Amended New Option Agreement



 Exhibit 10.1 
 2 OCTOBER 2009 
 (as amended on 30 October 2009)

 NEW OPTION AGREEMENT 
 relating to shares in 
 LION/RALLY CAYMAN 6 
 between 
 LION/RALLY CAYMAN 4 
 and 
 LION/RALLY CAYMAN 5 
 and 
 LION/RALLY CAYMAN 7 L.P. 
 and 
 CENTRAL EUROPEAN DISTRIBUTION CORPORATION 







 TABLE OF CONTENTS 
  

					
	  	  	 	  	Page
			
	1	  	 INTERPRETATION
	  	1
			
	2	  	 GRANT OF PUT AND CALL OPTIONS
	  	18
			
	3	  	 EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS
	  	20
			
	4	  	 COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS
	  	22
			
	5	  	 CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS
	  	24
			
	6	  	 ANTITRUST OBLIGATIONS
	  	30
			
	7	  	 DEFERRAL OF ISSUE OF SHARES AND WARRANTS
	  	31
			
	8	  	 ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION
	  	32
			
	9	  	 OFFER TO INITIAL SELLER PARTIES
	  	35
			
	10	  	 WARRANTIES AND UNDERTAKINGS
	  	36
			
	11	  	 CEDC GUARANTEE
	  	37
			
	12	  	 DEFAULT
	  	38
			
	13	  	 SECURITY
	  	39
			
	14	  	 US TAX COMPLIANCE
	  	39
			
	15	  	 ASSIGNMENT
	  	40
			
	16	  	 ENTIRE AGREEMENT
	  	40
			
	17	  	 VARIATION
	  	40
			
	18	  	 WAIVER
	  	40
			
	19	  	 ILLEGALITY AND SEVERANCE
	  	40
			
	20	  	 RIGHTS OF THIRD PARTIES
	  	41
			
	21	  	 COUNTERPARTS
	  	41
			
	22	  	 NOTICES
	  	41
			
	23	  	 JURISDICTION
	  	43
			
	24	  	 GOVERNING LAW
	  	43
			
	25	  	 COSTS
	  	43
		
	SCHEDULE 1 INFORMATION ABOUT THE COMPANY	  	44
		
	 SCHEDULE 2 CONSIDERATION PAYABLE
	  	45
		
	 SCHEDULE 3 FORM OF OPTION NOTICES
	  	46

  

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 THIS AGREEMENT is made on 2 October 2009 between the following parties: 
  

	(1)	LION/RALLY CAYMAN 4, a company incorporated in the Cayman Islands whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand
Cayman KY1-1104, Cayman Islands (“Cayman 4”) 

  

	(2)	LION/RALLY CAYMAN 5, a company incorporated in the Cayman Islands whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand
Cayman KY1-1104, Cayman Islands (“Cayman 5”); 

  

	(3)	LION/RALLY CAYMAN 7 L.P., a Cayman Exempted Limited Partnership whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand
Cayman KY1-1104, Cayman Islands acting through its general partner Lion/Rally Cayman 8 (“Cayman 7”); and 

  

	(4)	CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Bobrowiecka 6, 00-728 Warszawa, Poland
(“CEDC”). 

 WHEREAS 
  

	(A)	LION/RALLY CAYMAN 6 (the “Company”) was incorporated in the Cayman Islands on 30 April 2009 with registered number 225655 with its
principal place of business at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands. Particulars of the Company are set out in Schedule 1. 

  

	(B)	The Parties entered into the Original Option Agreement (as defined below). 

  

	(C)	Under the Original Option Agreement CEDC delivered the Original Warrants (as defined below) to Cayman 4 and Cayman 5. 

  

	(D)	Under the Original Option Agreement Cayman 4, Cayman 5 and Cayman 7 each agreed to give pledges over shares in the Company as security for their obligations
under the Original Option Agreement (the “Original Security”). 

  

	(E)	The Parties have agreed to rescind the Original Option Agreement and to enter into new arrangements on the terms of and subject to the conditions set out in this
Agreement, effective on 2 October 2009. 

  

	(F)	The Parties have agreed to amend this Agreement in respect of certain matters, effective on 30 October 2009. 

 IT IS AGREED as follows 
  

	1	INTERPRETATION 

  

	1.1	In this Agreement (including its recitals), the words and expressions set out below have the meanings given to each of them respectively:


  

			
	“2010 Shares”	 	has the meaning given in Clause 5.2.1(b);
		
	“2011 Warrants”	 	the 1,490,550 warrants over CEDC Common Stock, exercisable on 31 May 2011, on the terms of the 2011 Warrants Instrument;

  

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	“2011 Warrants Instrument”	  	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
		
	“2012 Shares”	  	has the meaning given in Clause 5.2.1(c);
		
	“2012 Warrants”	  	the 300,000 warrants over CEDC Common Stock, exercisable on 31 July 2012, on the terms of the 2012 Warrants Instrument;
		
	“2012 Warrants Instrument”	  	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
		
	“2013 Warrants”	  	the 1,803,813 warrants over CEDC Common Stock, exercisable on 31 May 2013, on the terms of the 2013 Warrants Instrument;
		
	“2013 Warrants Instrument”	  	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
		
	“Accounting Principles”	  	IFRS, or, if Cayman 5 elects, US GAAP, such election (if made) to be final and notified to the Parties in writing no later than 31 December 2009;
		
	“Acquired Unit Count”	  	the Cayman 7 Ownership Proportion minus 42;
		
	“Advance Payment”	  	has the meaning given in Clause 8.4.2;
		
	“Affiliate”	  	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under common Control with such first Person, and
“Affiliated” shall have a meaning correlative to the foregoing;
		
	“Antitrust Adjustment Payment”	  	an amount calculated as at the Relevant Cayman 7 Call Option Exercise Date in $ in cash equal to the product of (i) the Acquired Unit Count; and (ii) the Antitrust Unit
Price Adjustment;
		
	“Antitrust Approval”	  	shall have the meaning set out in the Governance and Shareholders Agreement;
		
	“Antitrust Unit Price Adjustment”	  	 the amount by which the Overall Average Unit Price exceeds the Realised Average Unit Price;
  
 means any of the following:

			
	“Approved Bank”	  	 (i)
  
 (ii)
  
 (iii)
  
 (iv)
  
 (v)
	  	 JP Morgan;
  
 Citi;
  
 Morgan Stanley;
  
 Renaissance
Capital;
  
 RBS; or


  

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		  	 (vi)
  
	  	 Deutsche Bank,
  

		
		  	or such other Person as CEDC and the Holdcos shall otherwise agree in writing;
		
	“Approved Jurisdictions”	  	The federal or state courts in the State of New York, the federal or state courts in the State of Delaware, the Cayman Islands and Poland;
		
	“Bank Guarantee”	  	a guarantee given in respect of obligations of a Person to another Person from a bank of international repute and good standing whose long-term credit rating is A1 or
higher by Moody’s Investor Services Limited, A or higher by Standard & Poor’s Rating Services, and A or higher by Fitch Rating Limited;
		
	“Business Day”	  	any day other than a Saturday or Sunday on which banks are normally open for general banking business in London, New York, Warsaw and the Cayman
Islands;
		
	“Cash”	  	in relation to the Lux 1 Group shall mean the consolidated cash in hand or at bank (so long as such cash is repayable immediately on demand) as shown in the accounting
records of members of the Lux 1 Group on the relevant date, less trapped cash;
		
	“Cash Equivalent”	  	means, in relation to a number of shares of CEDC Common Stock, a cash amount in US Dollars equal to: (i) that number of shares; multiplied by (ii) the Ten Day VWAP on
the dealing day immediately preceding the date on which such shares are issued pursuant to this Agreement;
		
	“Cayman 1”	  	Lion/Rally Cayman 1 L.P., a Cayman Exempted Limited Partnership, whose principal place of business is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town,
Grand Cayman, KY1-1104, Cayman Islands;
		
	“Cayman 4 Put Option Price”	  	shall mean the $ amount equal to:
			
		  	 (A)
	  	(i) the aggregate of all $ Initial Cash Amounts; plus (ii) the aggregate of all € Initial Cash Amounts in each case, which would become payable by Cayman 7 to Cayman 4
following the exercise of the Cayman 7 Call Options not already completed at the Holdco Put Option Exercise Date; plus
			
		  	 (B)
	  	(i) if the 2010 Shares have not been issued, $22,738,588; plus (ii) if the 2012 Shares have not been issued, $4,570,373; plus
			
		  	 (C)
	  	if neither the CEDC Cash Payment nor the CEDC Share Payment has been made, $24,213,600;
		
	“Cayman 4 Outstanding Consideration”	  	has the meaning set out in Clause 4.2.2(c)(i);

  

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	“Cayman 5 Outstanding Consideration”	  	has the meaning set out in Clause 4.2.2(c)(ii);
		
	“Cayman 5 Put Option Price”	  	shall mean the $ amount equal to:
			
		  	 (A)
	  	the aggregate of all $ Initial Cash Amounts which would become payable by Cayman 7 to Cayman 5 following the exercise of the Cayman 7 Call Options not already completed at the
Holdco Put Option Exercise Date; plus
			
		  	 (B)
	  	(i) if the 2010 Shares have not been issued, $7,186,412; plus (ii) if the 2012 Shares have not been issued, $1,444,443; plus
			
		  	 (C)
	  	if neither the CEDC Cash Payment nor the CEDC Share Payment has been made, $7,646,400;
		
	“Cayman 7 Call Option”	  	has the meaning given in Clause 2.1.1;
		
	“Cayman 7 Call Option Completion Date”	  	has the meaning given in Clause 3.1.4;
		
	“Cayman 7 Call Option Exercise Date”	  	each of those dates set out in Column B of Schedule 2 as such dates may be modified in accordance with this Agreement;
		
	“Cayman 7 Call Option Notice”	  	has the meaning given in Clause 3.1.3;
		
	“Cayman 7 Call Option Consideration Notice”	  	has the meaning given in Clause 3.1.2;
		
	“Cayman 7 Call Option Period”	  	has the meaning given in Clause 3.1.1;
		
	“Cayman 7 Call Option Substitute Right”	  	each of the Second Cayman 7 Call Option Substitute Right, the Third Cayman 7 Call Option Substitute Right, the First Final Cayman 7 Call Option Substitute Right, the
Second Final Cayman 7 Call Option Substitute Right and the Third Final Cayman 7 Call Option Substitute Right;
		
	“Cayman 7 Early Call Option Notice”	  	has the meaning given in Clause 3.1.5;
		
	“Cayman 7 Pledge”	  	the Cayman 7 pledge, in the agreed form, as set out in the Commitment Letter;
		
	“Cayman 7 Ownership Proportion”	  	the proportion of Ordinary Shares held by Cayman 7 as a percentage of all the Ordinary Shares then in issue, multiplied by the percentage ownership of the Company in Lux
1, in each case on the relevant date, multiplied by 100. In the event that any new shares have been issued by either the Company or Lux 1 after the date of this Agreement and on or before the date in respect of which the Cayman 7

  

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		 	Ownership Proportion is being calculated, such new shares shall be excluded from the calculation of the Cayman 7 Ownership Proportion, which shall be calculated as if such issue of
new shares had not occurred;
		
	“CEDC Cash Payment”	 	has the meaning given in Clause 5.5.1;
		
	“CEDC Share Payment”	 	has the meaning given in Clause 5.5.3;
		
	“CEDC Share Payment Amount”	 	has the meaning given in Clause 5.5.3;
		
	“CEDC Common Stock”	 	$0.01 common stock of CEDC, listed for trading on the NASDAQ Global Select Market under the symbol “CEDC”;
		
	“CEDC Finance Default”	 	shall mean any of the following events: (a) a default by any member of the CEDC Group with respect to any mortgage, agreement or other instrument under which there may be
outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $40 million in the aggregate of the Company and/or any member of the CEDC Group, whether such indebtedness now exists or shall hereafter be
created, either: (i) resulting in such indebtedness becoming or being declared due and payable; or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase,
upon declaration or otherwise; or (b) a final judgment for the payment of $40 million or more (excluding any amounts covered by insurance) is rendered against any member of the CEDC Group, which judgment is not discharged or stayed within 60 days
after: (i) the date on which the right to appeal thereof has expired if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;
		
	“CEDC Group”	 	CEDC or any of its Subsidiaries which it controls at the relevant time (which for the avoidance of doubt shall include the Group where CEDC is entitled to exercise its rights to
become the Controlling Shareholder under Clause 2 of the Governance and Shareholders Agreement);
		
	“Change of Control”	 	the completion of the acquisition of Control of CEDC, or any successor entity, or of any future ultimate Holding Company of CEDC, by any Person or group acting in
concert;
		
	“Class A Limited Partner”	 	has the meaning given in the Limited Partnership Agreement;
		
	“Code”	 	US Internal Revenue Code of 1986, as amended;
		
	“Commitment Letter”	 	the commitment letter entered into on 24 April 2009 between the Holdcos, Lion Capital LLP and CEDC;

  

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	“Common Stock Equivalents”	 	has the meaning given in Clause 5.2.2(b);
		
	“Control”	 	(including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean
possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided
that, in any event, any Person which owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a
majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; and for the avoidance of doubt a limited partnership is
Controlled by its general partner;
		
	“Corporate Income Tax”	 	all taxes based upon, measured by, or calculated with respect to (i) gross or net income or gross (or any intermediate measure) or net receipts or profits (including any capital
gains and municipal business tax or any similar tax but not including sales, value added, consumption, use, real or personal property, transfer or other similar taxes); (ii) withholding taxes measured by, or calculated with respect to, any payments
or distributions (other than wages) and in the case of (i) or (ii) payments on account of or in respect of to those taxes; and (iii) any interest, fine, penalty or charge paid, payable or accrued in respect of or in relation to (i) or
(ii);
		
	“Cyprus 1”	 	Pasalba Limited, a company incorporated in the Republic of Cyprus with company number 202291 having its principal place of business at Theklas Lysioti 35, Eagle Star House, 5th
Floor, 3030 Limassol, Cyprus;
		
	“Elective Minority Purchase”	 	has the meaning given in Clause 9.1;
		
	“Encumbrance”	 	any mortgage, charge (fixed or floating), pledge, lien, hypothecation, option, right of set off, security trust, assignment by way of security, reservation of title, option,
restriction, right of first refusal, right of pre-emption, third party right or interest, or any other encumbrance or security interest whatsoever created or arising or any other agreement or arrangement (including any sale and leaseback
transaction) entered into for the purposes of conferring security or having similar effect and any agreement to enter into, create or establish any of the foregoing;
		
	“Enforcement Event”	 	has the meaning given in Clause 12.1;
		
	“Enterprise Value”	 	has the meaning given in Clause 2.3.2;

  

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	“Equity Value”	 	has the meaning given in Clause 2.3.3;
		
	“Exit”	 	shall have the meaning set out in the Governance and Shareholders Agreement;
		
	“Exchange Rate”	 	1.30;
		
	“Fair Market Value”	 	shall mean Ten Day VWAP;
		
	“Final Cayman 7 Call Option”	 	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the sixth row of Schedule 2;
		
	“Final Cayman 7 Call Option Completion Date”	 	the Cayman 7 Call Option Completion Date relating to the Final Cayman 7 Call Option;
		
	“Final Cayman 7 Call Option Exercise Date”	 	the Cayman 7 Call Option Exercise Date of the Final Cayman 7 Call Option;
		
	“Final Discharge Date”	 	the first date on which Cayman 7 has satisfied all obligations under this Agreement in respect of any exercise of the Cayman 7 Call Options, the Holdco Put Option and the Holdco
Call Option, and the transfer of shares hereunder, and on which there is no Outstanding Consideration actually or potentially payable hereunder by Cayman 7;
		
	“Finance Documents”	 	the Finance Documents as defined in the Senior Facilities Agreement and the Finance Documents as defined in the Definitions and Schedules Deed (as defined in the On-Loan Facility
Agreement). On-Loan Facility Agreement has the meaning given in the Senior Facilities Agreement. Senior Facilities Agreement means the senior facilities agreement dated 10 July 2008 (as amended on or around 23 December 2008, and as further amended
and/or restated from time to time) between, among others, Nowdo Limited as Senior Borrower, Pasalba Limited as the Company, the Arrangers, the Original Lenders, the Facility Agent, the Security Agent and the Issuing Bank (each as defined therein);

		
	“First Cayman 7 Call Option”	 	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the second row of Schedule 2;
		
	“First Cayman 7 Call Option Exercise Date”	 	the Cayman 7 Call Option Exercise Date of the First Cayman 7 Call Option;
		
	“Fourth Cayman 7 Call Option”	 	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the fifth row of Schedule 2;
		
	“Fourth Cayman 7 Call Option Completion Date”	 	the Cayman 7 Call Option Completion Date relating to the Fourth Cayman 7 Call Option;
		
	“Fourth Cayman 7 Call Option Exercise Date”	 	the Cayman 7 Call Option Exercise Date of the Fourth Cayman 7 Call Option;

  

 7 









					
		
	“Governance and Shareholders Agreement”	  	 the Governance and Shareholders Agreement dated 7 May 2009 and made between the Company, the Holdcos, Cayman 7 and
CEDC, as set out in the Commitment Letter;

		
	“Group”	  	 the Company and its Subsidiaries from time to time and “member of the Group” and “Group
Company” shall be construed accordingly; for the avoidance of doubt, no Shareholder nor any of their respective Affiliates (as such terms are defined in the Governance and Shareholders Agreement) (other than the Company and the Subsidiaries
of the Company) shall be a member of the Group for the purposes of this Agreement;

		
	“Holdcos”	  	 Cayman 4 and Cayman 5, each being a “Holdco”;

		
	“Holdco Call Option”	  	 has the meaning given in Clause 2.3.1;

		
	“Holdco Call Option Completion Date”	  	 has the meaning given in Clause 3.3.3;

		
	“Holdco Call Option Exercise Date”	  	 the date on which the Holdcos serve a Holdco Call Option Notice on Cayman 7;

		
	“Holdco Call Option Notice”	  	 has the meaning given in Clause 3.3.2;

		
	“Holdco Call Option Period”	  	 has the meaning given in Clause 3.3.1;

		
	“Holdco Call Option Valuation Date”	  	 31 December in the year immediately preceding the Holdco Call Option Exercise Date;

		
	“Holdco Pledges”	  	 the Holdco pledges, in the agreed form, as set out in the Commitment Letter;

		
	“Holdco Put Option”	  	 has the meaning given in Clause 2.2.1;

		
	“Holdco Put Option Completion Date”	  	 has the meaning given in Clause 3.2.3;

		
	“Holdco Put Option Exercise Date”	  	 the date on which the Holdcos serve a Holdco Put Option Notice on Cayman 7;

		
	“Holdco Put Option Notice”	  	 has the meaning given in Clause 3.2.2;

		
	“Holdco Put Option Period”	  	 has the meaning given in Clause 3.2.1;

		
	“Holdco Sharing Proportions”	  	 76 per cent. to Cayman 4 and 24 per cent. to Cayman 5;

		
	“Indebtedness”	  	 in relation to the Lux 1 Group, shall mean on the relevant date:

			
		  	(a)	  	all outstanding obligations for money borrowed, including overdrafts, from any Person (including, for the avoidance of doubt, any accrued but unpaid interest and prepayment
penalties);

  

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		  	(b)	  	all outstanding obligations under any hedges, swaps and other derivative contracts to the extent that they are out of the money;
			
		  	(c)	  	all outstanding obligations evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Lux 1 Group is responsible or liable;
			
		  	(d)	  	the net present value of all outstanding obligations as lessees under all finance leases including sale and leaseback programs, in accordance with the Accounting Principles,
irrespective of whether accrued for in the relevant accounts or not;
			
		  	(e)	  	all outstanding recourse liabilities (whether conditional or unconditional) arising from any transactions related to the assignment of receivables for financing purposes by any
member of the Lux 1 Group to any Person who is not a member of the Lux 1 Group, including all factoring agreements and similar agreements executed for the purpose of obtaining financing;
			
		  	(f)	  	all unfunded pension and similar liabilities and accruals in accordance with Accounting Principles whether accrued or not;
			
		  	(g)	  	redeemable preference shares or other similar equity instruments classified as liabilities under Accounting Principles;
			
		  	(h)	  	an amount equal to the lower of: a) $25 million; and b) the aggregate of i) all litigation provisions; and ii) all tax provisions excluding such tax provisions to the extent that a
claim has been made and settled under the Original Sale Agreement in respect of the tax relating to any such tax provision;
			
		  	(i)	  	any capital creditors;
			
		  	(j)	  	all outstanding obligations of members of the Lux 1 Group issued or assumed for deferred or contingent purchase price payments associated with transactions involving acquisitions of
assets (for the avoidance of doubt, including the acquisition of shares, intellectual property, any business or any other fixed asset but excluding payables to creditors in relation to goods and/or services provided to the Lux 1 Group in the
ordinary course of the Lux 1 Group’s business), excluding any obligations arising under the Original Sale Agreement including the current portion of any such obligation;

  

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		  	(k)	  	all outstanding liabilities arising from legally binding surety agreements, guarantees, indemnities, letters of comfort, Encumbrances or similar arrangements or obligations,
furnished for liabilities or obligations of any third party, whether actual or contingent, with the exception of guarantees and other similar arrangements entered into the ordinary course of trading in relation to, inter alia, customs, excise
taxes and VAT;
			
		  	(l)	  	all outstanding obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance, guarantee or similar credit transaction, with the exception of
guarantees and other similar arrangements entered into the ordinary course of trading in relation to, inter alia, customs, excise taxes, VAT; and
			
		  	(m)	  	an amount equal to 50 per cent. of any reasonable provisions or accruals made in respect of actual or potential obligations of any member of the Group under the Original Sale
Agreement, except to the extent such obligations have actually been paid,
		
		  	but (a) to (m) shall not include any Indebtedness from Lux 1 to the Company or any Indebtedness arising between members of the Lux 1 Group; plus
		
		  	all amounts outstanding, including accrued interest, owed by the Company to Cayman 7 from time to time;
		
	“Independent Accountant”	  	an independent firm of internationally recognised chartered accountants as agreed by CEDC and the Holdcos in writing, or in default of nomination by agreement between
CEDC and the Holdcos, appointed at the request of either CEDC or the Holdcos by the President, for the time being, of the Institute of Chartered Accountants in England and Wales, or any successor body thereto;
		
	“Initial Cash Amounts”	  	the cash amounts payable in respect of a Cayman 7 Call Option or the Holdco Put Option as set out in Columns C, D, and E of Schedule 2 (as adjusted in accordance with
this Agreement or as otherwise agreed between the Parties);
		
	“Initial Seller Party Securities”	  	has the meaning given in the Lux 1 Shareholders Agreement;
		
	“Leading Tranche”	  	has the meaning given in the Registration Rights Agreement;
		
	“Letter of Undertaking”	  	the letter of undertaking entered into on 24 April 2009 between the Holdcos, Carey Agri International – Poland sp. z o.o., Lion Capital LLP and
CEDC;

  

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	“Limited Partnership Agreement”	  	the amended and restated limited partnership agreement relating to Cayman 7 made on 7 May 2009, between CEDC, Lion/Rally Cayman 2 and Lion/Rally Cayman 8 Limited;

		
	“Lux 1”	  	Lion/Rally Lux 1, company number B139.056, a société anonyme incorporated in Luxembourg with registered offices at 13-15, avenue de la Liberté,
L-M31 Luxembourg;
		
	“Lux 1 Group”	  	Lux 1 and its Subsidiaries from time to time;
		
	“Lux 1 Group EBITDA”	  	for any period, the consolidated Net Profit of the Lux 1 Group expressed in $ for the relevant period before bringing into account any of the following items without
duplication, so that, for the avoidance of doubt, to the extent any of the following have been charged, expensed or deducted or credited in computing such Net Profit they shall be adjusted as follows:
			
		  	(a)	  	any interest paid, payable or accrued by any member of the Lux 1 Group (including fees or penalties incurred in connection with third party borrowings or the issue of guarantees and
letters of credit) and including any amounts payable under any interest rate hedging arrangement shall be added back and any interest owing to or received by any member of the Lux 1 Group and including any amounts receivable under any interest rate
hedging arrangement shall be deducted;
			
		  	(b)	  	any Corporate Income Tax paid, payable or accrued by any member of the Lux 1 Group or any deferred tax charges arising for such period shall be added back and any amount received or
receivable by any member of the Lux 1 Group in respect of a refund or receipt of Corporate Income Tax or any deferred tax credit shall be deducted;
			
		  	(c)	  	any loss against book value incurred by any member of the Lux 1 Group on the sale, lease or any other disposal of any capital asset shall be added back and any gain against book
value incurred by any member of the Lux 1 Group on the sale, lease or any other disposal of any capital asset shall be deducted;
			
		  	(d)	  	any provision in respect of bad debts in excess of $6 million in aggregate shall be added back;
			
		  	(e)	  	any provision for any fundamental restructuring costs shall be added back and any release or reversal of such provision shall be deducted;

  

 11 









					
			
		  	(f)	  	any loss arising on any revaluation of any fixed asset shall be added back and any gain arising on any revaluation of any fixed asset shall be deducted;
			
		  	(g)	  	any realised or unrealised foreign exchange losses shall be added back and any realised or unrealised foreign exchange gains shall be deducted;
			
		  	(h)	  	depreciation shall be added back;
			
		  	(i)	  	any amortisation or impairment of tangible or intangible assets shall be added back;
			
		  	(j)	  	any amortisation of debt issuance costs shall be added back;
			
		  	(k)	  	the costs paid or payable in relation to any acquisition or disposal of any company or business or brand, all M&O Fees and associated expenses paid or accrued, and all fees paid
or accrued in relation to the Transaction Documents shall be added back;
			
		  	(l)	  	any dividends paid or payable shall be added back and any dividends received or receivable shall be deducted;
			
		  	(m)	  	any transfer of funds or capital contributions received by any member of the Lux 1 Group shall be deducted;
			
		  	(n)	  	any gain or loss resulting from any changes in the fair value of financial instruments (excluding trade receivables and trade payables) shall be added back or
deducted;
			
		  	(o)	  	any fines, late payment interest and/or penalties paid or to be paid to the tax authorities or other governmental authorities shall be added back; any refunds/credits shall be
deducted;
			
		  	(p)	  	any taxes paid or payable in respect to prior periods shall be added back and refunds or receipts of taxes in respect to prior periods shall be deducted;
			
		  	(q)	  	any charge in respect of the fair value of share options under the Accounting Principles shall be added back and any reversal of such charge or credit in respect to the fair value
of share options shall be deducted;
			
		  	(r)	  	any charge in respect of any Management Incentive Payments shall be added back and any reversal of such charge or credit in respect to such Management Incentive Payments shall be
deducted; and

  

 12 









					
			
		  	(s)	  	any profit before interest, tax, depreciation and amortisation or other profit attributable to any minority interest in any member of the Lux 1 Group shall be deducted by ensuring
that Lux 1 Group EBITDA proportionately consolidates any member of the Lux 1 Group where there is a minority interest;
		
	“Lux 1 Shareholders Agreement”	  	the Shareholders Agreement entered into on 9 July 2008 between Lion/Rally Cayman 2, the Initial Seller Parties (as defined therein), Lux 1 and Lion Capital (Guernsey)
Limited;
		
	“Management Incentive Payment”	  	incentive payments made to senior management of the Group in addition to usual base salary amounts, consulting fees and/or bonuses;
		
	“Merger”	  	has the meaning given in Clause 5.2.2;
		
	“Minority Purchase”	  	means an Elective Minority Purchase or the purchase or redemption by Lux 1 of the shares and CPECs of Lux 1 in accordance with the Put Option (as defined in the Lux 1
Shareholders Agreement);
		
	“NASDAQ Marketplace Rule”	  	the Marketplace Rules of NASDAQ listed companies and trading in the NASDAQ stock market;
		
	“Net Profit”	  	the consolidated profit or loss of Lux 1 after taking account of all items required by the Accounting Principles to be included in the income statement and corresponding
to the total of net profit, subject thereto being calculated on a consistent basis with the consolidated audited accounts of Lux 1 for the relevant period;
		
	“New Investment”	  	has the meaning given in the Commitment Letter;
		
	“Normalised Level of Working Capital”	  	the average level of Working Capital of the Lux 1 Group calculated by taking the average of the last twelve months ends’ or the last four quarters ends’ (as
the Company may determine) Working Capital immediately prior to the relevant date, having first excluded any one-off or exceptional items from such Working Capital;
		
	“Note Purchase Agreement”	  	the note purchase and share subscription agreement entered into on 24 April 2009 between CEDC, Carey Agri International – Poland sp. z o.o., Lion/Rally Cayman 2 and
Cayman 5;
		
	“Original Option Agreement”	  	the option agreement entered into between the Parties concerning shares in the Company dated 7 May 2009;

  

 13 









			
		
	“Original Sale Agreement”	 	the sale and purchase agreement dated 22 May 2008 between Cyprus 1 and Cirey Holdings, Inc. concerning the acquisition of certain entitles comprising the Russian Alcohol Group;

		
	“Original Warrants”	 	those warrants required to be issued to Cayman 4 and Cayman 5 under the Original Option Agreement and dated 30 June 2009;
		
	“Ordinary Shares”	 	the A Ordinary Shares in the capital of the Company, as such shares may be reclassified from time to time;
		
	“Outstanding Consideration”	 	the sum of the Cayman 4 Outstanding Consideration and the Cayman 5 Outstanding Consideration;
		
	“Outstanding Consideration Payment Notice”	 	has the meaning given in Clause 4.2.2(c);
		
	“Outstanding Consideration Payment Notice Period”	 	has the meaning given in Clause 4.2.2(c);
		
	“Overall Average Unit Price”	 	$12,684,412;
		
	“Person”	 	shall mean any natural person, corporation, general partnership, simple partnership, limited partnership, proprietorship, other business organisation, trust, union, association or
governmental authority, whether incorporated or unincorporated; a reference to any Person shall include such Person’s successors and permitted assigns under any agreement, instrument, contract or other document;
		
	“Pledges”	 	the Cayman 7 Pledge and the Holdco Pledges;
		
	“Preference Shares”	 	the 100 Preference Shares of $1 each in the capital of the Company, as such shares may be reclassified from time to time;
		
	“Principal Investment Value”	 	in respect of any Initial Seller Party Securities the aggregate $ amount paid by the Initial Seller Parties for such Initial Seller Party Securities as is set out in Column 3 of
Schedule 5 of the Lux 1 Shareholders Agreement;
		
	“Realised Average Unit Price”	 	The $ amount equal to (A) (i) the aggregate of all $ Initial Cash Amounts actually paid by Cayman 7 to the Holdcos under this Agreement prior to the Relevant Cayman 7 Call Option
Exercise Date (excluding any adjustments made in accordance with this Agreement); plus (ii) the aggregate of all € Initial Cash Amounts actually paid by Cayman 7 to the Holdcos under this Agreement prior to the relevant date, multiplied by the
Exchange Rate; plus (iii) $110 million; divided by (B) the Acquired Unit Count;

  

 14 









			
		
	“Registration Rights Agreement”	 	the registration rights agreement in the agreed form as set out in the Commitment Letter;
		
	“Relevant Cayman 7 Call Option”	 	has the meaning given in Clause 6.1;
		
	“Relevant Cayman 7 Call Option Exercise Date”	 	has the meaning given in Clause 6.2;
		
	“Reorganisation”	 	has the meaning given in Clause 5.2.2;
		
	“Second Cayman 7 Call Option”	 	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the third row of Schedule 2;
		
	“Second Cayman 7 Call Option Exercise Date”	 	the Cayman 7 Call Option Exercise Date of the Second Cayman 7 Call Option;
		
	“Security Impairment Event”	 	any event or circumstance which has, or is reasonably likely to have, a material adverse effect on the validity, enforceability or the priority or ranking of any security granted to
the Holdcos pursuant to the Cayman 7 Pledge and which, if capable of remedy by the Parties, is not remedied within 20 Business Days of the date of such effect occurring;
		
	“Securities Act”	 	the Securities Act of 1933, as amended;
		
	“Share Equivalent”	 	means, in relation to an amount of cash in US Dollars, a number of shares of CEDC Common Stock equal to: (i) that cash amount; divided by (ii) the Ten Day VWAP on the dealing day
immediately preceding the date on which such shares are issued pursuant to this Agreement, rounded up to the nearest whole share;
		
	“Shares”	 	the Ordinary Shares and the Preference Shares;
		
	“Subsidiary”	 	in relation to any Person (a “Holding Company”), any other Person directly or indirectly Controlled by that Holding Company;
		
	“Tax”	 	all forms of taxation, duties, imposts, contributions and levies and all related withholdings and deductions of any kind imposed by a relevant tax authority and any associated
interest, penalty, surcharge or fine and any amount agreed to be paid to any relevant tax authority in settlement of any claim for any of the foregoing;
		
	“Ten Day VWAP”	 	on the relevant dealing day, the volume weighted average VWAP over a period of ten dealing days prior to and including the relevant dealing day;
		
	“Third Cayman 7 Call Option”	 	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the fourth row of Schedule 2;

  

 15 









					
		
	“Third Cayman 7 Call Option Exercise Date”	  	the Cayman 7 Call Option Exercise Date of the Third Cayman 7 Call Option;
		
	“Third Consideration Instalment”	  	has the meaning given in the Note Purchase Agreement;
		
	“Third Completion Date”	  	has the meaning given in the Note Purchase Agreement;
		
	“Thirty Day VWAP”	  	on the relevant dealing day, the volume weighted average VWAP over a period of thirty dealing days prior to and including the relevant dealing day;
		
	“Trailing Tranche”	  	has the meaning given in the Registration Rights Agreement;
		
	“Transaction Documents”	  	this Agreement, the Pledges, the Commitment Letter, the Letter of Undertaking, the Warrant Instruments, the Note Purchase Agreement, the Registration Rights Agreement,
and the Governance and Shareholders Agreement, and “Transaction Document” means any of them;
		
	“Twenty Day VWAP”	  	on the relevant dealing day, the volume weighted average VWAP over a period of twenty dealing days prior to and including the relevant dealing day;
		
	“VWAP”	  	with respect to a particular date, the volume weighted average trading price of a share of CEDC Common Stock on and as reported by the principal securities exchange on
which the CEDC Common Stock is then listed or admitted to trading for any relevant trading date, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially
reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if so requested by Cayman 5) having engaged an independent appraiser in such regard;
		
	“Warrants”	  	the 2011 Warrants, the 2012 Warrants and the 2013 Warrants;
		
	“Warrant Instruments”	  	the 2011 Warrants Instrument, the 2012 Warrants Instrument and the 2013 Warrants Instrument; and
		
	“Working Capital”	  	the aggregate value of:
			
		  	(a)	  	the consolidated inventory of the Lux 1 Group;
			
		  	 (b)
	  	the consolidated trade receivables of the Lux 1 Group; and
			
		  	 (c)
	  	all consolidated other current assets of the Lux 1 Group,
		
		  	less the aggregate value of:
			
		  	(a)	  	the consolidated trade payables of the Lux 1 Group; and

  

 16 









					
			
		  	(b)	  	the consolidated other payables of the Lux 1 Group (but excluding interest accruals),
		
		  	as at the relevant date, in each case calculated in accordance with the Accounting Principles.

  

	1.2	In this Agreement: 

  

	 	1.2.1	references to a document in the “agreed form” are to that document in the form agreed to and initialled for the purposes of identification by or
on behalf of the Parties; 

  

	 	1.2.2	references to a Clause or Schedule are to a clause or schedule of this Agreement, and references to this Agreement include the Schedules;


  

	 	1.2.3	the headings in this Agreement do not affect its construction or interpretation; 

  

	 	1.2.4	references to a “Party” or to the “Parties” are references to a party or parties to this Agreement; 


 

	 	1.2.5	a reference to a document is a reference to that document as amended, modified or (with the exception of the Original Option Agreement) rescinded and
subsequently replaced from time to time in writing by the mutual consent of the parties; 

  

	 	1.2.6	references to “$”or “USD” are references to the lawful currency for the time being of the United States of America;


  

	 	1.2.7	references to “€” or “Euro” are references to the single currency and the legal means of payment in the territory of the
European Monetary Union; 

  

	 	1.2.8	the singular includes the plural and vice versa and any gender includes any other gender; and 

  

	 	1.2.9	all obligations of the Holdcos under this Agreement, including liability in respect of any claims or any other breach of this Agreement, are several only and not
joint. 

  

	1.3	Rescission of Original Option Agreement 

  

	 	1.3.1	The Parties agree, conditional upon the satisfaction of the conditions set out in Clause 1.3.2, to rescind the Original Option Agreement and all obligations
of the Parties thereunder shall be irrevocably rescinded and discharged. 

  

	 	1.3.2	The rescission of the Original Option Agreement shall be conditional upon: 

  

	 	(a)	Cayman 4 and Cayman 5 returning all Original Warrants issued to them to CEDC, and CEDC cancelling the Original Warrants; and 

  

	 	(b)	Cayman 7, Cayman 4 and Cayman 5 releasing all Original Security. 

  

	 	1.3.3	The remaining obligations in this Agreement shall be subject to the satisfaction of the conditions set out in Clauses 1.3.1 and 1.3.2. 


 

 17 









	2	GRANT OF PUT AND CALL OPTIONS 

  

	2.1	Cayman 7 Call Options 

  

	 	2.1.1	The Holdcos grant to Cayman 7 a series of options entitling Cayman 7 to acquire the Ordinary Shares and Preference Shares (each a “Cayman 7 Call
Option”). In relation to each Cayman 7 Call Option Exercise Date Cayman 7 shall be entitled to require: 

  

	 	(a)	Cayman 4 to sell to it the number of Ordinary Shares set out in Column F of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the
payment to Cayman 4, in cash, of the aggregate of: (i) the $ Initial Cash Amount set out in Column C of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties); and (ii) the €
Initial Cash Amount set out in Column D of Schedule 2; and 

  

	 	(b)	Cayman 5 to sell to it the number of Preference Shares set out in Column G of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the
payment to Cayman 5, in cash, of the $ Initial Cash Amount set out in Column E of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties). 

  

	 	2.1.2	Each Cayman 7 Call Option may be exercised only in respect of both of: (a) all of the corresponding number of Ordinary Shares which Cayman 7 shall be
entitled to acquire under Clause 2.1.1(a); and (b) all of the corresponding number of Preference Shares which Cayman 7 shall be entitled to acquire under Clause 2.1.1(b). 

  

	2.2	Holdco Put Option 

  

	 	2.2.1	Cayman 7 grants: 

  

	 	(a)	to Cayman 4 the right to require Cayman 7 to acquire all (but not some) of the Ordinary Shares held by Cayman 4; and 

  

	 	(b)	to Cayman 5 the right to require Cayman 7 to acquire all (but not some) of the Preference Shares held by Cayman 5, 

 in each case as at the Holdco Put Option Exercise Date (together the “Holdco Put Option”). 
  

	 	2.2.2	The Holdco Put Option may be exercised only in respect of both of: (a) all of the corresponding number of Ordinary Shares which Cayman 4 shall be entitled
to require Cayman 7 to acquire under Clause 2.2.1(a); and (b) all of the corresponding number of Preference Shares which Cayman 5 shall be entitled to require Cayman 7 to acquire under Clause 2.2.1(b). 

  

	 	2.2.3	The consideration to be paid by Cayman 7 in respect of the Holdco Put Option shall be: 

  

	 	(a)	the Cayman 4 Put Option Price, to be paid to Cayman 4; and 

  

	 	(b)	the Cayman 5 Put Option Price, to be paid to Cayman 5. 

  

 18 









	2.3	Holdco Call Option 

  

	 	2.3.1	Cayman 7 grants to the Holdcos the right for each of the Holdcos to acquire, subject to Clauses 2.3.4 and 2.3.5, some or all of the Ordinary Shares in the
capital of the Company held from time to time by Cayman 7 (the “Holdco Call Option”). The amounts to be paid by the Holdcos to Cayman 7 upon exercise of the Holdco Call Option shall be such amount as is equal, for each Holdco, to:


  

					
		  	A x B x C
			
	where :	  	A =	  	the Equity Value;
			
		  	B =	  	the percentage ownership of the Company in Lux 1; and
			
		  	C =	  	the number of Ordinary Shares to be acquired by Cayman 4 or Cayman 5 (as the case may be) under the Holdco Call Option as a percentage of all the Ordinary Shares then in
issue,

 (in respect of Cayman 4, the “Cayman 4 Call Option Consideration”
and in respect of Cayman 5 the “Cayman 5 Call Option Consideration”). 
  

	 	2.3.2	The enterprise value of the Lux 1 Group in respect of the Holdco Call Option (the “Enterprise Value”) shall be equal to seven times Lux 1 Group
EBITDA for the period of twelve months ending on 31 December in the year immediately prior to the Holdco Call Option Exercise Date. 

  

	 	2.3.3	The equity value of the Lux 1 Group (the “Equity Value”) shall be equal to: 

  

	 	(a)	the Enterprise Value; minus 

  

	 	(b)	Indebtedness on the Holdco Call Option Valuation Date; minus 

  

	 	(c)	any Indebtedness arising after the Holdco Call Option Valuation Date and before the Holdco Call Option Exercise Date, which arises other than in the ordinary
course of trading for the Group and which remains outstanding on the Holdco Call Option Exercise Date; plus 

  

	 	(d)	Cash on the Holdco Call Option Valuation Date; plus 

  

	 	(e)	Working Capital on the Holdco Call Option Valuation Date; minus 

  

	 	(f)	Normalised Working Capital on the Holdco Call Option Valuation Date. 

  

	 	2.3.4	The Holdcos shall exercise the Holdco Call Option jointly, and neither Holdco shall be permitted to exercise the Holdco Call Option unless the other does so
simultaneously. 

  

	 	2.3.5	The number of Ordinary Shares held from time to time by Cayman 7 that each Holdco shall respectively acquire under the Holdco Call Option, shall be the lower of:
(i) that number of such Ordinary Shares as shall be equal in value (as determined in this Clause 2.3) to the Cayman 4 Outstanding Consideration or Cayman 5 Outstanding Consideration (as the case may be) rounded up to the nearest whole Ordinary
Share; and (ii) that proportion of such total number of Ordinary Shares held by Cayman 7 as is equal to the proportion that the Cayman 4 Outstanding Consideration or Cayman 5 Outstanding Consideration (as the case may be) bears in relation to
the Outstanding Consideration. 

  

 19 









	3	EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS 

  

	3.1	Exercise of Cayman 7 Call Options 

  

	 	3.1.1	Subject to Clause 3.1.5, each Cayman 7 Call Option shall only be exercisable: 

  

	 	(a)	in respect of the First Cayman 7 Call Option, on the First Cayman 7 Call Option Exercise Date or during the period of 30 days thereafter;


  

	 	(b)	in respect of the Second Cayman 7 Call Option on the Second Cayman 7 Call Option Exercise Date or during the period of 30 days thereafter;


  

	 	(c)	in respect of the Third Cayman 7 Call Option, on the Third Cayman 7 Call Option Exercise Date or during the period of 60 days thereafter;


  

	 	(d)	in respect of the Fourth Cayman 7 Call Option, on the Fourth Cayman 7 Call Option Exercise Date or during the period of 90 days thereafter; and


  

	 	(e)	in respect of the Final Cayman 7 Call Option, on the Final Cayman 7 Call Option Exercise Date or during the period of 120 days thereafter,


 (each a “Cayman 7 Call Option Period”). No Cayman 7 Call Option may be exercised on or after
the Holdco Put Option Exercise Date. 
  

	 	3.1.2	Twelve days prior to the relevant Cayman 7 Call Option Exercise Date, the Holdcos shall send to Cayman 7 a written notice setting out the consideration payable
(including, where relevant, the number of shares of CEDC Common Stock to be issued) and the number of Ordinary Shares and Preference Shares which may be acquired by Cayman 7 in respect of the relevant Cayman 7 Call Option if Cayman 7 exercises such
Cayman 7 Call Option (a “Cayman 7 Call Option Consideration Notice”). 

  

	 	3.1.3	In order to exercise a Cayman 7 Call Option, Cayman 7 shall notify the Holdcos, in writing, of its exercise of the Cayman 7 Call Option (a “Cayman 7 Call
Option Notice”) in the form set out in Part A of Schedule 3, which shall specify the number of Ordinary Shares and Preference Shares to be sold by the Holdcos pursuant to that Cayman 7 Call Option and the consideration to be paid. The
service of a Cayman 7 Call Option Notice, and thus the exercise of a Cayman 7 Call Option, shall be irrevocable. 

  

	 	3.1.4	If a Cayman 7 Call Option Notice is validly served, Cayman 7 and CEDC (as the case may be) and the Holdcos shall be obliged to complete the sale of the relevant
Ordinary Shares and Preference Shares under the relevant Cayman 7 Call Option within five Business Days of service of the relevant Cayman 7 Call Option Notice in accordance with Clause 4 (the “Cayman 7 Call Option Completion Date”).


  

	 	3.1.5	 Cayman 7 shall, at the direction of CEDC only (and subject to CEDC first satisfying its funding obligations under section 3 of the Limited
Partnership Agreement), exercise a Cayman 7 Call Option earlier than the relevant Cayman 7 Call Option Exercise Date specified in Schedule 2 provided that, at the time of such exercise, all Cayman 7 Call Options with Cayman 7 Call Option
Exercise Dates relating to dates earlier than that of the relevant Cayman 7 Call Option have,



  

 20 









	 	 
at the time of such exercise, been exercised and completed in full or are being exercised simultaneously with the relevant Cayman 7 Call Option. The relevant Cayman 7 Call Option may be exercised
early by CEDC notifying, in writing, Cayman 7 and the Holdcos of the revised relevant Cayman 7 Call Option Exercise Date (a “Cayman 7 Early Call Option Notice”), such date being no fewer than 30 days after the date of such notice,
and no later than the original relevant Cayman 7 Call Option Date, provided however that such 30 day minimum period shall not apply if the Holdcos are in continuing breach of their obligation to transfer Sale Shares to Cayman 7 on the terms of this
Agreement or if any of them (or Lion Capital LLP) has a liquidator, receiver, administrative receiver or administrator appointed (other than in respect of a solvent liquidation). 


  

	3.2	Exercise of Holdco Put Option 

  

	 	3.2.1	The Holdco Put Option shall be exercisable: 

  

	 	(a)	for a period of 45 days commencing on the day immediately following the last day of any Cayman 7 Call Option Period during which the relevant Cayman 7 Call
Option was not exercised; and 

  

	 	(b)	in accordance with Clause 12.2, 

 (the “Holdco Put Option Period”), provided that a failure to exercise such option in any given Holdco Put Option Period shall not prevent the Holdco Put Option being exercised at any time when it subsequently becomes
exercisable again pursuant to Clause 3.2.1. 
  

	 	3.2.2	In order to exercise the Holdco Put Option, the Holdcos shall notify Cayman 7, in writing, of their exercise of the Holdco Put Option, (a “Holdco Put
Option Notice”) in the form set out in Part B of Schedule 3, which shall specify the number of Ordinary Shares and Preference Shares to be sold by each of Cayman 4 and Cayman 5 pursuant to the Holdco Put Option and the consideration to be
paid to each of them. 

  

	 	3.2.3	If a Holdco Put Option Notice is validly served, Cayman 7 and the Holdcos shall be obliged to complete the sale of the relevant Shares within three Business Days
of service of the Holdco Put Option Notice in accordance with Clause 4 (the “Holdco Put Option Completion Date”). 

  

	3.3	Exercise of Holdco Call Option 

  

	 	3.3.1	The Holdco Call Option shall be exercisable for a period of 45 days commencing on the Holdco Put Option Completion Date provided that Cayman 7 has not settled
the Outstanding Consideration and that no Outstanding Consideration Payment Notice has been given (the “Holdco Call Option Period”). 

  

	 	3.3.2	In order to exercise the Holdco Call Option, the Holdcos shall notify Cayman 7, in writing, of their exercise of the Holdco Call Option, (a “Holdco Call
Option Notice”) in the form set out in Part C of Schedule 3, which shall specify the number of Ordinary Shares to be sold by Cayman 7 pursuant to the Holdco Call Option and the consideration to be paid. 

  

	 	3.3.3	 If a Holdco Call Option Notice is validly served, Cayman 7 and the Holdcos shall be obliged to complete the sale of the relevant Ordinary Shares
within five



  

 21 









	 	 
Business Days of service of the Holdco Call Option Notice in accordance with Clause 4 (the “Holdco Call Option Completion Date”). 


  

	4	COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS 

  

	4.1	Completion of the sale of Ordinary Shares and Preference Shares in respect of a Cayman 7 Call Option, the Holdco Put Option or the Holdco Call Option shall take
place: 

  

	 	4.1.1	in respect of a Cayman 7 Call Option, on the corresponding Cayman 7 Call Option Completion Date; 

  

	 	4.1.2	in respect of the Holdco Put Option, on the Holdco Put Option Completion Date; and 

  

	 	4.1.3	in respect of the Holdco Call Option, on the Holdco Call Option Completion Date. 

  

	4.2	On completion of the sale of Shares following exercise of a Cayman 7 Call Option, the Holdco Put Option or the Holdco Call Option: 

  

	 	4.2.1	in respect of each Cayman 7 Call Option: 

  

	 	(a)	Cayman 4 shall deliver to Cayman 7: 

  

	 	(i)	duly executed transfer(s) in favour of Cayman 7 in respect of the Ordinary Shares to be transferred in respect of the relevant Cayman 7 Call Option; and


  

	 	(ii)	the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and 

  

	 	(b)	Cayman 5 shall deliver to Cayman 7: 

  

	 	(i)	duly executed transfer(s) in favour of Cayman 7 in respect of the Preference Shares to be transferred in respect of the relevant Cayman 7 Call Option; and


  

	 	(ii)	the relevant share certificate(s) in respect of such Preference Shares being transferred; and 

  

	 	(c)	against delivery of the duly executed transfer(s) Cayman 7 shall pay, in cash and in immediately available funds: (A) to Cayman 4 the aggregate of
(i) the corresponding $ Initial Cash Amount set out in Column C of Schedule 2, (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties); plus (ii) the corresponding € Initial Cash Amount set
out in Column D of Schedule 2; and (B) to Cayman 5 the corresponding $ Initial Cash Amount set out in Column E of Schedule 2, (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties);


  

	 	4.2.2	in respect of the Holdco Put Option: 

  

	 	(a)	Cayman 4 shall deliver to Cayman 7: 

  

	 	(i)	duly executed transfer(s) in favour of Cayman 7 in respect of all Ordinary Shares held by Cayman 4 on the Holdco Put Option Exercise Date; and


  

 22 









	 	(ii)	the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and 

  

	 	(b)	Cayman 5 shall deliver to Cayman 7: 

  

	 	(i)	duly executed transfer(s) in favour of Cayman 7 in respect of all Preference Shares held by Cayman 5 on the Holdco Put Option Exercise Date; and


  

	 	(ii)	the relevant share certificate(s) in respect of such Preference Shares being transferred; and 

  

	 	(c)	Cayman 7 shall, against delivery of the duly executed transfer(s), be liable to pay: 

  

	 	(i)	the Cayman 4 Put Option Price to Cayman 4, which shall be left outstanding on account due from Cayman 7 to Cayman 4 and which shall accrue interest daily at an
annual rate of 12 per cent., compounding annually, for the period from the Holdco Put Option Exercise Date until the date on such aggregate amount is paid (the “Cayman 4 Outstanding Consideration”); and


  

	 	(ii)	the Cayman 5 Put Option Price to Cayman 5, which shall be left outstanding on account due from Cayman 7 to Cayman 5 and which shall accrue interest daily at an
annual rate of 12 per cent., compounding annually, for the period from the Holdco Put Option Exercise Date until the date on such aggregate amount is paid (the “Cayman 5 Outstanding Consideration”), 

 and which shall be paid, in cash, only upon the Holdcos giving written notice to Cayman 7 (an “Outstanding Consideration Payment
Notice”) requiring Cayman 7 to satisfy the entire Outstanding Consideration. If an Outstanding Consideration Payment Notice is validly served, Cayman 7 shall pay the Outstanding Consideration on or before the date falling three Business
Days from service of the Outstanding Consideration Payment Notice (the “Outstanding Consideration Payment Notice Period”). 
  

	 	4.2.3	in respect of the Holdco Call Option: 

  

	 	(a)	Cayman 7 shall deliver to Cayman 4: 

  

	 	(i)	duly executed transfer(s) in favour of Cayman 4 in respect of that number of Ordinary Shares held by Cayman 7 as specified in the Holdco Call Option Notice; and


  

	 	(ii)	the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and 

  

	 	(b)	Cayman 7 shall deliver to Cayman 5: 

  

	 	(i)	duly executed transfers in favour of Cayman 5 in respect of that number of Ordinary Shares held by Cayman 7 as specified in the Holdco Call Option Notice and all
of the Preference Shares held by Cayman 7; and 

  

 23 









	 	(ii)	the relevant share certificate(s) in respect of such Ordinary Shares and Preference Shares being transferred; 

  

	 	(c)	Cayman 4 and Cayman 5 shall, against delivery of the duly executed transfer(s), satisfy the Cayman 4 Call Option Consideration and Cayman 5 Call Option
Consideration to be paid by setting off such amounts against the Cayman 4 Outstanding Consideration and the Cayman 5 Outstanding Consideration (as the case may be). 

  

	4.3	If the Holdco Put Option is exercised after the Fourth Cayman 7 Call Option Exercise Date any remaining Outstanding Consideration after the set off pursuant to
Clause 4.2.3 shall immediately cease to be due and payable and Cayman 7 shall be released from all obligations hereunder to pay the same. 

  

	5	CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS 

  

	5.1	Delivery of Warrants 

 In
consideration of the Holdcos granting to Cayman 7 the Cayman 7 Call Options, CEDC shall, immediately upon execution of this Agreement, deliver, or cause to be delivered, the Warrants to the Holdcos in the amounts set out in Columns H and I of
Schedule 2. 
  

	5.2	Issue of CEDC Common Stock 

  

	 	5.2.1	In consideration of the Holdcos granting to Cayman 7 the Cayman 7 Call Options, CEDC shall, subject to the Holdcos not having exercised the Holdco Put Option:


  

	 	(a)	[INTENTIONALLY LEFT BLANK]; 

  

	 	(b)	on 15 June 2010 issue 1,575,000 shares of CEDC Common Stock to the Holdcos in the proportions set out in the third row of Columns J and K of Schedule 2 (the
“2010 Shares”); and 

  

	 	(c)	on 31 July 2012 issue 751,852 shares of CEDC Common Stock to the Holdcos in the proportions set out in the fifth row of Columns J and K of Schedule 2 (the
“2012 Shares”), 

 in each case subject to adjustment as per Clause 8.3.4. 
  

	 	5.2.2	Until the 2010 Shares, the 2012 Shares and those Shares to be issued as the CEDC Share Payment under Clause 5.5.3 (together, the “Consideration
Shares”) have been issued: 

  

	 	(a)	 Mergers or Consolidations. If at any time after the date hereof until all of the Consideration Shares have been issued, there shall be a
capital reorganisation (other than a combination or subdivision of CEDC Common Stock otherwise provided for herein) resulting in a reclassification to or change in the Consideration Shares (a “Reorganisation”), or a merger or
consolidation of CEDC with another Person (other than a merger with another Person in which CEDC is a continuing corporation and which does not result in any reclassification or change in the Consideration Shares or a merger effected exclusively for
the purpose of changing the domicile of CEDC) (a “Merger”) or the sale of all or substantially all of the assets of CEDC (a “Disposal”), then, as a part of such Reorganisation, Merger or Disposal, lawful provision
and



  

 24 









	 	 
adjustment shall be made so that the Holdcos shall thereafter be entitled to receive in respect of any unissued Consideration Shares, and at the times provided for and subject to the terms and
conditions of the Transaction Documents, the number of shares of stock or any other equity or debt securities or property to which the Holdcos would have been entitled upon consummation of the Reorganisation, Merger or Disposal if the Holdcos had
received all such unissued Consideration Shares immediately prior to such Reorganisation, Merger or Disposal. In any such case, appropriate adjustment shall be made in the application of the provisions of Clause 5.2.1 and Clause 5.5.3 with
respect to the rights and interests of the Holdcos after the Reorganisation, Merger or Disposal to the end that the provisions of Clause 5.2.1, Clause 5.2.2 and Clause 5.5.3 shall be applicable after that event, as near as reasonably may be, in
relation to any shares of stock, securities, property or other assets thereafter deliverable pursuant to Clause 5.2.1 or Clause 5.5.3. CEDC will not effect any Reorganisation, Merger or Disposal unless prior to the consummation thereof each
corporation or entity (other than CEDC) which may be required to deliver any securities or other property pursuant to Clause 5.2.1 or Clause 5.5.3 as provided herein shall assume in a written agreement the obligation to deliver to the Holdcos such
securities or other property as (in accordance with the foregoing provisions) the Holdcos may be entitled to receive and agreeing and confirming that the provisions of Clause 5.2.1 and Clause 5.5.3 shall continue in full force and effect,
enforceable against CEDC and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Clause 5.2.2(a) shall similarly apply to successive Reorganisations, Mergers and Disposals.



  

	 	(b)	Splits and Subdivisions; Dividends. In the event CEDC should at any time or from time to time (i) effectuate a split or subdivision of the
outstanding shares of CEDC Common Stock, (ii) pay a dividend in or make a distribution payable in additional shares of CEDC Common Stock or other securities that are convertible or exchangeable or exercisable into shares of CEDC Common Stock
(“Common Stock Equivalents”), or (iii) issue by reclassification of CEDC Common Stock any other capital stock of CEDC, in each case without payment of any consideration by such holder for the additional shares of CEDC Common
Stock or Common Stock Equivalents (including the additional shares of CEDC Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification
if no record date is fixed), the number of unissued Consideration Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event
the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Clause 5.2.2(b) shall be made successively each time that any event listed in this Clause 5.2.2(b) above shall occur.


  

	 	(c)	Combination of Shares. If the number of shares of CEDC Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse
split of the outstanding shares of CEDC Common Stock, the number of shares of unissued Consideration Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as at the effective date of such combination or reverse
split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated. 

  

 25 









	 	(d)	Cash Dividends and Other Distributions. If CEDC shall distribute to holders of CEDC Common Stock (i) any dividend or other distribution of cash,
evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Clause 5.2.2(b)) or (ii) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other
than any rights, options, warrants, or securities described below), that, in the case of both clause (i) and clause (ii) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of CEDC Common Stock as of the
trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of CEDC Common Stock on the FMV Date, then in each such case the number of unissued
Consideration Shares shall be increased in each case to the number obtained by multiplying (A) the number of unissued Consideration Shares, before such adjustment, and (B) the quotient of (1) the Fair Market Value of one share of CEDC
Common Stock on the last trading day preceding the first date on which the CEDC Common Stock trades regular way without the right to receive such distribution, divided by (2) the Fair Market Value calculated in clause (1) minus the amount
of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of CEDC Common Stock. In the
event that such distribution is not so made, then no such adjustment to the number of unissued Consideration Shares shall be made pursuant to this Clause 5.2.2(d). Notwithstanding anything in this Clause 5.2.2(d) to the contrary, no adjustment to
the number of unissued Consideration Shares shall be made pursuant to this Clause 5.2.2(d) as a result of the issuance or other sale by CEDC of any of its shares of CEDC Common Stock upon (A) the conversion or exchange of any of
CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement,
(B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of CEDC pursuant to a stock option
plan, benefit plan or incentive plan of CEDC, whether in effect as of the date of this Agreement or approved by the Board of Directors of CEDC after the date of this Agreement, or (C) the grant or issuance of rights pursuant to a shareholder
rights plan. 

  

	 	(e)	Certain Issuances. 

  

	 	(i)	 Without duplication of any other items contained in this Agreement, if at any time or from time to time CEDC shall issue (A) CEDC Common
Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, (x) the closing sale price of one share of CEDC Common Stock on the date of such issuance on and as reported by the
principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially
reasonable



  

 26 









	 	 
manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the
“Closing Price”), or (y) the volume weighted average trading price of one share of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading
for the thirty (30) trading days immediately preceding the date of such issuance, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of CEDC Common Stock as
determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard
(the “30-Day FMV”) or (B) rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock entitling the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per
share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day FMV, then the number of unissued Consideration Shares thereafter issuable shall be determined by multiplying the
number of then unissued Consideration Shares by a fraction, the numerator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or
exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of CEDC Common Stock offered for subscription or purchase
or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible
or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of CEDC Common Stock that could be purchased with the
aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at CEDC’s sole election, the Closing Price or the 30-Day FMV. Such adjustment shall be made
whenever such shares of CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such
shares of CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities. 


  

	 	(ii)	This Clause 5.2.2(e) shall not apply to issuances of CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in
connection with: 

  

	 	(A)	 the conversion or exchange of any of CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided,
such preferred stock,



  

 27 









	 	 
warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement or were issued in connection with a transaction not covered by Clause
5.2.2(e)(ii)(B), 


  

	 	(B)	the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights
granted to officers, directors or employees of CEDC pursuant to a stock option plan, benefit plan or incentive plan of CEDC, whether in effect as of the date of this Agreement or approved by the Board of Directors of CEDC after the date of this
Agreement, 

  

	 	(C)	the Note Purchase and Share Subscription Agreement, 

  

	 	(D)	this Agreement, 

  

	 	(E)	the issuance or exercise of any of the Warrants, 

  

	 	(F)	a Merger, Reorganization or Disposal, or 

  

	 	(G)	the grant or issuance of rights pursuant to a shareholder rights plan. 

  

	 	(iii)	If any CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an
allocation shall be made of the aggregate consideration received as between such CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as
determined in good faith and in a commercially reasonable manner by the Board of Directors of CEDC, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holdcos upon request), to determine a price per
share for such CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Clause 5.2.2(e). This Clause 5.2.2(e) shall apply with equal force and effect to any amendment, revision, adjustment, or
other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the
effect of allowing the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per share that is lower at the date of such modification than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day
FMV, subject to the provisions of Clause 5.2.2(e)(ii). No adjustment shall be made pursuant to this Clause 5.2.2(e). that would have the effect of decreasing the number of unissued Consideration Shares. 

  

	 	(f)	 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any
adjustment pursuant to this Clause 5.2.2, if any thereof shall not have been



  

 28 









	 	 
exercised, the number of unissued Consideration Shares shall be readjusted as if (i) the only shares of CEDC Common Stock issuable upon exercise of such rights, options, warrants, or
conversion or exchange privileges were the shares of CEDC Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (ii) shares of CEDC Common Stock actually issued, if
any, were issuable for the consideration actually received by CEDC upon such exercise plus the aggregate consideration, if any, actually received by CEDC for the issuance, sale, or grant of all such rights, options, warrants, or conversion or
exchange privileges whether or not exercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Clause 5.2.2(b)) have the effect of decreasing the number of unissued Consideration Shares by
an amount in excess of the amount of the adjustment to such number of unissued Consideration Shares initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.



  

	 	(g)	No Duplication. Notwithstanding anything else contained in this Clause 5.2.2, no single event shall result in an adjustment to the number of unissued
Consideration Shares under more than one of the subsections set forth in Clause 5.2.2 so as to result in duplication. 

  

	5.3	All shares of CEDC Common Stock issued under this Agreement and all shares of CEDC Common Stock issuable upon exercise of the Warrants shall be issued as fully
paid up and free from Encumbrances and shall be entitled to the rights and subject to the obligations set out in the Registration Rights Agreement. 

  

	5.4	Where CEDC issues shares of CEDC Common Stock or the Warrants under Clause 5 or Clause 8 of this Agreement, such issues shall be deemed to have been made on
behalf of Cayman 7 and Cayman 7 agrees to issue Partnership Interests (as defined under the Limited Partnership Agreement) to CEDC equal to the fair market value (as at the date of such issue of CEDC Common Stock or Warrants) of such shares of CEDC
Common Stock and Warrants so issued. 

  

	5.5	CEDC cash/share payment 

  

	 	5.5.1	In further consideration of the Holdcos granting to Cayman 7 the Cayman 7 Call Options, CEDC shall pay to the Holdcos in the Holdco Sharing Proportions the
amount of $31,860,000 in cash and in immediately available funds (the “CEDC Cash Payment”). 

  

	 	5.5.2	Subject to Clause 5.5.3 CEDC may make the CEDC Cash Payment on any Business Day following 30 October 2009, but not later than 15 January 2010,
provided, however, that if CEDC completes any equity offering, whether in a public offering or a private placement, which closes prior to 1 January 2010, the net cash proceeds of which are equal to or exceed $31,860,000, CEDC shall make the
CEDC Cash Payment within five Business Days of CEDC receiving the funds from such equity offering. 

  

	 	5.5.3	If CEDC does not make the CEDC Cash Payment on or prior to 15 January 2010, CEDC shall satisfy its obligation under Clause 5.5.1 through the issue to the
Holdcos on 10 February 2010, in the Holdco Sharing Proportions, of a number of shares of CEDC Common Stock equal to: (i) $32,510,000 (such amount being the “CEDC Share Payment Amount”) divided by (ii) the Twenty Day
VWAP on the dealing day immediately preceding 10 February 2010, rounded up to the nearest whole number (the “CEDC Share Payment”). 

  

 29 









	 	5.5.4	Notwithstanding anything contained in this Clause 5.5 to the contrary, CEDC shall not be obliged to issue any shares of CEDC Common Stock to the extent that to
do so would be a breach of NASDAQ Listing Rule 5635(a)(1). 

  

	 	5.5.5	If Clause 5.5.4 prohibits the settlement of the CEDC Share Payment in full in accordance with Clause 5.5.3, then: 

  

	 	(a)	such number of shares of CEDC Common Stock as may be issued without breaching Clause 5.5.4 shall be issued in accordance with Clause 5.5.3; and


  

	 	(b)	the CEDC Share Payment Amount shall accordingly be reduced by the Cash Equivalent of the shares of CEDC Common Stock issued pursuant to Clause 5.5.5(a),
determined using the Twenty Day VWAP instead of the Ten Day VWAP specified in the definition of “Cash Equivalent”, and such remaining amount will be settled by CEDC as soon as reasonably practicable thereafter and in any event no later
than 30 April 2010, either in cash, or through the issue of a number of shares of CEDC Common Stock equal to the Share Equivalent of the outstanding CEDC Share Payment Amount, determined using the Twenty Day VWAP instead of the Ten Day VWAP
specified in the definition of “Share Equivalent”, or any combination thereof that CEDC may elect that has an aggregate value equal to the outstanding CEDC Share Payment Amount. 

  

	6	ANTITRUST OBLIGATIONS 

  

	6.1	The right of Cayman 7 to exercise (i) any Cayman 7 Call Option (the “Relevant Cayman 7 Call Option”) the completion of which would give
CEDC the right to exercise control rights in respect of the Company, which rights would require an Antitrust Approval; and (ii) any subsequent Cayman 7 Call Options, shall be subject, in each case, to such Antitrust Approval being received. For
the avoidance of doubt, if the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option has been amended in accordance with Clause 3.1.5, such that it falls on the same date as the Cayman 7 Call Option Exercise Date of any other
Cayman 7 Call Option(s), then the exercise of such other Cayman 7 Call Option(s) shall not be subject to such Antitrust Approval being received. 

  

	6.2	If such a required Antitrust Approval has not been received prior to the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option as such date may
be amended in accordance with this Agreement except by operation of this Clause 6 (the “Relevant Cayman 7 Call Option Exercise Date”), Cayman 7 shall be obligated to pay to the Holdcos in cash: 

  

	 	6.2.1	if the Relevant Cayman 7 Call Option Exercise Date occurs on or before 31 December 2011, the lower of $50 million, and the Antitrust Adjustment Payment; and


  

	 	6.2.2	if the Relevant Cayman 7 Call Option Exercise Date occurs after 31 December 2011, the lower of $42.5 million, and the Antitrust Adjustment Payment, in each
case, on the Relevant Cayman 7 Call Option Exercise Date. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions. 

  

 30 









	6.3	If Antitrust Approval is subsequently received after the Relevant Cayman 7 Call Option Exercise Date, the Cayman 7 Call Option Exercise Date of the Relevant
Cayman 7 Call Option, and any other Cayman 7 Call Options delayed in accordance with the provision of this Clause 6, shall be deemed to be the date falling 60 days after the date of receipt of Antitrust Approval and all remaining Cayman 7 Call
Options shall once again be exercisable in accordance with their terms. 

  

	6.4	The $ Initial Cash Amounts payable to Cayman 4 and Cayman 5 in relation to the Relevant Cayman 7 Call Option shall be reduced by the amount actually received in
accordance with Clause 6, allocated between the Holdcos in the Holdco Sharing Proportions. 

  

	6.5	Where the exercise by Cayman 7 of any Cayman 7 Call Option is delayed due to the failure to obtain Antitrust Approval, the Initial Cash Amounts payable following
the exercise of such Cayman 7 Call Option shall be increased by an amount equal to interest accruing thereon at an annual rate of 8 per cent. from the relevant Cayman 7 Call Option Exercise Date before the application of Clauses 6.1 and 6.3
until the relevant Cayman 7 Call Option Exercise Date following the application of Clauses 6.1 and 6.3. 

  

	6.6	If Antitrust Approval is not subsequently received after the Relevant Cayman 7 Call Option Exercise Date, and an Exit is undertaken, then Cayman 7 shall, from
the proceeds received from such Exit, pay to the Holdcos within 30 days of such Exit, an amount in cash equal to the amount by which the Antitrust Adjustment Payment under Clause 6.2 exceeds the amounts paid by Cayman 7 to the Holdcos pursuant to
Clause 6.2. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions, and shall in no circumstance exceed the aggregate Exit proceeds received by Cayman 7 net of any fees, costs or expenses incurred by Cayman 7 with
regard to such Exit. 

  

	7	DEFERRAL OF ISSUE OF SHARES AND WARRANTS 

  

	7.1	Notwithstanding anything herein to the contrary, in order to ensure compliance with NASDAQ Listing Rule 5635(a)(2), if, immediately following the issuance of any
shares of CEDC Common Stock pursuant to this Agreement, the Holdcos and their Affiliates would collectively own 5% or more of the number of shares of CEDC Common Stock outstanding or 5% or more of the voting power of CEDC outstanding (the
“Substantial Shareholder Threshold”), then the following shall apply: 

  

	 	7.1.1	such number of shares of CEDC Common Stock as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms
of this Agreement; 

  

	 	7.1.2	in the case of shares of CEDC Common Stock issuable pursuant to Clause 5 hereof (excluding, for the avoidance of doubt, shares of CEDC Common Stock issuable upon
the exercise of any Warrant), the number of shares of CEDC Common Stock issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Clause 7.1.1;


  

	 	7.1.3	in the case of shares of CEDC Common Stock issuable pursuant to Clause 8.2 hereof, the amount of the relevant $ Initial Cash Amount outstanding and not yet
paid shall accordingly be reduced by the Cash Equivalent of such shares of CEDC Common Stock permitted to be issued pursuant to Clause 7.1.1; 

  

	 	7.1.4	 after such time as the Holdcos and their Affiliates have advised CEDC in writing that they collectively own 3.5% or less of the number of shares
of CEDC Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of shares of CEDC Common Stock to the Holdcos (a)



  

 31 









	 	 
in the case of shares of CEDC Common Stock relating to a Trailing Tranche (as defined in the Registration Rights Agreement), promptly and (b) in the case of shares of CEDC Common Stock
relating to a Leading Tranche (as defined in the Registration Rights Agreement), on the first Business Day after the effectiveness of the registration statement filed in relation to such shares of CEDC Common Stock (as contemplated by Sections
2.2(a), 2.2(b) and/or 2.2(c), as the case may be, and Section 2.11(c) of the Registration Rights Agreement) equal to the lesser of: 


  

	 	(a)	(1) the Share Equivalent of all outstanding $ Initial Cash Amounts that have not been paid due to the operation of this Clause 7.1 plus (2) the number of shares of
CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1; and 

  

	 	(b)	the maximum number of shares of CEDC Common Stock that may be issued without breaching the Substantial Shareholder Threshold, 

 and the relevant $ Initial Cash Amounts outstanding shall accordingly be reduced by the Cash Equivalent of the shares of CEDC Common Stock
issued pursuant to Clause 7.1.4(a)(1), and the number of shares of CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1 shall accordingly be reduced by the number of shares of CEDC
Common Stock issued pursuant to Clause 7.1.4(a)(2); and 
  

	 	7.1.5	Clause 7.1.4 shall continue to be applied until the amount of all outstanding $ Initial Cash Amounts that have not been paid due to the operation of this Clause
7.1, and the number of all shares of CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1, have been reduced to zero. 

  

	7.2	Each Holdco agrees to provide to CEDC such information regarding ownership of CEDC Common Stock by it and its Affiliates as CEDC may reasonably request in
connection with Clause 7.1. 

  

	8	ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION 

  

	8.1	Interest on Initial Cash Amounts 

 In respect of any Initial Cash Amounts payable in respect of any Cayman 7 Call Option, each such Initial Cash Amount shall be increased by 8 per cent. per annum for the period from: (a) the relevant Cayman 7 Call Option Exercise
Date; to (b) the earlier of: (i) the Holdco Put Option Exercise Date; and (ii) the actual date on which the relevant Cayman 7 Call Option is exercised, in accordance with Clause 3.1.3. 
  

	8.2	Adjustments in respect of the Second, Third and Final Cayman 7 Call Options 

  

	 	8.2.1	CEDC shall have the right to require that: 

  

	 	(a)	up to $14 million of the $ Initial Cash Amounts to be paid in respect of the Second Cayman 7 Call Option shall instead be paid by CEDC on behalf of Cayman 7
through the issue of shares of CEDC Common Stock to the Holdcos (the “Second Cayman 7 Call Option Substitute Right”); 

  

 32 









	 	(b)	up to $15 million of the $ Initial Cash Amounts to be paid in respect of the Third Cayman 7 Call Option shall instead be paid by CEDC on behalf of Cayman 7
through the issue of shares of CEDC Common Stock to the Holdcos (the “Third Cayman 7 Call Option Substitute Right”); 

  

	 	(c)	if the Final Cayman 7 Call Option Completion Date occurs after 30 June 2012, up to $20 million of the $ Initial Cash Amounts to be paid in respect of the Final
Cayman 7 Call Option shall instead be paid by CEDC on behalf of Cayman 7 through the issue of shares of CEDC Common Stock to the Holdcos (the “First Final Cayman 7 Call Option Substitute Right”); 

  

	 	(d)	if the Final Cayman 7 Call Option Completion Date occurs after 31 December 2011 but on or before 30 June 2012 (i) the $ Initial Cash Amounts to be
paid in respect of the Final Cayman 7 Call Option shall be reduced by $5 million and (ii) up to $15 million of such reduced $ Initial Cash Amount shall instead be paid by CEDC on behalf of Cayman 7, through the issue of shares of CEDC Common
Stock to the Holdcos (the “Second Final Cayman 7 Call Option Substitute Right”); and 

  

	 	(e)	if the Final Cayman 7 Call Option Completion Date occurs on or before 31 December 2011 (i) the $ Initial Cash Amounts to be paid in respect of the
Final Cayman 7 Call Option shall be reduced by $10 million; and (ii) up to $10 million of such reduced $ Initial Cash Amount shall instead be paid by CEDC on behalf of Cayman 7, through the issue of shares of CEDC Common Stock to the Holdcos
(the “Third Final Cayman 7 Call Option Substitute Right”). 

  

	 	8.2.2	Each Cayman 7 Call Option Substitute Right shall be exercised by CEDC giving written notice to the Holdcos no later than 30 days prior to the Cayman 7 Call
Option Exercise Date of the relevant Cayman 7 Call Option, such notice to include the amount of the $ Initial Cash Amounts to be substituted through exercise of the relevant Cayman 7 Call Option Substitute Right (the “Substitute
Amount”). 

  

	 	8.2.3	The number of shares of CEDC Common Stock to be issued to the Holdcos following exercise of a Cayman 7 Call Option Substitute Right shall be equal to:


  

	 	(a)	in respect of the Second Cayman 7 Call Option Substitute Right, the Substitute Amount, divided by the Ten Day VWAP of CEDC Common Stock on the dealing day
immediately prior to the Second Cayman 7 Call Option Exercise Date; 

  

	 	(b)	in respect of the Third Cayman 7 Call Option Substitute Right, the Substitute Amount divided by the Ten Day VWAP of CEDC Common Stock on the dealing day
immediately prior to the Third Cayman 7 Call Option Exercise Date; and 

  

	 	(c)	in respect of the First Final Cayman 7 Call Option Substitute Right, the Second Final Cayman 7 Call Substitute Right and the Third Final Cayman 7 Call Option
Substitute Right, the Substitute Amount divided by the Ten Day VWAP of CEDC Common Stock on the dealing day immediately prior to the Final Cayman 7 Call Option Exercise Date. 

  

 33 









	 	8.2.4	The shares of CEDC Common Stock issued following exercise of a Cayman 7 Call Option Substitute Right shall be allocated between the Holdcos according to the
Holdco Sharing Proportions. 

  

	 	8.2.5	Where CEDC exercises a Cayman 7 Call Option Substitute Right, CEDC shall issue the relevant number of shares of CEDC Common Stock to the Holdcos on the relevant
Cayman 7 Call Option Exercise Date, save that if CEDC defaults on such obligation to issue such shares of CEDC Common Stock on the relevant Cayman 7 Call Option Exercise Date CEDC shall be afforded a cure period of 30 days thereafter during which to
effect such issue (the “Substitute Cure Period”), and if CEDC so issues such shares of CEDC Common Stock during the Substitute Cure Period, the relevant Ten Day VWAP to be used for calculating the number of shares of CEDC Common
Stock to be issued shall be the Ten Day VWAP on the trading day immediately prior to the date of the actual issue of such shares. 

  

	 	8.2.6	Where CEDC exercises its rights under a Cayman 7 Call Option Substitute Right and issues the relevant shares of CEDC Common Stock, the $ Initial Cash Amounts to
be paid by Cayman 7 shall be reduced by the Substitute Amount and such reduction shall be allocated between the Holdcos according to the Holdco Sharing Proportions. 

  

	 	8.2.7	The adjustments set out in this Clause 8.2 shall not apply in respect of the calculation or determination of the Cayman 4 Put Option Price and the Cayman 5 Put
Option Price. 

  

	8.3	Adjustment in respect of issue of 2010 Shares and 2012 Shares 

  

	 	8.3.1	[INTENTIONALLY LEFT BLANK] 

  

	 	8.3.2	The $ Initial Cash Amount payable to the Holdcos in respect of the Third Cayman 7 Call Option shall be reduced by an amount equal to: 


 

	 	(a)	$5,930,000 where CEDC makes a CEDC Cash Payment; or 

  

	 	(b)	$6,255,000 where CEDC makes a CEDC Share Payment or where Clause 5.5.5 applies, 

 such reductions to be applied between the Holdcos in the Holdco Sharing Proportions. 
  

	 	8.3.3	If the Thirty Day VWAP of CEDC Common Stock on 15 June 2010 (the “15 June 2010 VWAP”), is less than $19, Cayman 7 shall pay:


  

	 	(a)	to Cayman 4, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of
shares of CEDC Common Stock to be issued to Cayman 4 as set out in the third row of Column J of Schedule 2 x ($19 minus the 15 June 2010 VWAP); and 

  

	 	(b)	to Cayman 5, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of
shares of CEDC Common Stock to be issued to Cayman 5 as set out in the third row of Column K of Schedule 2 x ($19 minus the 15 June 2010 VWAP). 

  

 34 









	 	8.3.4	In respect of the shares of CEDC Common Stock to be issued pursuant to Clause 5.2.1(c), the number of shares of CEDC Common Stock to be issued to each of Cayman
4 and Cayman 5 will be reduced: 

  

	 	(a)	by 100 per cent. if the Final Cayman 7 Call Option Completion Date falls on or before 31 December 2010; 

  

	 	(b)	by 50 per cent. if the Final Cayman 7 Call Option Completion Date falls after 31 December 2010 but on or before 31 December 2011; or


  

	 	(c)	by 25 per cent. if the Final Cayman 7 Call Option Completion Date falls after 31 December 2011 but before 30 June 2012. 


 

	8.4	Payment of dividends 

  

	 	8.4.1	If the Company makes any dividend, payment or other form of cash distribution (a “Distribution”) to a Holdco in respect of its holding of Shares
in the Company, the $ Initial Cash Amount payable to that Holdco upon the exercise of the next Cayman 7 Call Option becoming exercisable following the date of the Distribution shall be reduced by an amount equal in value to such Distribution
increased by an amount equivalent to interest at the rate of 8 per cent. per annum from the date of receipt of the Distribution to the next Cayman 7 Call Option Exercise Date. 

  

	 	8.4.2	To the extent that the Company makes a Distribution to Cayman 7, it is acknowledged that under the terms of the Limited Partnership Agreement Cayman 7 will
further distribute the proceeds of the Distribution to the Class A Limited Partners in Cayman 7. Under the Limited Partnership Agreement, immediately upon receipt of such distribution, the Class A Limited Partners have agreed to put Cayman
7 in funds of equal value to that Distribution (once made), and Cayman 7 undertakes to pay such amount to the Holdcos (divided pro rata between the Holdcos based on their respective entitlements under the next Initial Cash Amount due) as a
payment on account of the next $ Initial Cash Amount due (an “Advance Payment”), with the benefit of such payment on account deemed to have increased by an amount equal to such amount accruing interest at 8 per cent. per annum
from the date that Cayman 7 has made payment of such amount on account to the Holdcos until the Cayman 7 Call Option Exercise Date of the next Cayman 7 Call Option. 

  

	8.5	Minority Purchase adjustment 

 In the event of a Minority Purchase following the date of this Agreement, the $ Initial Cash Amount payable from Cayman 7 to Cayman 5 in respect of the exercise of the next Cayman 7 Call Option following such Minority Purchase shall be
increased by an amount equal to $0.20 for each $1 of Principal Investment Value payable under the Minority Purchase, subject to a maximum increase of $4 million. 
  

	9	OFFER TO INITIAL SELLER PARTIES 

  

	9.1	The Parties agree that Cayman 7 shall have the right, at the direction of CEDC only (and Cayman 7 shall so exercise such right at the direction of CEDC), to
direct the Company to acquire some or all of the Initial Seller Party Securities held by an Initial Seller Party or its Permitted Transferee (as defined in the Lux 1 Shareholders Agreement) as at the date of this Agreement (the
“Elective Minority Purchase”), subject to the Initial Seller Party or its Permitted Transferees holding such Initial Seller Party Securities agreeing to the terms of such an Elective Minority Purchase and also the Company consenting
to the transfer of the relevant Initial Seller Party Securities under the terms of the Lux 1 Shareholders Agreement which consent shall be given subject to the following conditions: 

  

	 	9.1.1	that the existing pledges over the Initial Seller Party Securities given as security for the obligations of Cirey Holdings, Inc. under the Original Sale
Agreement will be replaced with substitute security which is satisfactory to Cyprus 1, acting reasonably; 

  

 35 









	 	9.1.2	that, to the extent that any consent, amendment or waiver is required from any person who is a party to any Finance Documents, such consent, amendment or waiver
is duly obtained (and the Parties shall use their reasonable commercial endeavours to obtain such consents, and shall consult with each other in relation thereto); 

  

	 	9.1.3	that Cayman 7 shall pledge the Initial Seller Party Securities acquired to the Holdcos on substantially the same terms as the Cayman 7 Pledge; and


  

	 	9.1.4	all Elective Minority Purchases are completed no later than the Final Discharge Date. 

  

	10	WARRANTIES AND UNDERTAKINGS 

  

	10.1	Cayman 4 warrants to Cayman 7 that: 

  

	 	10.1.1	as of the date of this Agreement, Cayman 4 is the sole owner of 201,000,000 Ordinary Shares which, save for the Holdco Pledges, are free from Encumbrances; and


  

	 	10.1.2	as at the dates of completion of the transfers of any of the Ordinary Shares to Cayman 7 pursuant to this Agreement, Cayman 4 will be the sole owner of the
Ordinary Shares being transferred to Cayman 7 and such Ordinary Shares will, save for the Holdco Pledges, be free from Encumbrances. 

  

	10.2	Cayman 5 warrants to Cayman 7 that: 

  

	 	10.2.1	as of the date of this Agreement, Cayman 5 is the sole owner of the Preference Shares which, save for the Holdco Pledges, are free from Encumbrances; and


  

	 	10.2.2	as at the dates of completion of the transfers of any of the Preference Shares to Cayman 7 pursuant to this Agreement, Cayman 5 will be the sole owner of the
Preference Shares being transferred to Cayman 7 and such Preference Shares will, save for the Holdco Pledges, be free from Encumbrances. 

  

	10.3	Cayman 7 warrants to the Holdcos that 

  

	 	10.3.1	as at the date of completion of the transfer of any shares from Cayman 7 to the Holdcos pursuant to this Agreement, Cayman 7 will be the sole owner of the shares
being transferred by it to the Holdcos and such shares will, save for the Cayman 7 Pledge, be free from Encumbrances; and 

  

	 	10.3.2	as at the date of this Agreement, Cayman 7 is the sole owner of 311,500,000 Ordinary Shares which, save for the Cayman 7 Pledge, are free from
Encumbrances. 

  

 36 









	10.4	CEDC represents and warrants to the Holdcos that, as of the date hereof, the number of shares of CEDC Common Stock issuable pursuant to this Agreement and any
other Transaction Document is equal to or less than the sum of (a) the number of authorized but unissued shares of CEDC Common Stock and (b) the number of treasury shares of CEDC Common Stock, in each case that are not reserved for future
issuance in connection with transactions in the shares of the capital stock of CEDC (other than under the Transaction Documents) on the date hereof (such shares, the “Available Shares”). 

  

	10.5	If CEDC shall not have delivered the full number of shares of CEDC Common Stock otherwise deliverable pursuant to this Agreement or any other Transaction
Document as a result of CEDC not having sufficient authorized but unissued shares of CEDC Common Stock available at the time or times that the relevant rights under this Agreement or any other Transaction Document is exercised (the resulting
deficit, the “Deficit Shares”), CEDC shall use reasonable efforts to promptly authorize unissued shares of CEDC Common Stock sufficient to issue the full number of the Deficit Shares and to issue and deliver such Deficit Shares in
accordance with Clause 10.6. In any event CEDC shall be continually obligated to deliver, from time to time in accordance with Clause 10.6 until the full number of Deficit Shares have been delivered pursuant to this paragraph, shares of CEDC Common
Stock to the extent that: 

  

	 	10.5.1	shares of CEDC Common Stock are subsequently repurchased, acquired or otherwise received by CEDC or any of its subsidiaries (whether or not in exchange for cash,
fair value or any other consideration); 

  

	 	10.5.2	authorized and unissued shares of CEDC Common Stock reserved for issuance in respect of other transactions become no longer so reserved; or


  

	 	10.5.3	CEDC additionally authorizes any unissued shares of CEDC Common Stock. 

  

	10.6	To the extent that any Deficit Shares are deliverable pursuant to Clause 10.5, CEDC shall deliver such Deficit Shares (a) in the case of Deficit Shares
relating to a Trailing Tranche (as defined in the Registration Rights Agreement), promptly and (b) in the case of Deficit Shares relating to a Leading Tranche (as defined in the Registration Rights Agreement), on the first Business Day after
the effectiveness of the registration statement filed in relation to such Deficit Shares (as contemplated by Sections 2.2(a), 2.2(b) and/or 2.2(c), as the case may be, and Section 2.11(c) of the Registration Rights Agreement).


  

	10.7	CEDC shall promptly notify the Holdcos of the occurrence of any of the events described in Clause 10.5.1, 10.5.2 or 10.5.3 (including the number of shares of
CEDC Common Stock subject to Clause 10.5.1, 10.5.2 or 10.5.3 and the corresponding number of shares of CEDC Common Stock to be delivered) and promptly deliver such shares of Common Stock thereafter. Except as contemplated in the Transaction
Documents, CEDC shall not take any action to decrease the number of Available Shares below the number of shares of CEDC Common Stock which are required to be issued pursuant to the Transaction Documents. 

  

	11	CEDC GUARANTEE 

  

	11.1	CEDC, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Holdcos, the payment and performance by Cayman 7,
when due, of all amounts and obligations under this Agreement (the “Guaranteed Obligations”). This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in
full. 

  

 37 









	11.2	This guarantee shall be in addition to and independent of all other security which the Holdcos may hold from time to time in respect of the discharge and
performance by Cayman 7 of the Guaranteed Obligations. 

  

	11.3	CEDC’s obligations under this Clause 11: 

  

	 	11.3.1	constitute direct, primary and unconditional obligations to pay on demand by the Holdcos any sum which Cayman 7 is liable to pay under this Agreement and to
perform on demand any obligation of Cayman 7 under this Agreement without requiring the Holdcos first to take any steps against Cayman 7 or any other Person; and 

  

	 	11.3.2	shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:


  

	 	(a)	any time or indulgence granted to, or composition with, Cayman 7 or any other Person; or 

  

	 	(b)	any amendment of this Agreement; or 

  

	 	(c)	the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against Cayman 7 or any other Person; or


  

	 	(d)	any legal limitation, disability or other circumstance relating to Cayman 7 or any unenforceability or invalidity of any obligation of Cayman 7 under this
Agreement. 

  

	12	DEFAULT 

  

	12.1	If upon expiry of the Outstanding Consideration Payment Notice Period, Cayman 7 has not discharged in full its obligations to pay the Outstanding Consideration,
Cayman 7 shall be in breach of its obligations under this Agreement to satisfy the Outstanding Consideration (an “Enforcement Event”) and the Holdcos shall, without prejudice to any other rights they may have under this Agreement or
at law, be entitled to enforce their rights under the Cayman 7 Pledge in addition to the exercise of their rights under Clause 11. 

  

	12.2	The Holdcos shall, notwithstanding the term of the Holdco Put Option Period at Clause 3.2.1, be entitled to immediately exercise the Holdco Put Option (and
subsequently the Holdco Call Option) if at any time prior to the Final Discharge Date: 

  

	 	12.2.1	a CEDC Finance Default occurs, provided that CEDC shall have the right to provide a Bank Guarantee in favour of the Holdcos in respect of the maximum amount of
all of its future cash obligations under the Transaction Documents within five Business Days of the occurrence of a CEDC Finance Default and for as long as the Bank Guarantee remains in force, the Holdcos shall not be entitled by operation of this
Clause 12.2.1 alone, to exercise the Holdco Put Option; 

  

	 	12.2.2	CEDC has failed to issue shares of CEDC Common Stock under this Agreement, and CEDC has not remedied such failure within five Business Days (or such other period
as the Parties may agree) following the date on which such obligations arose; 

  

	 	12.2.3	there is a Security Impairment Event; 

  

 38 









	 	12.2.4	CEDC (in its capacity of Controlling Party or Minority Party, as the case may be, as both terms are defined in the Governance and Shareholders Agreement) is in
material breach of a material obligation under the Governance and Shareholders Agreement, and such breach has remained unremedied for 60 days and has not been waived by the relevant Lion Parties (as defined in the Governance and Shareholders
Agreement) thereunder; 

  

	 	12.2.5	CEDC is the Controlling Party (as defined in the Governance and Shareholders Agreement), and there is a breach of the obligation to obtain Minority Consent (as
defined in the Governance and Shareholders Agreement) when required and such breach has remained unremedied for 45 days; 

  

	 	12.2.6	there is a Change of Control of CEDC or of any ultimate Holding Company of CEDC (save that the Holdcos shall only be entitled to exercise the Holdco Put Option
for the period of 60 days following the occurrence of such event); 

  

	 	12.2.7	payment of those amounts due under Clause 6.2 are not made within 30 days of their falling due; or 

  

	 	12.2.8	as a result of any act or omission by CEDC, Cayman 7 breaches its obligations under Clause 8.4.2 to make an Advance Payment, subject to Cayman 7 being afforded
15 days from the date such breach arises to remedy such breach. 

  

	12.3	Holdco Default 

 If, at
any time prior to the Final Discharge Date, the Holdcos are in breach of their obligations under this Agreement to transfer Shares to Cayman 7, Cayman 7 shall be entitled to enforce its rights under the Holdco Pledge, but only in relation to those
Shares in respect of which the Holdcos are in breach of their respective obligations under this Agreement to have transferred to Cayman 7. 
  

	13	SECURITY 

  

	13.1	As security for Cayman 7’s obligations under this Agreement, Cayman 7 shall pledge all shares in the Company held by Cayman 7 from time to time in favour of
the Holdcos on the terms of the Cayman 7 Pledge (the “Security Assets”). The Cayman 7 Pledge shall be released by the Holdcos only on the Final Discharge Date. 

  

	13.2	As security for the Holdcos’ obligations under this Agreement the Holdcos shall pledge all Shares held by the Holdcos from time to time in favour of Cayman
7 on the terms of the Holdco Pledge. 

  

	13.3	Cayman 7 undertakes to grant to the Holdcos additional security, on terms reasonably satisfactory to the Holdcos, in respect of any assets held by Cayman 7 from
time to time and not subject to the Cayman 7 Pledge. 

  

	13.4	Cayman 7 and each of the Holdcos shall not vary Clause 8.1 (Proceeds upon Enforcement of Security) of the Cayman 7 Pledge or Clause 8.1 (Process
upon Enforcement of Security) of either Holdco Pledge, in each case except with the written agreement of CEDC. 

  

	14	US TAX COMPLIANCE 

  

	14.1	 The parties to this Agreement agree to treat the Cayman 7 Call Option and the Holdco Put Option as an instrument treated in accordance with
section 1275 of the United States Internal Revenue Code of 1986, as amended, issued by Cayman 7 Cayman 4 and Cayman 5 in



  

 39 









	 	 
exchange for all shares of the Company held by each of Cayman 4 and Cayman 5 in an instalment sale solely for US Tax purposes. The Parties shall consistently report, for all US Tax purposes, the
transactions contemplated herein in the manner described in this Clause 14. 


  

	14.2	To the extent permissible under applicable GAAP, the Parties agree to treat the transactions contemplated under this Agreement as a sale of the Company.


  

	14.3	Cayman 7 shall keep a register of the option and holders of Shares for purposes of complying with the US Portfolio Interest provisions of Section 871(h)
and/or 881(c) of the Code. 

  

	15	ASSIGNMENT 

 No Party will
be entitled to assign or transfer all or any of its rights, benefits or obligations under this Agreement or any document referred to in it without the prior written consent of the other parties. 
  

	16	ENTIRE AGREEMENT 

 This
Agreement, and the documents referred to in it in agreed form together constitute the entire agreement and understanding of the Parties in relation to the matters the subject thereto and supersede any previous agreement between the Parties (whether
written or oral) in relation to all or any of such matters and without prejudice to the generality of the foregoing, excludes any representation, warranty, condition or other undertaking implied at law or by custom other than where expressly
contained in this Agreement, provided that nothing in this Clause 16 shall exclude a Party from liability for fraudulent misrepresentation. 
  

	17	VARIATION 

 Any variation
of this Agreement must be in a written document and signed by each Party or a duly authorised officer or representative of each Party and where any such document exists and is so signed such Party shall not allege that the same is not binding by
virtue of an absence of consideration. 
  

	18	WAIVER 

  

	18.1	A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such or other rights or remedies nor
shall operate so as to bar the exercise or enforcement thereof. No single or partial exercise of any right or remedy under this Agreement shall prevent further or other exercise of such or other rights or remedies. 

  

	18.2	No waiver by any Party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed
by such Party. 

  

	18.3	The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law. 

  

	19	ILLEGALITY AND SEVERANCE 

  

	19.1	The provisions contained in each Clause of this Agreement shall be enforceable independently of the others and the invalidity of any one provision shall not
affect the validity of the others. 

  

	19.2	 If a provision of this Agreement is, or but for this Clause 19 would be, held to be illegal, invalid or unenforceable, in whole or in part, in
the jurisdiction to which it pertains but would be legal, valid and enforceable if part of the provision was deleted, the provision shall apply



  

 40 









	 	 
with the minimum modification necessary to make it legal, valid and enforceable in that jurisdiction, and any such illegality, invalidity or unenforceability in any jurisdiction shall not
invalidate or render invalid or unenforceable such provisions in any other jurisdiction. 


  

	19.3	If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 19.2 cannot be used to make it legal, valid and
enforceable, a Party may require the other Parties to enter into a new agreement or deed under which those Parties undertake in the terms of the original provision, but subject to such amendments as the first Party specifies in order to make the
provision legal, valid and enforceable. No Party will be obliged to enter into a new agreement or deed that would increase its liability beyond that contained in this Agreement, had all its provisions been legal, valid and enforceable.


  

	20	RIGHTS OF THIRD PARTIES 

  

	20.1	A Party who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this
Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act. Accordingly, this Agreement shall be binding upon and enure solely for the benefit of the Parties hereto in accordance with
this Agreement and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. 

  

	21	COUNTERPARTS 

 This
Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be
effective until each Party has executed at least one part or counterpart. 
  

	22	NOTICES 

  

	22.1	Any notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the Party due to receive it at the
address or fax numbers set out in Clause 22.2 and shall be deemed to have been delivered in accordance with Clause 22.3. 

  

	22.2	The Parties’ addresses and fax numbers for the purposes of this Agreement are: 

  

	 	22.2.1	In the case of the Holdcos and Cayman 7: 

 Lion Capital LLP 
 21 Grosvenor Place 
 London SW1X 7HF 
 United Kingdom 
 For the attention of: Javier Ferrán/James
Cocker 
 Fax number: +44 20 7201 2222 
 with a courtesy copy (which shall not constitute notice) to: 
 Weil, Gotshal & Manges 
 One South Place 
 London EC2M 2WG 
 United Kingdom 
 For the attention of: Michael Francies/Ian Hamilton 
 Fax number: +44 20 7903 0990 
  

 41 









	 	22.2.2	In the case of CEDC: 

 CEDC Warsaw 
 ul. Bobrowiecka 6 
 02-728 Warszawa 
 Poland 
 For the attention of: Bill Carey 
 Fax number: +48 22 455 1810/+1 941 330 9617 
 with a courtesy copy (which shall not constitute notice) to: 
 Dewey & LeBoeuf 
 No. 1 Minster Court 
 Mincing Lane 
 London EC3R 7YL 
 For the attention of: Steve Horvath 
 Fax number: +44 20 7459 5099

 or such other address or fax number as the relevant Party notifies to the other Parties, which change of address shall only
take effect if delivered and received in accordance Clause 22.3. 
  

	22.3	A notice so addressed shall be deemed to have been received: 

  

	 	22.3.1	if personally delivered, at the time of delivery; 

  

	 	22.3.2	if sent by pre-paid, recorded delivery or registered post, two Business Days after the date of posting to the relevant address; 

  

	 	22.3.3	if sent by registered air-mail, five Business Days after the date of posting to the relevant address; or 

  

	 	22.3.4	if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice
or communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am and 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be
deemed to have been received on the next Business Day. 

  

	22.4	CEDC irrevocably authorises and appoints Law Debenture Corporate Services Limited presently at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as
its agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 22 shall be deemed to be effective service on CEDC.


  

	22.5	Each of Cayman 4, Cayman 5 and Cayman 7 irrevocably authorises and appoints Lion Capital LLP whose registered address is at 21 Grosvenor Place, London, SW1X 7HF
United Kingdom as their agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 22 shall be deemed to be effective service
on Cayman 4, Cayman 5 or Cayman 7, as the case may be. 

  

 42 









	23	JURISDICTION 

 The Parties
irrevocably agree that, subject as provided below, the courts of England shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual
claims). Nothing in this Clause 23 shall limit the right of the Parties to commence proceedings to seek equitable (or equivalent) relief or to seek enforcement of a final non-appealable judgment of the courts of England or in any court of an
Approved Jurisdiction which has competent jurisdiction, nor shall the commencement of such proceedings in any one or more Approved Jurisdictions preclude the commencement of similar proceedings in any other Approved Jurisdiction, whether
concurrently or not, to the extent permitted by the law of such other Approved Jurisdiction. No Party shall be entitled to commence proceedings in any court in any jurisdiction other than England or of an Approved Jurisdiction. 
  

	24	GOVERNING LAW 

 This
Agreement and all matters (including, without limitation, any contractual or non-contractual obligation) arising from or connected with it are governed by, and will be construed in accordance with, English law. 
  

	25	COSTS 

 Such fees and
expenses as are incurred by CEDC and the Group and its Affiliates in respect of the service provided to them by: (i) Dewey & LeBoeuf LLP; (ii) KPMG LLP; (iii) PricewaterhouseCoopers LLP; and (iv) Weil, Gotshal &
Manges respectively, relating specifically to the execution of this Agreement and the rescission of the Original Option Agreement will be deducted from the $ Initial Cash Amounts payable under the Second Cayman 7 Call Option, apportioned between the
Holdcos in the Holdco Sharing Proportion, provided that: (i) such fees are reasonably and properly incurred prior to the execution of this Agreement; (ii) CEDC and the Holdcos shall procure that, no later than 30 days following the date of
this Agreement, the relevant advisors engaged by them provide to the Holdcos a breakdown of the fees in reasonable detail; and (iii) no such fees incurred by CEDC which are in excess of $50k per advisor will be reimbursed without the prior
approval of both the Holdcos. 
 THIS AGREEMENT IS EXECUTED ON THE DATE SHOWN ON PAGE 1 ABOVE. 
  

 43 








 SCHEDULE 1 
 INFORMATION ABOUT THE COMPANY 
  

							
	1	  	Registered number:	  	225655
			
	2	  	Date of incorporation:	  	30.05.09
			
	3	  	Place of incorporation:	  	Grand Cayman, Cayman Islands
			
	4	  	Registered office address:	  	 c/o Stuarts Corporate Services Ltd,
 4th Floor, 36A Dr Roy’s Drive,
 Cayman Financial Center
 P O Box 2510,
 George Town,
 Grand Cayman,
 Cayman Islands

			
	5	  	Type of company:	  	Exempt
			
	6	  	Authorised share capital:	  	
				
		  	(a)	  	amount:	  	512,500,100
				
		  	(b)	  	number and class of shares:	  	 (1) 512,500,000 A Ordinary Shares
 (2) 100 Preference Shares

			
	7	  	Issued share capital:	  	
				
		  	(a)	  	amount:	  	12,500,100
				
		  	 (b)
	  	 number and class of shares:
	  	 (1) 512,500,000 A Ordinary Shares
 (2) 100 Preference Shares

			
	8	  	Members:	  	 (1) Lion/Rally Cayman 4
  
 (2) Lion/Rally Cayman 5
  
 (3) Lion/Rally Cayman 7

			
	9	  	Directors:	  	Hayley Tanguy, Rob Jones
			
	10	  	Secretary:	  	None
			
	11	  	Accounting reference date:	  	N/A

  

 44 








 SCHEDULE 2 
 CONSIDERATION PAYABLE 
  

																					
	A	 	B	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	K
	 	 	 	 	 	 	 	 	 	 	 
	 Cayman
 7 Call
 Option
	 	 Cayman 7
Call
 Option
Exercise
 Date
	 	 $ Initial

Cash
 Amount
 due to
Cayman 4
 in respect
 of the
Relevant
Cayman 7
Call Option
	 	 € Initial
 Cash
 Amount due
to Cayman
 4 in respect
 of the
 exercise of
 the
 Relevant
Cayman 7
Call Option
  
	 	 $ Initial

Cash
 Amount due
to Cayman
 5 in respect
 of the
 exercise of
 Relevant
 Cayman 7
 Call Option
	 	 No. of
Ordinary
Shares to
be
 delivered by
 Cayman 4 to
 Cayman 7 in
 respect of
 the Relevant
 Cayman 7
 Call Option
	 	 No. of
 Preference
Shares to be
delivered by
Cayman 5 to
Cayman 7 in
 respect of
 the Relevant
 Cayman 7
 Call Option
	 	 No. of
 Warrants
 to
be
 delivered
 to
 Cayman 4,
 by
 exercise
 date
	 	 No. of
 Warrants
 to
be
 delivered
 to
 Cayman 5,
 by
 exercise
 date
	 	 No. of
 Shares of
 CEDC
 Common
 Stock to
 be issued
 to
 Cayman 4
	 	 No. of

 Shares of
 CEDC
 Common
 Stock to
 be issued
 to
 Cayman 5

	First	 	31/10/2009    
	 	0  	 	0  	 	6,000,000  	 	6,900,000  	 	3  	 	0  	 	0  	 	0  	 	0  
	Second	 	30/06/2010  	 	27,998,415  	 	22,822,679  	 	11,332,102  	 	63,500,000  	 	32  	 	0  	 	0  	 	(to be
issued on
15 June
2010)  
 1,196,768  
  
	 	(to be
issued on
15 June
2010)  
 378,232

	Third	 	31/05/2011  	 	44,776,132    
	 	62,243,670  	 	20,932,097  	 	53,000,000  	 	26  	 	1,132,598  	 	357,952  	 	0  	 	0  
	Fourth	 	31/07/2012  	 	45,417,867    
	 	63,087,417  	 	21,226,823  	 	48,000,000  	 	24  	 	227,956  	 	72,044  	 	571,297  	 	180,555  
	Final	 	31/05/2013  	 	47,341,132    
	 	62,243,670  	 	21,742,097  	 	29,600,000  	 	15  	 	1,370,632  	 	433,181  	 	0  	 	0  

  

 45 








 SCHEDULE 3 
 FORM OF OPTION NOTICES 
 PART A 
 CAYMAN 7 CALL OPTION NOTICE 
  

	From:	Lion /Rally Cayman 7 L.P. (“Cayman 7”) 

 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
  

	To:	Lion/Rally Cayman 4 (“Cayman 4”) 

 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 Lion/Rally Cayman 5 (“Cayman 5”) 
 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 By Fax and Courier 
 [date] 
 EXERCISE OF CAYMAN 7 CALL OPTION 
 Dear Sirs 
 Reference is made to the option agreement dated [—] 2009 between: (i) Lion/Rally Cayman 4;
(ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the “Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option
Agreement unless otherwise defined herein. This is a Cayman 7 Call Option Notice under the Option Agreement. 
 We, Cayman 7, hereby exercise
our rights under Clause 2.1 of the Option Agreement in respect of the [First/Second/Third/Fourth/Final] Cayman 7 Call Option to acquire the following Shares: 
 Ordinary Shares held by Cayman 4: [—] 
 Preference Shares held by Cayman 5: [—] 
 (the “Option
Shares”). 
 Accordingly, against payment to: 
  

	1)	Cayman 4 of the $ Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column C of Schedule 2 (as adjusted in accordance with the Option Agreement);


  

 46 









	2)	Cayman 4 of the € Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column D of Schedule 2; and 

  

	3)	Cayman 5 of the $ Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column E of Schedule 2 (as adjusted in accordance with the Option Agreement),


 we hereby require you to deliver to us duly executed transfer(s) in our favour transferring to us such Option Shares.

 [CEDC has exercised its rights under Clause 8.2.1[(a)/(b)/(c)/(d)/(e)] of the Option Agreement and $[—] of the Initial Cash Amounts shall be substituted by CEDC through the issue of [—] shares of CEDC Common Stock to Lion/Rally Cayman 4 and [—] shares CEDC Common Stock to Lion/Rally Cayman 5.] 
 In accordance with the Option Agreement, the
transfer to us by you of the Option Shares, and the payment by us to you in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice]. 
 Payment by us to you in respect of the Option Shares shall be made to the following account, unless otherwise notified to us by you: 
 in respect of the payment to Cayman 4: 
 [insert Cayman 4 bank details] 
 in respect of the payment to Cayman 5: 
 [insert Cayman 5 bank details] 
 Yours
faithfully 
  

	
	  

	  
 Signed by [name of director]
 for and on behalf of
 Lion/Rally Cayman 8

 acting as general partner of
 Lion/Rally Cayman 7 L.P.
  
 Acknowledged and
Accepted:

	
	  

	  
 for and on behalf of
 Lion/Rally Cayman 4

	
	  

	  
 for and on behalf of
 Lion/Rally Cayman 5


  

 47 








 PART B 
 HOLDCO PUT OPTION NOTICE 
  

	From:	Lion/Rally Cayman 4 (“Cayman 4”) 

 c/o Stuarts Corporate Services Ltd. 
 Cayman Islands 
 Lion/Rally Cayman 5 (“Cayman 5”) 
 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 (together the “Holdcos”) 
  

	To:	Lion /Rally Cayman 7 L.P. (“Cayman 7”) 

 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 By Fax and Courier 
 [date] 
 EXERCISE OF HOLDCO PUT OPTION 
 Dear Sirs 
 Reference is made to the option
agreement dated [—] 2009 between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the
“Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option Agreement unless otherwise defined herein. This is a Holdco Put Option Notice under the Option Agreement. 
 We, the Holdcos, hereby exercise our rights under Clause 2.2 of the Option Agreement in respect of the Holdco Put Option to require Cayman 7 to acquire the
following Shares: 
 Ordinary Shares held by Cayman 4: [—] 
 Preference Shares held by Cayman 5: [—] 
 (the “Option Shares”). 
 Payment
to Cayman 4 of [—] (the Cayman 4 Put Option Price) and to Cayman 5 of [—] (the Cayman 5 Put Option Price) shall be left outstanding on the terms of
the Option Agreement. 
 In accordance with the Option Agreement, the transfer to you by us of the Option Shares, and the payment by you to us
in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice]. 
  

	
	Yours faithfully
	
	  
	
	 for and on behalf of
 Lion/Rally Cayman 4


  

 48 









	
	  
	  
 for and on behalf of
 Lion/Rally Cayman 5

	  
 Acknowledged and Accepted:

	
	  

	
	 Signed by [name of director]
 for and on behalf of
 Lion/Rally Cayman 8
 acting as general partner of
 Lion/Rally Cayman 7 L.P.


  

 49 








 PART C 
 HOLDCO CALL OPTION NOTICE 
  

	From:	Lion/Rally Cayman 4 (“Cayman 4”) 

 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 Lion/Rally Cayman 5 (“Cayman 5”) 
 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 (together the “Holdcos”) 
  

	To:	Lion /Rally Cayman 7 L.P. (“Cayman 7”) 

 c/o Stuarts Corporate Services Ltd. 
 PO Box 2510 
 Grand Cayman KY1-1104 
 Cayman Islands 
 By Fax and Courier 
 [date] 
 EXERCISE OF HOLDCO CALL OPTION 
 Dear Sirs 
 Reference is made to the option
agreement dated [—] 2009 between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the
“Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option Agreement unless otherwise defined herein. This is a Holdco Call Option Notice under the Option Agreement. 
 We, Holdcos, hereby exercise our rights under Clause 2.3 of the Option Agreement in respect of the Holdco Call Option to acquire the following Shares:

 Ordinary Shares to be acquired by Cayman 4: [—] 
 Ordinary Shares to be acquired by Cayman 5: [—] 
 (the “Option Shares”). 
 Accordingly, against payment to you of the Cayman 4 Call Option Consideration and the Cayman 5 Call Option Consideration (to be made by means of set off under the terms of the Option Agreement) we hereby require you to deliver to us duly
executed transfer(s) in our favour transferring to us such Option Shares. 
 As calculated in accordance with Clause 2.3.1 of the Option
Agreement, the Cayman 4 Call option Consideration is $[—], and the Cayman 5 Call Option Consideration is $[—]. In accordance with the Option
Agreement, the transfer to us by you of the Option Shares, and the payment by us to you in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice]. 
  

 50 









	
	Yours faithfully
	
	  
	 for and on behalf of
 Lion/Rally Cayman 4

	
	  

	 for and on behalf of
 Lion/Rally Cayman 5

	
	Acknowledged and Accepted:
	
	  

	 Signed by [name of director]
 for and on behalf of
 Lion/Rally Cayman 8
 acting as general partner of
 Lion/Rally Cayman 7 L.P.


  

 51 









					
	Signed by Rob Jones	  	)	  	
	for and on behalf of	  	)	  	
	LION/RALLY CAYMAN 4	  	)	  	/s/ Rob Jones
		  	)	  	Director
			
	Signed by Rob Jones	  	)	  	
	for and on behalf of	  	)	  	
	LION/RALLY CAYMAN 5	  	)	  	/s/ Rob Jones
		  	)	  	Director
			
	Signed by Rob Jones	  	)	  	
	for and on behalf of	  	)	  	
	LION/RALLY CAYMAN 8	  	)	  	
	acting as general partner of	  	)	  	
	LION/RALLY CAYMAN 7 L.P.	  	)	  	/s/ Rob Jones
		  	)	  	Director
			
	Signed by William Carey	  	)	  	
	for and on behalf of	  	)	  	
	CENTRAL EUROPEAN	  	)	  	
	DISTRIBUTION CORPORATION	  	)	  	/s/ William Carey
		  	)	  	Director

  

 52