	U.S. Sales plus 

  

	 	(ii)	Other Income less 

  

	 	(iii)	Direct COGS less 

  

	 	(iv)	Brewery Operating Expense plus/(minus) 


	 	(v)	Other Operating Income/(Expense) less 

  

	 	(vi)	U.S. Marketing Cost less 

  

	 	(vii)	Allocated SG&A plus 

  

	 	(viii)	Depreciation and Amortization 

 All of the
foregoing amounts will be exclusively determined by reference to the information set forth or reflected in line items in the IFRS audited financial statements of Grupo Modelo and its Affiliates for the year 2012 or, if not set forth or reflected in
such line items, based on (i) the entries set forth in Grupo Modelo’s accounting and reporting systems that are used to prepare Grupo Modelo’s IFRS audited financial statements and (ii) the categorizations as determined in Grupo
Modelo’s standard reports, all with Mexican Peso amounts converted at a rate of 13.18 pesos per U.S. $, which represents the daily average exchange rate for Grupo Modelo’s sales to Crown Imports LLC in 2012. An example of the calculation
of EBITDA is set forth as Exhibit C hereto. 
 Employee Benefit Plans: has the meaning set forth in
Section 3.18(a). 
 Environmental Laws: all Laws pertaining to air and water quality, Hazardous
Materials, and protection of the environment and human health, including but not limited to, all as amended: the Ley General del Equilibrio Ecológico y la Proteccion al Medio Ambiente, the Ley General para la Prevención y
Gestión Integral de los Residuos and the Ley de Aguas Nacionales and the regulations issued in connection therewith, and all similar laws, statutes, codes and ordinances in each municipality in which the Piedras Negras Plant is
located and of any other federal, state or local governmental agency, authority or bureau enacted, promulgated or amended under any of the foregoing. 

  
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 Environmental Reports: all material assessments, reports or audits in
the possession of ABI as of the date hereof regarding environmental matters associated with the Piedras Negras Plant or the Future Expansion, including any environmental Permits, hazardous materials business plans and notices alleging violations of
any Environmental Laws or environmental Permit. 
 Equipment: all machinery, equipment, tools, furniture,
office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned by the Company or used by the Company in the operation of the Piedras Negras Plant, and all computer software and
computer systems used in or to support the operation thereof. 
 Final EBITDA Amount: the meaning set
forth in Section 1.4(f). 
 Final Statement: the meaning set forth in Section 1.4(f).

 Financial Information: the meaning set forth in Section 3.8. 

Financing: the meaning set forth in Section 4.8. 

Financing Commitment: the meaning set forth in Section 4.8. 

Future Expansion: the construction and completion of expansion phases II and III of the Piedras Negras Plant,
which, once complete will allow the Piedras Negras Plant to brew and bottle a nominal capacity of twenty million (20,000,000) hectoliters of Beer per annum. 

GAAP: generally accepted accounting principles, consistently applied. 

Glass Plant: the plant as of the date hereof that is owned by Industria Vidriera de Coahuila, S.A. de C.V. and
located in Coahuila, Mexico. 
 GM Agreement: the Transaction Agreement by and among Grupo Modelo, S.A.B.
de C.V., Diblo, S.A. de C.V., Anheuser-Busch InBev SA/NV, Anheuser-Busch International Holdings, Inc. and Anheuser-Busch México Holdings, S. de R.L. de C.V., dated as of June 28, 2012. 

GMC: the meaning set forth in the Recitals. 

GM Transaction: the meaning set forth in the Recitals. 

Governmental Authority: any foreign or domestic, federal, state, provincial, local, municipal or other governmental
judicial, arbitral, legislative, executive or regulatory department, division, commission, administration, board, bureau, agency, court, tribunal, instrumentality or other body (whether temporary, preliminary or permanent). 

  
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 Governmental Order: any order, writ, judgment, injunction, decree,
declaration, stipulation, determination or award entered by or with any Governmental Authority. 
 Grupo
Modelo: the meaning set forth in the Recitals. 
 Hazardous Materials: any substance, material or
waste, regardless of quantity or concentration, that is: (1) regulated under or defined as, or otherwise included in the definition of, a “hazardous waste,” “hazardous material,” “hazardous substance,”
“acutely hazardous waste”, “toxic substance”, pollutant, toxic pollutant, or “restricted hazardous waste” under any applicable Environmental Law, (2) petroleum, petroleum product or petroleum distillate,
(3) asbestos, (4) polychlorinated biphenyls and constituents and degradation products of any of the foregoing. 
 HSR Act: the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder. 

IFRS: the International Financial Reporting Standards consistently applied. 

Importer: the meaning set forth in the Recitals. 

Importer Interest: the meaning set forth in the Recitals. 

Indemnified Party: an ABI Indemnified Party or a CBI Indemnified Party. 

Indemnifying Party: the meaning set forth in Section 7.4(a). 

Indemnity Cap: the meaning set forth in Section 7.5(a). 

Independent Accountant: the meaning set forth in Section 1.4(f). 

Initial EBITDA Accountant: the meaning set forth in Section 1.4(a). 

Initial EBITDA Amount: the meaning set forth in Section 1.4(a). 

Initial Statement: the meaning set forth in Section 1.4(a). 

Intercompany Agreements: Contracts and other instruments between any of the Companies, on the one hand, and Grupo
Modelo or any Affiliate of Grupo Modelo (other than the Companies), on the other hand. 
 Interim Supply
Agreement: that certain Interim Supply Agreement by and between Grupo Modelo and Importer, and to be executed at the MIPA Transaction Closing. 
 Inventory: the meaning set forth in Section 3.16. 

Knowledge: (i) with reference to ABI or a Company, the actual knowledge (after reasonable inquiry and
investigation) of those Persons listed on Section 9.1(a) of the ABI Disclosure Letter and (ii) with reference to the Buyer Parties, the actual knowledge (after reasonable inquiry and investigation of those Persons listed on
Section 9.1(a) of the ABI Disclosure Letter. 

  
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 Land: that certain real property located in Nava, Coahuila, Mexico
comprised of approximately 750 acres and more specifically described as follows: Rustic Property located at the Federal Highway No. 57 ( Monclova-Piedras Negras), Km. 233+200, Official No. 85, Río Escondido, Municipality of Nava,
State of Coahuila, Mexico, with an extension of 334-04-70 Acres, and the description specified in the Public Deeds No. 165, 187 and 17, and related documents. 

Laws: (i) any constitution, statute, law, code, ordinance, regulation, treaty, rule, common law, policy or
interpretation enacted, published or promulgated by any Governmental Authority, including, but not limited to, laws and regulations applicable to the production and sale of alcoholic beverage products, “dram shop” laws, safety laws,
building, health, fire, safety, subdivision, zoning and other similar regulatory laws or other similar regulations; and (ii) with respect to a particular Person, the terms of any Governmental Order or Permit binding upon such Person or its
assets or properties. 
 License Agreement: the Amended and Restated Sub-License Agreement dated as of the
Closing Date between Marcas Modelo, S.A. de C.V. and Constellation Beers in the form attached hereto as Exhibit A. 
 License Purchase Price: the meaning set forth in Schedule 1.3(1). 
 Lien: any mortgage, pledge, deed of trust, lien (including environmental and Tax liens), hypothecation, charge, claim, security interest, title defect, encumbrance, burden, charge or other similar
restriction, lease, sublease, claim, title retention agreement, preferential arrangement, option, easement, covenant, encroachment or other adverse claim of any kind, including any restriction on the use, voting, transfer, receipt of income or other
exercise of any attributes of ownership. 
 Losses: all losses, damages, costs, expenses, liabilities,
obligations, Taxes and claims of any kind (including any action brought by any Governmental Authority or other Person and including reasonable attorneys’ fees disbursements). 

Marcas Modelo: Marcas Modelo, S.A. de. C.V. 

Material Contracts: all Contracts in effect as of the date hereof to which the Company is a party (and, including,
without limitation, all Contracts relating or pertaining to the ownership, operation or use of the Piedras Negras Plant or the Future Expansion) that (i) contain a term that is equal to or greater than one (1) year and (ii) impose
obligations on ABI that equal to or exceed Five Hundred Thousand Dollars ($500,000) over the course of any twelve (12) month period. 
 MIPA: the meaning set forth in the Recitals. 
 MIPA
Transaction: the meaning set forth in the Recitals. 

  
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 MIPA Transaction Closing: the Closing (as defined in the MIPA).

 Non-GM Beer: any Beer other than the Product (as defined in the License Agreement) or a Brand Extension
Beer (as defined in the License Agreement). 
 Notice of Disagreement: the meaning set forth in
Section 1.4(e). 
 Offering Document: the meaning set forth in Section 5.5(b)(ii). 

Organizational Documents: with respect to any corporation, its articles or certificate of incorporation and
by-laws, and with respect to any other type of entity, its organizational documents. 
 Other Income:
(i) Other Income of the brewery of Piedras Negras net of any cost linked to such other income, (ii) royalty income from U.S. volumes and (iii) marketing income resulting from reimbursement by Crown Imports LLC. 

Other Operating Income/Expense: Otros (gastos) y productos -neto- of the brewery of Piedras Negras. 

Permit: any permit (including, without limitation, building, housing, safety, fire, health, subdivision, zoning,
water, wastewater, drainage and irrigation permits), license, exemption, variance, registration, security clearance, approval, membership, certificates (including, without limitation, any certificate(s) of occupancy), consents, orders, decrees,
notifications or other authorization issued or granted by any Governmental Authority. 
 Permitted Liens:
(i) Liens for Taxes, assessments or other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings; (ii) restrictions on transfer imposed by applicable securities
laws or state corporation, limited liability or partnership laws; (iii) Liens arising under this Agreement or the Ancillary Agreements; and (iv) Liens created by CBI or its Affiliates. 

Person: any natural person, firm, partnership, association, corporation, company, trust, business trust,
Governmental Authority or other entity. 
 Piedras Negras Plant: the brewery owned as of the date hereof
by the Company and located on the Land and, including, but not limited to, all structures, buildings, building systems irrigation systems, drainage systems, wells, septic systems, roads, fixtures and other improvements on such Land. 

Plant Force Majeure: any event (other than a strike, lockout or other labor or industrial dispute) including
(a) fire, explosion, earth quake, flood, storm, blight, drought, plague, act of God or other act of nature, casualty, act of terrorism, war, riots or civil disturbances, government regulations, or acts of civil or military authorities;
(b) any taking or pending or threatened taking, in condemnation or under the right of eminent domain or similar right, of the Plant Property, or a portion thereof; or (c) inability to obtain, or malfunction or breakdown of, any machinery
or equipment, failure or malfunction of any utilities or telecommunications systems or common carriers, water, 

  
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labor, material or fuel shortages; in each case to the extent causing the Piedras Negras Plant to be unable to manufacture, bottle, and package at least thirty percent (30%) of its daily
production of Beer (measured with respect to average daily production of Beer in the preceding 12 months) for a period of 60 consecutive days. 
 Plant Property: means, collectively, the Land and the Piedras Negras Plant. 
 Post-Closing Period: any taxable period that begins after the Closing Date. 
 Post-Closing Straddle Period: the portion of any Straddle Period that begins after the Closing Date. 
 Pre-Closing Period: any taxable period that ends on or before the Closing Date. 
 Pre-Closing Straddle Period: the portion of any Straddle Period that ends on or before the Closing Date. 
 Preliminary Adjustment Amount: the meaning set forth in Section 1.4(a). 
 Purchase: the meaning set forth in Section 1.1. 

Purchase Price: the meaning set forth in Section 1.3. 

Purchase Price Adjustment: the meaning set forth in Section 1.4(h). 

Recipients: the meaning set forth in Section 5.12(o). 

Remedial Action: the meaning set forth in Section 5.2. 

Representatives: the directors, officers, employees, agents, consultants, advisors, (including legal, financial and
accounting advisors), and other representatives of ABI, the Companies, CBI and their respective Affiliates, as applicable. 
 Required Information: the meaning set forth in Section 5.5(b)(i). 
 Right Pocket: the meaning set forth in Section 5.15(a). 

Servicios Company: the meaning set forth in the Recitals. 

Servicios Company Securities: any shares of capital stock or other equity interests in, or securities of, the
Servicios Company or any securities, rights or obligations convertible into, exchangeable for or exercisable to acquire any securities of the Servicios Company. 
 Servicios Company Shares: the meaning set forth in the Recitals. 
 Shares: the meaning set forth in the Recitals. 

  
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 Share Permitted Liens: restrictions on transfer imposed by applicable
securities law. 
 SPA Termination Fee: the meaning set forth in Section 8.2(c). 

Specified Court: the meaning set forth in Section 10.13. 

Straddle Period: any taxable period that begins on or before and ends after the Closing Date. 

Subsidiary: with respect to any Person (other than a natural Person) means any other Person of which (a) the
first mentioned Person or any Subsidiary thereof is a general partner, (b) voting power to elect a majority of the board of directors or others performing similar functions with respect to such other Person is held by the first mentioned Person
and/or by any one or more of its Subsidiaries or (c) at least 50% of the equity interests of such other Person is, directly or indirectly, owned or controlled by such first mentioned Person and/or by any one or more of its Subsidiaries.

 Target EBITDA Amount: $310,000,000. 

Tax: (a) all foreign, U.S. federal, state or local taxes, fees, assessments, levies or other governmental
charges whatsoever, including all income, gross receipts, franchise, withholding, unemployment insurance, social security, sales, use, excise, real and personal property, municipal, capital, stamp, transfer, license, payroll, VAT and workers’
compensation taxes, or any liability for any of the foregoing together with all interest, penalties and additions imposed by any Governmental Authority responsible for the imposition of any Tax (foreign or domestic) (a “Taxing
Authority”) as a transferee or successor and (b) liability for the payment of any amounts of the type described in (a) as a result of being a party to any agreement or any express or implied obligation to indemnify another Person.

 Tax Contest: an audit, claim, dispute, controversy, hearing, or administrative, judicial, or other
proceeding relating to Taxes or Tax Returns. 
 Tax Return: all returns, certifications, forms, reports or
other information required to be supplied to any Taxing Authority relating to Taxes including any attachments thereto. 
 Taxing Authority: the meaning set forth in the definition of Taxes set forth in this Section 9.1. 
 Third-Party Claim: the meaning set forth in Section 7.4(a). 
 Third-Party Sale Agreement: the meaning set forth in Section 5.8(b). 
 Transition Services Agreement: Transition Services Agreement by and between ABI and CBI in the form attached hereto as Exhibit B. 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 Up-Front Payment: the portion of the purchase price allocated to the License Purchase
Price which is being paid as consideration for the licenses granted to Constellation Beers as of the date hereof pursuant to the License Agreement. 
 U.S. Marketing Cost: [****] 
 U.S. Sales: all
revenues derived by Grupo Modelo and its Affiliates from selling Product (as defined in the Importer Agreement between Extrade II, S.A. de C.V. and Crown Imports LLC, dated January 2, 2007, as amended to the date hereof) to Importer and its
Affiliates in 2012 net of any discounts for early payment and rebates released from ‘(Gastos) y productas financieros – neto’ of Grupo Modelo’s trial balance (for the avoidance of doubt, only such discounts and rebates shall be
netted and not any other items of (Gastos) y productas financieros – neto’). 
 Utilities
Facilities: the meaning set forth in Section 3.15(f). 
 Wrong Pocket: the meaning set forth in
Section 5.15(a). 
 Wrong Pocket Asset: the meaning set forth in Section 5.15(a). 

Wrong Pocket Liability: the meaning set forth in Section 5.15(a). 

9.2 Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: words of the masculine or neuter
gender shall include the masculine and/or feminine gender, and words in the singular number or in the plural number shall each include the singular number or the plural number; 

(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns
are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; 

(c) reference to any agreement (including this Agreement) or other Contract or any document means such agreement, Contract or document as
amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; 

(d) all amounts in this Agreement and the Ancillary Agreements are stated and shall be paid in United States dollars unless specifically
otherwise provided; 
 (e) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding or succeeding such term; 
 (f) relative to the determination of any period
of time, “from” means “from and including”, “to” means “to but excluding” and “through” means “through and including;” 

(g) “hereto”, “herein”, “hereof”, “hereinafter” and similar expressions refer to this Agreement
in its entirety, and not to any particular Article, Section, paragraph or other part of this Agreement; 

  
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 (h) reference to any “Article” or “Section” means the corresponding
Article(s) or Section(s) of this Agreement; 
 (i) the descriptive headings of Articles, Sections, paragraphs and other parts of
this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement or any of the terms or provisions hereof; 

(j) reference to any Law or Governmental Order, means (A) such Law or Order as amended, modified, codified, supplemented or
reenacted, in whole or in part, and in effect from time to time; and (B) any comparable successor Laws or Governmental Orders; and 
 (k) any Contract, instrument, insurance policy, certificate or other document defined or referred to in this Agreement means such Contract, instrument, insurance policy, certificate or other document as
from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or Consent and all attachments thereto and instruments and other documents incorporated therein. 

ARTICLE X 

GENERAL PROVISIONS 
 10.1 Expenses. Except as otherwise specifically provided in this Agreement, ABI and CBI shall bear their respective expenses, costs and fees (including attorneys’, auditors’ and financing
fees, if any) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the transactions contemplated hereby are effected. 

10.2 Further Actions. Each party shall execute and deliver such certificates and other documents and take such other actions as
may reasonably be requested by the other party in order to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. 

10.3 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent
by fax or telegram, as follows: 
 If to CBI: 
 Constellation Brands, Inc. 
 207 High Point Drive 

Building 100 

Victor, New York 14564 
 Attn: General Counsel 
 Telephone: +1 (585) 678-7266 

Fax: +1 (585) 678-7103 

  
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 with a required copy (which copy shall not constitute notice hereunder) to: 

Nixon Peabody LLP 

1300 Clinton Square 
 Rochester, New York 14604 
 Attn: James O. Bourdeau 

Telephone: +1 (585) 263-1000 
 Fax: +1 (585) 263-1600 
 If to ABI: 

Anheuser-Busch InBev SA/NV 
 Brouwerijplein 1 
 Leuven 3000 

Belgium 
 Attn:
Chief Legal Officer & Company Secretary 
 Telephone: +32 16 276942 

Fax: +32 16 506699 
 with a copy (which copy shall not constitute notice hereunder) to: 

Sullivan & Cromwell LLP 
 125 Broad Street 
 New York, New York 10004 

Attn: Frank J. Aquila 
   George J. Sampas 
   Krishna Veeraraghavan 

Telephone: +1 (212) 558-4000 
 Fax: +1 (212) 558-3588 
 or, in each case, at such other address as may be specified in
writing to the other party hereto. 
 All such notices, requests, demands, waivers and other communications so delivered, mailed
or sent shall be deemed to have been received (i) if by personal delivery, on the day delivered, (ii) if by certified or registered mail, on the date of receipt, (iii) if by next-day or overnight mail or delivery, on the day delivered
or (iv) if by fax or telegram, on the day on which such fax or telegram was sent, provided that a copy is also sent by certified or registered mail. 
 10.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. 

10.5 Disclosure Letters. Any disclosure contained in the ABI Disclosure Letter shall apply to any other section or subsection of
such disclosure letter, where the applicability of such disclosure is reasonably apparent. The mere inclusion of any item in a disclosure letter as an exception to a representation or warranty of CBI or ABI in this Agreement shall not be deemed to
be an admission that such item is a material exception, fact, event or circumstance, or that such item, individually or in the aggregate, has had or is reasonably expected to have, a Company Material Adverse Effect or trigger any other materiality
qualification. 

  
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 10.6 Assignment; Successors; Third-Party Beneficiaries. This Agreement shall not be
assignable by any party hereto without the prior written consent of all of the other parties and any attempt to assign this Agreement without such consent shall be void and of no effect, except that ABI or CBI may assign, in whole or from time to
time in part, to one or more of their respective Affiliates, any of their rights hereunder, but no such transfer or assignment shall relieve ABI or CBI of their respective obligations under this Agreement, as applicable. 

10.7 Amendment; Waivers, Etc.No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or
binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described
in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement or
to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided
are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. 
 10.8 Entire Agreement. This Agreement (including the schedules and exhibits hereto, which are incorporated into this Agreement by this reference and made a part hereof), the Confidentiality
Agreement, dated as of May 26, 2012, by and between CBI, ABI and solely with respect to Section 2 thereof, Grupo Modelo (the “Confidentiality Agreement”), each of the Ancillary Agreements, the MIPA and the Interim Supply
Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof, and supersede all prior or contemporaneous agreements and understandings, whether written or oral, among the parties hereto, or any of
them, with respect to the subject matter hereof and thereof. 
 10.9 Severability. Whenever possible, each provision or
portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of 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 shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and
this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as shall effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision. 

10.10 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement. 
 10.11 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall together constitute one and the same instrument. 
 10.12 Governing
Law. This Agreement shall be governed by, enforced pursuant with and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles, to the extent such principles are not mandatorily applicable
by statute and would require or permit the application of the laws of another jurisdiction. 

  
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 10.13 Consent to Jurisdiction/Venue. Each party hereto hereby waives, to the extent
permitted by Law, all jurisdictional defenses, objections as to venue and any rights to appeal, review or nullify such award by any court or tribunal. Each of the parties hereby submits to the exclusive jurisdiction of any court of competent
jurisdiction in any Federal or State Court in the City of New York, County of New York, (the “Specified Court”) in any action, suit or proceeding arising out of or relating to this Agreement and the non-exclusive jurisdiction of the
Specified Court with respect to the enforcement of any award thereunder. 
 10.14 Specific Performance. (a) Each of the
parties hereto hereby agree that (i) the Shares are a unique property, and (ii) irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise
breached, and that monetary damages or other legal remedies would not be an adequate remedy for any failure to purchase or sell the Shares or consummate the Purchase or for any such damages. Accordingly, except as otherwise provided in
Section 7.6, the parties hereto acknowledge and hereby agree that in the event of any breach or threatened breach by ABI, on the one hand, or the Buyer Parties, on the other hand, of any of their respective covenants or obligations set forth in
this Agreement, ABI, on the one hand, and the Buyer Parties, on the other hand, shall be entitled, in addition to all other remedies available under Law or equity, to an injunction or injunctions to prevent or restrain breaches or threatened
breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other
(as applicable) under this Agreement, and this right shall include the right of ABI to cause CBI to fully enforce the terms of the Financing Commitment, including by requiring CBI to file one or more lawsuits against the lenders party to the
Financing Commitment to fully enforce the obligations of such lenders under the Financing Commitment, as well as the right of CBI to cause ABI to cause the Shares to be transferred to the Buyer Parties upon satisfaction or waiver of all conditions
to ABI’s obligation to transfer, or cause to be transferred, such Shares to the Buyer Parties. 
 (b) Each of ABI, on the
one hand, and the Buyer Parties, on the other hand, hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by ABI or the
Buyer Parties, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of ABI or the Buyer Parties, as
applicable, under this Agreement. Any party seeking an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, the terms and provisions of this Agreement shall not be required to provide any bond or
other security in connection with such order or injunction. Subject to Section 7.6, the parties hereto further agree that (x) by seeking the remedies provided for in this Section 10.14, a party shall not in any respect waive its right
to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) and (y) nothing set forth in this Section 10.14 shall require any party hereto to institute any proceeding for (or limit
any party’s right to institute any proceeding for) specific performance under this Section 10.14 prior or as a condition to exercising any termination right under Article VIII (and pursuing


  
 - 54 -









 
damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 10.14 or anything set forth in this Section 10.14 restrict or limit any
party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement that may be available then or thereafter. For the avoidance of doubt, the Buyer Parties acknowledge and
hereby agree that ABI may pursue both a grant of specific performance and the Drag-Along Right (as defined in the MIPA), provided that ABI shall not be permitted or entitled to receive both a grant of specific performance and to consummate a
Participatory Transaction (as defined in the MIPA). Unless the Closing has occurred, ABI’s right to specific performance contained in this Section 10.14 and its rights pursuant to the Drag-Along Right (as defined in the MIPA) in
Section 12.5(b) of the MIPA shall be its sole and exclusive remedy for any breach or threatened breach of this Agreement by CBI. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
written above. 
  

									
		 		  	ANHEUSER-BUSCH INBEV SA/NV
				
		 		  	             /s/ Robert
Golden
	  	/s/ John Blood
		 		  	By:	  		  	
		 		  	Name:	  	Bob Golden	  	John Blood
		 		  	Title:	  	Authorized	  	Authorized
		 		  		  	Representative	  	Representative
			
		 		  	CONSTELLATION BRANDS, INC.
				
		 		  	             /s/ Robert
Sands
	  	
		 		  	By:	  		  	
		 		  	Name:	  	Robert Sands	  	
		 		  	Title:	  	President and CEO	  	

  
 [Signature Page to SPA]








 EXHIBIT A 
 FORM OF LICENSE AGREEMENT 

  
 A - 1









 EXECUTION COPY 
 CONFIDENTIAL 
 EXHIBIT B 

TO EXECUTION COPY OF AMENDED MEMBERSHIP 
 INTEREST PURCHASE AGREEMENT 
 AMENDED AND RESTATED SUB-LICENSE AGREEMENT

 BETWEEN 
 MARCAS MODELO, S.A. DE C.V. 
 AND 

CONSTELLATION BEERS LTD. 
 DATED: ________, 2013 







 AMENDED AND RESTATED SUB-LICENSE AGREEMENT 

This Amended and Restated Sub-license Agreement (“Agreement”), dated this
         day of             , 2013, is by and between Marcas Modelo, S.A. de C.V., a sociedad anónima de capital variable organized under the
laws of Mexico (“Marcas Modelo”), and Constellation Beers Ltd., a Maryland corporation (“Constellation Beers”), and amends and replaces, in its entirety, that certain Sublicense Agreement dated the 2nd day of
January, 2007, as subsequently amended (the “Original Agreement”) by and between Marcas Modelo and Crown Imports LLC, a Delaware limited liability company (“Crown”). 

WITNESSETH: 
 WHEREAS, on July 17, 2006, Diblo, S.A. de C.V., a Mexican variable stock corporation, and Barton Beers, Ltd., a Maryland corporation (“Barton”), agreed to establish and engage
in a joint venture for the principal purpose of importing, marketing and selling Product (as defined below), and, in connection therewith, on January 2, 2007, caused Crown to be formed and Crown and Extrade II, S.A. de C.V., a sociedad
anónima de capital variable organized under the laws of Mexico (“Extrade II”) to enter into the Original Agreement; 
 WHEREAS, on February 4, 2009, Barton changed its name to Constellation Beers Ltd.; 
 WHEREAS, on June 28, 2012, Anheuser-Busch InBev SA/NV (“ABI”), Constellation Brands, Inc. (“Constellation”), Constellation Beers and Constellation Brands
Beach Holdings, Inc. (“Beach Holdings”) entered into that certain Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”), pursuant to which ABI and Constellation agreed, inter
alia, to amend and restate the Original Agreement; 
 WHEREAS, on [•], 2013, ABI, Constellation, Constellation
Beers and Beach Holdings amended the Membership Interest Purchase Agreement to provide for the amendment and restatement of the Original Agreement as set forth herein; 
 WHEREAS, on [ ] 2013, ABI and CBI have entered into that certain Stock Purchase Agreement (the “Brewery SPA”), pursuant to which CBI agreed to purchase, or cause to be purchased by
its designee(s), all of the issued and outstanding shares of capital stock of Compañia Cervecera de Coahuila, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico, and all of the issued and
outstanding shares of capital stock of Servicios Modelo de Coahuila, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico; 
 WHEREAS, pursuant to the Interim Supply Agreement (as defined below), beginning on the date hereof, Grupo Modelo (defined below) will supply to Crown Interim Products (as defined below);

 WHEREAS, substantially contemporaneously with the execution of this Agreement, Constellation Beers or its assignee
intends to sublicense directly or indirectly certain rights provided by this Agreement to Crown (the “Crown Sub-License”); 

  
 2 








 WHEREAS, for United States federal income tax purposes, Marcas Modelo and
Constellation Beers intend to treat the execution of this Agreement together with the Crown Sub-License as a sale by Marcas Modelo of its rights and responsibilities under the Original Agreement, together with such other rights and responsibilities
as are further described in this Agreement, to Constellation Beers in exchange for all or a portion of the payments provided for in that certain Brewery SPA, dated as of February         , 2013, by and between
ABI and Constellation; and 
 WHEREAS, it is the intent of the parties that Constellation Beers shall have the right to
make, and have made Importer Products (as defined below), pursuant to the terms of this Agreement and Marcas Modelo agrees to grant Constellation Beers the rights set forth herein with respect thereto. 

NOW, THEREFORE, in consideration of the payment as provided for in that certain Brewery SPA, dated as of February
        , 2013, by and between ABI and Constellation, and those covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 1.1 For purposes of this Agreement, the following terms have
the meanings set forth below: 
 “ABI” has the meaning assigned to that term in the Recitals. 

“Abandoned Trademarks” means those trademarks evidenced by the trademark applications and registrations described in
Exhibit A to this Agreement. 
 “Additional Trademarks” means those trademarks evidenced by the
trademark applications and registrations described in Exhibit B to this Agreement, as such Exhibit may be amended or supplemented from time to time in accordance with this Agreement. 

“Affiliate” of any Person means any other Person which, directly or indirectly, controls or is controlled by that
Person, or is under common control with that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning assigned to that term in the Preamble. 

“Barton” has the meaning assigned to that term in the Recitals. 

“Beach Holdings” has the meaning assigned to that term in the Recitals. 

  
 3 








 “Beer” means beer, ale, porter, stout, malt beverages, and any other
versions or combinations of the foregoing, including non-alcoholic versions of any of the foregoing. 
 “Bottle
Designs” means the shape and designs of [glass] bottles that bear any Trademark or constitute Trade Dress. 

“Brand Extension Beer” means Beer packaged in Containers bearing a Brand Extension Mark. 

“Brand Extension Mark” means a Mark that is a derivative of one or more of the Trademarks for use in the marketing,
merchandising, promotion, advertisement (including sponsorship activities in connection with the foregoing), licensing, distribution and sale of Mexican-style Beer. 
 “Brand Guidelines” means the applicable Brand Guidelines for an Interim Product or Importer Product as attached hereto as Exhibit C. 

“Brewery SPA” has the meaning assigned to that term in the Recitals. 

“Brewing Territory” means Mexico; provided however, if at any time after the date of this Agreement (a) Modelo
Group manufacturers or has manufactured on its behalf any Product outside of Mexico (other than as a result of a Force Majeure Event, and in that case, only to the extent of, and for the duration of, such Force Majeure Event), the “Brewing
Territory” with respect to such Product shall automatically be deemed to be worldwide; and (b) upon occurrence of a Force Majeure Event adversely affecting the capacity of the brewing facilities of Constellation or its Affiliates in Mexico
to meet demand for Products, then, for the duration of such Force Majeure Event, the Brewing Territory with respect to Beer produced at such facility shall be worldwide. 
 “Business Day” means any day, other than Saturday, Sunday or a day on which banking institutions in New York, New York, Chicago, Illinois, or Mexico City, Mexico are authorized or
obligated by law to close. 
 “Chelada Trademarks” means those Trademarks evidenced by the trademark
registrations and applications described in Exhibit E to this Agreement. 
 “Confidential Information”
means all information and materials regarding the business of either party that are identified in writing by the party to be confidential information or which a party should reasonably believe to be confidential information of a party, including
business plans, formulas, know-how, financial information, historical financial statements, financial projections and budgets, historical and projected sales, pricing strategies and other pricing information, marketing plans, research and consumer
insights, capital spending budgets and plans, the names and backgrounds of key personnel, personnel policies, plans, training techniques and materials, organizational strategies and plans, employment or consulting agreement information, customer
agreements and information (including for distributors or retailers), names and terms of arrangements with vendors or suppliers, or other similar information, all of which includes all non-public data, information and materials delivered to Marcas
Modelo or Grupo Modelo pursuant to the inspection rights set forth herein, including 

  
 4 








 
Sections 3.6, 3.7 and 3.8, whether or not marked as or otherwise reasonably believed to be confidential. Inadvertent failure to identify information as confidential, may be
corrected by the producing person by written notice to the other party, and once confidential information has been identified as Confidential Information by a party, failure to do so in all communications containing that information shall not cause
the information to be treated in a non-confidential manner. “Confidential Information” does not include, however, information which (a) is or becomes generally available to the public other than as a result of a breach by the
receiving party or its Affiliates of its obligations of confidentiality and non-use set forth herein, (b) was available to the receiving party or its Affiliates on a non-confidential basis prior to its disclosure by the disclosing party, or
(c) becomes available to the receiving party on a non-confidential basis from a person other than Constellation Beers or any of its Affiliates. 
 “Confidentiality Agreement” has the meaning assigned to that term in Section 9.6. 
 “confusingly similar” (or “likely to cause confusion”) means, with respect to any use of a Mark or elements of trade dress that are protectable under applicable law, that
such use would be determined to give rise to a likelihood of confusion pursuant to federal trademark law as interpreted and applied in the federal courts in the State of New York. 

“Constellation” has the meaning assigned to that term in the Recitals. 

“Constellation Beers” shall have the meaning assigned to that term in the Preamble, and shall include any assign of
Constellation Beers permitted under Section 8.1 of this Agreement, and in connection with the importation and distribution of Product in the Territory. 
 “Constellation Beers Indemnitees” has the meaning assigned to that term in Section 5.2. 
 “Container” means the bottle, can, keg or similar receptacle in which the Beer is directly placed. 
 “Crown” has the meaning assigned to that term in the Preamble. 

“Crown Sub-License” has the meaning assigned to that term in the Recitals. 

“Crown Trademarks” means those Trademarks evidenced by the following trademark registration numbers 3,584,879 (Crown
Imports) and 3,581,601 (Crown Imports and Design). 
 “Damages” has the meaning assigned to that term in
Section 5.1. 
 “Disagreement Notice” has the meaning assigned to that term in
Section 3.10(b). 
 “Eligible Supplier” means a Person, other than Constellation Beers and Grupo
Modelo, that is capable of manufacturing Importer Products in a manner that meets or exceeds the Quality Standards. 

“Extrade II” has the meaning assigned to that term in the Recitals. 

  
 5 








 “Force Majeure Event” means events or circumstances beyond the reasonable
control of a party that significantly interfere with such party’s ability to manufacture Product at any brewing facility or deliver the Products to the Territory such as such events or circumstances arising from acts of God, strikes, lockouts
or industrial disputes or disturbances, changes in law or governmental regulations, any taking or pending taking in condemnation or under the right of eminent domain or similar right, acts of civil or military authorities, civil disturbances,
arrests or restraint from rulers or people, wars, acts of terrorism, riots, blockades, insurrections, epidemics, blights, plagues, landslides, lightning, earthquakes, fire, storm, weather, floods, washouts, explosions, strikes, the inability to
obtain raw materials, the malfunction or breakdown of any machinery or equipment, the failure or malfunction of any utilities, telecommunications systems or common carriers, any labor, material or fuel shortages, or other physical supply or
distribution constraints. 
 “Grupo Modelo” means Grupo Modelo, S.A.B. de C.V., a sociedad anónima de
capital variable organized under the laws of Mexico, and its Subsidiaries, or any of them. 
 “Importer
Product” means Product or Brand Extension Beer produced in the Brewing Territory by Constellation Beers or on behalf of Constellation Beers or an Affiliate of Constellation Beers by a Supplier pursuant to a Supply Agreement, in each case,
solely for import, distribution and sale, including resale, by Constellation Beers in the Territory. 
 “Interim
Product” means Product supplied to Constellation Beers pursuant to the Interim Supply Agreement. 
 “Interim
Supply Agreement” means that certain Interim Supply Agreement dated as of [•] by and between Grupo Modelo, S.A.B de C.V., and Crown. 
 “law”, unless otherwise expressly stated in this Agreement, includes statutes, regulations, decrees, ordinances and other governmental requirements, whether federal, state, local or of
other authority. 
 “Liability Insurance” has the meaning assigned to that term in Section 5.3.

 “Licensed Copyrights” means all copyrights owned by either Constellation Beers or its Affiliates or Grupo
Modelo, in each case, in and to Marketing Materials and Secondary Marketing Materials, as applicable. 
 “Licensed
Intellectual Property” means the Licensed Copyrights, Licensed Other IP, Licensed Patents and the Trademarks. 

“Licensed Other IP” means any of the following rights, including intellectual property rights, that are owned or
controlled by Grupo Modelo existing as of the date of this Agreement or required to be provided pursuant to this Agreement with respect to Interim Products or Importer Products: (a) the Recipes, (b) the trade secrets and know-how
(including methods and processes), that are used for formulating, manufacturing, producing and packaging Products, (c) protectable elements of the Trade Dress, and (d) the mold designs that may be protectable that are used in the
manufacturing process of Containers for the Products for import, distribution and sale in the Territory. 

  
 6 








 “Licensed Patents” means all patents and any pending patent applications,
if any, that are (a) owned as of the date of this Agreement by Grupo Modelo entities that are engaged in brewing, bottling or packaging of Products for distribution in the Territory (including divisions, continuations, continuations-in-part,
extensions and reissues claiming priority to any of the foregoing patents or patent applications), and (b) practiced as of the date of this Agreement by Grupo Modelo in the formulation, manufacture, production or packaging of Products for
distribution in the Territory. 
 “Marcas Modelo” has the meaning assigned to that term in the Preamble.

 “Marketing Materials” means sales collateral, promotional materials, advertisements, slogans, taglines,
developed by either Constellation Beers or its Affiliates or Grupo Modelo, whether or not works of authorship, registered or unregistered, used in conjunction with the advertising, promotion and marketing of Products in the Territory, provided,
however, that “Secondary Marketing Materials” are not included therein. 
 “Marks” means any and all
trademarks, service marks, trade names, taglines, company names, and logos, including unregistered and common-law rights in the foregoing, and rights under registrations of and applications to register the foregoing. 

“Membership Interest Purchase Agreement” has the meaning assigned to that term in the Recitals. 

“Mexican-style Beer” means any Beer bearing the Trademarks that does not bear any trademarks, trade names or trade dress
that would reasonably be interpreted to imply to consumers in the Territory an origin other than Mexico. 
 “Modelo
Group” means Grupo Modelo and all Persons that, now or in the future, are related to Grupo Modelo by virtue of Grupo Modelo’s direct or indirect share ownership in such Person, and any Affiliates thereof, and ABI, Anheuser-Busch
Companies, LLC, Anheuser-Busch International, Inc., Anheuser-Busch International Holdings, LLC, and any of their respective Affiliates. 
 “Modelo Indemnitees” has the meaning assigned to that term in Section 5.1. 
 “Non-Exclusive Trademarks” means those Trademarks evidenced by the trademark registrations and applications described in Exhibit F to this Agreement. 

“Original Agreement” has the meaning assigned to that term in the Preamble. 

“Packaging” means cases, cartons or the like into which Containers may be placed, or other packaging into which such
cases, cartons or the like themselves may be placed for transport, shipping or display, or delivery to consumers. 

“Parent Product” means a Product bearing a Parent Trademark. 

“Parent Trademark” means a Trademark from which a Brand Extension Mark is derived. 

  
 7 








 “Permitted Corporate Reference” has the meaning assigned to that
term in Section 2.5(b). 
 “Person” means any individual, corporation, partnership, limited
partnership, limited liability company, joint venture, syndicate, sole proprietorship, a company with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal representative, regulatory body or
agency, government or governmental agency, authority or entity, however designated or constituted. 
 “Product”
means Beer packaged in Containers bearing one or more of the Trademarks. 
 “Qualified Brewmaster” means a
brewmaster that is independent and impartial and recognized in the Beer brewing industry for his or her expertise relating to the subject matter at issue. 
 “Quality Default” means either (a) a defect in a Product or Packaging, or (b) a deviation from the intended recipe and taste formula or Technical Specifications for any Product
which causes an adverse change in intended taste, consistency or mouth feel of the Product, in each case, that would reasonably be perceptible by a consumer. 
 “Quality Default Cure Failure” has the meaning assigned to that term in Section 3.10(a). 
 “Quality Default Cure Failure Notice” has the meaning assigned to that term in Section 3.10(a). 
 “Quality Default Notice” has the meaning assigned to that term in Section 3.10(a). 
 “Quality Standards” with respect to the Beer, means that such Beer is consistently produced pursuant to the Recipe and Technical Specifications for such Product without a Quality Default;
provided, however, that in all cases the Product, including physical and sensory characteristics of such Product, shall be merchantable, meet any applicable regulatory standards, and shall be free from microbiological defects and defects in aroma,
flavor or appearance, such that such Importer Product would not be deemed to be defective by a Qualified Brewmaster. With respect to Containers, “Quality Standards” means that they are merchantable, meet any applicable regulatory
standards, and are sufficient to contain, ship and store Product for the requisite planned period as set out in Section 3.3. 
 “Recipe” means the description and measure of ingredients, raw materials, yeast cultures, formulas, brewing processes, equipment, and other information that is reasonably necessary for a
brewmaster to produce a particular Beer and includes any Recipe for a Product existing as of the date hereof and any Recipe delivered by either party to the other party under this Agreement, or otherwise used or developed in compliance with this
Agreement, after the date hereof. 
 “representatives” means, with respect to Marcas Modelo, any employee or
agent of Marcas Modelo, but excluding any employee or agent involved in the marketing, sale, production or pricing of Beer in the Territory for the Modelo Group. 

  
 8 








 “Secondary Marketing Materials” means images, photography, displays,
slogans, taglines which do not employ the Trademarks or the Trade Dress; for clarity, event promotional materials, colors of displays and the like shall be considered “Secondary Marketing Materials.” 

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company,
trust, estate or other Person of which (or in which), directly or indirectly, more than fifty percent (50%) of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors,
managers or others performing similar functions of such entity (irrespective of whether at the time capital stock of any other class or classes of such entity shall or might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such partnership, joint venture or limited liability company or other Person or (c) the beneficial interest in such trust or estate is at the time owned by such first Person, or by such first Person and one
(1) or more of its other Subsidiaries or by one (1) or more of such Person’s other Subsidiaries. 

“Supplier” means an Eligible Supplier that has entered into a Supply Agreement with Constellation Beers. 

“Supply Agreement” means an agreement that complies with the requirements set forth in this Agreement between
Constellation Beers and an Eligible Supplier for such Eligible Supplier to manufacture, bottle or package Importer Products. 

“Technical Specifications” means those technical specifications used by or on behalf of Marcas Modelo or any of its
Affiliates with respect to the manufacture, bottling and packaging of Importer Products or Interim Products as may be amended from time to time as permitted in this Agreement. It shall not be considered a breach hereof if technical specifications
and processes are changed to equivalent technical specifications and processes, so long as the resulting technical and chemical attributes of the Products resulting therefrom do not impair the finished product, as would be determined by a reasonable
Qualified Brewmaster. 
 “Territory” means the fifty states of the United States of America, the District of
Columbia and Guam. 
 “Third Party” means a Person other than Marcas Modelo and its Affiliates and other than
Constellation Beers and its Affiliates. 
 “Trade Dress” means the print, style, font, color, graphics, labels,
packaging and other elements of trade dress (including Bottle Designs or other Container designs) that are (a) used on or in connection with Products as of the date hereof (including the Bottle Designs as of the date hereof for Corona, Negra
Modelo and Modelo Especial), or (b) permitted pursuant to this Agreement after the date hereof to be used in connection with the marketing, merchandising, promotion, advertisement, licensing, distribution and sale of Products in the Territory.

 “Trademarks” means those trademarks evidenced by the trademark applications and registrations described in
either Exhibit B or in Exhibit D to this Agreement, as such Exhibits may be amended or supplemented from time to time in accordance with this Agreement. 

  
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 “Transition Period” means (a) for Packaging, a period not to exceed
eighteen (18) months after the date of this Agreement, and (b) for Containers, a period not to exceed twelve (12) months after the date of this Agreement. 
 “USPTO” means the United States Patent and Trademark Office. 

“West Coast Importer Agreement” means the importer agreement, dated as of November 22, 1996, by and between Barton
and Extrade, S.A. de C.V., as amended. 
 1.2 Construction 

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using
the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the
terms “Article,” “Section,” “Schedule” or “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of this Agreement, unless otherwise specifically stated; (v) the words “include”
or “including” shall mean “include, without limitation” or “including, without limitation;” and (vi) the word “or” shall be disjunctive but not exclusive. 

(b) Unless the context otherwise requires, references to agreements and other documents shall be deemed to include all subsequent
amendments and other modifications thereto. 
 (c) Unless the context otherwise requires, references to statutes shall include
all regulations promulgated thereunder and, except to the extent specifically provided below, references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the
statute or regulation. 
 (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement is the joint drafting product of the parties hereto and each provision has been subject to negotiation and agreement and shall not be
construed for or against any party as drafter thereof. 
 (e) All amounts in this Agreement are stated and shall be paid in
United States dollars. 
 ARTICLE II 
 GRANT OF LICENSE; INTELLECTUAL PROPERTY; SUPPLY 
 2.1 Licenses.

 (a) Trademarks. Subject to the terms and conditions of this Agreement, Marcas Modelo hereby grants, on behalf of
itself and Grupo Modelo, to Constellation Beers an irrevocable, exclusive, fully paid-up, sub-license to use the Trademarks solely in connection with: (i) importing, advertising, promoting, marketing and selling Importer Products and Interim
Products in the Territory; (ii) the application of the Trademarks to Importer Product in the course 

  
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of manufacturing, bottling and packaging of Importer Products in the applicable Brewing Territory (which foregoing rights with respect to manufacturing, bottling and packaging are, for clarity,
non-exclusive) solely for importation, distribution and sale, including resale, of such Importer Products by Constellation Beers in the Territory; (iii) distributing in the Territory collateral sales and promotional materials for Importer
Products and Interim Products in the Territory (which foregoing rights with respect to importation, distribution and sale in the Territory are exclusive); and (iv) distributing in the Territory other items to be marketed and sold or provided
without charge to consumers in conjunction with the advertising, promotion and marketing of Importer Products and Interim Products in the Territory. Any use of the Trademarks shall be subject to the provisions of Section 2.4 of this
Agreement. Marcas Modelo represents and warrants to Constellation Beers that Marcas Modelo has full authority and right to grant the sub-licenses to Constellation Beers as set forth in this Agreement. For the purposes of this Agreement, it is
understood that the use by Constellation Beers of the Trademarks in connection with advertising and promotional material as authorized under this Section 2.1 that may be accessible to Persons residing outside the Territory, (such as the
use in a Uniform Resource Locator (URL), domain or similar future electronic address or on an internet site or in a periodical that may have some distribution outside the Territory or use with respect to any Facebook® page, Twitter® account, Pinterest® account
or similar social media, telephone numbers, or other means of directing marketing or sales of Product in the Territory which may contain the Trademarks, whether such means are now known or developed in the future), shall not be a violation of this
Agreement provided that: (a) the media chosen is not primarily directed to Persons residing outside the Territory or chosen with the intent of communicating with Persons residing outside the Territory as in the case of a website with an address
indicating a source in a foreign country (e.g. .ca) or a periodical that is primarily distributed to Persons outside the Territory; and (b) Constellation Beers is in compliance with Section 2.12(f) below. Notwithstanding anything
set forth in this Agreement, Constellation Beers shall have the right to use in the Territory or Brewing Territory the name “Crown” and the Crown Trademarks as its corporate or trade name for the purposes of identifying itself in print (or
any other visually perceptible medium) in each case accompanied by an appropriate corporate identifier such as “Crown Imports LLC” (which use in association with products must also include a designation of the product as having been
“bottled by”, “produced by”, “hecho”, or “imported by” or the like by such company), as required by law or regulation, or for purposes of government filings, corporate annual reports and other uses that would
constitute “fair use” under applicable trademark law, provided, however, in each case, that Constellation Beers shall not, and shall cause its Affiliates not to, use the word “Crown” or the Crown Trademarks in any form or
combination as a product brand name for a Beer. 
 (b) Licensed Other IP. Subject to the terms and conditions of
this Agreement, Marcas Modelo hereby grants, on behalf of itself and Grupo Modelo, to Constellation Beers an irrevocable, fully paid-up sub-license to use the Licensed Other IP solely in connection with (i) importing, advertising, promoting,
marketing and selling Importer Products and Interim Products in the Territory; (ii) manufacturing, bottling and packaging of Importer Products in the applicable Brewing Territory, solely for distribution and sale, including resale, of such
Importer Products by Constellation Beers in the Territory; (iii) distributing in the Territory collateral sales and promotional materials for promotion of Importer Products and Interim Products for sale in the Territory; and
(iv) distributing in the Territory other items to be marketed and sold or provided without charge to consumers in conjunction with the advertising, promotion and marketing of Importer Products and Interim Products in the Territory. The license
rights granted in clause (ii) of this Section 2.1(b) shall be non-exclusive and the license granted in clauses (i), (iii), and (iv) of this Section 2.1(b) shall, subject to Sections
2.5(a) and 2.5(b), be exclusive solely in the Territory. 

  
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 (c) Licensed Patents. Subject to the terms and conditions of this
Agreement, Marcas Modelo hereby grants, on behalf of itself and Grupo Modelo, to Constellation Beers an irrevocable, fully paid-up license or sub-license (as applicable) under the Licensed Patents (i) to make, have made (by Suppliers in
accordance with this Agreement) and use Importer Products in the applicable Brewing Territory, and (ii) to sell (directly and/or indirectly), offer to sell, import and otherwise dispose of Interim Products and Importer Products in the
Territory. The license rights granted in clause (i) of this Section 2.1(c) shall be non-exclusive and the license granted in clause (ii) of this Section 2.1(c) shall be exclusive solely in the
Territory. 
 (d) Licensed Copyrights. 
 (i) Subject to the terms and conditions of this Agreement, Marcas Modelo hereby grants, on behalf of itself and Grupo Modelo, to Constellation Beers an irrevocable, exclusive, fully paid-up license or
sub-license (as applicable) under the Licensed Copyrights owned by Grupo Modelo in the Territory to copy, modify, create derivative works of, publicly display and distribute Marketing Materials or Secondary Marketing Materials existing at the time
of entering into this Agreement to the extent that they may have been transferred by or on behalf of Crown to Grupo Modelo under the Original Agreement, in each case solely in connection with the marketing, promotion and sale of Importer Products
and Interim Product in the Territory. 
 (ii) Subject to the terms and conditions of this Agreement, Constellation Beers hereby
grants to Marcas Modelo and its Affiliates an irrevocable, exclusive, fully paid-up license or sub-license (as applicable) under the Licensed Copyrights owned by Constellation Beers or its Affiliates outside of the Territory to copy, modify, create
derivative works of, publicly display and distribute Marketing Materials and Secondary Marketing Materials existing as of the date of this Agreement, in each case solely in connection with the marketing, promotion and sale of Products outside of the
Territory. 
 (e) Constellation Use of “Modelo”. Constellation Beers shall have the right to use the term
“Cerveceria Modelo” or any derivation thereof (i) in the Territory as such term is included in the Trademarks or Trade Dress as currently existing (or to substitute for uses of “Grupo Modelo” in the Trademarks and Trade
Dress currently used in the Products), (ii) for the purposes of identifying in print (or any other visually perceptible medium) that Importer Products marketed and sold in the Territory have been “bottled by”, “produced by”,
“made by”, “hecho”, “imported by” of the like by “Cerveceria Modelo, and (iii) as the fictitious name or “d/b/a” for its brewery located in Mexico, in each case, (1) only in connection with the
exercise of the licenses granted in this Section 2.1, and (2) provided that such use is not likely to cause confusion with the uses described in Section 2.5(b). Marcas Modelo will reasonably cooperate at the cost of
Constellation Beers in reasonable requests of Constellation Beers to establish the rights identified in the foregoing clauses (i) through (iii) of this Section 2.1(e). All rights set forth in this Section 2.1(e) are provided on
an “AS IS” basis without any warranty of any kind, express or implied, including as to the sufficiency of rights or the compliance of any exercise of such rights with applicable laws. Constellation will use reasonable efforts to wind-down
all uses of the term 

  
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“Grupo Modelo” or “Modelo Group” as soon as reasonably practicable after the date of this Agreement and shall ceases all such uses in connection with any Beer products
marketed or sold in the Territory within the Transition Period. Nothing in this Agreement shall prevent Constellation Beers from using “Cerveza Modelo” or derivatives thereof in the promotion or sale of Importer Products in the Territory.
Constellation Beers shall have the right to use “Cerveza Modelo” or any derivation thereof. Notwithstanding the foregoing, and except during the Transition Period, the name “Cerveceria Modelo” or “Cerveceria del
Pacifico” will be used only as a trade name and not with any foreign corporate identifier such as “S.A. de C.V. – Mexico” or “S.A” or other such identifier that may be likely to cause confusion with the brewery entity
owned by Grupo Modelo. 
 (f) Chelada Trademarks. Notwithstanding Section 2.1(a), Constellation Beers
acknowledges and agrees that it is in the mutual interests of the parties to avoid the potential for consumer confusion arising from the use of similar Marks, and absent any change, there may be a potential for confusion with respect to the Chelada
Trademarks and certain existing Marks of the Modelo Group. Accordingly, Constellation Beers agrees that it will as soon as reasonably practicable after the date of this Agreement, but in any case within the Transition Period, cease all use of the
Chelada Trademarks in their existing form including on labels and other Containers for Products, provided that, Constellation Beers may adopt or use Trademarks evidenced in the Chelada Trademarks that do not contain a depiction of the glass in the
background of those Trademarks, and at the discretion of Constellation Beers, it may file and maintain applications for such registrations so modified. 
 (g) Non-Exclusive Trademarks. Notwithstanding Section 2.1(a), the rights of Constellation Beers under Section 2.1(a) shall be deemed to be non-exclusive right respect
to the Non-Exclusive Trademarks, and Marcas Modelo shall retain the right to use and sublicense the Non-Exclusive Trademarks or otherwise refer to the terms “Familiar”, “Cinco” or “Cinco De Mayo” or similar terms for
any purpose including in connection with the marketing, promotion, distribution and sale of Beer in the Territory. 
 (h)
Materials. For avoidance of doubt, Constellation Beers shall have the right to purchase raw materials, including recipe ingredients and Containers, anywhere in the world so long as they comply with the Quality Standards; provided, that
the actual brewing and bottling of Importer Product shall take place in the applicable Brewing Territory in accordance with the terms and conditions of this Agreement. 
 (i) Certain Trade Names. In connection with the exclusive license granted in Section 2.1(a) above, Marcas Modelo and any other member of the Modelo Group shall not use in the
Territory any Trademark as a corporate or trade name in connection with the importation, sale, distribution or marketing of Beer in the Territory, except as permitted in Section 2.5(b) below, and, further, Marcas Modelo or any of its
Affiliates may not use any Abandoned Trademark on any Beer marketed or sold in the Territory in a manner which is likely to cause confusion. 
 2.2 Changes to Recipes. 

  
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 (a) Should Marcas Modelo or Grupo Modelo make any reasonably perceptible change to any
Recipe for any Product or Brand Extension Beer marketed in Mexico or Canada, Marcas Modelo will notify Constellation Beers that a change has been made and, at the request of Constellation Beers, Constellation Beers may (but shall not be obligated
to) adopt such new or changed Recipe and, if Constellation Beers so elects, the new or changed Recipe and the Licensed Other IP with respect to such Recipe will be added to the licenses granted in Section 2.1 of this Agreement, at no
additional cost or charge to Constellation Beers. 
 (b) Should Constellation Beers or any of its Affiliates make any reasonably
perceptible change to any Recipe for any Brand Extension Beer marketed in the Territory, Constellation Beers will notify the Marcas Modelo that a change has been made and, at the request of Marcas Modelo, Marcas Modelo may (but shall not be
obligated to) adopt such new or changed Recipe and, if Marcas Modelo so elects, the new or changed Recipe and the Licensed Other IP with respect to such Recipe will be deemed to be licensed by Constellation Beers to Grupo Modelo on the same terms as
the grants to Constellation Beers under Section 2.1, provided that the Territory for such license shall be for production worldwide solely for distribution of product outside of the Territory. For clarity, nothing in this
Section 2.2 or otherwise in this Agreement shall be construed as authorizing Constellation Beers to make any change to the Recipe for any existing Product. 
 2.3 Amendment of Trademark Exhibits. Exhibit B and Exhibit D shall be amended to reflect any Marks (including Brand Extension Marks) added to or removed from or deemed to be
added to or removed from Exhibit B or Exhibit D pursuant to the terms of this Agreement (including the addition of Trademarks in accordance with Section 2.8(b), the removal of Trademarks in accordance with
Section 2.8(c), and the removal of Trademarks associated with brands abandoned by Constellation Beers as set forth in Section 2.14). 
 2.4 Acceptable Trademark Use. 
 (a) Form of Trademarks.
Constellation Beers may not use or allow the use of any of the Trademarks, including use on labels, packaging, promotional materials, displays and in advertising and promotion, except in a form, color, style and appearance reasonably consistent with
the applicable Brand Guidelines. 
 (b) Prior Use. Subject to Section 2.4(a), for purposes of this Agreement,
(i) any materials supplied by or on behalf of Marcas Modelo to Constellation Beers bearing any of the Trademarks for use in connection with the performance of this Agreement and Importer Agreement or the Original Agreement, (ii) any
materials previously used by Crown or Barton with the knowledge of Grupo Modelo, including pursuant to the West Coast Importer Agreement, the Modelo Sub-license Agreement, and/or the Pacifico Sub-license Agreement by and between Procermex, Inc. and
Barton dated November 22, 1996, and (iii) any materials previously used by Crown with the knowledge of Grupo Modelo pursuant to the Original Agreement and Importer Agreement, shall be deemed to comply with the terms and conditions of this
Agreement for ordinary use in the performance of this Agreement. 
 2.5 Retained Rights and Obligations of Marcas
Modelo. 

  
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 (a) Notwithstanding Section 2.1, Marcas Modelo may use and may grant
sub-licenses to use the Trademarks in the Territory in connection with (i) existing sponsorship activities, including any promotion, marketing or advertising of the Importer Products and Interim Products in the Territory that Marcas Modelo or
its Affiliates is required to conduct pursuant to an agreement with a Third Party in effect on the date hereof until such agreement is terminated or expires in accordance with its terms, (ii) global sponsorship and worldwide promotional
activities, including any internet-based or social media promotion, marketing or advertising of the Importer Products and Interim Products, as long as such activities are not primarily directed to Persons in the Territory, even if such activities
involve advertising and other similar content that may be located in the Territory or accessible to Persons residing in the Territory, (iii) distributing or otherwise providing promotional materials or merchandise with charge or merchandise in
the Territory solely in connection with the activities described in clauses (i) and (ii) of Section 2.5(a) above or in connection with contractual commitments of Grupo Modelo existing as of the date of this
Agreement, provided that such contractual commitments are not voluntarily renewed by Grupo Modelo and Marcas Modelo uses commercially reasonable efforts to wind-down and terminate such commitments without incurring liabilities or breaching any
obligation, and (iv) of government filings, corporate annual reports, printed historical references and other print uses that would constitute “fair use” under applicable trademark law. 

(b) Notwithstanding anything set forth in this Agreement, Marcas Modelo and Grupo Modelo shall have the right to use inside the Territory
(i) “Cerveceria Modelo”, or (ii) a corporate name including “Grupo Modelo” , and which in each case is accompanied by an appropriate corporate identifier, such as “Grupo Modelo S.A.de C.V.”, (collectively,
“Permitted Corporate Reference”) for the purposes of identifying themselves in print (or any other visually perceptible medium) (which use in association with products or promotion of products must also include a designation of the
product as having been “bottled by”, “produced by”, “made by”, “hecho”,“imported by” or the like by such company or brewery), so long as such Permitted Corporate Reference is not displayed on a
consumer-facing label of a Container or primary consumer directed panel of Packaging unless required to comply with applicable laws in the Territory, or in a manner likely to cause confusion with respect to the Trademarks. 

(c) Notwithstanding anything set forth in this Agreement, Marcas Modelo or Modelo Group may use the Permitted Corporate Reference,
Trademarks or Trade Dress for purposes of government filings, corporate annual reports, printed historical references and other uses that would constitute “fair use” under applicable trademark law. 

(d) Under no circumstances may “Modelo” be used by Marcas Modelo or any of its Affiliates in any form or
combination as a product brand name for marketing, promotion or sale of Beer in Territory. Notwithstanding anything set forth in this Agreement, Marcas Modelo and its Affiliates may use any Internet domain name (or other, similar or successor
electronic address) or social media (including Facebook® page, Twitter® account, Pinterest® account or the like) containing any of their corporate or trade names or respective Marks, including the Trademarks; provided that: (a) the media chosen is not
primarily directed to Persons residing in the Territory or chosen with the intent of communicating with Persons residing in the Territory or a periodical that is primarily distributed to Persons in the Territory; and (b) Marcas Modelo or Grupo
Modelo are in compliance with Section 2.5(f) below. Marcas Modelo and Constellation Beers shall reasonably cooperate to determine and agree upon in good faith appropriate and 

  
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commercially reasonable policies and procedures for referring to the other party visitors to their respective websites or social media outlets that indicate an interest in the Products in the
territory of the other party with the understanding that (i) online content directed to the marketing or sale of Importer Products to consumers in the Territory would be under the direction of Constellation Beers and (ii) online content
directed to the marketing or sale of Products to consumers outside of the Territory would under the direction of Marcas Modelo. Constellation Beers obtains no right, title, or interest in or to any Marks hereunder other than the Trademarks, and all
rights not granted to Constellation Beers hereunder are hereby expressly reserved. Nothing herein shall preclude Marcas Modelo or any member of the Modelo Group from (A) using any of their respective Marks, other than the Trademarks, for any
purpose or (B) registering or displaying their respective Marks, in each case, other than the Trademarks, in any territory in the world, including the Territory. 
 (e) Marcas Modelo shall, and shall cause Grupo Modelo to, deliver to Constellation Beers copies of tangible embodiments of the Licensed Other IP used as of the date of this Agreement, or as required
pursuant to Section 2.2 hereof, by Marcas Modelo or its Subsidiaries in brewing Product, as reasonably necessary for Constellation Beers to exercise its rights under clause (ii) of Section 2.1(b). Constellation
Beers shall, and shall cause its applicable Affiliates to, deliver to Marcas Modelo copies of tangible embodiments of the Recipes as required pursuant to Section 2.2 hereof as reasonably necessary for Marcas Modelo to exercise its rights
under Section 2.2(b). 
 (f) Marcas Modelo shall not, and shall not permit any member of the Modelo Group to, sell
any Products to any buyers located in the Territory, and shall, and shall cause all members of the Modelo Group, to use commercially reasonable efforts to prevent buyers from reselling such Products in the Territory or in any manner not authorized
by this Agreement (including by not selling to exporters or buyers who are known, or would reasonably be expected, to resell inside of the Territory); for clarity, it shall not be a breach of this Agreement to sell or distribute to cruise lines,
airlines, tour operators and the like located outside of the Territory, so long as the Products are delivered outside of the Territory. 
 (g) Without limiting any rights of the parties at law or in equity, Marcas Modelo shall not, and shall not permit any member of the Modelo Group to, use any Mark in the marketing or promotion of Beer in
the Territory that is confusingly similar with any Trademark (other than any Additional Trademark) or protectable elements of Trade Dress (including the protectable Bottle Designs as of the date hereof for Corona, Negra Modelo and Modelo Especial)
in each case existing as of the date of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit any rights of Anheuser-Busch Companies, LLC, or any of their respective Affiliates operating in the
Territory (other than Grupo Modelo) to use, register or adopt any Mark or trade dress used on or before the date of this Agreement in connection with the marketing, promotion or distribution of Beer in the Territory, or the right of any such
entities to challenge, oppose or assert likelihood of confusion against any Trademark or Trade Dress on the basis of any Mark owned by or activity of such entities; provided, however, that as to Trademarks and Trade Dress of the Products in each
case licensed under this Agreement as of the date of this Agreement, (i) neither Anheuser-Busch Companies, LLC nor any their respective Affiliates shall challenge, oppose or assert likelihood of confusion with respect to existing uses of such
Trademarks and Trade Dress, and (ii) neither Constellation Beers nor any of 

  
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its Affiliates shall challenge, oppose or assert likelihood of confusion on the basis of such Trademarks and Trade Dress against any existing Marks or trade dress of Anheuser-Busch Companies, LLC
or any their respective Affiliates. For clarity, nothing herein shall be construed to prohibit Constellation Beers from bringing in accordance with Section 2.9 an action at law or in equity for infringement under federal trademark law
with respect to any Additional Trademark. 
 (h) For clarity, the supply by Marcas Modelo or its Affiliates of Products pursuant
to the Interim Supply Agreement will not be deemed to be a breach or violation of the terms of this Agreement. 
 2.6
Sub-Licenses of Constellation Beers. 
 (a) Generally. Constellation Beers may grant to its wholesalers,
distributors, promotional agents, vendors, Affiliates, and Suppliers limited sub-licenses of its rights in Section 2.1, in each case only as reasonably necessary for each such sub-licensee to engage in the activity for which it was
engaged by Constellation Beers and solely within the rights authorized by this Agreement. The agreement Constellation Beers routinely uses for any such sub-license of rights shall provide reasonable provisions for the use, protection and maintenance
of the Licensed Intellectual Property in a manner that is consistent with this Agreement, and shall prohibit any further sub-licenses of the Licensed Intellectual Property, and Constellation Beers shall use commercially reasonable efforts to enforce
such agreements. Under no circumstances may any such sub-licensee use the Licensed Other IP or Licensed Patents to manufacture, bottle or package any products for its own account or for anyone other than Constellation Beers, except that where such
sub-licensee is an Affiliate of Constellation Beers, such sub-licensee shall be deemed to be Constellation Beers for purposes of the requirement that Constellation Beers must manufacture, bottle or package Importer Products only for its own account.
For purposes of clarification, Constellation Beers shall have the right to sub-license all of its rights under this Agreement (including the right to grant further sub-licenses) to any other Affiliate of Constellation, provided, that Constellation
Beers notifies Marcas Modelo of any such sub-licenses, such sub-licensee agrees in writing to be bound by all terms and conditions of this Agreement and the sublicensor remains liable for its sub-licensee’s performance under this Agreement.

 (b) Sub-Licenses to Suppliers. The right of Constellation Beers to grant sub-licenses to Suppliers or to any Affiliate
with manufacturing rights or rights to grant sub-licenses to Suppliers under Section 2.6(a) is subject to and conditioned upon Constellation Beers’s compliance with the terms and conditions of this Section 2.6(b).
Constellation Beers agrees to promptly notify Marcas Modelo in advance of any such sub-licenses, the name of the Supplier or Affiliate (as applicable) and the location of its facilities if applicable. Any sub-license granted by Constellation Beers
to a Supplier or Affiliate covered by this Section 2.6(b) shall permit Marcas Modelo sampling and inspection rights consistent with the terms of Section 3.7 for the Importer Products produced by such Supplier. Constellation
Beers shall remain liable to Marcas Modelo for the conduct of all of its Suppliers and Affiliates covered by this Section 2.6(b) that would constitute a breach of this Agreement if done by Constellation Beers, such conduct being deemed a
breach hereof by Constellation Beers. 

  
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 2.7 Limitations on Marcas Modelo. Marcas Modelo agrees that its exercise of
its rights hereunder or otherwise obtained shall provide it with no right to approve the marketing, promotion, advertising used or manufacture by Constellation Beers for Interim Products and Importer Products. Notwithstanding the foregoing, Marcas
Modelo shall be entitled to enforce its rights under this Agreement. 
 2.8 Maintenance of Trademarks and Licensed Other
IP. 
 (a) Existing Registrations and Applications. Marcas Modelo shall (i) pay or cause to be paid all
maintenance fees, and take or cause to be taken such other reasonable administrative actions, in each case, necessary to maintain in force all the registrations in the Territory included in the Licensed Intellectual Property (except with respect to
maintenance fees and administrative actions required to be taken by Constellation Beers pursuant to Section 2.8(b)), and (ii) diligently prosecute any applications for registration included in the Trademarks, Licensed Patents or
with respect to the Licensed Other IP that are pending before the USPTO or other agency in the Territory as of the date hereof. Constellation Beers shall promptly reimburse Marcas Modelo for all reasonable out-of-pocket costs and expenses for the
foregoing, including all maintenance and filing fees and reasonable attorneys’ fees. If Marcas Modelo fails to perform its obligations under this Section 2.8(a), Constellation Beers may take any such actions at its sole cost and
expense, in which case Marcas Modelo will, and will cause any applicable member of the Modelo Group to, reasonably cooperate with Constellation Beers in such actions, at the expense of Constellation Beers. If requested by Constellation Beers, Marcas
Modelo shall, and shall cause any applicable member of the Modelo Group to, designate Constellation Beers as its agent with respect to any of the foregoing maintenance obligations, including the payment of maintenance fees and filing of documents
with the USPTO or other agency in the Territory. 
 (b) New Registrations of Brand Extension Marks. Upon the reasonable
request of Constellation Beers, Marcas Modelo will file with the USPTO or other agency in the Territory applications to register any Marks that constitute Brand Extension Marks that can be so registered, or applications for additional registrations
for any Brand Extension Marks, which applications and registrations shall then be subject to Section 2.8(a), and shall be deemed to be included in the Additional Trademarks. Constellation Beers shall be solely responsible for all
reasonable costs and expenses associated with filing such applications, including all filing fees and reasonable attorneys’ fees, and shall pay such costs directly to the providers or, if paid by Marcas Modelo, shall promptly reimburse Marcas
Modelo for the same. If Marcas Modelo fails to perform its obligations under this Section 2.8(b), or as otherwise approved by Marcas Modelo, Constellation Beers may, to the extent allowed under applicable law, file such applications in
its own name and will promptly thereafter assign them to Marcas Modelo. Constellation Beers will pay all maintenance fees and take such other administrative actions necessary to maintain in force all the registrations in the Territory contemplated
by this Section 2.8(b). Marcas Modelo will, and will cause any applicable member of the Modelo Group to, reasonably cooperate with Constellation Beers in such actions, at the expense of Constellation Beers. If requested by Constellation
Beers, Marcas Modelo shall, and shall cause any applicable member of the Modelo Group to, designate Constellation Beers as its agent with respect to any of the foregoing maintenance obligations, including the payment of maintenance fees and filing
of documents with the USPTO or other agency in the Territory. 

  
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 (c) Status. Marcas Modelo shall keep Constellation Beers reasonably apprised of the
status of all applications and registrations included in Licensed Intellectual Property, and any significant actions with respect thereto, and shall invoice Constellation Beers on a quarterly basis for any costs and expenses required to be
reimbursed by Constellation Beers pursuant to Section 2.8(a) or 2.8(b). Constellation Beers may provide written notice to Marcas Modelo that Constellation Beers no longer wishes to maintain a particular registration or application
included in the Trademarks, in which case Constellation Beers’ and Marcas Modelo’s obligations under Sections 2.8(a) and 2.8(b) will no longer apply to such registration or application, and Exhibit B or Exhibit
D as applicable will automatically be deemed amended to remove such Trademarks. Notwithstanding the removal of any Trademark from Exhibit B or Exhibit D, neither Marcas Modelo nor any member of the Modelo Group shall be permitted
to use such Trademark in the marketing or promotion of Beer in the Territory if such use would be reasonably likely to cause confusion as to the source of Beer marketed with another Trademark included in Exhibit B or Exhibit D.

 2.9 Defending Trademarks. Each party shall, consistently with the provisions of this Agreement, use its
commercially reasonable efforts to protect the Trademarks, the Licensed Patents, Licensed Copyrights, and the Licensed Other IP in the Territory. Each party shall from time to time, as soon as reasonably possible after learning of the facts or law
relating thereto, notify the other party of any federal, state, local or other filing (including any applications for, or renewals of, any trademarks or similar registrations) that Constellation Beers considers to be necessary, appropriate or
advisable to protect the Trademarks, the Licensed Other IP, or other ownership rights with respect to the Products in the Territory. Furthermore, the parties will cooperate and consult in good faith to determine, on a case by case basis, the best
means by which to address any infringement or suspected infringement of the Trademarks in the Territory; provided that Constellation Beers shall have the final right to make determinations of this nature, including commencing or defending
litigation. If reasonably requested by Constellation Beers, or as may be required by a court or agency to permit Constellation Beers to pursue an action, Marcas Modelo shall, and shall cause any member of the Modelo Group to, join as a party to any
such litigation if such joinder is necessary to prosecute Constellation Beers’ claims. In the event that Constellation Beers does not decide to pursue any act that Marcas Modelo deems to constitute infringement or suspected infringement of the
Trademarks in the Territory, it shall give written notice to Marcas Modelo of the same and then Marcas Modelo may pursue such infringement or suspected infringement, at the expense of Marcas Modelo. Constellation Beers shall provide reasonable
cooperation to Marcas Modelo in connection therewith. All damages, paid in settlement or otherwise, shall be distributed as follows, first, pari passu, to pay each of Constellation Beers’s and Marcas Modelo’s reasonable
attorneys’ fees and expenses and then one hundred percent (100%) to Constellation Beers if Constellation Beers choose to pursue the infringement or suspected infringement or one hundred percent (100%) to Marcas Modelo if Constellation
Beers gave written notice that it would not pursue the infringement or suspected infringement and Marcas Modelo pursued such infringement or suspected infringement. 
 2.10 Ownership. (a) Ownership of the Trademarks and of the goodwill associated therewith shall at all times remain in and inure solely to the benefit of Modelo Group, and any trademark
rights or goodwill with respect thereto which may accrue as a result of advertising or sales of Importer Products or Interim Products shall be the sole and exclusive property of Modelo Group. Trademark rights (i) shall include any additions or
modifications to the Trademarks, as well as any slogan, musical composition, name, emblem, symbol, trade dress 

  
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or other device used to identify or refer to Importer Products or Interim Products or any Trademark sub-licensed hereunder, in each case, whether developed, created or used by Constellation Beers
or any of its sub-licensees in the Territory, and (ii) may be used by Modelo Group, by Marcas Modelo or their importers, or their distributors or sub-licensees, according to the terms of this Agreement, in territories other than the Territory,
in addition to the use thereof made by Constellation Beers in the Territory under this Agreement. If any such addition, modification or device is to be separately registered under the laws protecting trademarks, copyrights or other property rights,
it shall be registered only in the name of Modelo Group, and Constellation Beers shall execute such documents as may be necessary to accomplish such registration. 
 (b) Marcas Modelo or Modelo Group shall be deemed to be the exclusive owner of all intellectual property used or developed in connection with this Agreement by Constellation Beers that
(i) incorporates the Licensed Other IP and any derivative works based thereon; (ii) in the absence of this Agreement, would infringe upon or otherwise violate the rights of Marcas Modelo or Modelo Group in the Licensed Other IP under the
laws of the Territory; or (iii) was developed by Constellation Beers based upon Confidential Information belonging to Marcas Modelo or Modelo Group. As between the parties and unless contrary to applicable law, Constellation Beers shall be the
owner of any intellectual property independently developed by Constellation Beers that is not a result of the areas set forth above in clauses (i)-(iii) of this Section 2.10(b). For example, should Constellation Beers
create a type of Container or a functional element of a Container that is not a result of the areas set forth above in clauses (i)-(iii) of this Section 2.10(b), even if such Container or a functional element of a
Container is used with an Importer Product, Constellation Beers shall be the owner of the intellectual property rights with respect to such Container or functional element of such Container. For the avoidance of doubt, nothing herein shall give or
be deemed to give Marcas Modelo or any member of the Modelo Group any rights in or to the Marks or other intellectual property rights that are owned by Constellation or any of its Affiliates unrelated to the subject matter of this Agreement.

 (c) If, for any reason or circumstances, Constellation Beers is deemed under any law or regulation to have acquired any right
or interest with respect to the Licensed Intellectual Property, Constellation Beers hereby assigns and shall, at the request of Marcas Modelo or Modelo Group, promptly execute any document reasonably needed in order for Constellation Beers to
transfer to Marcas Modelo or Modelo Group any and all such rights, titles and interests in and to the Licensed Intellectual Property including the goodwill that they represent and the Licensed Intellectual Property. 

2.11 Derivative Works. Constellation Beers shall acquire no ownership rights in the Licensed Intellectual Property or
derivative works based thereon or any intellectual property deemed to be owned by Marcas Modelo or Modelo Group as a result of this Agreement. Constellation Beers shall, at any time requested by Marcas Modelo or Modelo Group, whether during or
subsequent to the term hereof, disclaim in writing any such property interest or ownership in the Licensed Intellectual Property. 
 2.12 Certain Restrictions. Constellation Beers shall not, either directly or indirectly (and shall cause its Affiliates not, either directly or indirectly, to): 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 (a) establish, form, be an owner of, operate, administer, authorize or control any company, division,
corporation, association or business entity under any name which includes any of the Trademarks, either in whole or part, or under any name which is confusingly similar to the Trademarks or “Grupo Modelo” (other than with respect to
Constellation Beers, “Crown” as described in Section 2.1(a) or as expressly set forth in Section 2.1(e)); 
 (b) (except as expressly authorized by this Agreement) use, adopt, register, or seek to register, or in any other manner claim the ownership of, any Mark or trade dress that includes any of the Trademarks
or that is confusingly similar to any of the Trademarks or Trade Dress (including in connection with Brand Extension Marks); 

(c) use, or authorize any other Person to use, any Trademark or Trade Dress in connection with any Beer or any other good or service other
than an Importer Product or Interim Product, except as expressly permitted by this Agreement; 
 (d) use, or authorize any other
Person to use, Trade Dress for goods or services other than Importer Products for which such Trade Dress are designated for use by Marcas Modelo or otherwise permitted by this Agreement; 

(e) combine a Trademark with any other Mark that is not a Trademark (other than any new Brand Extension Mark); or 

(f) distribute or sell any Products to any buyers located outside the Territory, and to use its commercially reasonable efforts to prevent
buyers from reselling such Products outside the Territory or in any manner not authorized by this Agreement (including by not selling to exporters or buyers who are known or would reasonably be expected to resell outside of the Territory); for
clarity, it shall not be a breach of this Agreement to sell or distribute to cruise lines, airlines, tour operators and the like located within the Territory, so long as the Products are delivered within the Territory. 

2.13 Confusingly Similar Marks. Subject to Section 2.15, Constellation Beers shall not, and shall not permit
any Affiliate or sublicensee to, use or register, any symbol, name, trademark, trade dress or device that is confusingly similar to (a) any Trademark or Trade Dress, or (b) any trademark rights retained by the Modelo Group as of the date
of this Agreement. 
 2.14 Abandonment. (a) If Constellation Beers fails to make any use in commerce (as the
term is defined in 15 U.S.C. § 1127) of a brand with respect to all Trademarks and uses for any period comprising [****], Constellation Beers shall be presumed for purposes of this Section 2.14 to have abandoned its licensed rights
to use those brands in such Trademarks. Marcas Modelo shall give written notice to Constellation Beers of such abandonment and allow Constellation Beers to notify Marcas Modelo of Constellation Beers’s intent not to abandon the Trademarks and
of efforts to use the Trademarks in the future. Should Constellation Beers not reply to such notice from Marcas Modelo within [****] after the date of such notice, Constellation Beers shall be deemed to have abandoned such Trademarks, and the
Trademarks shall be deleted from Exhibit B or Exhibit D hereunder, and all rights of Constellation Beers in and to such Trademarks shall terminate and shall revert to Marcas Modelo or its designee. 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 
Notwithstanding the removal of any Trademarks from Exhibit B or Exhibit D, neither Marcas Modelo nor any member of the Modelo Group shall be permitted to use such Trademark in the
Territory if such use would be reasonably likely to cause confusion with another Trademark included in Exhibit B or Exhibit D. 
 (b) If Marcas Modelo, and all other members of the Modelo Group, fail to make any use in commerce (as that term is defined in 15 U.S.C. §1127) in all jurisdictions outside of the Territory of a
brand with respect to all Trademarks and uses for any period comprising [****], Marcas Modelo shall be presumed for purposes of this Section 2.14 to have abandoned its rights in such Trademarks in the Territory. Constellation Beers shall
give written notice to Marcas Modelo of such abandonment and allow Marcas Modelo to notify Constellation Beers of Marcas Modelo’s intent not to abandon the Trademarks and its efforts to use such Trademarks in the future outside of the
Territory. Should Marcas Modelo not reply to such notice from Constellation Beers within [****] after the date of such notice, Marcas Modelo shall be deemed to have abandoned such Trademarks in the Territory, and Constellation Beers shall have the
right to request that Marcas Modelo assign, and, upon such request, Marcas Modelo shall assign, or cause the applicable member of the Modelo Group to assign, its right, title, and interest in the Territory in and to the applicable Trademarks to
Constellation Beers at no cost to Constellation Beers other than payment of any required assignment fee charged by a governmental authority. 
 2.15 Brand Extension Marks and Brand Extension Beers. Subject to the terms, conditions and licenses herein: 
 (a) Constellation Beers Brand Extension Marks. Constellation Beers may, without the prior consent of Marcas Modelo, adopt new Brand Extension Marks that are not confusingly similar to any
trademarks (excluding the Trademarks) owned by Marcas Modelo or its Affiliates at the time of such proposed adoption, and concomitant accompanying new trade dress that is not confusingly similar to any trade dress including containers (excluding the
Trade Dress) owned by Marcas Modelo or its Affiliates at the time of such proposed adoption, solely for (i) the manufacturing, bottling, and packaging of Mexican-style Beer and importing, advertising, marketing and selling such Beer in the
Territory and (ii) distributing of related collateral sales and promotional materials therefor and other items to be marketed and sold or provided without charge to consumers in conjunction with such Beer in the Territory. Provided that they
meet the requirements of the foregoing sentence, such Brand Extension Marks shall be deemed Additional Trademarks and Trade Dress for purposes of this Agreement (including Sections 2.8, 2.9, and 2.10). Constellation Beers shall
have the right to determine in its sole discretion the Beer Recipe it uses for each new Brand Extension Beer, which Beer Recipes may be variations or derivatives of Recipes of then-existing Products or entirely new Recipes, provided that such
Recipes meet the Quality Standards. 
 (b) Modelo Brand Extension Marks. Constellation Beers may, upon [****] prior
written notice to Marcas Modelo and solely for the manufacturing, bottling, and packaging of Mexican-style Beer in the Brewing Territory and importing, advertising, marketing and selling such Beer in the Territory and distributing of related
collateral sales and promotional materials therefor and other items to be marketed and sold or provided without charge to consumers in conjunction with such Beer in the Territory, notify Marcas Modelo that it wishes to adopt a Brand 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 
Extension Mark created after the date of this Agreement by Marcas Modelo or Grupo Modelo and used by Grupo Modelo in Mexico for the manufacturing, bottling, packaging or selling of Mexican-style
Beer. Within [****] following receipt of such notice, Marcas Modelo shall discuss with Constellation Beers whether to grant such rights to Constellation Beers and if so the terms and conditions of any such grant. For clarity, it is expressly
understood and agreed that nothing in this Section 2.15(b) shall prevent Constellation Beers from adopting and using in the Territory as a Constellation Beers Brand Extension Mark any Modelo Brand Extension Mark so long as such adoption
and use (i) complies with the provisions of Section 2.15(a) and (ii) does not infringe any intellectual property rights of the Modelo Group in the Territory. 

(c) Distilled Spirits. Notwithstanding anything to the contrary herein, Constellation Beers shall not adopt a Brand Extension Mark
that adopts, refers to or incorporates the name of any type of distilled spirit (such as Corona Tequila). Constellation Beers shall not use any distilled spirits as an ingredient in any Recipe for a Brand Extension Beer, unless included in a Recipe
provided by, or required to be provided by, Marcas Modelo under this Agreement. 
 (d) Bottle Design. Constellation Beers
may use a Parent Product’s Bottle Design (or other Container design) for any related Brand Extension Beer subject to and in accordance with the terms of this Agreement. 
 (e) Ownership. For the avoidance of doubt, Constellation Beers agrees that any and all Trademarks and Trade Dress related to any Brand Extension Beer manufactured, bottled and packaged by or on
behalf of Constellation Beers hereunder shall be owned by Modelo Group, and Constellation Beers hereby assigns the foregoing to Marcas Modelo. 
 2.16 Changes to Form, Trademarks, Containers, Bottle Designs, Trade Dress or Recipes by Marcas Modelo. With respect to an Importer Product existing at the date of this Agreement, and subject
to this Section 2.15(b), Marcas Modelo may from time to time propose by written notice to Constellation Beers (a) reasonable changes in the approved form or use of the associated Trademarks, (b) reasonable changes to applicable
Containers, Bottle Designs or Trade Dress, (c) an addition of a new Mark to Exhibit B as an Additional Trademark for use with such Importer Product, or (d) a change the Recipe for such Importer Product (other than a change of Recipe
described in Section 2.2(a) above), in each case, in order to make such existing Importer Product more consistent with Products produced and sold outside of the Territory. Within a reasonable time following Constellation Beers’
receipt of such notice, the parties shall discuss whether such changes or additions are mutually agreeable, and if acceptable, the terms and conditions of this Agreement shall govern such changes, provided that it is expressly understood and agreed
that nothing in this Agreement, other than Section 2.4(a) and Section 2.17, shall prevent Constellation Beers from adopting and using in the United States any such change in Form, Trademark, Container, Bottle Design, Trade Dress or Recipe,
so long as the adoption and use does not constitute trademark infringement or copyright infringement under applicable laws. 

  
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 2.17 Changes to Form, Trademarks, Containers, Bottle Designs, Trade Dress or Recipes
by Constellation Beers. Subject to Section 2.15, and with respect to Products existing at the time of entry into this Agreement (or additional Recipes provided by Marcas Modelo under Section 2.2), Constellation Beers may
from time to time propose by written notice to Marcas Modelo (a) reasonable changes in the approved form or use of the associated Trademarks, (b) reasonable changes to Containers, Bottle Designs or Trade Dress of the Products, (c) the
addition of a new Mark to Exhibit B as an Additional Trademark for use with such existing Importer Product, or (d) a change to the Recipe for such Importer Product. Constellation Beers shall not implement any changes or additions of the
type described in the foregoing clauses (a), (b), (c) or (d) without the prior written consent of Marcas Modelo; provided, however, that (i) for the avoidance of doubt, changes in the Recipe of Constellation Beers Brand Extension
Beers shall not require such the consent of Marcas Modelo and (ii) Constellation Beers may adopt and use a new Container for a Product different in size, shape or materials from the Container in effect for such Product on the date hereof, but
if such new Container is a glass bottle derived from an original glass Bottle Design of a Product (e.g., a smaller version of a glass bottle for Product sold under a CORONA Trademark), such new glass bottle Container shall reasonably conform to such
original glass bottle Container in form, shape and proportion as closely as reasonably practicable (taking into account the change in size, shape or materials). It is expressly understood that consent of Marcas Modelo shall not be required for
Packaging used by Constellation Beers to contain, ship, store or display containers for any Product. 
 2.18 Abandoned
Trademarks. Within a reasonable time following the date of this Agreement, Marcas Modelo shall allow, or cause its applicable member of Grupo Modelo to allow, the Abandoned Trademarks to be abandoned, lapse or otherwise expire. Constellation
Beers agrees promptly following the date of this Agreement to make commercially reasonable efforts to wind-down its use of the Abandoned Trademarks including in connection with promotional materials and product labels that may include such Abandoned
Trademarks. Within the Transition Period, Constellation Beers shall cease, and shall cause its Affiliates to cease, all use of the Abandoned Trademarks. 
 2.19 Confirmation. At the reasonable request of Constellation Beers, Marcas Modelo will provide documentation reasonably required by Constellation Beers for its tax or similar purposes
demonstrating that Marcas Modelo has the necessary rights, as between Marcas Modelo and other members of Grupo Modelo, to grant the rights it purports to grant herein. 
 ARTICLE III 
 QUALITY CONTROL 

3.1 Marketing Standards. To protect the reputation and strength of the Trademarks and the goodwill associated with each
Trademark, Constellation Beers shall: (a) always use the Trademarks in connection with the marketing and sale of Importer Products and Interim Products, and other activities with respect to the Trademarks, in a manner reasonably consistent with
the requirements with respect to form, color, style and appearance of the applicable Brand Guidelines (and Constellation Beers shall reasonably consider and take into account the goodwill associated with the Trademarks in making any material changes
to the other aspects of the Brand Guidelines such as strategic marketing), and (b) use and/or reproduce 

  
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the Trademarks in accordance with all applicable laws, rules, and regulations. Further, Constellation Beers shall not do any willful or intentional act which would damage the image of the
Products in the Territory, and shall refrain from taking any act which disparages, discredits, dishonors, reflects adversely upon, or in any other manner materially harms the Trademarks, or the goodwill associated therewith. Additionally, with
respect to Importer Products and Interim Products, Constellation Beers shall comply with the Advertising and Marketing Code of the Beer Institute, as it may be amended from time to time. 

3.2 Merchandise and Advertising Materials. Constellation Beers shall, and shall cause its Affiliates and sub-licensees to,
ensure that any merchandise or advertising item that bears any Trademark is of sufficient quality so as not to disparage, discredit, dishonor, reflect adversely upon, or in any other manner materially harm the Trademarks, or the goodwill associated
therewith. Notwithstanding the foregoing, Marcas Modelo shall not have the right to approve or disapprove of advertising created by Constellation Beers. 
 3.3 Importer Products. Constellation Beers shall, and shall cause its Suppliers to, comply with the quality standards in this Article III for Importer Products. Constellation Beers
shall, and shall cause its Suppliers to, ensure all Importer Products are manufactured, bottled and packaged in accordance with the applicable Quality Standards. Other than as set forth in this Agreement, Constellation Beers shall not, and shall
cause its Suppliers not to, alter the Trademarks, Containers, Bottle Designs or Recipe for any Importer Product. To the extent that a Recipe or Technical Specification specifies any particular ingredients, raw materials, yeast cultures, formulas,
brewing processes or equipment or other items, Constellation Beers and its Suppliers may use functional substitutes or replacements for the foregoing that do not change the finished product, as would be determined by a reasonable Qualified
Brewmaster. All Importer Products shall be manufactured and imported in a manner reasonably designed to assure they remain suitable for resale and consumption for a period of no less than one hundred eighty (180) days from the date of
production. 
 3.4 Brand Extension Beers. With respect to each Modelo Brand Extension Beer constituting an
Importer Product, Constellation Beers shall, and shall cause its Suppliers to, follow the Brand Guidelines of any Parent Products and Parent Trademarks, respectively, to the extent that they are applicable, in manufacturing, bottling and packaging
any such Brand Extension Beer. With respect to each Constellation Brand Extension Beer constituting an Importer Product, Constellation Beers shall, and shall cause its Suppliers to, create applicable Brand Guidelines therefor compliant with the
requirements of Section 2.15(a) and applicable quality standards. Any such Brand Extension Beer (whether Modelo or Constellation) must be of a quality equal to or higher than the Quality Standards. 

3.5 Packaging. Constellation Beers shall, and shall cause its Suppliers to, package Beer that is produced pursuant to this
Agreement only in a box, carton, wrap or similar item that contains other Products. Constellation Beers may include any number of bottles or cans in any particular box or carton. 

3.6 Samples. In order to verify compliance with the quality standards for Importer Products set forth in this Article
III, Constellation Beers shall, and shall cause its Suppliers to, at its own cost submit to Marcas Modelo, no more frequently than once per 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 
calendar quarter, (a) a reasonable number of representative samples of Importer Products, including the Containers thereof, and any promotional products or any packaging or other materials
bearing any Trademark used in marketing, merchandising, promoting, advertising (including sponsorship activities in connection with the foregoing), licensing, distributing or selling Importer Products in the Territory, and (b) compliance data
that is reasonably necessary in order for Marcas Modelo to verify that Importer Products materially comply with applicable Quality Standards. 
 3.7 Inspection. Upon reasonable advance notice, not more than twice per year (or in the event of a recall or withdrawal pursuant to Section 3.9, more frequently until the issues
giving rise to such events are reasonably resolved) and subject to the reasonable confidentiality requirements of Constellation Beers, (a) Marcas Modelo or its representatives shall have the right, during regular business hours, to inspect the
plants and facilities where Importer Products are manufactured, bottled, packaged, stored, or distributed, and (b) Constellation Beers shall, and shall cause its Suppliers to, make their respective representatives reasonably available to Marcas
Modelo or its representatives, as may be reasonably necessary for Marcas Modelo or any of its representatives to adequately review the quality of the manufacturing, bottling, packaging, storage or distribution of Importer Products. 

3.8 Brewmaster. Constellation Beers shall, and shall cause its Suppliers to, employ or otherwise retain the services of
(a) a qualified brewmaster to be responsible for supervising and directing the production, manufacturing, bottling and packaging of Importer Products and (b) a Person responsible for the systems, and compliance, to ensure appropriate
quality procedures and control for the production, manufacturing, bottling and packaging of Importer Products. 
 3.9
Recalls. In the event there is a withdrawal or recall by Constellation Beers or its Supplier of any Importer Product, Constellation Beers shall promptly notify Marcas Modelo and provide Marcas Modelo with such relevant information as
reasonably will inform Marcas Modelo of the facts giving rise to the need for such withdrawal or recall, and the adequacy of steps taken by Constellation Beers or its sub-licensees to address any material concerns relating to quality identified in
connection with such recall or withdrawal. 
 3.10 Quality Default. 

(a) In the event of a Quality Default, a party shall deliver a written notice to the other party of such Quality Default (a
“Quality Default Notice”) promptly after becoming aware of any such Quality Default. The parties shall promptly meet to discuss the Quality Default Notice and each party shall provide the other with full technical and analytical
support to assist in identifying the problem and determining the correct procedures for resolving the same. Constellation Beers shall have [****] from and including the delivery of such Quality Default Notice to cure such Quality Default. In the
event Constellation Beers fails to cure such Quality Default within [****] of such Quality Default Notice (a “Quality Default Cure Failure”), and Marcas Modelo has delivered a written notice to Constellation Beers confirming such
failure (a “Quality Default Cure Failure Notice”), then, subject to the dispute resolution procedures in the remainder of this Section 3.10, Constellation Beers agrees that it shall, at its own cost, take all reasonably
necessary steps to cure and mitigate the breach. 

  
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 CONFIDENTIAL TREATMENT REQUESTED BY ANHEUSER-BUSCH INBEV SA/NV 

[****] Indicates that certain information contained herein has been 
 omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions 
  
 (b) In the event that Constellation Beers disagrees that a Quality Default or a Quality Default Cure Failure
has occurred, it shall deliver a written notice to Marcas Modelo of its disagreement (a “Disagreement Notice”), which shall include the basis for such disagreement and shall be delivered within [****] of receipt by Constellation
Beers of a Quality Default Notice or a Quality Default Cure Failure Notice, as applicable. In the event of such a disagreement, Constellation Beers and Marcas Modelo shall attempt to resolve such disagreement between themselves. If Constellation
Beers and Marcas Modelo are unable to resolve the disagreement within [****] of receipt by Constellation Beers of a Quality Default Notice or a Quality Default Cure Failure Notice, as applicable, then Constellation Beers or Marcas Modelo will
jointly select a Qualified Brewmaster; provided that if Constellation Beers and Marcas Modelo are unable to select such Qualified Brewmaster within [****] after delivery of a Quality Default Notice, within an additional [****], Constellation Beers
and Marcas Modelo shall each select one brewmaster and those two brewmasters shall select a Qualified Brewmaster for purposes of this Section 3.10. 
 (c) Within [****] of the appointment of the Qualified Brewmaster, Constellation Beers and Marcas Modelo shall each deliver to the Qualified Brewmaster a detailed written report setting forth their
respective proposed resolutions with respect to the disagreement and a detailed explanation of the basis and rationale for such party’s position. The Qualified Brewmaster shall thereafter issue a written determination of whether a breach
occurred, but no such determination shall award damages, or other relief, including relief which would terminate, result in a termination or have the same effect as termination of this Agreement, in whole or in part. The determination of the
Qualified Brewmaster shall be final and binding upon the parties and the breach determined by the Qualified Brewmaster may be enforced in accordance with the terms of this Agreement. 

ARTICLE IV 

TERM 
 4.1
Term. The term of this Agreement shall commence on the date hereof and shall continue in perpetuity. The parties acknowledge and agree that Marcas Modelo shall have no right to terminate this Agreement notwithstanding any breach of
this Agreement by Constellation Beers, at any time. Marcas Modelo retains only the right to bring a claim as provided for herein at Article VI against Constellation Beers for damages or to seek any other remedies available to it at law or equity for
any claimed breach, but excluding any remedies that would seek to terminate, or result in the termination of this Agreement. 

  
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 ARTICLE V 
 INDEMNIFICATION AND INSURANCE 
 5.1 By Constellation Beers.
From and after the date hereof, Constellation Beers shall defend, indemnify and hold harmless Marcas Modelo and its Affiliates and its and their respective officers, directors, employees, representatives and agents (the “Modelo
Indemnitees”) in respect of all damages, liabilities, losses, costs and expenses of any and every nature or kind whatsoever, including reasonable attorneys’ fees and disbursements and all amounts paid in investigation, defense or
settlement of any or all of the foregoing) (“Damages”) that any of the Modelo Indemnitees may incur as a result of third-party actions, proceedings or claims to the extent arising out of or in consequence of: (a) the
formulation, manufacture, production, packaging, transportation, storage, marketing, merchandising, promotion, advertisement (including sponsorship activities in connection with the foregoing), licensing, distribution or sale of any products,
materials or services by or on behalf of Constellation Beers, its Affiliates or its sub-licensees that bear the Trademarks (other than to the extent caused by (i) any breach of any obligation of any member of the Modelo Group to Constellation
Beers or its Affiliates, or (ii) the infringement caused solely by the Licensed Intellectual Property existing as of the date of this Agreement, other than Licensed Intellectual Property to the extent created by Constellation Beers or its
Affiliates under the Original Agreement; (b) any breach of this Agreement by Constellation Beers; (c) any infringement to the extent arising from any use of a Brand Extension Mark created by Constellation Beers or any of its Affiliates or
sub-licensees in the Territory (other than to the extent such infringement is caused solely by the associated Parent Trademark as it exists of the date of this Agreement), or (d) any failure by Constellation Beers or its employees, agents, or
its sub-licensees to comply with applicable law in connection with this Agreement. 
 5.2 By Marcas Modelo. From
and after the date hereof, Marcas Modelo shall defend, indemnify and hold harmless Constellation Beers and its Affiliates and its and their respective officers, directors, employees, representatives and agents (the “Constellation Beers
Indemnitees”) in respect of all Damages that any of Constellation Beers Indemnitees may incur as a result of third-party actions, proceedings or claims to the extent arising out of or in consequence of: (a) the formulation,
manufacture, production, packaging, transportation, storage, marketing, merchandising, promotion, advertisement (including sponsorship activities in connection with the foregoing), licensing, distribution or sale of any products, materials or
services by or on behalf of Marcas Modelo, its Affiliates or its sub-licensees (other than Constellation Beers or its Affiliates and their sub-licensees) that bear the Trademarks, in each instance other than due to a breach of this Agreement by any
Constellation Beers Indemnitee; (b) any breach of this Agreement by Marcas Modelo; or (c) any failure by Marcas Modelo or its employees or agents to comply with applicable law in connection with this Agreement. 

5.3 Insurance. Each of Constellation Beers and Marcas Modelo shall maintain at its own expense sufficient insurance,
including products liability and blanket contractual liability (“Liability Insurance”), to meet any claims that might reasonably be expected to arise against either of them in connection with the sale or distribution of any Products
or any other items pursuant to this Agreement. Each of Constellation Beers and Marcas Modelo agrees that the other party shall be added as an “additional insured as their interest may appear” on the other party’s Liability Insurance
policy. Each of Constellation Beers’s and Marcas Modelo’s Liability Insurance shall be underwritten by financially sound, reputable insurance carriers that are reasonably satisfactory to the other party. Each of Constellation Beers and
Marcas Modelo shall promptly provide the other with evidence of such Liability Insurance upon request. 

  
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 5.4 No Implied Warranty. ALL LICENSED INTELLECTUAL PROPERTY AND OTHER RIGHTS
AND MATERIALS LICENSED OR OTHERWISE PROVIDED BY OR ON BEHALF OF EITHER PARTY OR THEIR ANY OF THEIR RESPECTIVE AFFILIATES UNDER THIS AGREEMENT (INCLUDING ALL RECIPES, MARKETING OR PROMOTIONAL MATERIALS, TRADE DRESS, AND DESIGNS) ARE PROVIDED ON AN
“AS IS” BASIS, AND EACH PARTY HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. The foregoing notwithstanding, each party warrants to
the other party that tangible embodiments of Licensed Other IP and Recipes provided pursuant to this Agreement shall be complete and accurately reflect those embodiments that are used by such providing party and, at the reasonable request of the
receiving party, the providing party will reasonably cooperate respond to questions or reasonably supplement such information consistent with the intent of this Agreement. 
 ARTICLE VI 
 GOVERNING LAW AND JURISDICTION 

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without reference to its principles of conflicts of laws that would require application of the substantive laws of any other jurisdiction. Constellation Beers and Marcas Modelo agree that the International Convention on the Sale of Goods shall
not apply to this Agreement. 
 6.2 Jurisdiction. Constellation Beers and Marcas Modelo irrevocably consent
to the exclusive personal jurisdiction and venue of the courts of the State of New York or the federal courts of the United States, in each case sitting in New York County, in connection with any action or proceeding arising out of or relating to
this Agreement. Constellation Beers and Marcas Modelo hereby irrevocably waive, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding brought in such a court
and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. Constellation Beers and Marcas Modelo irrevocably consent to the service of process with respect to any such action or proceeding in
the manner provided for the giving of notices under Section 9.5, provided, the foregoing shall not affect the right of either Constellation Beers or Marcas Modelo to serve process in any other manner permitted by law. Notwithstanding the
foregoing, Constellation Beers and Marcas Modelo agree that neither may bring a judicial action or administrative proceeding unless and until the parties have provided the other party a reasonable opportunity to engage in non-binding arbitration, to
be held in the County and City of New York, before the CPR Institute for Dispute Resolution, or such other alternative dispute resolution provider as they may mutually agree upon; provided that, the obligations of the parties under the foregoing
sentence shall expire with respect to any dispute within ninety (90) days after notice is first provided by either party. 

6.3 Enforcement of Judgment. Constellation Beers and Marcas Modelo hereby agree that a final judgment in any suit,
action or proceeding shall be conclusive and may be enforced in any jurisdiction by suit on the judgment or in any manner provided by applicable law. 

  
 29 









 ARTICLE VII 
 CONFIDENTIALITY 
 7.1 Unless otherwise agreed to in writing by
Constellation Beers, Marcas Modelo agrees (and Marcas Modelo agrees to cause its Affiliates) (a) to keep confidential all Confidential Information of Constellation Beers and not to disclose or reveal any of such Confidential Information to any
person other than those directors, officers, employees, stockholders, legal counsel, accountants, and other agents of Marcas Modelo or its Affiliates who are actively and directly participating in the performance of the obligations and exercise of
the rights of Marcas Modelo under this Agreement, and (b) not to use Confidential Information of Constellation Beers for any purpose other than in connection with the performance of the obligations and exercise and enforcement of the rights of
Marcas Modelo hereunder. The obligation to maintain the confidentiality of and restrictions on the use of Confidential Information hereunder shall include any Confidential Information of Constellation Beers obtained by Marcas Modelo and its
Affiliates prior to the date hereof. If Marcas Modelo is required by law, court order or government order or regulation to disclose Confidential Information of Constellation Beers, Marcas Modelo shall provide notice thereof to Constellation Beers
and, after consultation with Constellation Beers and, at the sole cost and expense of Constellation Beers, reasonably cooperating with Constellation Beers to object to or limit such disclosure, shall be permitted to disclose only that Confidential
Information so required to be disclosed. 
 7.2 Unless otherwise agreed to in writing by Marcas Modelo, Constellation Beers
agrees (and Constellation Beers agrees to cause its Affiliates and sub-licensees) (a) to keep confidential all Confidential Information of Marcas Modelo and the Modelo Group and not to disclose or reveal any of such Confidential Information to
any person other than those directors, officers, employees, stockholders, legal counsel, accountants, and other agents of Constellation Beers or its Affiliates or sub-licensees who are actively and directly participating in the performance of the
obligations and exercise of the rights of Constellation Beers under this Agreement, and (b) not to use Confidential Information of Marcas Modelo and the Modelo Group for any purpose other than in connection with the performance of the
obligations and exercise and enforcement of the rights of Constellation Beers hereunder. The obligation to maintain confidentiality of and restrictions on the use of Confidential Information hereunder shall include any Confidential Information of
Marcas Modelo and the Modelo Group obtained by Constellation Beers prior to the date hereof. If Constellation Beers is required by law, court order or government order or regulation to disclose Confidential Information, Constellation Beers shall
provide notice thereof to Marcas Modelo and, after consultation with Marcas Modelo and, at the sole cost and expense of Marcas Modelo, reasonably cooperating with Marcas Modelo to object to or limit such disclosure, shall be permitted to disclose
only that Confidential Information so required to be disclosed. 
 7.3 Constellation Beers acknowledges that certain elements in
the Licensed Other IP are the Confidential Information and trade secrets of ABI and its Affiliates, and Constellation Beers shall, and shall cause its Affiliates and sub-licensees to, protect such elements with the same degree of care that it uses
to protect its own Confidential Information and trade secrets of a similar nature, but no less than a reasonable degree of care. 

  
 30 









 7.4 The parties agree that Confidential Information of Constellation Beers provided under
this Article VII and/or that is order or pricing information is competitively sensitive, and Marcas Modelo shall establish, implement and maintain strict procedures and take such other steps that are reasonably necessary to prevent disclosure
of such Confidential Information to any person other than determined to be advisable in connection with the performance of the objectives and exercise of rights under this Agreement; and in no case may Marcas Modelo permit disclosure to its
representatives and employees or representatives and employees of its Affiliates who have direct responsibility for marketing, distributing or selling Beer in competition with the Importer Products in the Territory. 

ARTICLE VIII 
 TAXES 
 8.1 Withholding. The payment of the Up-Front Payment
(as defined in the Brewery SPA) (including any adjustment thereto) , which is made pursuant to the Brewery SPA, and any payment made pursuant to Section 8.2 of this Agreement shall be made without deduction or withholding for any taxes
(other than taxes imposed on net income in Mexico), except as required by applicable law. If any applicable law requires the deduction or withholding of any tax from such payment, then Constellation Beers or its assignee shall be entitled to make
such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such payment is made by a Person other than Constellation Beers and such tax
would not have been imposed had Constellation Beers made such payment, then the sum payable to Marcas Modelo shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this section) Marcas Modelo receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

8.2 Other Taxes. If and to the extent Constellation Beers exercises its right pursuant to Section 9.1 to assign
its rights and obligations under this Agreement to another Person, Constellation Beers shall indemnify and hold harmless Marcas Modelo or any of its Affiliates from and against any taxes, including, for the avoidance of doubt, any value added or
other similar taxes, for which Marcas Modelo may become liable for which Marcas Modelo would not have been liable had Constellation Beers not assigned its rights and obligations under this Agreement. 

ARTICLE IX 

MISCELLANEOUS 
 9.1 Assignment. Neither party may assign any right under this Agreement without the prior written consent of the other party; provided, that (a) Constellation Beers may assign or
transfer (by sale of assets, sale of stock, merger, operation of law or otherwise) this Agreement and its rights and obligations hereunder to any Affiliate of Constellation, (b) Constellation Beers may assign and transfer this Agreement and all
of its rights and obligations hereunder to any Third Party to whom Constellation Beers or its assigee sells or transfers (by sale of assets, sale of stock, merger, operation of law or otherwise) all or substantially all of its business with respect
to Product in the Territory, and in that event such 

  
 31 









 
assignee shall be deemed to be Constellation Beers for all purposes of this Agreement, (c) Marcas Modelo may assign or transfer this Agreement and its rights and obligations hereunder in
whole or in part to any Subsidiary of ABI, or (d) Marcas Modelo may assign or transfer this Agreement and its rights and obligations hereunder to any Third Party to whom Marcas Modelo sells or transfers (by sale of assets, sale of stock,
merger, operation of law or otherwise) all or substantially all of its business with respect to Product, and in that event such assignee shall be deemed to be Marcas Modelo for all purposes of this Agreement; provided, further, that any such
assignee of either party agrees in writing to be bound by all terms and conditions of this Agreement and the assigning party remains liable for its assignee’s performance under this Agreement. Any purported assignment not in strict compliance
with the preceding sentence shall be null and void and of no force and effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 

9.2 Force Majeure. During the pendency of any Force Majeure Event affecting a brewing facility of Constellation Beers or
Constellation Beers’s Supplier(s) in Mexico, Constellation Beers will discuss with Marcas Modelo and provide reasonable consideration of any offer made by Marcas Modelo to brew and deliver as directed by Constellation Beers, any affected Beer
capacity in Mexico during the pendency of such Force Majeure Event prior to engaging any manufacturing source outside of Mexico. 
 9.3 Headings. The captions used in this Agreement are for convenience of reference only and shall not affect any obligation under this Agreement. 

9.4 Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts, taken together, shall constitute one and the same instrument. Signatures sent by facsimile shall constitute and be binding to the same extent as originals. This Agreement may not be amended except by an
instrument in writing signed by both parties. 
 9.5 Notices. Any notice, claims, requests, demands, or other
communications required or permitted to be given hereunder shall be in writing and will be duly given if: (a) personally delivered, (b) sent by facsimile or (c) sent by Federal Express or other reputable overnight courier (for next
Business Day delivery), shipping prepaid as follows: 
  

					
		 	If to Constellation Beers:	  	Constellation Beers Ltd
		 		  	One South Dearborn St., Suite 1700
		 		  	Chicago, IL 60603
		 		  	Attention: President
		 		  	Telephone: +1 (312) 873-9600
		 		  	Facsimile: +1(312) 346-7488
			
		 	With a copy to (which copy	  	Constellation Brands, Inc.
		 	shall not serve as notice	  	207 High Point Drive, Building 100
		 	hereunder):	  	Victor, New York 14564
		 		  	Attention: General Counsel
		 		  	Telephone: +1 (585) 678-7266


  
 32 










					
		 		  	Facsimile: +1 (585) 678-7103
			
		 	With a second copy to	  	Nixon Peabody LLP
		 	(which copy shall not serve	  	1300 Clinton Square
		 	as notice hereunder):	  	Rochester, NY
		 		  	Attention: James O. Bourdeau
		 		  	Telephone: +1 (585) 263-1000
		 		  	Facsimile: +1 (585) 263-1600
			
		 	If to Marcas Modelo:	  	Marcas Modelo, S.A. de C.V.
		 		  	Av. Javier Barros Sierra 555-3 Piso
		 		  	Col. Santa Fe, 01210,
		 		  	Mexico, D.F.
		 		  	Attention: General Counsel
		 		  	Telephone: + (52.55) 2266-0000
		 		  	Facsimile: + (52.55) 2266-0000
			
		 	With a copy to (which copy	  	Anheuser-Busch InBev
		 	shall not serve as notice	  	Brouwerijplein 1
		 	hereunder):	  	Leuven 3000
		 		  	Belgium
		 		  	Attention: Chief Legal Officer & Company Secretary
		 		  	Telephone: +32 16 27 69 42
		 		  	Facsimile: +32 16 50 66 99
		
		 	With a second copy to (which copy shall not serve as notice hereunder):
		 		  	Sullivan & Cromwell LLP
		 		  	125 Broad Street
		 		  	New York, New York 10004
		 		  	Attention: Frank J. Aquila
		 		  	George J. Sampas
		 		  	Krishna Veeraraghavan
		 		  	Nader A. Mousavi
		 		  	Telephone: +1 (212) 558-4000
		 		  	Facsimile: +1 (212) 558-3588

 or such other address or addresses or facsimile numbers as the person to whom notice is to be given may have previously
furnished to the others in writing in the manner set forth above. Notices will be deemed given at the time of personal delivery, if sent by facsimile, when sent with electronic notification of delivery or other confirmation of delivery or receipt,
or, if sent by Federal Express or other reputable overnight courier, on the day of delivery. 

  
 33 









 9.6 Entire Agreement. This Agreement (including the schedules and exhibits
hereto, which are incorporated into this Agreement by this reference and made a part hereof), the Confidentiality Agreement, dated as of May 26, 2012, by and between CBI, ABI and solely with respect to Section 2 thereof, Grupo Modelo (the
“Confidentiality Agreement”), the Brewery SPA, the Membership Interest Purchase Agreement, and the Restated LLC Agreement (as defined in the Membership Purchase Agreement and solely to the extent Constellation Beers and
Constellation do not acquire all of Constellation Beers’ Interest (as defined in the Membership Purchase Agreement)), and the Transition Services Agreement and each of the other Transaction Documents, constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof, and supersede all prior or contemporaneous agreements and understandings, whether written or oral, among the parties hereto, or any of them, with respect to the subject matter hereof and
thereof. 
 9.7 Severability. To the extent that any provision of this Agreement is invalid or unenforceable in
the Territory or any state or other area of the Territory, this Agreement is hereby deemed modified to the extent necessary to make it valid and enforceable within such state or area, and the parties shall promptly agree in writing on the text of
such modification. 
 9.8 Injunction; Waiver. The parties acknowledge that a breach or threatened breach by them
of any provision of this Agreement will result in the other entity suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the parties agree that any party may, in its
discretion (and without limiting any other available remedies), apply to any court of law or equity of competent jurisdiction for specific performance and injunctive relief (without necessity of posting a bond or undertaking in connection therewith)
in order to enforce or prevent any violations of this Agreement, and any party against whom such proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law and agrees not to raise the defense that the
other party has an adequate remedy at law. The failure of either party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right to enforce such provision at any later time. No waiver by
any party of any provision, or the breach of any provision, contained in this Agreement shall be deemed to be a further or continuing waiver of such or any similar provision or breach. 

9.9 Successors and Assigns; Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of the
parties hereto and their successors and permitted assigns. Nothing in this Agreement shall give any other Person any legal or equitable right, remedy or claim under or with respect to this Agreement or the transactions contemplated hereby.

 9.10 Amendment and Restatement. The Original Agreement shall be deemed amended and restated in its entirety as
of the date hereof by this Agreement and the Original Agreement shall thereafter be of no further force and effect except to evidence any rights and obligations of the parties or action or omission performed or required to be performed pursuant to
such Original Agreement prior to the date hereof. 
 [Signature page follows] 

  
 34 









 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above. 
  

			
	MARCAS MODELO, S.A. DE C.V.
		
	 By
	 	 
		 	 Name:

Title:


  

			
	CONSTELLATION BEERS LTD.
		
	 By
	 	 
		 	 Name:

Title:


 [Signature Page to Sub-license Agreement] 







 Exhibit A 
 TRADEMARK APPLICATIONS & REGISTRATIONS TO BE ABANDONED 
  

					
	 Mark
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	CELEBRATE CORONA DE MAYO	  	SN:85-645063	  	USA
	COME CORONA WITH ME (Stylized)	  	SN:76-573148; RN:2,918,722	  	USA
	CORONA DECOR	  	SN:76-230093; RN:2,517,268	  	
	CORONA EXTRA READY TO SERVE	  	SN:85-818733	  	USA
	CORONA EXTRA READY TO SERVE and Design	  	SN:85-818736	  	USA
	CORONA START THE PARTY	  	SN:77-121219; RN:3,358,680	  	USA
	CORONA WIDE OPEN	  	SN:77-665053; RN:4,060,380	  	USA
	CORONA WIDE OPEN and Design	  	SN:77-665055; RN:3,986,182	  	USA
	CORONA ZONA	  	SN:76-229560; RN:4,200,383	  	USA
	CORONAVILLE	  	SN:78-725979; RN:3,221,680	  	USA
	GOMODELO	  	SN:85-496131; RN:4,189,942	  	USA
	SAVETHEBEACH.ORG CORONASAVETHEBEACH.ORG and Design	  	SN:85-769317	  	USA
	CERVECERIA DEL PACIFICO S.A. DE C.V. CERVEZA PACIFICO CLARA	  	RN: CA 93009; AN: 01013055	  	California
	PACIFICO and Design	  	SN:73-367145; RN:1,336171	  	USA
	CORONA.COM	  	SN:75-632870; RN:2,663,599	  	USA


  
 A-1









 Exhibit B 
 ADDITIONAL TRADEMARKS 
  

					
	 Mark/Name
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	CERVEZA LA CERVEZA MAS FINA CORONA LIGHT CONT. NET. 340 ML and Design	  	SN:77-410946; RN:3,629,573	  	USA
	CONEXION CORONA	  	SN:77-120568; RN:3,908,281	  	USA
	CORONA	  	SN:76-054459; RN:2,634,004	  	USA
	CORONA	  	SN:76-230273; RN:2,817,872	  	USA
	CORONA (Stylized)	  	SN:74-337257; RN:2,489,710	  	USA
	CORONA (Stylized)	  	SN:76-090432; RN:2,590,621	  	USA
	CORONA (Stylized)	  	SN:76-230586; RN:2,684,504	  	USA
	CORONA (Stylized)	  	SN:75-875857; RN:3,631,787	  	USA
	CORONA and Design	  	SN:74-337256; RN:2,489,709	  	USA
	CORONA BEACH HOUSE	  	SN:85-081351; RN:3,984,217	  	USA
	CORONA CANTINA	  	SN:85-645045	  	USA
	CORONA DE MAYO	  	SN:85-645064	  	USA
	CORONA EXTRA	  	SN:76-090433; RN:2,600,236	  	USA
	CORONA EXTRA	  	SN:75-875865; RN:2,702,882	  	USA
	CORONA EXTRA	  	SN:76-231041; RN:2,817,873	  	USA
	CORONA EXTRA (Stylized)	  	SN:74-337259; RN:2,489,711	  	USA
	CORONA EXTRA (Stylized)	  	SN:76-230810; RN:2,687,262	  	USA
	CORONA EXTRA and Design	  	SN:76-559142; RN:2,993,696	  	USA
	CORONA EXTRA and Design	  	SN:76-544591; RN:3,329,891	  	USA
	CORONA EXTRA CERVEZA LA CERVEZA MAS FINA and Design	  	SN:77-118947; RN:3,544,218	  	USA
	CORONA EXTRA CERVEZA LA CERVEZA MAS FINA and Design	  	SN:77-118906; RN:3,544,217	  	USA
	CORONA EXTRA LA CERVEZA MAS FINA and Design	  	SN:74-337255; RN:2,489,708	  	USA
	CORONA EXTRA LA CERVEZA MAS FINA and Design	  	SN:78-907233; RN:3,317,902	  	USA
	CORONA FAMILIAR	  	SN:85-420269	  	USA
	CORONAROJO	  	SN:85-383807	  	USA
	CORONAROJO	  	SN:85-354655	  	USA
	CORONITA	  	SN:85-383802	  	USA
	CORONITA LIGHT	  	SN:77-379759; RN:3,549,260	  	USA
	CORONITA LIGHT and Design	  	SN:77-419975; RN:3,611,200	  	USA
	FIND YOUR BEACH	  	SN:77-870491; RN:4,191,028	  	USA
	FIND YOUR BEACH	  	SN:85-499815	  	USA
	LA CERVEZA MAS FINA	  	SN:76-544594; RN:2,963,654	  	USA
	LA CERVEZA MAS FINA and Design	  	SN:74-337258; RN:1,828,343	  	USA
	MODELO	  	SN:76-338317; RN:2,631,391	  	USA
	MODELO ESPECIAL	  	SN:76-338316; RN:2,631,390	  	USA


  
 B-1










					
	 Mark/Name
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	 MODELO ESPECIAL

CHELADA
	  	SN:85-740870	  	USA
	MODELO LIGHT (Stylized)	  	SN:85-656356	  	USA
	MODELO LIGHT (Stylized)	  	SN:85-656355	  	USA
	MODELO LIGHT and Design	  	SN:85-663677	  	USA
	MODELO LIGHT and Design	  	SN:85-656354	  	USA
	NEGRA MODELO	  	SN:76-338315; RN:2,631,389	  	USA
	RELAX RESPONSIBLY	  	SN:77-120546; RN:3,576,821	  	USA
	RELAX RESPONSIBLY and Design	  	SN:77-121268; RN:3,463,388	  	USA
	RONAS & RITAS	  	SN:75-475936; RN:2,279,069	  	USA
	RONAS AND ‘RIAS	  	SN:85-413853	  	USA
	RONAS AND ‘RIAS	  	SN:85-383813	  	USA
	VIVA CORONA	  	SN:85-645054	  	USA
	Crown & Griffins Design	  	SN:73-708295; RN:1,548,371	  	USA
	Miscellaneous Design	  	SN:85-469388	  	USA
	Coins & King Design	  	SN:85-469380	  	USA
	King Design	  	SN:85-469400	  	USA
	Lion Design	  	SN:85-656360	  	USA
	Lion Design	  	SN:85-656358	  	USA
	Lion Design	  	SN:85-656357	  	USA
	CORONA	  	RN: TX 33569; AN: 00494075	  	Texas
	CORONA EXTRA	  	RN: UT 29675; AN: 20805621	  	Utah
	CORONA EXTRA	  	RN: DE 1989-67233; AN: 08008434	  	Delaware
	CORONA EXTRA	  	RN: NM 89012001; AN: 01076098	  	New Mexico
	CORONA EXTRA	  	RN: NH (No Registration Number); AN: 01064334	  	New Hampshire
	CORONA EXTRA	  	RN: MD 19897054; AN: 01057827	  	Maryland
	CORONA EXTRA	  	RN: MA 42599; AN: 01055262	  	Massachusetts
	CORONA EXTRA	  	RN: AZ 17892; AN: 00494153	  	Arizona
	CORONA EXTRA	  	RN: NM (No Registration Number); AN: 00494152	  	New Mexico
	CORONA EXTRA	  	RN: TX (No Registration Number); AN: 00494108	  	Texas
	CORONA EXTRA	  	RN: ID 12517; AN: 00341706	  	Idaho
	CORONA EXTRA	  	RN: NJ 8463; AN: 00339969	  	New Jersey
	CORONA EXTRA	  	RN: CT 7439; AN: 00338212	  	Connecticut
	CORONA EXTRA	  	RN: ME 19890160; AN: 00330567	  	Maine
	CORONA EXTRA	  	RN: IL 63823; AN: 00329652	  	Illinois
	CORONA EXTRA	  	RN: LA (No Registration Number); AN: 00017204	  	Louisiana
	CORONA EXTRA LA CERVEZA MAS FINA	  	RN: WA 17801; AN: 41800097	  	Washington
	CORONA EXTRA LA CERVEZA MAS FINA	  	RN: WA 9944; AN: 00016520	  	Washington
	MODELO	  	RN: CA 51955; AN: 00241431	  	California
	MODELO ESPECIAL	  	RN: CA 99414; AN: 23100029	  	California
	Design	  	RN: CA 51922; AN: 00241430	  	California
	VICTORIA	  	RN: CA 52397; AN: 00241579	  	California
	PACIFICO	  	SN:76-497182; RN:2,885,751	  	USA
	PACIFICO and Design	  	SN:76-497180; RN:2,862,190	  	USA
	PACIFICO LIGHT	  	SN:78-896659; RN:3,381,909	  	USA
	CORONARITA	  	SN:85-383808	  	USA


  
 B-2










					
	 Mark/Name
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	CORONITA RITA	  	SN:85-383810	  	USA
	CERVECERIA DEL PACIFICO, S.A. DE C.V. CERVEZA PACIFICO CLARA and Design	  	SN:74-071659; RN:1,671,994	  	USA
	CERVECERIA MODELO S.A. DE C.V. MEXICO MODELO ESPECIAL and Design	  	SN:77-100703; RN:3,576,774	  	USA
	CERVECERIA MODELO	  	SN:77-849176; RN:3,896,060	  	USA
	CORONARITA	  	SN: 85-637980	  	USA
	FAMILIAR (stylized)	  	SN: 85-420278	  	USA
	Miscellaneous Design	  	SN: 78-605037	  	USA


  
 B-3









 Exhibit D 
 TRADEMARKS 
  

					
	 Mark
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	CERVEZA MODELO LIGHT and Design	  	SN:78-787355; RN:3,210,796	  	USA
	CORONA	  	SN:77-221594; RN:3,388,558	  	USA
	CORONA (Stylized)	  	SN:73-625255; RN:1,681,366	  	USA
	CORONA and Design	  	SN:73-625252; RN:1,689,218	  	USA
	CORONA EXTRA	  	SN:77-221686; RN:3,388,566	  	USA
	CORONA EXTRA (Stylized)	  	SN:73-625250; RN:1,681,365	  	USA
	CORONA EXTRA LA CERVEZA MAS FINA and Design	  	SN:73-625248; RN:1,729,694	  	USA
	CORONA LIGHT	  	SN:77-410950; RN:3,605,139	  	USA
	CORONA LIGHT and Design	  	SN:75-876356; RN:2,406,232	  	USA
	CORONA LIGHT and Design	  	SN:74-123829; RN:1,727,969	  	USA
	CORONITA EXTRA	  	SN:74-132069; RN:1,729,701	  	USA
	CORONITA EXTRA LA CERVEZA MAS FINA and Design	  	SN:74-160423; RN:1,761,605	  	USA
	LA CERVEZA MAS FINA and Design	  	SN:73-625249; RN:1,495,289	  	USA
	MODELO	  	SN:73-021202; RN:1,022,817	  	USA
	MODELO ESPECIAL	  	SN:72-464917; RN:1,055,321	  	USA
	MODELO ESPECIAL and Design	  	SN:85-074167; RN:4,060,986	  	USA
	MODELO LIGHT	  	SN:78-771233; RN:3,183,378	  	USA
	NEGRA MODELO	  	SN:73-128857; RN:1,217,760	  	USA
	NEGRA MODELO and Design	  	SN:77-499866; RN:3,567,209	  	USA
	VICTORIA and Design	  	SN:85-469396	  	USA
	Crown & Griffins Design	  	SN:73-625251; RN:1,462,155	  	USA
	Crown Design	  	SN:76-617147; RN:3,048,028	  	USA
	King Design (for Victoria Product)	  	SN:85-469392; RN:4,146,769	  	USA
	Miscellaneous Design (for Victoria Product)	  	SN:85-469385; RN:4,146,768	  	USA
	Miscellaneous Design (for Victoria Product)	  	SN:85-469375; RN:4,146,767	  	USA
	PACIFICO	  	SN:74-071754; RN:1,726,063	  	USA
	PACIFICO CLARA	  	SN:76-514146; RN:2,866,272	  	USA
	LA CERVEZA DEL PACIFICO CERVEZA PACIFICO CLARA and Design	  	SN:77-244688; RN:3,589,696	  	USA
	CERVEZA BARRILITO	  	SN:77-295228; RN:3,440,278	  	USA
	CORONARITA	  	SN:85-354652	  	USA
	CORONITA RITA	  	SN:85-413849	  	USA


  
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	 Mark
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	MODELO ESPECIAL CERVECERIA MODELO MEXICO and Design	  	SN:85-074113; RN:4,115,677	  	USA
	CERVECERIA MODELO, S.A. DE C.V.—MEXICO and Design	  	SN:78-605075; RN:3,191,287	  	USA
	VICTORIA	  	Common Law	  	USA


  
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 Exhibit E 
 CHELADA TRADEMARKS 
  

					
	 Mark/Name
	  	 Ser./Reg./App. No.
	  	 Jurisdiction

	CERVEZA MODELO ESPECIAL CHELADA and Design	  	SN:85-766205	  	USA
	CERVEZA MODELO ESPECIAL CHELADA and Design	  	SN:85-766203	  	USA


  
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 Exhibit F 
 NON-EXCLUSIVE TRADEMARKS 
  

					
	 Mark/Name
	  	 Ser./Reg./App. No.
	  	Jurisdiction
	CELEBRATE CINCO	  	SN: 85-645065	  	USA
	¡CELEBREMOS! CELEBRATE CINCO	  	SN: 85-645049	  	USA
	FAMILIAR	  	SN: 85-420277	  	USA


  
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