8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – April 24, 2009

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-18652710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on July 9, 2008, Central European Distribution Corporation (the “Company”) completed an investment with Lion Capital LLP (“Lion Capital”) and certain of Lion’s affiliates (collectively with Lion Capital, “Lion”) and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group (“RAG”). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion’s equity stake in RAG (the “Prior Agreement”).

On April 24, 2009, the Company entered into new agreements with Lion to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the “Acquisition”), including (1) a Note Purchase and Share Subscription Agreement between the Company, Carey Agri International – Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company (“Carey Agri”), Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and the acquisition vehicle used for the original investment (“Cayman 2”), and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands and an affiliate of Lion (“Cayman 5,” and such agreement, the “Note Purchase Agreement”), (2) a Commitment Letter between the Company, Lion Capital, Lion/Rally Cayman 4, a company incorporated in the Cayman Islands and an affiliate of Lion (“Cayman 4”), and Cayman 5 (the “Commitment Letter”), and (3) a Letter of Undertaking between the Company, Carey Agri, Lion Capital, Cayman 4 and Cayman 5 (the “Letter of Undertaking”).

Note Purchase Agreement

The initial stage of the Acquisition, to take place in 2009, is governed by the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, on April 29, 2009, Carey Agri paid to Cayman 5 $13,500,000 million in cash in exchange for certain indirect equity interests in RAG, sold to Cayman 2 the $110,000,000 subordinated exchangeable loan notes issued by an affiliate of Cayman 2 to Carey Agri in connection with the initial investment, and used the proceeds to acquire additional indirect equity of RAG. In addition, (1) the Company will issue to Cayman 5 $17,150,000 million in common stock, par value $0.01, of the Company (“Common Stock”) on the first business day after a registration statement relating to that Common Stock is declared effective by the United States Securities and Exchange Commission as contemplated by the Registration Rights Agreement (as discussed below), and (2) Carey Agri will pay to Cayman 5 $4.25 million in cash on August 14, 2009 (which cash payment may be replaced in whole or in part by an issuance of $5,000,000 in Common Stock under certain circumstances) (all such Common Stock issuable pursuant to (1) and (2), the “Note Share Consideration”). In exchange for this consideration, the Company will receive additional indirect equity interests in RAG. The Company has guaranteed all of the obligations of Carey Agri under the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, if any issuance of Common Stock pursuant to the Note Purchase Agreement would cause Cayman 5 and its affiliates to own 5% or more of the outstanding Common Stock or voting power of the Company (the “Threshold”), then the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. In addition, if any issuance of Common Stock pursuant to the Note Purchase Agreement would result in the Company having issued, in the aggregate in connection with the Acquisition, a number of shares of Common Stock in excess of 20% of the shares of Common Stock outstanding (the “20% Limit”), then the Company will issue that number of shares of Common Stock that will not breach the 20% Limit and, within 90 days thereafter, will deliver the remainder in cash, Common Stock, or a combination thereof, as the Company may elect. After consummating the transactions contemplated by the Note Purchase Agreement, the Company will hold approximately 54% of the equity interests in RAG. A copy of the Note Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Note Purchase Agreement herein are qualified by reference thereto.

Commitment Letter

The Commitment Letter confirms the parties’ mutual understandings and agreements with respect to the Acquisition, and sets forth the forms of certain other agreements to be entered into that will govern the various parties’ rights and obligations in connection with the Acquisition, as set forth below. A copy of the Commitment Letter is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Commitment Letter herein are qualified by reference thereto.

Option Agreement

The Company will enter into an Option Agreement (the “Option Agreement”) with Cayman 4, Cayman 5, a yet-to-be-formed Cayman Islands company that will hold the restructured investment in RAG (“Cayman 6”), and a yet-to-be-formed Cayman Exempted Limited Partnership, of which the Company and Cayman 2 will be limited partners (“Cayman 7”). The Option Agreement will govern the Company’s acquisition of the remaining equity interests in RAG held by Lion over the following four years.

Pursuant to the Option Agreement, Cayman 4 and Cayman 5 will grant to Cayman 7 a series of options entitling Cayman 7 to acquire, subject to the receipt of certain antitrust approvals, the remaining equity interests of RAG held by Lion through Cayman 4

and Cayman 5 (the “Cayman 7 Call Options”). In connection with the exercise of these options, Cayman 7 will receive certain equity interests in RAG, and will pay to Cayman 4 and Cayman 5 consideration as follows: (1) 1,000,000 shares of Common Stock issuable on or within 30 days after October 31, 2009, (2) 1,575,000 shares of Common Stock issuable on June 15, 2010 and $25,330,517 and €22,822,679 payable in cash on or within 30 days after June 30, 2010 ($15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (3) $69,083,229 and €62,243,670 payable in cash on or within 60 days after May 31, 2011 ($15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (4) 751,852 shares of Common Stock issuable, and $70,019,690 and €63,087,417 payable in cash, on or within 90 days after July 31, 2012, and (5) $69,083,229 and €62,243,670 payable in cash on or within 120 days after May 31, 2013 (subject to reduction by up to $10,000,000, and up to $20,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock, in each case based upon the date on which such Cayman 7 Call Option is exercised and consummated) (all such Common Stock issuable pursuant to (1) – (5), above, the “Option Share Consideration”). The amounts of cash payable, and number of shares issuable, are subject to certain adjustments based on the price of one share of Common Stock, and reduction in the event of early payment by the Company, in each case over the course of the Acquisition. The Company also will be able to apply the value of any dividends from RAG, in respect of its and Lion’s equity stakes, to prepayment of the consideration. Upon the consummation of all of the transactions contemplated above, the Company will hold all of the equity interests in RAG previously held by Lion, and will hold substantially all of the equity interests in RAG.

As consideration for Cayman 4 and Cayman 5 granting to Cayman 7 the Cayman 7 Call Options, the Company will, within 30 days after the execution of the Option Agreement, grant to Cayman 4 and Cayman 5 warrants to acquire Common Stock as follows: (1) warrants to acquire, in the aggregate, 1,490,550 shares of Common Stock at an exercise price of $22.11, exercisable on May 31, 2011, (2) warrants to acquire, in the aggregate, 300,000 shares of Common Stock at an exercise prices of $26.00, exercisable on July 31, 2012, and (3) warrants to acquire, in the aggregate, 1,803,813 shares of Common Stock at an exercise prices of $26.00, exercisable on May 31, 2013 (all such warrants, the “Warrants” and all Common Stock issuable pursuant to the exercise of the Warrants, together with the Note Share Consideration and the Option Share Consideration, the “Share Consideration”). Each of the Warrants may be settled, at the Company’s option, in cash or on a net shares basis. A copy of the form of the Warrants is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Warrants herein are qualified by reference thereto.

In the event the Company does not exercise any of the Cayman 7 Call Options, Cayman 4 and Cayman 5 may require the Company to exercise and consummate all unexercised Cayman 7 Call Options. If the Company fails to exercise and consummate such Cayman 7 Call Option, Cayman 4 and Cayman 5 may require the Company, through Cayman 7, to sell to Cayman 4 and Cayman 5 all of the equity interests of RAG held by the Company. The Company has guaranteed all of the obligations of Cayman 7 under the Option Agreement, and granted Lion security rights over the equity of RAG against any default by, or change in control of, the Company.

Pursuant to the terms of the Option Agreement, if any issuance of Common Stock pursuant to the Option Agreement would cause Cayman 4, Cayman 5 and their affiliates to breach the Threshold, the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. A copy of the form of the Option Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Option Agreement herein are qualified by reference thereto.

Governance Agreement

The Company will enter into a Governance and Shareholders Agreement with Cayman 4, Cayman 5, Cayman 6, Cayman 7, and Lion/Rally Cayman 8, a yet-to-be-formed Cayman Islands company that will be the general partner of Cayman 7 and an affiliate of Lion (the “Governance Agreement”). The Governance Agreement will govern the management of investments in, and ongoing operation of, Cayman 6, and, as a result, the overall management and governance of RAG. The Governance Agreement establishes the Company’s and the other parties’ rights and obligations with respect to their equity investments in Cayman 6, as well as the rights and obligations of Cayman 6, and establishes principles for the management of Cayman 6.

Beginning from the execution of the Governance Agreement, the Company will receive significantly enhanced minority rights in the management of RAG, including approval of dividends, RAG’s business plan and material contracts. The Company will have the right to additional governance rights subject to the receipt of certain antitrust approvals. Once the Company has paid consideration in the aggregate of $230,000,000 to Lion, the Company and Lion will jointly govern RAG as a 50-50 joint venture. Once the Company has paid consideration in the aggregate of $380,000,000 to Lion, the Company will gain sole management control of RAG, and Lion will be granted certain minority rights. The Company has the right to accelerate this process by accelerating the payments it is required to make.

Generally, no shareholder of Cayman 6 may transfer any of its equity in RAG or the legal or beneficial interest therein without the consent of all parties to the Governance Agreement. A copy of the form of the Governance Agreement is attached as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Governance Agreement herein are qualified by reference thereto.

Letter of Undertaking

The parties entered into the Letter of Undertaking to set out certain of the parties’ mutual understandings and agreements with respect to the Acquisition. Pursuant to the terms of the Letter of Undertaking, Lion’s ability to effect short sales or other similar transactions with regard to Common Stock or Warrants is limited until the final consummation of the Acquisition, subject to certain exceptions. In the event that Lion breaches this obligation, the Company will, in some circumstances, be relieved of any and all of its remaining obligations to issue Common Stock to Lion under the Option Agreement, beginning on the date of such breach. The Letter of Undertaking also limits Lion’s ability to acquire any Common Stock outside of the Acquisition and limits the amount of Common Stock Lion may dispose of on any given day and in certain transactions. A copy of the Letter of Undertaking is attached as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Letter of Undertaking herein are qualified by reference thereto.

Registration Rights Agreement

The Company also will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with Cayman 4 and Cayman 5, pursuant to which the Company will grant Cayman 4 and Cayman 5 certain registration rights with regard to the Share Consideration. The disclosure required in connection with the Registration Rights Agreement is included in Item 3.02 of this Current Report and is incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is hereby incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity Securities.

In connection with, and as consideration for, the Acquisition, the Note Purchase Agreement, the Commitment Letter, the Letter of Undertaking, the Option Agreement, and the Governance Agreement, the Company has agreed to issue the Share Consideration to Lion. The Share Consideration was negotiated between the Company and Lion in connection with the negotiation of the Acquisition, the Note Purchase Agreement, the Commitment Letter, the Letter of Undertaking, the Option Agreement, and the Governance Agreement. The offering of the Share Consideration will be made only to persons who are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Share Consideration will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States in the absence of an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will rely on the exemption from the registration requirements of the Securities Act set forth under Section 4(2) of the Securities Act and Regulation D thereunder.

In connection with the offering of the Share Consideration, the Company agreed to enter into the Registration Rights Agreement with Cayman 4 and Cayman 5. Pursuant to the Registration Rights Agreement, Cayman 4 and Cayman 5 will agree to certain transfer restrictions on the Share Consideration, and the Company will grant Cayman 4 and Cayman 5 certain registration rights with respect to the Share Consideration. A copy of the form of Registration Rights Agreement is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Registration Rights Agreement herein are qualified by reference thereto.

Item 7.01. Regulation FD Disclosure.

On April 24, 2009, the Company issued a press release (the “Release”) announcing, among other things, that the Company had signed binding agreements governing the Acquisition. The Release also announced that the Company is revising full year 2009 net sales guidance and its full year comparable fully-diluted earnings per share guidance. A copy of the Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

The required financial statements of RAG will be filed as part of an amendment to this Current Report on Form 8-K within the time period allowed by Item 9.01(a)(4).

(b) Pro forma financial information.

The required pro forma financial information will be filed as part of an amendment to this Current Report on Form 8-K within the time period allowed by Item 9.01(b)(2).

(d) Exhibits

Exhibit No.	Description
4.1	Form of Warrant to acquire shares of common stock of Central European Distribution Corporation.
4.2	Form of Registration Rights Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
10.1	Note Purchase and Share Sale Agreement, dated April 24, 2009, between Central European Distribution Corporation, Carey Agri International – Poland Sp. z o.o., Lion/Rally Cayman 2 and Lion/Rally Cayman 5.
10.2	Commitment Letter, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
10.3	Form of Option Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5, and two other yet-to-be-formed entities.
10.4	Form of Governance and Shareholders Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5, and three other yet-to-be-formed entities.
10.5	Letter of Undertaking, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
99.1	Press Release issued by Central European Distribution Corporation on April 24, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Christopher Biedermann
	Christopher Biedermann
	Vice President and Chief Financial Officer

Date: April 30, 2009

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of Warrant to acquire shares of common stock of Central European Distribution Corporation.
4.2	Form of Registration Rights Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
10.1	Note Purchase and Share Sale Agreement, dated April 24, 2009, between Central European Distribution Corporation, Carey Agri International – Poland Sp. z o.o., Lion/Rally Cayman 2 and Lion/Rally Cayman 5.
10.2	Commitment Letter, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
10.3	Form of Option Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5, and two other yet-to-be-formed entities.
10.4	Form of Governance and Shareholders Agreement to be entered into by Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5, and three other yet-to-be-formed entities.
10.5	Letter of Undertaking, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
99.1	Press Release issued by Central European Distribution Corporation on April 24, 2009.

EX-4.1

Exhibit 4.1

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE [•] SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: [•], 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to [Lion/Rally Cayman 4, a company incorporated in the Cayman Islands / Lion/Rally Cayman 5, a company incorporated in the Cayman Islands] (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to [•] shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to [$22.11/$26.00/$26.00] (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on [May/July] 31, [2011/2012/2013] (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1Manner of Exercise.

(a) This Warrant may only be exercised by the Holder hereof on [May/July] 31, [2011/2012/2013], in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

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3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated [•], among the Company, Recipient and [Lion/Rally Cayman  ⁴/5] (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock

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to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares 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 Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (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,

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any Person who 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. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) 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 upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration

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by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of 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 per share Exercise Price shall be appropriately decreased and the number of Warrant 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 Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of 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.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) 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 Section 4.2) or (b) 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 (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of 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 Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, 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 Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’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 Warrant, (B) the grant or exercise of any stock options,

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restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the 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 Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such 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 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 Common Stock outstanding on the date of issuance of such 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 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 the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued

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and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’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 Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) 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 the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated [•], 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and [Recipient]/[Lion/Rally Cayman 5, a company incorporated in the Cayman Islands] (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated [•], 2009, between the Company, Recipient, [Lion/Rally Cayman 4, a company incorporated in the Cayman Islands]/[Lion/Rally Cayman 5, a company incorporated in the Cayman Islands], Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

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

(c) If any 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 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, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 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, Common Stock if and to

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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 Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then

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issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes, liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

(i) there is in effect a registration statement under the Securities Act covering such proposed sale, transfer or disposition and such sale, transfer or disposition is made in accordance with such registration statement; or

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

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(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

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(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION

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FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED [•], AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in

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the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

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13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

By:

Name:

Title:

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of [$22.11/$26.00/$26.00], and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated:

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated as of [            ], 2009 (this “Agreement”), is between (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), (ii) Lion/Rally Cayman 4, a company incorporated in the Cayman Islands (“Cayman 4”) and (iii) Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (“Cayman 5”).

WHEREAS, on the date hereof, the Shareholders are entitled to be issued the number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) pursuant to (i) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and Cayman 5 (the “Note Purchase Agreement”), (ii) the Option Agreement, dated [    ], 2009, between the Company, Cayman 4, Cayman 5, Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership, and Lion/Rally Cayman 6, a company incorporated in the Cayman Islands (“Cayman 6” and such agreement, the “Option Agreement”) and (iii) the exercise of certain warrants to be issued to Cayman 4 and Cayman 5 within 30 days of the date hereof, pursuant to the terms of the Option Agreement (the “Warrants”).

WHEREAS, the shares of Common Stock to be issued to the Shareholders have not been registered under the Securities Act (as hereinafter defined) or any state securities laws; and the certificates representing such shares of Common Stock will bear a legend restricting their transfer; and

WHEREAS, in connection with the foregoing, the Company has agreed, subject to the terms, conditions and limitations set forth in this Agreement, to provide the Shareholders with certain registration rights in respect of shares of Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. Capitalized words and phrases used and not otherwise defined in this Agreement shall have the following meanings:

“100% Affiliate” means, with respect to a Shareholder, an Affiliate (i) that directly or indirectly owns one hundred per cent. of the securities of such Shareholder, (ii) one hundred per cent. of whose securities are directly or indirectly owned by such Shareholder, or (iii) one hundred per cent. of whose securities are directly or indirectly owned by an Affiliate that directly or indirectly owns one hundred per cent. of the securities of such Shareholder.

“Affiliate” means, with respect to any party, any other party that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such first party.

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“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

“Cayman 6” has the meaning set forth in the recitals.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Common Stock” has the meaning set forth in the recitals.

“Control” means, as to any party, the power to direct or cause the direction of the management and policies of such party, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “under common Control with” shall be construed accordingly.

“Deferred Shares” means the Trailing Deferred Shares and the Leading Deferred Shares, collectively.

“Demand Registration” means any Leading Demand Registration or Trailing Demand Registration.

“Derivative Transaction” has the meaning set forth in Section 9.1(e)(ii).

“Effective Registration Statement” has the meaning set forth in Section 2.2(d).

“Excess Securities” has the meaning set forth in Section 2.2(d).

“Equity Interest” means:

(a) with respect to a company, any and all shares of capital stock;

(b) with respect to a partnership, limited liability company, trust, or similar Person, any and all units, interests or other partnership or limited liability company interests; and

(c) any other direct equity ownership or participation in a Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to a particular date, the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Shareholders) having engaged an independent appraiser in such regard.

“Final Discharge Date” has the meaning given in the Option Agreement.

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“Initial Cash Amount” has the meaning given in the Option Agreement.

“Leading Deferred Shares” has the meaning set forth in Section 2.11(c).

“Leading Demand Registration” has the meaning set forth in Section 2.2(c).

“Leading Tranche” means any of Tranche 1, Tranche 6, Tranche 7, Tranche 8, Tranche 9 and Tranche 10.

“Losses” has the meaning set forth in Section 6.1.

“Misstatement/Omission” has the meaning set forth in Section 6.1.

“Note Purchase Agreement” has the meaning set forth in the recitals.

“Option Agreement” has the meaning set forth in the recitals.

“Parent” means, with respect to any Person, any such other Person that owns, directly or indirectly, fifty per cent. or more of the outstanding capital stock or other Equity Interests of such Person, and in the case of a Shareholder, any of the direct or indirect ultimate beneficial holders of fifty percent or more of the outstanding shares of such Shareholder and any immediate family member thereof.

“Owned Shares” has the meaning set forth in Section 2.10.

“Person” means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

“Piggyback Registration” has the meaning set forth in Section 3.1.

“register”, “registered”, and “registration”, when used with respect to the capital stock of the Company, mean a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act which has been declared or ordered effective in accordance with the Securities Act.

“Registrable Securities” means (i) the shares of Common Stock to be issued to the Shareholders in connection with the Note Purchase Agreement and/or the Option Agreement, (ii) the shares of Common Stock to be issued to the Shareholders in connection with the exercise of the Warrants, (iii) any Common Stock issued (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued) as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Common Stock referred to in clauses (i) or (ii) above, and (iv) any Common Stock issued by way of a stock split of the Common Stock referred to in clauses (i), (ii) or (iii) above. Shares of Common Stock shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such shares of Common Stock shall have become effective under the Securities Act pursuant to this Agreement and either (1) such shares of Common Stock have been disposed of under such registration statement, or (2) the one-year anniversary of the effectiveness of such registration statement has occurred, (B) such shares of Common Stock shall have been sold or otherwise

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distributed pursuant to Rule 144 (or any successor provision) under the Securities Act, (C) such shares of Common Stock are Transferred in accordance with Section 9.1, are first transferable under Rule 144 without limitation or are otherwise no longer held by the Shareholders, or (D) such shares of Common Stock shall have ceased to be outstanding. Notwithstanding anything in the preceding sentence to the contrary, shares of Common Stock that cease to be Registrable Securities pursuant to the preceding sentence shall remain subject to Sections 9.1 and 9.2 of this Agreement until (i) a registration statement with respect to the sale of such shares of Common Stock shall have become effective under the Securities Act and such shares of Common Stock have been disposed under such registration statement, or (ii) such shares of Common Stock shall have been sold or otherwise distributed pursuant to Rule 144 (or any successor provision) under the Securities Act.

“Registered Public Offering” has the meaning set forth in Section 4.1(a).

“Registration Expenses” means all registration, qualification, transfer agents and registrars, filing, printing, messenger and delivery fees and expenses and all reasonable fees and disbursements of legal counsel, accountants and other advisors relating to the registration of Registrable Securities pursuant to this Agreement, relating to causing such registration to be declared effective pursuant to this Agreement, and relating to causing such registration to remain effective for the time periods set forth in this Agreement, but excluding all underwriting discounts and selling commissions applicable to the registration and sale of Registrable Securities pursuant to this Agreement.

“Relevant Registrable Securities” has the meaning set forth in Section 4.1(b)(i)(A).

“Rule 200” means Rule 200 of Regulation SHO of the Exchange Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Shareholder” or “Shareholders” means individually or collectively, as applicable: (i) Cayman 4 and Cayman 5; (ii) a Person who owns Registrable Securities pursuant to a transfer of such Registrable Securities that meets the terms and conditions set forth in Article IX hereof and who has agreed to be bound by the terms of this Agreement; (iii) upon the death of such Shareholder, the executor of such Shareholder or such Shareholder’s heirs, devisees, legatees or assigns; or (iv) upon the disability of any Shareholder, any guardian or conservator of such Shareholder.

“Shareholder Indemnified Parties” has the meaning set forth in Section 6.1.

“Substantial Shareholder Threshold” has the meaning given to it in the Option Agreement.

“Trailing Deferred Shares” has the meaning set forth in Section 2.11(b).

“Trailing Demand Registration” has the meaning set forth in Section 2.1.

“Trailing Tranche” means any of Tranche 2, Tranche 3, Tranche 4 and Tranche 5.

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“Tranche” means any of Tranche 1, Tranche 2, Tranche 3, Tranche 4, Tranche 5, Tranche 6, Tranche 7, Tranche 8, Tranche 9 and Tranche 10.

“Tranche 1” means those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(a) of the Option Agreement.

“Tranche 2” means those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(b) of the Option Agreement.

“Tranche 3” means those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2011.

“Tranche 4” means (i) those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(c) of the Option Agreement and (ii) those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2012.

“Tranche 5” means those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2013.

“Tranche 6” means those shares of Common Stock actually issued to Cayman 5 pursuant to paragraph 5.2 of the Note Purchase Agreement.

“Tranche 6 Demand Registration” has the meaning set forth in Section 2.2(a).

“Tranche 7” means those shares of Common Stock actually issued to Cayman 5 pursuant to paragraph 5.4 of the Note Purchase Agreement.

“Tranche 7 Demand Registration” has the meaning set forth in Section 2.2(b).

“Tranche 8” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(a) of the Option Agreement.

“Tranche 9” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(b) of the Option Agreement.

“Tranche 10” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(c), (d) or (e) of the Option Agreement.

“Transaction Document” has the meaning given to it in the Option Agreement.

“Transfer” means any transfer, sale, gift, assignment, distribution, conveyance, pledge, hypothecation, encumbrance or other voluntary or involuntary transfer of title or beneficial interest, whether or not for value, including, without limitation, any disposition by operation of law or any grant of a derivative or economic interest therein.

“Ultimate Parent” means, in relation to any Person, any Parent of such Person who is not a subsidiary of another Person.

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“Underwritten Primary Offering” has the meaning set forth in Section 4.1(a).

“Unregistered Securities” has the meaning set forth in Section 2.2(d).

“Warrants” has the meaning set forth in the recitals.

ARTICLE II

DEMAND REGISTRATION

2.1 Trailing Demand Registration. With respect to any Trailing Tranche, the Shareholders may make a written request to the Company requesting that the Company register under the Securities Act all or any part of the issued and outstanding Registrable Securities relating to any Trailing Tranche, but such request may be made only after the Registrable Securities relating to such Trailing Tranche have been issued (a “Trailing Demand Registration”). Upon the Company’s receipt of a request for a Trailing Demand Registration, subject to the restrictions contained herein, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission as promptly as practicable after receiving such request and after the Shareholders have complied with their obligations under Section 7.1 hereof and shall use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable after the making of such filing and in accordance with Article V hereof.

2.2 Leading Demand Registration.

(a) With respect to Tranche 6, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 6 requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 6 requested by the Shareholders to be included in such registration statement), which registration statement shall be filed as promptly as practicable after the date of the Note Purchase Agreement and after the Shareholders have complied with their obligations under Sections 2.9 and 7.1 hereof (a “Tranche 6 Demand Registration”). Upon making any filing relating to a Tranche 6 Demand Registration, the Company shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Tranche 6 Demand Registration to be registered under the Securities Act, in each case as promptly as practicable after the making of such filing and in accordance with Article V below. If on August 14, 2009 the Registrable Securities relating to Tranche 6 have not been issued, the Shareholders may make a written request to the Company requesting that the Company issue the Registrable Securities relating to Tranche 6 (as contemplated by Clause 6.1 of the Note Purchase Agreement) and register under the Securities Act all or any part of such Registrable Securities, whereupon the Company shall comply with the provisions set out in Section 2.1 above as if such Registrable Securities relate to a Trailing Tranche.

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(b) With respect to Tranche 7, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 7 plus the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 7 requested by the Shareholders to be included in such registration statement), which registration statement shall be filed as promptly as practicable after the Shareholders have complied with their obligations under Section 2.9 and 7.1 hereof (a “Tranche 7 Demand Registration”). Upon making any filing relating to a Tranche 7 Demand Registration, the Company shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Tranche 7 Demand Registration to be registered under the Securities Act, in each case as promptly as practicable after the making of such filing and in any event within ten Business Days following August 14, 2009 and in accordance with Article V below. If on August 28, 2009 the Registrable Securities relating to Tranche 7 have not been issued, the Shareholders may make a written request to the Company requesting that the Company issue the Registrable Securities relating to Tranche 7 (as contemplated by Clause 6.2 of the Note Purchase Agreement) and register under the Securities Act all or any part of such Registrable Securities, whereupon the Company shall comply with the provisions set out in Section 2.1 above as if such Registrable Securities relate to a Trailing Tranche.

(c) With respect to each of (i) Tranche 8, Tranche 9 and/or Tranche 10, to the extent that the Company intends to elect to issue any Registrable Securities in connection with any such Tranche pursuant to the terms and conditions of Section 8.2.1 of the Option Agreement and (ii) Tranche 1, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with such Tranche plus the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with such Tranche requested by the Shareholders to be included in such registration statement), but only to the extent the Shareholders shall have complied with their obligations under Section 2.9 and 7.1 hereof, in each case no less than 90 days prior to the date the Registrable Securities relating to such Tranche are to be issued (each such registration, together with the Tranche 6 Demand Registration and the Tranche 7 Demand Registration, a “Leading

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Demand Registration”) and shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Leading Demand Registration to be registered under the Securities Act, in each case, as promptly as practicable after the making of such filing in accordance with Article V below and in any event prior to the issuance of such Tranche in accordance with the Option Agreement.

(d) In the event that in connection with any Leading Demand Registration, the number of Registrable Securities included in a registration statement which has been declared effective by the Commission (the “Effective Registration Statement”) is less than aggregate of (i) the total number of outstanding Registrable Securities relating to the Leading Tranche in respect of which such Leading Demand Registration is being effected and (ii) the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case, requested by the Shareholders to be included in such Leading Demand Registration (such Registrable Securities not so included, the “Unregistered Securities”), the Company shall promptly file a post-effective amendment to such Effective Registration Statement to increase the number of Registrable Securities included in such Effective Registration Statement by the total number of all such Unregistered Securities; provided, that in the event such post-effective amendment has not become effective within seven Business Days from the effective date of the Effective Registration Statement, then the Company shall, at the Shareholders’ election, either (x) promptly pay to the Shareholders an amount in cash equal to the Fair Market Value on the issue date of the Unregistered Securities held by them, at which time the Shareholders shall deliver to the Company the Unregistered Securities, or (y) use its reasonable best efforts to cause such post-effective amendment to be declared effective as promptly as practicable after the making of such filing and in accordance with Article V below, provided that the Company shall have no obligation under clause (x) of this sentence unless the Shareholders hold an aggregate of no more than 100,000 Unregistered Securities. In the event that in connection with any Leading Demand Registration, the number of Registrable Securities included in an Effective Registration Statement exceeds the aggregate of (A) the total number of outstanding Registrable Securities relating to the Leading Tranche in respect of which such Leading Demand Registration is being effected and (B) the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case, requested by the Shareholders to be included in such Leading Demand Registration (such excess, the “Excess Securities”), the Company may file a post-effective amendment to such Effective Registration Statement to de-register such Excess Securities.

2.3 Number of Demand Registrations. The Shareholders shall be entitled to request one Demand Registration per Tranche. Notwithstanding anything to the contrary herein, the Shareholders may make a written request to the Company that any Registrable Securities relating to a prior Tranche which (i) have not yet been included in any registration statement pursuant to any other Demand Registration or (ii) have ceased to be Registrable Securities upon the one-year anniversary of the effectiveness of the registration statement covering such Registrable Securities be included in any subsequent Demand Registration so long as the Shareholders make such written request to the Company at the time the Shareholders give the Company notice of such subsequent Demand Registration, whereupon the Company will include such Registrable Securities in such subsequent Demand Registration in accordance with the provisions of Section 2.1 or Section 2.2(b) or (c), as the case may be.

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2.4 Expenses. With respect to a Demand Registration, the Company shall bear sole responsibility for all Registration Expenses incurred in connection with such Demand Registration.

2.5 Underwriting. If the Shareholders intend to distribute the Registrable Securities covered by their request for a Demand Registration by means of an underwriting, then the Shareholders shall so advise the Company as a part of such request. In such case, the Shareholders shall negotiate with an underwriter selected by them (which managing underwriter shall be an internationally recognized financial institution experienced in securities offerings registered under the Securities Act) and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested registration. The right of the Shareholders to include such Registrable Securities in such registration shall be conditioned upon (i) the Shareholder’s participation in such underwriting and the inclusion of such Shareholder’s Registrable Securities to which such request for a Demand Registration relates in the underwriting (unless otherwise agreed by a majority in interest of the Shareholders requesting such registration), (ii) the entry of the participating Shareholders (together with the Company and other holders distributing their securities through such underwriting) into an underwriting agreement in customary form reasonably acceptable to the Shareholders with the underwriter or underwriters selected for such underwriting, and (iii) the completion and execution by the participating Shareholders of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements. If any participating Shareholder disapproves of the terms of the underwriting, such Shareholder may elect to withdraw all of its Registrable Securities by written notice to the Company, the managing underwriter and the other Shareholders; provided, that, subject to Section 2.6 hereof, such registration shall be counted as a Demand Registration for the purposes of calculating the remaining number of Demand Registrations to which the Shareholders are entitled pursuant to this Section 2.5. The securities so withdrawn shall also be withdrawn from registration.

2.6 Shareholder Withdrawal. Shareholders may, at any time prior to the effective date of the registration statement in respect of a Trailing Demand Registration, revoke such Trailing Demand Registration by providing a written notice to the Company to such effect, and such revoked Trailing Demand Registration shall not be deemed to be a Demand Registration pursuant to this Article II; provided, that only one Trailing Demand Registration may be revoked pursuant to this Section 2.6.

2.7 Registration on Form S–3. If, at the time of delivery of a request for a Demand Registration to the Company, the Company is a registrant entitled to use Form S–3 or any successor thereto to register shares of Common Stock, then the Company shall use its reasonable best efforts to effect the Demand Registration on Form S–3 or any successor thereto.

2.8 Priority for Demand Registrations. Notwithstanding any other provision of this Article II, if the managing underwriter advises the Company that the marketability of the offering would be adversely affected by the number of securities included in such offering, then the Company shall so advise all Shareholders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s), and the Company shall include in such registration the maximum number of Registrable Securities permitted by the underwriter to be included therein, pro rata among the

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respective Shareholders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Shareholder. The first time the Shareholders are prohibited from registering all of the Registrable Securities requested to be included in such registration because of reductions required by this Section 2.8, the Shareholders shall not be deemed to have exercised a Demand Registration. Any subsequent Demand Registration that is required to be reduced pursuant to this Section 2.8 will, however, be deemed to be a properly exercised Demand Registration.

2.9 Deferral of Registration.

(a) In connection with a Leading Demand Registration, the Shareholders shall provide to the Company (i) in the case of a Leading Demand Registration relating to Tranche 6 or Tranche 7, at the same time the Shareholders comply with their obligations under Section 7.1, and (ii) in the case of a Leading Demand Registration relating to Tranche 8, Tranche 9 or Tranche 10, not later than 90 days prior to the date the Registrable Securities relating to such Leading Demand Registration are to be issued, a written representation from each Shareholder confirming that, to the extent that the Company issues any shares of Common Stock in connection with such Tranche, (i) such Shareholder is irrevocably bound to accept such shares of Common Stock as part consideration for entering into the Transaction Documents, and (ii) there are no conditions to the completion of the Company’s issuance of, and such Shareholder’s acceptance of, such shares of Common Stock that (A) are within such Shareholder’s control or (B) such Shareholder can cause not to be satisfied.

(b) Notwithstanding anything to the contrary herein, if the Company reasonably determines in good faith and based on advice of independent, internationally recognized legal counsel that any Shareholder participating in any Demand Registration would be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) in connection with the registration of Registrable Securities pursuant to such Demand Registration, the Company may delay complying with its obligations under Section 2.1 or 2.2, as the case may be, in connection with such Demand Registration unless and until such Shareholder would no longer be deemed an “underwriter” in connection with such registration (at which time the Company will promptly comply with its obligations under Section 2.1 or 2.2, as the case may be), provided that the Company shall make such determination to delay such registration only after reasonable prior consultation with the Shareholders and their independent, internationally recognized legal counsel.

2.10 Beneficial Ownership Information. On the Business Day prior to the date (i) in the case of any Trailing Tranche, any Common Stock is to be issued pursuant to the terms and conditions of the Option Agreement or the Note Purchase Agreement, or pursuant to the exercise of any Warrant, and (ii) in the case of any Leading Tranche, any registration statement is to be filed in connection with any Leading Demand Registration (the date of which filing the Company shall provide to the Shareholders not less than five Business Days prior to the date of such filing), in each case the Shareholders shall notify the Company in writing of the total number of shares of Common Stock each Shareholder and its Affiliates beneficially own as of that date (the “Owned Shares”).

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2.11 Registration of Deferred Shares.

(a) Notwithstanding anything in this Agreement to the contrary (including, but not limited to, Section 2.1), no Registrable Securities relating to any Trailing Tranche that have not been issued prior to the time the Company files any registration statement may be registered pursuant to such registration statement.

(b) If any Registrable Securities relating to any Trailing Tranche that are otherwise issuable are not issued due to the operation of Clause 7.1 of the Option Agreement or Section 3.7 or 3.8 of any Warrant (such Registrable Securities, “Trailing Deferred Shares”), then, once any such Trailing Deferred Shares have been issued and are outstanding pursuant to the operation of Clause 7.1 of the Option Agreement or Section 3.7 or 3.8 of such Warrant, the Shareholders may make a written request to the Company requesting that the Company register under the Securities Act all, but not part, of such Trailing Deferred Shares (i) pursuant to a registration statement that is to be filed in connection with a Demand Registration relating to another Tranche that is to be filed after the date such Trailing Deferred Shares have been issued, or (ii) as contemplated by Section 2.1 hereof, as if such Trailing Deferred Shares constitute a separate Trailing Tranche; provided, in the case of clause (ii), that the Shareholders hold at least 100,000 Trailing Deferred Shares that have not yet been included in any registration statement.

(c) If any Registrable Securities relating to any Leading Tranche that are otherwise issuable are not issued due to the operation of Clause 7.1 of the Option Agreement or Clause 7.1, 7.3 or 7.4 of the Note Purchase Agreement (such Registrable Securities, “Leading Deferred Shares”), then at such time as the Shareholders and their Affiliates collectively own 3.5% or less than the total number of shares of Common Stock issued and outstanding, the Shareholders may make a written request to the Company requesting that the Company register under the Securities Act all, but not part, of such Leading Deferred Shares as contemplated by Section 2.2(a), (b) or (c) hereof, as the case may be, as if such Leading Deferred Shares constitute a separate Leading Tranche, provided that:

(i) with respect to any Leading Deferred Shares relating to Tranche 1, at least 100,000 Leading Deferred Shares have not yet been issued or included in any registration statement, and

(ii) with respect to (A) any Leading Deferred Shares relating to Tranche 6 and/or 7, the amount of the Second Consideration Instalment and/or the Third Consideration Instalment outstanding and not yet paid plus (B) any Leading Deferred Shares relating to Tranche 8, 9 and/or 10, the amount of the relevant $ Initial Cash Amount outstanding and not yet paid, and which is payable through the issuance of Leading Deferred Shares relating to Tranche 8, 9 and/or 10 pursuant to Clause 8.2.1 of the Option Agreement (in each case, which Leading Deferred Shares have not yet been issued or included in any registration statement), in the aggregate is at least $1.0 million.

(d) The Shareholders shall provide written notice to the Company promptly upon the Shareholders’ and their Affiliates collective ownership of Common Stock falling to 3.5% or less than the total number of shares of Common Stock issued and outstanding.

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(e) Upon receipt of any written request pursuant to clause (b) or (c) hereof, the Company shall file a registration statement in respect of the relevant Deferred Shares after the Shareholders have complied with their obligations under Sections 2.9 and 7.1 hereof (to the extent applicable) and use reasonable best efforts to cause such registration statement to become effective in accordance with the provisions of Section 2.1 (in the case of Trailing Deferred Shares) and Section 2.2(c) (in the case of Leading Deferred Shares), respectively.

ARTICLE III

PIGGYBACK REGISTRATION

3.1 Right to Piggyback Registrations. At any time after the receipt by the Shareholders of any shares of Common Stock issuable pursuant to the Note Purchase Agreement or the Option Agreement or pursuant to the exercise of the Warrants, whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act for any reason (other than a registration on Form S-4 or Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give written notice of such proposed registration to all Shareholders at least thirty (30) days before the anticipated filing date. Such notice shall offer such Shareholders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). The Company shall use its reasonable best efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given by the Company to the Shareholders. If the registration statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Shareholder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration prior to the effective time of such Piggyback Registration on three occasions and in exercising such Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the managing underwriter or underwriters for such registered offering. No registration pursuant to this Article III will relieve the Company of its obligations to register Registrable Securities pursuant to Article II hereof. The rights to Piggyback Registration may be exercised an unlimited number of occasions.

3.2 Priority for Piggyback Registrations. If the underwriter of a Piggyback Registration advises the Company that, in its opinion, the amount of Registrable Securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the securities being offered, then the Company will allocate the securities to be included in such registration as follows:

(i) first, pro rata among (A) the Company, to the extent the Company proposes to register any securities for its own account, and (B) another party having registration rights causing the Company to effect a registration, to the extent such party proposes to register any securities; and

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(ii) second, pro rata to the Shareholders and any others requesting registration of securities of the Company.

3.3 With respect to Piggyback Registrations, the Company shall bear sole responsibility for all Registration Expenses incurred in connection with any such Piggyback Registration.

ARTICLE IV

PERMITTED DELAYS IN REGISTRATION

4.1 Suspension of Company Obligations.

(a) Notwithstanding anything to the contrary herein and subject to Section 4.1(b) below, the Company’s obligations under Article II of this Agreement to file any registration statement and to cause Registrable Securities to be registered as provided therein shall be suspended in the event that (i) the Company is currently engaged in an underwritten primary offering (an “Underwritten Primary Offering”), commencing once the Company is “in registration” (as defined in the Commission’s Securities Act Release No. 33-5180) and ending once the distribution relating to that Underwritten Primary Offering has been completed, or (ii) a registration statement for a public offering of the Company’s securities (a “Registered Public Offering”) was declared effective within the previous 180 days.

(b) Notwithstanding the foregoing, the Company’s obligations under Article II hereof (other than Section 2.1) described in Section 4.1(a) above shall not be so suspended pursuant to Section 4.1(a) above unless:

(i) either:

(A) in the case of a proposed Underwritten Primary Offering, the Company gives the Shareholders written notice of such proposed Underwritten Primary Offering at least 30 days before the anticipated date upon which the registration statement relating to such Underwritten Primary Offering will be filed, which notice shall offer the Shareholders the opportunity to (1) receive the Registrable Securities in respect of which registration would otherwise have been suspended pursuant to Section 4.1(a) (the “Relevant Registrable Securities”) at an earlier date than they otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in the Underwritten Primary Offering and (2) register under the Securities Act such amount of the Relevant Registrable Securities as the Shareholders may request in connection with such Underwritten Primary Offering; or

(B) in the case of a proposed Registered Public Offering, the Company gives the Shareholders written notice of such proposed Registered Public Offering at least 30 days before the anticipated date upon which the registration statement relating to such Registered Public Offering will be filed, which notice will offer the Shareholders the opportunity

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to (1) receive the Relevant Registrable Securities at an earlier date than they otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in the Registered Public Offering and (2) register under the Securities Act such amount of the Relevant Registrable Securities as the Shareholders may request in connection with such Registered Public Offering; and

(ii) the Company uses its reasonable best efforts to include in the Underwritten Primary Offering or the Registered Public Offering, as the case may be, all of the Relevant Registrable Securities in respect to which the Company has received written requests for inclusion therein within 10 days after receipt of notice of such Underwritten Primary Offering or Registered Public Offering, as the case may be, by the Shareholders from the Company; and

(iii) in the event that any Relevant Registrable Securities requested to be included pursuant to this Section 4.1(b)(i) are not so included, the Company pays to the Shareholders an amount in cash equal to the Fair Market Value on the issue date of the Relevant Registrable Securities held by them which are not so included in the registration in exchange for such Relevant Registrable Securities, at which time the Shareholders shall deliver to the Company such Relevant Registrable Securities.

(c) In addition, the Company’s obligations under Article II of this Agreement to file any registration statement, to cause Registrable Securities to be registered, and to maintain the effectiveness of such registration statement shall be suspended (and, to the extent applicable, the Shareholders shall suspend the disposition of any Registrable Securities pursuant to a then currently effective registration statement) for a period not to exceed 90 days (and such suspension not to occur more than twice in any 12-month period) in the event that, in the good faith reasonable opinion of the Company’s Board of Directors, effecting or maintaining the effectiveness of the registration of such Registrable Securities (i) would be detrimental to any material financing, acquisition, merger, disposition of assets, disposition of stock or other comparable transaction then being pursued by the Company or (ii) would require the Company to make public disclosure of material, non-public information which is not otherwise required to be publicly disclosed at that time, and the public disclosure of which could reasonably be expected to have an adverse effect upon the Company, provided that, in each case, the determination to so suspend any registration shall be made in a commercially reasonable manner and, in the case of clause (i), taking into account the nature and size of the registration.

(d) The Company shall notify the Shareholders in writing of the existence of any suspension event set forth in this Section 4.1. Such notice and all facts and circumstances relating to such suspension event shall be kept confidential by the Shareholders.

ARTICLE V

REGISTRATION PROCEDURES

5.1 Registration Procedures. Whenever the Company is obligated to register Registrable Securities relating to any Tranche pursuant to this Agreement, the Company shall use its reasonable best efforts to:

(a) subject to Section 4.1, cause the registration statement filed with respect to such Registrable Securities to remain effective until the earlier of (i) the one-year anniversary of the issuance of the Registrable Securities included in such Tranche and (ii) the completion of the distribution described in such registration statement;

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(b) furnish the Shareholders, their underwriters, if any, and their respective counsel, at such times so as to permit their reasonable review, the opportunity to review the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and to consider in good faith incorporating any comments reasonably requested by the Shareholders, their underwriters, if any, and their respective counsel, provided that the Shareholders’, the underwriters’, if any, and their respective counsels’ review of such documents shall not delay the filing of the registration statement so long as such parties have been provided a reasonable time to review the same;

(c) make available for reasonable inspection by, or give reasonable access to, any underwriter and its counsel participating in any disposition of Registrable Securities all pertinent financial and other records, pertinent corporate documents and properties of the Company, and to cause its senior management to participate in such management presentations and one roadshow as such underwriters may reasonably request (provided that such managers are given reasonable advanced notice of such presentations and roadshows and that such managers shall only be obligated to participate in one roadshow of reasonably customary duration) and to cause the Company’s directors, officers and employees to supply all information reasonably requested by any such underwriter in connection with the offering thereunder;

(d) furnish, without charge, to the Shareholders and to the underwriters of the securities being registered such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Shareholders from time to time may reasonably request;

(e) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all securities covered by such registration statement;

(f) register or qualify the Registrable Securities covered by such registration statement under such other securities laws or state blue sky laws of such U.S. jurisdictions as shall be reasonably requested by the Shareholders for the distribution of the Registrable Securities covered by the registration statement; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or to subject itself to taxation in any such states or jurisdictions wherein it would not but for the requirements of this paragraph (f) be required to do so;

(g) enter into customary agreements in form and substance reasonably satisfactory to the Company (including a customary underwriting agreement in form and substance reasonably satisfactory to the Company, if the offering is to be underwritten, in whole or in part);

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(h) notify the Shareholders at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of any Shareholder, promptly prepare and furnish to such Shareholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that, upon receipt of such notice from the Company, the Shareholders will forthwith discontinue disposition of their Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Shareholders receive the copies of the supplemented or amended prospectus covering such Registrable Securities (and the Shareholders shall return to the Company all copies of the unsupplemented or unamended prospectus covering such Registrable Securities);

(i) list all Registrable Securities covered by such registration statement on the Nasdaq or on such other securities exchange on which shares of Common Stock are then currently listed;

(j) prevent the issuance of any order suspending the effectiveness of a registration statement or suspending the qualification (or exemption from qualification) of any of the Registrable Securities included therein for sale in any U.S. jurisdiction, and, in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending the qualification of any Registrable Securities included in such registration statement for sale in any U.S. jurisdiction, the Company will use reasonable efforts to promptly obtain the withdrawal of such order;

(k) obtain “cold comfort” letters and updates thereof reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company, addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings;

(l) obtain opinions of independent counsel to the Company reasonably satisfactory to the managing underwriters, addressed to each of the underwriters covering the matters customarily covered in opinions of issuer’s counsel requested in underwritten offerings; and

(m) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

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ARTICLE VI

INDEMNIFICATION

6.1 Indemnification by the Company. In the event of any registration of any Registrable Securities pursuant to this Agreement under the Securities Act, the Company will indemnify, hold harmless and reimburse each participating Shareholder, each of the directors, officers, employees, managers, stockholders, partners, members, counsel, agents or representatives of such Shareholder and its Affiliates and each Person who controls any such Person, if any, and each other Person who participates as an underwriter for the Shareholders in the offering or sale of such securities and each other Person (including its officers and directors) who controls any such underwriter within the meaning of the Securities Act (collectively, “Shareholder Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to which such participating Shareholder or any such Person, underwriter or controlling person may become subject under the Securities Act or otherwise (collectively “Losses”), insofar as such Losses arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement/Omission”), under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus, final prospectus or summary prospectus contained therein, or in any amendment or supplement thereto, and shall reimburse such Shareholder Indemnified Parties, such Person participating as an underwriter for the Shareholders in the offering or sale of such securities and each other Person (including its officers and directors) who controls any such underwriter within the meaning of the Securities Act for any legal and other expenses reasonably incurred by them in connection with investigating and defending any such Losses, whether or not resulting in any liability; provided, however, that the Company shall not be liable in any such case to the extent that any such Losses or expense arises out of or is based upon a Misstatement/Omission made in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any participating Shareholder or any other Person who participates as an underwriter in the offering or sale of such securities or any of their controlling persons and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any participating Shareholder or any such underwriter or controlling person and shall survive the transfer of such securities by the Shareholder.

6.2 Indemnification by Participating Shareholders. Each of the participating Shareholders whose Registrable Securities are included or are to be included in any registration statement, as a condition to including Registrable Securities in such registration statement, hereby agrees, to indemnify, hold harmless and reimburse (in the same manner and to the same extent as set forth in Section 6.1) the Company, each of its directors, officers, employees, managers, stockholders, counsel, agents or representatives and the Company’s Affiliates and each Person who controls any such Person within the meaning of the Securities Act, and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person who controls any such underwriter within the meaning of the Securities Act with respect to any Losses that arise out of or are based on any Misstatement/Omission, from such

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registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by any participating Shareholder and stated to be specifically for use therein. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Shareholder and will be limited to the net amount of proceeds received by such Shareholder from the sale of Registrable Securities pursuant to such registration statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, or any such underwriter or controlling person and shall survive the transfer of such securities by any participating Shareholder.

6.3 Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 6.1 or 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense of such action, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (whose approval shall not be unreasonably withheld), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, that the indemnified party may participate in such defense at the indemnified party’s expense and provided, further, that all indemnified parties shall have the right to employ one counsel to represent them if, in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the indemnifying party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the indemnifying party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel for the indemnified parties. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.

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6.4 Survival. The indemnification provided for under this Agreement will (i) remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party, (ii) survive the transfer of securities and (iii) survive the termination of this Agreement.

6.5 Contribution. If, for any reason, the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), as well as any other relevant equitable considerations. The amount paid or payable by a party as a result of the expense, loss, claim, damage or liability referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 6.5 were determined by pro rata allocation or by any other means of allocation, unless such contribution takes into account the equitable considerations referred to in this paragraph. Notwithstanding the provisions of this Section 6.5, a Shareholder shall not be required to contribute any amount in excess of the amount by which (i) the amount at which the securities that were sold by such Shareholder and distributed to the public were offered to the public exceeds (ii) the amount of any damages which such Shareholder has otherwise been required to pay by reason of such Misstatement/Omission or violation. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

ARTICLE VII

INFORMATION BY PARTICIPATING SHAREHOLDERS

7.1 Information Regarding Participating Shareholders, Cayman 6 and its Affiliates. If any Registrable Securities are to be included in any registration, each participating Shareholder shall promptly furnish to the Company and any applicable underwriter such information regarding Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholder) and its Affiliates, such Shareholder and the distribution proposed by such Shareholder, including, but not limited to, all financial information with respect to Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholder) and its Affiliates required by applicable law or regulation to be included, directly or indirectly, in any registration statement or prospectus relating to such registration, as the Company or such underwriter reasonably believes may be required in connection with any registration, qualification or compliance referred to in this Agreement.

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ARTICLE VIII

RULE 144 SALES

8.1 Reporting. With a view to making available to the Shareholders the benefits of certain rules and regulations of the Commission which may permit the sale of Registrable Securities to the public without registration or through short form registration forms, the Company agrees to use its reasonable best efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any holder of Registrable Securities upon written request a written statement by the Company as to its compliance with the reporting requirements of the Securities Act and Exchange Act.

ARTICLE IX

RESTRICTIONS ON TRANSFER

9.1 Restrictions on Transferability.

(a) The Registrable Securities may be Transferred to any Person; provided, that:

(i) there is in effect a registration statement under the Securities Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement, or

(ii) (x) such Transfer is eligible under Rule 144 and is made pursuant thereto, or (y) such Transfer is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws and does not adversely affect the Company’s ability to issue shares of Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any of the Warrants, in each case through an exemption from registration under the Securities Act.

(b) In the event any Shareholder intends to effect any Transfer pursuant to clause (a)(ii), above:

(i) such Shareholder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed Transfer, no later than five (5) Business Days prior to effecting such Transfer, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such

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matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such Transfer is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any Transfer made pursuant to Rule 144, such Shareholder may provide such notice and legal opinion in respect of all of the Transfers proposed to be made within the six (6) month period following the date of such notice and legal opinion; and

(ii) only with respect to any Transfer made pursuant to clause (a)(ii)(y) above, such Shareholder and the transferee in any such Transfer as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure that such Transfer does not adversely affect the Company’s ability to issue the shares of Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any of the Warrants, in each case through an exemption from registration under the Securities Act.

(c) No Transfer pursuant to clause (a)(ii)(y), above, will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement, including the restrictions and limitations on transfer and short sales and related matters, to the same extent as the original parties hereto.

(d) Notwithstanding anything in this Agreement to the contrary, no Transfer of any Registrable Securities may be made to (i) any Person who is, in the commercially reasonably judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such Transfer, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in the case of each of clause (i) and (ii), the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

(e) Each Shareholder agrees that prior to the Final Discharge Date, neither the Shareholder nor any of its Affiliates:

(i) will effect, directly or indirectly, any short sale (as defined in Rule 200), with respect to any Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or Warrants, unless:

(A) immediately following the execution of such short sale, such Shareholder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed

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shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(B) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which such Shareholder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(C) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 9.1(e); or

(ii) without the prior written consent of the Company, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or Warrants (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(A) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which such Shareholder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 9.1(e); or

(B) in the event the Company elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

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(f) Each Shareholder is aware of the following Telephone Interpretation in the SEC Manual of Publicly Available Telephone Interpretations (July 1997):

A.65. Section 5

An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.

(g) The Company is required to refuse to register any transfer of the Shares which is not made in accordance with Regulation S under the Securities Act, pursuant to a registration statement under the Securities Act or pursuant to an available exemption therefrom.

9.2 Restrictions on Sales During Registration Periods.

(a) In addition to the restrictions set forth in Section 9.1 and subject to Section 9.2(b) below, each Shareholder agrees not to, except with respect to a 100% Affiliate of an Ultimate Parent that (a) remains a 100% Affiliate of such Ultimate Parent and (b) agrees in writing to be bound by the terms and conditions of this Agreement, offer, sell (including pursuant to Rule 144), distribute, sell short, loan, grant an option for the purchase of, enter into any swap or hedge agreement in connection with, or otherwise Transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, during the 15 days prior to and the 180 days after the effective date of any underwritten registered public offering of the Company’s securities on behalf of the Company, unless the Company’s Board of Directors and the underwriters managing such underwritten registered public offering otherwise agree.

(b) Notwithstanding the foregoing, with respect to the Leading Tranches, the Shareholders shall not be subject to the restrictions set out in Section 9.2(a) unless:

(i) the Company gives the Shareholders written notice of such proposed underwritten registered public offering at least 30 days before the anticipated date upon which the registration statement relating to such underwritten registered public offering will be filed, which notice shall offer the Shareholders the opportunity to (1) receive the Registrable Securities in respect of which it would otherwise have been restricted from offering, selling, distributing, selling short, loaning, granting an option for the purchase of, entering into any swap or hedge agreement in connection with, or otherwise Transferring pursuant to Section 9.2(a) above at an earlier date than such Registrable Securities otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in such underwritten registered public offering and (2) register such amount of such Registrable Securities as the Shareholders may request in connection with any such underwritten registered public offering; and

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(ii) the Company includes in such underwritten registered public offering all of such Registrable Securities in respect to which the Company has received written requests for inclusion therein pursuant to Section 9.2(b)(i) within 10 days after receipt of notice of such underwritten registered public offering by the Shareholders from the Company.

(c) The Shareholders shall not take any action with respect to any distribution deemed to be made pursuant to any Demand Registration that would constitute a violation of Regulation M under the Exchange Act.

9.3 No Participation in Other Securities Offerings. The rights granted by the Company hereunder shall be the exclusive rights granted to Shareholders with respect to Registrable Securities. Except as otherwise provided herein, the Shareholders shall have no rights to participate in any offering of securities by the Company to third parties, whether such offering is effected pursuant to registration under the Securities Act or pursuant to an exemption from registration thereunder.

ARTICLE X

COVENANTS OF THE SHAREHOLDERS

10.1 Shareholders. Each of the Shareholders hereby agrees (i) to cooperate with the Company and, as a condition precedent to the Company’s obligation to file any registration statement, to furnish to the Company all such information regarding Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholders) and its Affiliates, such Shareholder, its ownership of Registrable Securities and the disposition of such securities in connection with the preparation of and as required by the registration statement and any filings with any state securities commissions as the Company may reasonably request, (ii) to the extent required by the Securities Act, to deliver or cause delivery of the prospectus contained in the registration statement, any amendment or supplement thereto, to any purchaser of the Registrable Securities covered by the registration statement from the Shareholder, (iii) if requested by the Company, to notify the Company of any sale of Registrable Securities by such Shareholder and (iv) not to sell any of its Registrable Securities held by such Shareholder except pursuant to the terms of this Agreement

ARTICLE XI

TERMINATION

11.1 Termination. This Agreement and the rights provided hereunder shall terminate and be of no further force and effect with respect to each Shareholder on the date the Registrable Securities held by such Shareholder cease to be Registrable Securities pursuant to the terms of this Agreement. This Section 11.1 shall not, however, apply to the provisions of Article VI of this Agreement, which shall survive the termination of this Agreement.

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ARTICLE XII

MISCELLANEOUS

12.1 Decisions or Actions of the Shareholders. For the purposes of this Agreement, an action or decision shall be deemed to have been taken or made by all of the Shareholders if such action or decision shall have been taken or made by Shareholders holding a majority of the Registrable Securities.

12.2 Successors and Assigns. Subject to the provisions of Section 9.1, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, assigns and transferees of the parties. If any successor, assignee or transferee of any Shareholder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

12.3 Notices. All notices and other communications provided for hereunder shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid or delivered in person or by courier, telecopier or electronic mail, and shall be deemed to have been duly given on the date on which personally delivered to, or actually received by, the party to whom such notice is to be given at its address set forth below, or at such other address for the party as shall be specified by notice given pursuant hereto:

(a) If to the Company, to:

Central European Distribution Company

Two Bala Plaza

Suite #300

Bala Cynwyd, Pennsylvania 19004

United States of America

Attn: William V. Carey, President

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

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

United States of America

Attn: Frank R. Adams, Esq.

(b) If to the Shareholders, to:

Lion Capital LLP

21 Grosvenor Place

London SW1X 7HF

United Kingdom

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For the attention of: Javier Ferrán/James Cocker

Fax number: +44 20 7201 2222

with a 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

12.4 Governing Law. This Agreement and any controversy or claim arising out of or relating to this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflicts of laws.

12.5 Jurisdiction. Each of the Company and each Shareholder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and each Shareholder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and each Shareholder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

12.6 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

12.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts.

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12.8 Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

12.9 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

12.10 Gender and Other References. Unless the context clearly indicates otherwise, the use of any gender pronoun in this Agreement shall be deemed to include all other genders, and singular references shall include the plural and vice versa.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

By:

Name:

Title:

LION/RALLY CAYMAN 4

By:

Name:

Title:

LION/RALLY CAYMAN 5

By:

Name:

Title:

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EX-10.1

Exhibit 10.1

24 APRIL 2009

NOTE PURCHASE AND SHARE SUBSCRIPTION AGREEMENT

between

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

CAREY AGRI INTERNATIONAL - POLAND SP. Z O.O.

and

LION/RALLY CAYMAN 2

and

LION/RALLY CAYMAN 5

THIS AGREEMENT is made on 24 APRIL 2009 between the following Parties:

(1) CAREY AGRI INTERNATIONAL - POLAND SP. Z O.O. a limited liability company organised in Poland, with its registered seat at 66A Bokserska Street, 02-690, Warsaw, Poland (“Carey Agri”);

(2) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware Corporation, the common stock of which is listed on the NASDAQ Global Select Market under the symbol “CEDC” and the principal executive office of which is located in Warsaw, Poland at ul. Bobrowiecka 6, 02-728 Warszawa (“CEDC”);

(3) LION/RALLY CAYMAN 2 a company incorporated in the Cayman Islands having its registered office at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman KY1-1104, Cayman Islands (“Cayman 2”); and

(4) 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, George Town, Grand Cayman KY1-1104, Cayman Islands (“Cayman 5”).

RECITALS

(A) Cayman 2 has agreed to issue the Preference Share (as defined below) to Cayman 5;

(B) Cayman 5 has agreed to sell to Carey Agri, and Carey Agri has agreed to buy, the Preference Share;

(C) Carey Agri holds the Loan Notes (as defined below);

(D) Carey Agri has agreed to sell to Cayman 2, and Cayman 2 has agreed to buy, the Loan Notes; and

(E) Cayman 2 has agreed to issue the D2 Shares (as defined below) to Carey Agri,

in each case on the terms, and subject to the conditions, of this Agreement.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 In this Agreement (including the recitals), except where the context otherwise requires, the following words and expressions have the following meanings:

“Affiliate”	shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“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;

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“Articles”	the articles of association of Cayman 2, in the agreed form attached at Schedule 1 to this Agreement;
“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;
“Carey Agri Account”	the bank account of Carey Agri held at Citibank, N.A., London Branch and established for the purposes of this Agreement, with such details as Carey Agri shall provide to the Parties;
“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 2 Account”	the bank account of Cayman 2 held at Citibank N.A., London Branch and established for the purposes of this Agreement, with such details as Cayman 2 shall provide to the Parties;
“CEDC Common Stock”	$0.01 common stock of CEDC, listed for trading on the NASDAQ Global Select Market under the symbol “CEDC”;
“Consideration Securities”	means the shares of CEDC Common Stock to be issued pursuant to this Agreement;
“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 who 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;
“C Shares”	C Ordinary Shares in the capital of Cayman 2 of $1 each, having the rights set out in the Articles;

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“D2 Shares”	100,000,000 D2 Ordinary Shares of $1 each in the capital of Cayman 2, having the rights set out in the Articles;
“D2 Shares Subscription Amount”	a cash amount of $110 million;
“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;
“Equity Documents”	has the meaning given in the Letter of Undertaking;
“Final Discharge Date”	has the meaning given in the Option Agreement;
“First Consideration Instalment”	an amount in cash of $13.5 million;
“First Completion Date”	the date falling three Business Days following the date of this Agreement or such other date as the Parties may otherwise agree;
“Instalments”	the First Consideration Instalment, the Second Consideration Instalment and the Third Consideration Instalment;
“Leading Demand Registration”	has the meaning given in the Registration Rights Agreement;
“Letter of Undertaking”	the letter of undertaking dated the same date as this Agreement, between CEDC, Carey Agri, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion Capital LLP;
“Loan Notes”	the $103,500,000 unsecured exchangeable Loan Notes issued on 8 July 2008 by Lux 3 to Carey Agri pursuant to a loan note instrument dated 8 July 2008 made by and between Lux 3, Lux 1 and Cayman 2 including all PIK Notes issued thereunder;
“Loan Notes Consideration Amount”	an amount in cash equal to $110 million;
“Lux 1”	Lion/Rally Lux 1, company number B139.056, a société anonynme incorporated in Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-M31 Luxembourg;

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“Lux 3”	Lion/Rally Lux 3, company number B139.054, a société à responsibilité limitée incorporated in Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-M31 Luxembourg;
“New Investment”	shall have the meaning set forth in the Option Agreement;
“Option Agreement”	the option agreement relating to shares in Lion/Rally Cayman 6, to be entered into by Lion/Rally Cayman 4, Cayman 5, Lion/Rally Cayman 7 L.P. and CEDC;
“Preference Share”	one Class D2 Preference Share with a nominal value of $1 in the capital of Cayman 2, having the rights set out in the Articles;
“Preference Share Subscription Amount”	$1, in cash;
“Registration Rights Agreement”	has the meaning given in the Option Agreement;
“Second Consideration Instalment”	an amount in cash equal to $17.15 million;
“Second Completion Date”	the date on which any portion of the Share Equivalent of the Second Consideration Instalment is first issued pursuant to Clause 5.2;
“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;
“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 Completion Date”	as the case may be either (i) 14 August 2009, in the event the Third Consideration Instalment is paid in cash pursuant to Clause 5.3, or (ii) the date on which any portion of the Share Equivalent of the Third Consideration Instalment is first issued pursuant to Clause 5.4;
“Third Consideration Instalment”	an amount in cash equal to $4.25 million, provided that if Clause 5.3 applies, the Third Consideration Instalment shall be $5 million;

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“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; and

“Warrants”

has the meaning given in the Option Agreement.

1.2 In this Agreement:

1.2.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

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 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the Parties;

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

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

1.2.6 references to a statute or a statutory provision are to include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement (but not any amendment after the date of this Agreement to the extent that its effect would be to increase the liability of any Party under this Agreement) and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement;

1.2.7 references to a “Party” or to the “Parties” are references to a Party or Parties to this Agreement;

1.2.8 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties thereto; and

1.2.9 the singular includes the plural and vice versa and any gender includes any other gender.

2 ADOPTION OF THE ARTICLES

Immediately following the execution of this Agreement, the Parties shall procure that a meeting of the shareholders of Cayman 2 shall take place at which a resolution to: (i) adopt

5

the Articles; and (ii) redesignate the existing 100 Preference Shares in the capital of Cayman 2 as BD Preference Shares having the rights ascribed thereto in the Articles, shall be proposed and passed, following which Cayman 2 shall cause all necessary and appropriate filings to be made in connection therewith.

3 ISSUE OF PREFERENCE SHARE

3.1 Conditionally upon the passing of the resolution for the adoption of the Articles as referred to in Clause 2, Cayman 5 hereby subscribes for the Preference Share.

3.2 Immediately following the closing of the meeting of the shareholders of Cayman 2 at which a resolution to adopt the Articles was proposed and passed as referred to in Clause 2, Cayman 2 shall issue to Cayman 5 the Preference Share, in consideration for which Cayman 5 shall pay to Cayman 2 the Preference Share Subscription Amount.

3.3 Upon receipt of the Preference Share Subscription Amount, Cayman 2 will immediately register Cayman 5 as the fully paid holder of the Preference Share and issue to Cayman 5 a share certificate for the Preference Share.

4 SALE AND PURCHASE OF PREFERENCE SHARE

4.1 Conditionally upon the completion of its subscription of the Preference Share pursuant to Clause 3, Cayman 5 hereby agrees to sell and Carey Agri hereby agrees to buy, with full title guarantee and free from any Encumbrance, the Preference Share with all rights attaching thereto and accruing as of or after the time of its issue.

4.2 In consideration for the transfer of the Preference Share pursuant to Clause 4.1 above:

4.2.1 Carey Agri shall pay the First Consideration Instalment;

4.2.2 CEDC shall issue the Share Equivalent of the Second Consideration Instalment; and

4.2.3 Carey Agri shall, subject to Clause 5.4, pay the Third Consideration Instalment, each in accordance with Clause 5.

5 COMPLETION OF SALE AND PURCHASE OF THE PREFERENCE SHARE

5.1 On the First Completion Date, the following events shall take place in the following order:

5.1.1 Carey Agri shall pay the First Consideration Instalment, in cash in immediately available funds, into such bank account of Cayman 5 as Cayman 5 shall have previously notified in writing to Carey Agri;

5.1.2 upon receipt of the First Consideration Instalment Cayman 5:

(a) shall deliver to Carey Agri a duly executed transfer form in favour of Carey Agri or, if Carey Agri so directs, CEDC, together with the existing share certificate, in each case in respect of the Preference Share; and

(b) shall procure that Cayman 2 shall immediately register CEDC or Carey Agri (as the case may be) as the fully paid holder of the Preference Share and issue to CEDC or Carey Agri (as the case may be) a new share certificate in respect of the Preference Share; and

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5.2 CEDC shall, in accordance with and subject to the timing and other provisions set out in Clause 6.1, issue the Share Equivalent of the Second Consideration Instalment to Cayman 5.

5.3 Subject to Clause 5.4, on 14 August 2009, Carey Agri shall pay the Third Consideration Instalment, in cash in immediately available funds, into such bank account of Cayman 5 as Cayman 5 shall have previously notified in writing to Carey Agri.

5.4 If Carey Agri is or shall be unable to satisfy in full the Third Consideration Instalment in cash on 14 August 2009 due to limitations imposed by Section 4.4(a) of the indenture dated 25 July 2005 to which Carey Agri and CEDC are parties (without regard to amounts that may be available under the definition of Permitted Investments therein), CEDC shall, in satisfaction of Carey Agri’s obligation to pay the Third Consideration Instalment, in accordance with and subject to the timing and other provisions set out in Clause 6.2, issue the Share Equivalent of the Third Consideration Instalment to Cayman 5.

5.5 If the obligations of the Parties under Clause 5.1 are not complied with in all respects on the First Completion Date, CEDC or Carey Agri (as the case may be) (in the case of a default by Cayman 5, Cayman 4 or Cayman 2) or Cayman 5 (in case of a default by CEDC or Carey Agri) may, without prejudice to any other rights or remedies which it may have:

5.5.1 defer those outstanding obligations due to be performed at the First Completion Date pursuant to Clause 5.1 to a date not more than 20 Business Days after such date (in which case the provisions of this Clause 5.5 will apply to completion as so deferred); and for the avoidance of doubt, such deferral shall not have any effect on the obligations (or the timing of performance of the obligations) due to be performed in respect of the Second Consideration Instalment and the Third Consideration Instalment; or

5.5.2 proceed to completion so far as is practicable; or

5.5.3 waive all or any of the requirements of the other Party at its discretion by means of a notice to that effect in writing served on the other; or

5.5.4 terminate this Agreement.

6 REGISTRATION RIGHTS

6.1 In accordance with the terms and conditions of, and as contemplated by Section 2.2(a) of, the Registration Rights Agreement, CEDC shall file and endeavour to cause a registration statement in connection with a Leading Demand Registration relating to the Share Equivalent of the Second Consideration Instalment to become effective under the Securities Act as promptly as practicable following the date of this Agreement, and shall issue such Share Equivalent on the first Business Day after such registration statement has become effective. However, if such Share Equivalent has not been issued by 14 August 2009, Cayman 5 will be entitled to require CEDC to promptly issue such Share Equivalent and register such Share Equivalent under the Securities Act in accordance with the terms and conditions of the Registration Rights Agreement notwithstanding the preceding sentence.

6.2 In accordance with the terms and conditions of, and as contemplated by Section 2.2(b) of, the Registration Rights Agreement, CEDC shall file and endeavour to cause a registration

7

statement in connection with a Leading Demand Registration relating to the Share Equivalent of the Third Consideration Instalment to become effective under the Securities Act within 10 Business Days following 14 August 2009, and shall issue such Share Equivalent on the first Business Day after such registration statement has become effective. However, if such Share Equivalent has not been issued by 28 August 2009, Cayman 5 will be entitled to require CEDC to promptly issue such Share Equivalent and register such Share Equivalent under the Securities Act in accordance with the terms and conditions of the Registration Rights Agreement notwithstanding the preceding sentence.

7 LIMITATION ON OWNERSHIP

7.1 Notwithstanding anything herein to the contrary, in order to ensure compliance with NASDAQ Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Consideration Securities in relation to any Instalment, Cayman 5 and its 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 Consideration Securities as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with Clause 5;

7.1.2 the amount of the relevant Instalment outstanding and not yet paid shall accordingly be reduced by the Cash Equivalent of the Consideration Securities permitted to be issued pursuant to Clause 7.1.1;

7.1.3 after such time as Cayman 5 and its 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 Cayman 5 on the first Business Day after the effectiveness of the registration statement filed in relation to such shares of CEDC Common Stock (in accordance with and as contemplated by Sections 2.2(a) and/or 2.2(b), as the case may be, and Section 2.11 (c) of the Registration Rights Agreement) equal to the lesser of:

(a) the Share Equivalent of all outstanding Instalments that have not been paid 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 Instalment(s) outstanding shall accordingly be reduced by the Cash Equivalent of the Consideration Securities issued pursuant to this Clause 7.1.3 (and if there is more than one relevant Instalment, the reduction shall be applied first to the Second Consideration Instalment); and

7.1.4 Clause 7.1.3 shall continue to be applied until the amount of all outstanding Instalments that have not been paid due to the operation of this Clause 7.1 has been reduced to zero.

7.2 Cayman 5 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

7.3 Notwithstanding anything herein to the contrary, CEDC shall not be obliged to issue any Consideration Shares to the extent that to do so would be a breach of NASDAQ Marketplace Rule 4350(i)(1)(c)(ii).

7.4 If Clause 7.3 prohibits the settlement of the Second Consideration Instalment or the Third Consideration Instalment in full in accordance with Clause 5, then:

7.4.1 such number of Consideration Securities as may be issued without breaching Clause 7.3 shall be issued in accordance with Clause 5;

7.4.2 the amount of the relevant Instalment outstanding and not yet paid shall accordingly be reduced by the Cash Equivalent of the Consideration Securities issued pursuant to Clause 7.4.1;

7.4.3 any Instalment that has not been settled in full due to the operation of Clause 7.3 will be settled by CEDC as soon as reasonably practicable thereafter and in any event within 90 days after the Second Completion Date and/or the Third Completion Date, as the case may be, either in cash, or through the issue of a number of shares of CEDC Common Stock equal to the Share Equivalent of the outstanding Second Consideration Instalment or Third Consideration Amount, as the case may be, or any combination thereof that CEDC may elect that has an aggregate value equal to the outstanding Second Consideration Instalment or Third Consideration Instalment, as the case may be (in each case, subject to registration in accordance with Sections 2.2(a) and/or 2.2(b), as the case may be, and Section 2.11(c) of the Registration Rights Agreement).

8 SALE AND PURCHASE OF LOAN NOTES

8.1 Carey Agri hereby agrees to sell and Cayman 2 hereby agrees to buy, with full title guarantee and free from any Encumbrance, on the First Completion Date, the Loan Notes with all rights attaching thereto as of or after the date of this Agreement.

8.2 The consideration payable by Cayman 2 for the Loan Notes shall be the Loan Notes Consideration Amount, which shall be payable by Cayman 2 in accordance with the provisions of Clause 9.

9 COMPLETION OF SALE AND PURCHASE OF LOAN NOTES AND SUBSCRIPTION FOR SHARES

9.1 On the First Completion Date, the following events shall take place in the following order immediately following the completion of the steps in Clause 5.1:

9.1.1 Cayman 2 shall pay the Loan Notes Consideration Amount, in cash in immediately available funds, into the Carey Agri Account;

9.1.2 immediately upon receipt of the Loan Note Consideration Amount, Carey Agri shall deliver to Cayman 2 a duly executed transfer form in favour of Cayman 2, together with a certificate, in each case in respect of the Loan Notes;

9.1.3 Carey Agri shall apply and subscribe for the D2 Shares and pay the D2 Shares Subscription Amount into the Cayman 2 Account; and

9

9.1.4 immediately upon receipt of the D2 Shares Subscription Amount, Cayman 2 will immediately register Carey Agri as the fully paid holder of the D2 Shares and issue to Carey Agri a share certificate for the D2 Shares.

9.2 If the obligations of the Parties under Clause 9.1 are not complied with in all respects on the First Completion Date, the non-defaulting Party may, without prejudice to any other rights or remedies which it may have:

9.2.1 defer those outstanding obligations due to be performed at the First Completion Date pursuant to Clause 9.1 to a date not more than 20 Business Days after that date, (in which case the provisions of this Clause 9.2 will apply to completion as so deferred); or

9.2.2 proceed to completion so far as is practicable; or

9.2.3 waive all or any of the requirements of the other Party at its discretion by means of a notice to that effect in writing served on the other; or

9.2.4 terminate this Agreement.

10 CEDC GUARANTEE

10.1 CEDC, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to Cayman 5, the payment and performance by Carey Agri, 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.

10.2 This guarantee shall be in addition to and independent of all other security which Cayman 5 may hold from time to time in respect of the discharge and performance by Carey Agri of the Guaranteed Obligations.

10.3 CEDC’s obligations under this Clause 10:

10.3.1 constitute direct, primary and unconditional obligations to pay on demand by Cayman 5 any sum which Carey Agri is liable to pay under this Agreement and to perform on demand any obligation of Carey Agri under this Agreement without requiring Cayman 5 first to take any steps against Carey Agri or any other person; and

10.3.2 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, Carey Agri 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 Carey Agri or any other Person; or

10

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

11 ASSIGNMENT

No Party shall assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior consent of the other Parties.

12 FURTHER ASSURANCE

At any time any Party shall do and execute, or procure to be done and executed, all necessary acts, deeds, documents and things as may be reasonably requested of it by any Party hereto to give effect to this Agreement.

13 VARIATION

Any variation of this Agreement must be in writing and signed by each Party or, in the case of a body corporate, a duly authorised officer or representative of such Party.

14 WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

15 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties in connection with the subject matter of this Agreement and supersedes any previous agreements and it is agreed that no Party has entered into this Agreement in reliance upon any representation warranty or undertaking which is not expressly set out in this Agreement.

16 RIGHTS OF THIRD PARTIES

A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17 GOVERNING LAW AND JURISDICTION

17.1 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.

17.2 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 17.2 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.

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18 AGENT FOR SERVICE

18.1 Each of Carey Agri and 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 shall be deemed to be effective service on Carey Agri or as the case may be CEDC.

18.2 Each of Cayman 2 and Cayman 5 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 shall be deemed to be effective service on Cayman 2 or Cayman 5, as the case may be.

19 COUNTERPARTS

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

12

SCHEDULE 1

ARTICLES OF CAYMAN 2

13

IN WITNESS WHEREOF this Agreement has been duly executed on the date first stated above by:

Executed by Stephen J. Horvath	)
CAREY AGRI INTERNATIONAL	)
- POLAND SP. Z O.O.	)	/s/ Stephen J. Horvath
acting by Attorney-in-Fact	)	Authorised signatory
Executed by Stephen J. Horvath	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ Stephen J. Horvath
acting by Attorney-in-Fact	)	Authorised signatory
Executed by Rob Jones	)
LION/RALLY CAYMAN 2	)	/s/ Rob Jones
acting by Director	)	Authorised signatory
Executed by Rob Jones	)
LION/RALLY CAYMAN 5	)	/s/ Rob Jones
acting by Director	)	Authorised signatory

14

EX-10.2

Exhibit 10.2

To:	(1)	Lion/Rally Cayman 4; and
	(2)	Lion/Rally Cayman 5
		(together, the “Lion Holdcos”)
	(3)	Lion Capital LLP
		21 Grosvenor Place
		London SW1X 7HF
		(“Lion Capital” and, together with the Lion Holdcos, the “Lion Parties”)
From:		Central European Distribution Corporation (“CEDC”)
		Bobrowiecka 6
		00-723 Warszawa
		Poland

Date: 24 April 2009

Dear Sirs

Project Rally 2: Commitment Letter

1 We refer to:

(i) the note purchase and share subscription agreement to be made between CEDC, Carey Agri International Poland Sp. z. o.o., Lion/Rally Cayman 2, and Lion/Rally Cayman 5 in the form attached at Schedule 1 (the “Note Purchase Agreement”);

(ii) the limited partnership agreement relating to Lion/Rally Cayman 7 L.P. to be made between Lion/Rally Cayman 8 as general partner and CEDC, Lion/Rally Cayman 2 as limited partners in the form attached at Schedule 2 (the “Limited Partnership Agreement”);

(iii) the option agreement relating to shares in Lion/Rally Cayman 6 to be made between Lion/Rally Cayman 4, Lion/Rally Cayman 5, Lion/Rally Cayman 7 L.P. and CEDC in the form attached at Schedule 3 (the “Option Agreement”);

(iv) the governance and shareholders agreement to be made between Lion/Rally Cayman 7 L.P., Lion/Rally Cayman 4, Lion/Rally Cayman 5, Lion/Rally Cayman 6, Lion/Rally Cayman GP 1 Limited and CEDC in the form attached at Schedule 4 (the “Shareholders Agreement”);

(v) the proposed memorandum of association and articles of association of Lion/Rally Cayman 6, including the schedule thereto, in the form attached at Schedule 5;

(vi) the share mortgages made between: Lion/Rally Cayman 7 L.P., Lion/Rally Cayman 4, and Lion/Rally Cayman 5; in the form attached at Schedule 6 (the “Pledges”),

together, the “Equity Documents”; and

(vii) the letter of undertaking between the Lion Parties and CEDC, dated 24 April 2009.

2 CEDC and funds managed by Lion Capital hold an investment in Russian Alcohol Group (the “Original Investment”). CEDC and the Lion Parties have agreed to restructure the Original Investment (the “New Investment”) on the terms set out in the Equity Documents.

3 This letter agreement (this “Commitment Letter”) is being entered into by the parties to confirm the parties’ mutual understandings and agreements with respect to the New Investment.

4 In consideration of each of the parties separately entering into the Equity Documents, the parties hereby agree as follows:

4.1 CEDC undertakes to each of the Lion Parties that:

(i) immediately following signing of this Commitment Letter, it will enter into and will cause Carey Agri International Poland Sp. z o.o. to enter into the Note Purchase Agreement; and

(ii) it will enter into those of the Equity Documents to which it is a party and perform its obligations thereunder, and procure that its relevant Affiliates (as defined in the Shareholders Agreement together with the associated definitions of Person and Control) also do so.

4.2 The Lion Parties undertake to CEDC that:

(i) they will immediately following signing of this Commitment Letter, enter into and cause Lion/Rally Cayman 2 and Lion/Rally Cayman 5 to enter into the Note Purchase Agreement; and

(ii) they will enter into those of the Equity Documents to which they are a party and perform their obligations thereunder and procure that their relevant Affiliates (as defined in the Shareholders’ Agreement together with the associated definitions of Person and Control) also do so.

5 The obligations of the parties under this Commitment Letter are subject to the satisfaction of the following conditions:

(i) there having been no changes to the Equity Documents except as may be agreed by CEDC and Lion Capital in writing; and

(ii) no existing order, writ, injunction, decree, statute, rule, regulation or other requirement of any governmental authority shall have been made, promulgated or enacted that restrains, enjoins, invalidates or declares the New Investment ineffective or otherwise prohibits the Original Investment being reorganised on the terms set out in the Equity Documents.

6 The parties hereby agree and undertake to each other that any material public announcements made in connection with this Commitment Letter, the New Investment or the entry into the Equity Documents (including but not limited to any announcements required to be made in accordance with applicable law or regulation, to the extent permitted by law) shall be made only following consultation between the parties as to the contents of such announcements.

7 CEDC acknowledges that the Lion Parties will be relying on the provisions of this Commitment Letter in entering into the New Investment. The Lion Parties acknowledge that CEDC will be relying on the provisions of this Commitment Letter in entering into the New Investment.

8 Notwithstanding anything that may be expressed or implied in this Commitment Letter, CEDC and the Lion Parties, each by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than CEDC and the Lion Parties shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of CEDC or the Lion Parties or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, for any obligations of CEDC or any of the Lion Parties under this Commitment Letter or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. This paragraph 8 does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

9 Notwithstanding any provision of this Commitment Letter it is agreed and acknowledged that Lion Capital shall only be subject to the equitable remedies of injunction and specific performance in the event of a violation of the terms of this Commitment Letter and shall not be liable for money damages or money damages in lieu of equitable remedies.

10 This Commitment Letter is confidential and may not be disclosed by a party to any third party other than to the financial or professional advisers of the Lion Parties or CEDC in connection with the New Investment, or as may be required by law, regulation or any governmental or competent regulatory authority, without the prior written consent of the other party.

11 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 Commitment Letter or its subject matter or formation (including non-contractual claims). Nothing in this paragraph 11 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 in any federal or state court of New York or Delaware, or in any court of the Cayman Islands or Poland (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.

12 This Commitment Letter 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.

Yours faithfully

/s/ William Carey

Name: William Carey

Title: President

for and on behalf of

Central European Distribution Corporation

Agreed and accepted on behalf of

/s/ Rob Jones

Name: Rob Jones

Title: Director

for and on behalf of

Lion/Rally Cayman 4

/s/ Rob Jones

Name: Rob Jones

Title: Director

for and on behalf of

Lion/Rally Cayman 5

/s/ James Cocker, as Attorney

Name: James Cocker

Title: Member

for and on behalf of

Lion Capital LLP

SCHEDULE 1: NOTE PURCHASE AGREEMENT

SCHEDULE 2: LIMITED PARTNERSHIP AGREEMENT

AGREED FORM

[LION/RALLY CAYMAN 7 L.P.]

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Dated      April 2009

PARTNERSHIP INTERESTS ARE SUBJECT TO TRANSFER RESTRICTIONS

TABLE OF CONTENTS

		Page
Article 1	ORGANISATION	1
Article 2	DEFINITIONS	2
Article 3	CAPITAL CONTRIBUTIONS	7
Article 4	DISTRIBUTIONS	9
Article 5	TAX	11
Article 6	POWERS OF GENERAL PARTNER	12
Article 7	RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	14
Article 8	EXCULPATION, INDEMNIFICATION AND GUARANTEE	14
Article 9	FINANCIAL ACCOUNTING AND TAX MATTERS	15
Article 10	ADMISSIONS, TRANSFERS AND WITHDRAWALS	16
Article 11	DISSOLUTION AND WINDING UP	19
Article 12	POWER OF ATTORNEY	20
Article 13	MISCELLANEOUS	21
Schedule A Capital Contributions		27
Schedule B Deed of Adherence		28
Schedule 1 to the Deed of Adherence – Capital Contributions		31

i

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

[Lion/Rally Cayman 7 L.P.]

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Lion/Rally Cayman 7 L.P., a Cayman Islands exempted limited partnership (the “Partnership”), is made and entered into      April 2009, by and among [Lion/Rally Cayman 8] Limited a Cayman limited liability company (the “General Partner”), Central European Distribution Corporation (the “Original Class A1 Limited Partner” or “CEDC”) and Lion/Rally Cayman 2 (the “Original Class A2 Limited Partner”). Capitalised terms used herein and not otherwise defined shall have the meanings set forth in Article 2.

WHEREAS, the Partnership was formed on [—] [April] 2009, by the General Partner and the Original Class A2 Limited Partner and as of such date, the General Partner and the Original Class A2 Limited Partner entered into the Partnership’s Limited Partnership Agreement (the “Original Partnership Agreement”); and

WHEREAS, the General Partner, the Original Class A1 Limited Partner and the Original Class A2 Limited Partner now desire to amend and restate the Original Partnership Agreement effective as of the date set forth above.

ARTICLE 1

ORGANISATION

Section 1.1 Formation. The General Partner and the Original Class A2 Limited Partner have formed a limited partnership pursuant to and in accordance with the provisions of The Cayman Islands Exempted Limited Partnership Law (as revised) (the “Partnership Law”). The General Partner filed, on behalf of the Partnership, a Statement in Terms of Section 9 of the Exempted Limited Partnership Law conforming to the Partnership Law with the registrar of Exempted Limited Partnerships (the “Registrar”). The Partnership commenced on the date on which the Certificate of Registration was issued by the Registrar and shall continue in existence until its affairs are dissolved, liquidated and terminated in accordance with this Agreement and the Partnership Law. This Agreement hereby amends and restates the Original Partnership Agreement and the interests held by the General Partner shall henceforth be designated as Class B Interests. This Agreement shall be the only document governing the Partnership.

Section 1.2 Name. The name of the Partnership is Lion/Rally Cayman 7 L.P. The General Partner may, in its sole discretion and in compliance with the Partnership Law, change the name of the Partnership from time to time and shall give prompt written notice thereof to the Limited Partners; provided, however, that such name may not contain any portion of the name or mark of any Limited Partner without such Limited Partner’s consent. In any such event, the General Partner shall promptly file in the office of the Registrar notice of such change of name.

Section 1.3 Purpose. The purpose of the Partnership is to carry on the business of an investor and in particular but without limitation to identify, research, negotiate, make and monitor the progress of and sell, realise, exchange or distribute investments which shall include but shall not be limited to the purchase, subscription, acquisition, sale and disposal of shares, debentures, convertible loan stock and other securities in unquoted companies and in certain quoted situations, and the making of loans

whether secured or unsecured to such companies in connection with equity or equity related investments, with the principal objective of providing Partners with capital appreciation. This shall include the business of investing directly or indirectly in the Group and in particular, but without limitation, to research, negotiate, make and monitor the progress of and sell, realise, exchange or distribute such investment, with the principal objective of providing Partners with capital appreciation. The Partnership (acting through the General Partner or persons authorised on behalf of the Partnership pursuant to this Agreement) may execute, deliver and perform all contracts and other undertakings and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable in order to carry out the foregoing purposes and objectives, subject to and in accordance with the provisions of this Agreement. For the avoidance of doubt, the Partnership shall not undertake business with the public in the Cayman Islands other than to the extent necessary for the conduct of business of the Partnership exterior to the Cayman Islands.

Section 1.4 Partnership Qualification Requirements.

1.4.1 The Original Class A Limited Partners are not investment companies within the meaning of Section 3(a) of the 1940 Act (the “Qualification Requirement”).

1.4.2 Each Original Class A Limited Partner shall meet the Qualification Requirement applicable to it for so long as it is a Limited Partner.

Section 1.5 Status of the Partnership. The Partnership is not and the General Partner shall manage the Partnership such that it will not be required to register as an investment company within the meaning of the 1940 Act.

Section 1.6 Maximum Partnership Interests. At any time, there may not be more than ten owners of Class A1 Interests and Class A2 Interests.

Section 1.7 Registered Office. The Partnership’s initial registered office in the Cayman Islands shall be located at the offices of [Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands], and the address of its principal place of business shall be [Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands]. The General Partner may change such registered office, registered agent, or principal place of business from time to time. The General Partner shall give prompt written notice of any such change to each Limited Partner. The Partnership may from time to time have such other place or places of business within or outside the Cayman Islands as may be determined by the General Partner.

Section 1.8 Fiscal Year. The fiscal year of the Partnership shall end on the last day of each calendar year.

ARTICLE 2

DEFINITIONS

Section 2.1 Definitions. Capitalised words and phrases used in this Agreement have the following meanings:

“1940 Act” shall mean the Investment Company Act of 1940 of the United States of America.

2

“Adjusted Capital Contribution” shall mean, as of any date, a Partner’s Capital Contributions adjusted as follows:

(a) increased by the amount of any Partnership liabilities which, in connection with distributions in accordance with the provisions of Section 4.1(a), are assumed by such Partner or are secured by any Partnership Assets distributed to such Partner; and

(b) reduced by the amount of cash and the Fair Market Value of any Partnership Assets distributed to such Partner in accordance with the provisions of Section 4.1(a) and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner, or any other Partner, to the Partnership.

“Affiliate” with respect to any person, another person Controlled directly or indirectly by such first person, Controlling directly or indirectly such first person or directly or indirectly under the same Control as such first person, and “Affiliated” shall have a meaning correlative to the foregoing.

“Agreement” shall mean this Amended and Restated Limited Partnership Agreement.

“Approved Jurisdictions” shall mean the federal or state courts in the State of New York, the federal or state courts in the State of Delaware, England and Poland.

“Business Day” shall mean a day (other than a Saturday, a Sunday or a public holiday) on which banks in London, New York, Warsaw, and the Cayman Islands are normally open for the conduct of general banking business.

“Capital Account” shall have the meaning set forth in Section 3.3 of this Agreement.

“Capital Contribution” shall mean, with respect to any Partner, the aggregate amount of money and the Fair Market Value at the date of contribution of any property (other than money) contributed at any time to the Partnership by the Partner.

“Class A Interest” shall mean the Class A1 Interest and the Class A2 Interest.

“Cayman 7 Call Option Consideration Notice” shall have the meaning set forth in the Option Agreement.

“Class A1 Interest” shall mean the Partnership Interest of the Original Class A1 Limited Partner acquired pursuant to this Agreement (for the avoidance of doubt, nothing within this definition or within this Agreement is intended to imply any division or sub-division of the single class of Ordinary Shares of Lion/Rally Cayman 6).

“Class A2 Interest” shall mean the Partnership Interest of the Original Class A2 Limited Partner acquired pursuant to this Agreement (for the avoidance of doubt, nothing within this definition or within this Agreement is intended to imply any division or sub-division of the single class of Ordinary Shares of Lion/Rally Cayman 6).

3

“Class B Interests” shall mean the Partnership Interests of the Original Class B Limited Partner (being Lion/Rally Cayman 5) as at the date of the execution and delivery of a Deed of Adherence by the Original Class B Limited Partner as set out in a Deed of Adherence executed by the Original Class B Limited Partner as well as the Partnership’s Interests of the General Partner.

“Commitment Letter” shall mean the letter agreement made between the Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion Capital LLP dated [—].

“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 who 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 for the avoidance of doubt, a limited partnership is controlled by its general partner.

“Deed of Adherence” shall mean a deed of adherence to this Agreement in the form attached as Schedule B;

“Distributable Property” shall mean the excess of cash and property on hand over the amount that the General Partner determines is required to be retained as a reasonable reserve to meet any Partnership liabilities or proposed expenditures which are accrued or reasonably foreseeable or that is reasonably necessary to be retained.

“Distribution” shall mean any dividend or other form of distribution of assets that Lion/Rally Cayman 6 makes to the Partnership.

“Encumbrance” shall mean 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.

“Fair Market Value” shall have the meaning set forth in Section 4.1 of this Agreement.

“Final Cayman 7 Call Option” shall have the meaning set forth in the Option Agreement.

“Final Cayman 7 Call Option Completion Date” shall have the meaning set forth in the Option Agreement.

4

“General Partner” shall have the meaning set forth in the first paragraph of this Agreement and any other Person who, pursuant to the provisions of this Agreement, becomes the general partner of the Partnership.

“Governance and Shareholders Agreement” shall mean the Governance and Shareholders Agreement, made between [Lion Rally/Cayman 6], the Holdcos, the Partnership, the General Partner and CEDC on or about the date hereof;

“Group” shall mean Lion/Rally Cayman 6 and its Subsidiaries from time to time and “member of the Group” and “Group Company” shall be construed accordingly.

“Holdcos” shall have the meaning set forth in the Option Agreement.

“Holdco Call Option” shall have the meaning set forth in the Option Agreement.

“Holdco Put Option” shall have the meaning set forth in the Option Agreement.

“Hurdle Amount” shall mean an amount equal to the higher of: (i) zero; and (ii) $[1.93] multiplied by the number of Ordinary Shares held by the Partnership immediately following completion of the Holdco Call Option, if the Holdco Call Option is exercised.

“Investment” shall mean an investment or investments acquired or subscribed for by the Partnership (either directly or indirectly), including but not limited to shares, debentures, convertible loan stock, options, warrants or other securities and loans (whether secured or unsecured) made to any body corporate or other entity and interests or participations or commitments in a limited partnership or other collective investment scheme including investment, in or to Lion/Rally Cayman 6 or any other member of the Group;

“Letter of Undertaking” shall mean the letter agreement made between the Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion Capital LLP dated [—].

“LIBOR” means, in relation to any day, BBA LIBOR for six month US dollar deposits for that day.

“Limited Partner” shall mean any Person listed as a Limited Partner on Schedule A attached hereto, as the same may be amended from time to time, pursuant to the provisions of this Agreement and shall include any Person identified on the books and records of the Partnership as a Limited Partner.

“Majority in Interest of the Partners” shall mean Partners holding not less than a majority of each of (a) the Adjusted Capital Contributions of the holders of Class A1 Interests, (b) the Adjusted Capital Contributions of the holders of Class A2 Interests and (c) the Adjusted Capital Contributions of the holders of Class B Interests.

“Marketable Securities” shall mean securities admitted to trading on an internationally recognised stock exchange.

5

“Note Purchase and Share Subscription Agreement” shall have the meaning set forth in the Option Agreement.

“Option Agreement” shall mean the option agreement entered into on or about the date of this Agreement between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) the Partnership; and (iv) CEDC.

“Ordinary Shares” shall have the meaning set forth in the Option Agreement.

“Original Class A Limited Partners” shall mean the Original Class A1 Limited Partner and the Original Class A2 Limited Partner.

“Original Class B Limited Partner” shall mean Lion/Rally Cayman 5.

“Outstanding Consideration” shall have the meaning set forth in the Option Agreement.

“Partner” shall mean any one of the General Partner or the Limited Partners.

“Partner Loans” shall have the meaning set forth in Section 3.5 of this Agreement.

“Partnership” shall mean the limited partnership formed and continued in accordance with the terms, conditions and provisions of this Agreement.

“Partnership Assets” shall mean all intangible and tangible personal property and real property acquired by the Partnership and any replacements of, or additions or improvements to, such property.

“Partnership Interests” shall mean, collectively, the interests of the Partners in the Partnership.

“Partnership Law” shall have the meaning set forth in Section 1.1 of this Agreement.

“Person” shall mean any individual, partnership, corporation, limited liability company, trust or other entity.

“Pledges” shall have the meaning set forth in the Option Agreement.

“Registrar” shall have the meaning set forth in Section 1.1 of this Agreement.

“Registration Rights Agreement” shall have the meaning set forth in the Option Agreement.

“Subsidiary” shall mean in relation to any person (a “Holding Company”), any other person directly or indirectly Controlled by that Holding Company.

“Substitute Partner” shall mean a person admitted pursuant to Section 10 of this Agreement as a Partner as the successor to all, or part of, the rights and liabilities of a Partner in respect of such Partner’s Partnership Interest.

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“Taxation” shall mean any form of taxation together with interest or penalties (if any) thereon and any reasonable costs incurred in resisting claims therefor.

“Transaction Documents” shall mean the Option Agreement, the Pledges, the Commitment Letter, the Letter of Undertaking, the Warrant Instruments, the Note Purchase & Share Subscription Agreement, the Registration Rights Agreement, the Governance and Shareholders Agreement and this Agreement, and “Transaction Document” means any of them;

“Transfer” shall mean any sale, exchange, transfer, gift, bequest, assignment of, all or any portion of any interest in tangible or intangible personal or real property, voluntarily or involuntarily, by operation of law or otherwise.

“U.S.$ or $” means the lawful currency of the U.S.

“Warrant Instruments” shall have the meaning set forth in the Option Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS

Section 3.1 Initial Capital Contributions by General Partner and Limited Partners.

(a) Original Class A1 Limited Partner. The Original Class A1 Limited Partner shall contribute to the Partnership in readily available funds the amount set forth opposite its name under the heading “Capital Contribution” on Schedule A, for which the Original Class A1 Limited Partner shall receive the Original Class A1 Limited Partner’s Partnership Interest (which shall be designated as a Class A1 Interest).

(b) Original Class A2 Limited Partner. The Original Class A2 Limited Partner has contributed to the Partnership on or before the date of this Agreement the assets set forth opposite its name under the heading “Capital Contribution” on Schedule A and has received therefor the Original Class A2 Limited Partner’s Partnership Interest (which shall be designated as Class A2 Interests).

(c) Application of Original Class A Limited Partners contributions. The Original Class A1 Limited Partner and the Original Class A2 Limited Partner acknowledge that the Partnership has entered into certain agreements in reliance upon the Original Class A1 Limited Partner’s commitments to contribute funds to the Partnership as set out in this Section and in Section 3.2 below. The Original Class A1 Limited Partner shall indemnify the Partnership against any claim, loss, damage, liability, or expense, including reasonable attorneys’ fees, court costs, and costs of investigation and appeal, suffered or incurred by the Partnership by reason of, arising from, or relating to the failure by it to comply with its obligations under Section 3.2 below. Notwithstanding any other provision of this Agreement, the Partnership may assign its rights under this Section 3.1(c) and, in relation thereto, under Section 8.2, to the Holdcos (as defined in the Option Agreement).

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Section 3.2 Further Capital Contributions to fund additional commitments

(a) It is acknowledged that the Partnership is party to the Transaction Documents under which it has certain obligations and rights which if exercised give rise to the obligation for the Partnership to make payment of cash amounts.

(b) Where the Partnership is permitted to exercise a right under a Transaction Document which gives rise to an obligation to make a payment on the part of the Partnership, the General Partner will first (and before exercising such right under the relevant Transaction Document) seek (in writing) a direction from the Original Class A1 Limited Partner as to whether the Original Class A1 Limited Partner wishes the Partnership to exercise such right.

(c) Where a Cayman 7 Call Option Consideration Notice is received by the Partnership the General Partner shall within one Business Day of its receipt send a copy of such notice to the Original Class A1 Limited Partner.

(d) Where the Original Class A1 Limited Partner notifies (in writing) the General Partner that the Original Class A1 Limited Partner does not wish the General Partner to exercise such right, the General Partner undertakes not to exercise such right under the Transaction Documents.

(e) Where the Original Class A1 Limited Partner notifies (in writing) the General Partner that the Original Class A1 Limited Partner wishes the General Partner to exercise a right under a Transaction Document which gives rise to an obligation on the part of the Partnership to make a payment, the Original Class A1 Limited Partner undertakes to make a Capital Contribution, in cash, to the Partnership, in amount and at such time as the General Partner may direct, only to the extent that will allow the General Partner to exercise the relevant right under the relevant Transaction Document and satisfy the payment obligation arising thereunder.

(f) The General Partner shall be under no obligation to exercise any right under a Transaction Document which gives rise to an obligation to make a payment on the part of the Partnership until the Partnership has received, in full and in cleared funds from the Class A1 Limited Partner, the Capital Contribution which enables the General Partner to timely meet in full the relevant payment obligation as it arises.

(g) Where the Partnership timely receives such a Capital Contribution the General Partner shall be obligated to exercise the relevant right under the Transaction Document giving rise to the payment obligation and shall be obligated to make payment on the terms set out in the relevant Transaction Document.

(h) Where a payment obligation of the Partnership arises or will arise under a Transaction Document the Original Class A1 Limited Partner shall, at the direction of the General Partner, be obligated to make a Capital Contribution to the Partnership to allow the Partnership to satisfy such payment obligation under the relevant Transaction Document. Where the Partnership receives such Capital Contribution in accordance with the General Partner’s direction the General Partner shall be obligated to apply such Capital Contribution in satisfaction of the relevant payment obligation under the Transaction Document.

(i) Where a Outstanding Consideration Payment Notice is received by the Partnership the General Partner shall within one Business Day of receipt of such notice request a Capital Contribution for the amount set out in the Outstanding Consideration Payment Notice from the Original Class A1 Limited Partner.

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(j) The General Partner shall issue such Class A1 Interests to the Original Class A Limited Partner as required under Clause 5.4 of the Option Agreement.

Section 3.3 Capital Accounts. The Partnership shall maintain a separate capital account (each, a “Capital Account”) for each Partner.

Section 3.4 Withdrawal of Capital. Subject to Section 11.1 hereof, no Partner shall have the right to withdraw any capital from the Partnership; provided, however, that the General Partner may distribute capital to the Partners from time to time, in accordance with the terms hereof.

Section 3.5 Loans. Any Partner or Affiliate thereof may (with the consent of the General Partner), but shall not be required to, make loans to the Partnership for any Partnership purpose (hereinafter, “Partner Loans”). The General Partner will provide the opportunity for all Limited Partners to participate, on a pro rata basis, in any such Partner Loans that exceed in the aggregate US$100,000. In respect of any such Partner Loans, the lending Partners shall be treated as creditors of the Partnership. Such Partner Loans shall be repaid as and when the Partnership has funds available therefor, but prior to any further distributions to the Partners, unless otherwise agreed by such lending Partner. Such Partner Loans and interest thereon (at reasonable rates to be agreed upon by the lending Partner and the Partnership, but not to exceed market rates for similar loans) shall constitute obligations of the Partnership. Any such Partner Loans shall not increase such Partner’s Capital Contribution or entitle such Partner to any increase in his share of the profits of the Partnership nor subject such Partner to any greater proportion of losses which it may sustain.

Section 3.6 Interest. No Partner shall be entitled to interest on its Capital Contribution or its Capital Account. Any interest actually received by reason of temporary investment of any part of the Partnership’s funds shall be included in the Partnership’s funds.

ARTICLE 4

DISTRIBUTIONS

Section 4.1 Distributions. All Distributable Property shall be distributed as follows after payment of the General Partner’s share under Section 6.4(b):

(a) where the Holdco Put Option has not been exercised on its terms or where the Holdco Put Option has been exercised in accordance with Clauses 13.3.2 (Security Impairment Event) or 13.3.5 (Change of Control of CEDC) of the Option Agreement, amongst the holders of Class A Interests, in proportion to their respective Adjusted Capital Contribution immediately prior to the distribution, subject to the prior written approval of the Original Class A1 Limited Partner;

(b) except where the Holdco Put Option has been exercised in accordance with Clauses 13.3.2 (Security Impairment Event) and 13.3.5 (Change of Control of CEDC) of the Option Agreement, following the exercise of the Holdco Put Option on its terms:

(i) first, to the holders of Class A Interests up to the value of the Hurdle Amount in proportion to their respective Adjusted Capital Contributions immediately prior to the distribution; and

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(ii) thereafter:

(A) twenty seven and a half percent (27.5%) to the holders of the Class B Interests in proportion to their respective Adjusted Capital Contributions immediately prior to the distribution; and

(B) the remainder to the holders of Class A Interests and in proportion to their respective Adjusted Capital Contributions immediately prior to the distribution; and

(c) any distribution of Distributable Property which is not in the form of cash or cash equivalents shall be made to the Partners, so far as practicable, in the proportions expressed in Section 4.1(a) and 4.1(b) above or in such other proportions as they may reasonably agree.

The value of any non-cash Distributable Property to be distributed in accordance with this Section 4.1 shall be its Fair Market Value as determined by the General Partner in good faith (the “Fair Market Value”). In determining the Fair Market Value of any non-cash property of the Partnership, all factors which the General Partner determines might reasonably affect such value shall be taken into account without regard to any discounts for illiquidity or non-transferability; provided, however, that any non-cash property that consists of Marketable Securities shall be valued as follows: any investment of a class that is publicly traded shall be valued by reference to a distribution record date which shall be fixed by the General Partner as of a date not less than ten trading days before the proposed Partnership distribution of any such investment and shall take into account the arithmetic average of the trading prices on such record date and on each of the ten trading days immediately preceding, and on each of the ten trading days immediately following, such record date. Such trading prices shall equal (A) the closing sale prices of such investment as reported for each such trading day by the principal securities exchange or interdealer market system on which such investment is then listed or authorised for trading, or (B) if not so listed or authorised, the average of the closing bid and asked quotations for each such trading day as reported by any interdealer quotation system on which such investment is then authorised for trading. Notwithstanding the preceding sentence, if the volume of trading or other aspects of the securities market on which the class of securities is traded are such that the General Partner reasonably determines that prices in such market may not accurately reflect the fair value of the investment, then the General Partner shall not be required to value such investment based solely on the formula previously set forth. In no event shall an investment be valued at less than the price at which the Partnership can require a third Person to buy the investment, taking into account the creditworthiness of the Person with such purchase obligation, the availability of any collateral for the obligation, and other factors that the General Partner deems appropriate.

For the avoidance of doubt, to the extent that the Partnership holds Marketable Securities it shall not automatically be dissolved pursuant to paragraph (d) of Section 11.1 of this Agreement.

Section 4.2 Timing and Manner of Distributions. The General Partner may, in its absolute discretion, make a distribution of Distributable Property among the Partners at any time, as specified in Section 4.1 above, provided that:

(a) any Distribution received by the Partnership prior to the exercise of the Holdco Put Option shall, subject to the approval of the Original Class A1 Partner, be promptly distributed to the Partners;

(b) no distribution in specie of shares in the capital of Lion/Rally Cayman 6 which are held by the Partnership shall be made prior to the Holdco Put Option being exercised.

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Where the General Partner makes a distribution of a Distribution to the Original Class A Limited Partners in accordance with this Section, such distribution shall be made in instalments of up to (but not exceeding) $30 million, and (other than the first instalment of such distribution) no instalment of a distribution shall be made to an Original Class A Limited Partner unless the Original Class A Limited Partner has first made a Capital Contribution (a “Distribution Capital Contribution”) equal in value to the prior instalment.

Where the Partnership receives a Distribution Capital Contribution or where the Partnership receives a Distribution which is not distributed to the Partners as a result of the Original Class A1 Partner not giving approval under Section 4.2(a), the Partnership shall immediately make an advanced payment in such amount equal to the Distribution Capital Contribution to the Holdcos, as required under Clause [8.6.2] of the Option Agreement.

Section 4.3 Restriction on Distributions. No distribution shall be made that would have the effect of reducing the value of the Partnership Assets below the liabilities of the Partnership other than liabilities to Partners on account of their interests in the Partnership. Prior to authorising any distribution, the General Partner shall determine whether the Partnership has available to it unencumbered cash funds sufficient for the distribution after taking into account (except in the case of liquidation of the Partnership) the amounts which should be set aside to provide a reasonable reserve for the continuing conduct of the business of the Partnership and for normal working capital.

Section 4.4 Demand for Distributions. No Partner shall be entitled to demand and receive a distribution of Partnership property in return for its Capital Contributions to the Partnership.

Section 4.5 Allocation of Profits and Losses. Every Partner shall have an interest in every asset of the Partnership and accordingly, all items of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same proportions as the Partners are entitled to Distributable Property under Section 4.1.

ARTICLE 5

TAX

Section 5.1 Allocations of Income and Loss. Allocations of items of income, gain, loss, deduction, allowance, expense and credit for each taxable year of the Partnership shall be in accordance with each Partner’s interest in the Partnership as determined pursuant to Section 4.1 of this Agreement. Allocations shall be made to each Partner in the same manner as such Partner (a) would contribute capital to the Partnership or (b) would receive distributions if the Partnership were to liquidate the assets of the Partnership at their book value and distribute the proceeds in accordance with Section 4.1; provided, however, that if any such allocation is not permitted by applicable law, the Partnership’s subsequent income, gain, loss, deduction, expense, and credit shall be allocated among the Partners so as to reflect as nearly as possible the allocation used in computing Capital Accounts.

Section 5.2 Withholding Taxes.

(a) Withholding. The General Partner shall be entitled to withhold or cause to be withheld from any Limited Partner’s distributions from the Partnership or any allocable share of Partnership income such amounts, if any, as are required by applicable law. Each Limited Partner shall furnish to the General Partner from time to time all such information as is required by applicable law or otherwise reasonably requested by the General Partner to permit the General Partner to ascertain whether and in what amount withholding is required in respect of such Limited Partner. Notwithstanding the

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foregoing, the General Partner shall have no liability to the Partnership or any Limited Partner for failure to request or obtain such information from any Limited Partner, or for failure to withhold in respect of any Limited Partner who has not furnished such information to the General Partner.

(b) Recoupment. If the Partnership or the General Partner itself pays (i) any withholding obligation imposed by applicable law or (ii) any amount (including any Taxation, penalty, or interest) in respect of any failure to withhold from any Limited Partner as required by applicable law, in either case such Limited Partner shall on demand reimburse the Partnership or the General Partner (as the case may be) for the amount of such payment plus interest thereon (accruing from the date such payment was made by the person entitled to reimbursement) at a floating rate per annum (which shall change from time to time in accordance with the prime rate specified below as the prime rate changes) equal to the lesser of (A) the highest lawful rate of interest or (B) LIBOR plus 200 basis points (calculated and accrued daily and compounded six-monthly). For these purposes, Each person paying an amount (including any Taxation, penalties, and interest) in respect of a Limited Partner’s Taxation shall have a security interest in the Partnership interest of any Limited Partner who owes money to such paying person pursuant to this Section 5.2(b) and, in addition to all other rights and remedies of such paying person with respect to such security interest or otherwise available at law or in equity, the General Partner shall have the right to offset, or cause to be offset, against any such Limited Partner’s distributions under this Agreement all amounts owed by such Limited Partner to such paying Person pursuant to this Section 5.2(b). The rights and obligations set forth in this Section 5.2 shall survive the dissolution, liquidation, and termination of the Partnership until the expiration of all statutes of limitation applicable to such rights and obligations.

(c) Deemed Distributions. Any amounts withheld or offset by the General Partner in accordance with Section 5.2(a) or 5.2(b) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Limited Partner in respect of which they are withheld.

ARTICLE 6

POWERS OF GENERAL PARTNER

Section 6.1 Standard of Conduct and Management. The management of the Partnership and its business and affairs shall be vested fully and exclusively in the General Partner, which shall have the power by itself and shall be authorised and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership as provided in Section 1.3 hereof and to perform all acts and enter into and perform all contracts and other undertakings, and to make (or refrain from making) all elections, that it may in its sole discretion deem necessary or advisable or incidental thereto in connection therewith, and to reasonably interpret and determine, in a manner consistent with the objects and purposes of the Partnership, allocations, distributions, and financial reporting, to the extent not otherwise clearly provided herein.

Section 6.2 Additional Powers. For the avoidance of doubt the General Partner shall have the right, power and authority to do on behalf of the Partnership all things which, in its sole judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including, but not limited to, the right, power and authority:

(a) to incur all reasonable expenditures;

(b) to employ and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys and accountants;

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(c) to borrow money on a short term basis and use as security therefor all or any part of any property of the Partnership;

(d) to do any and all of the foregoing at such price, rental or amount, for cash, securities or other property and upon such terms as the General Partner reasonably deems proper; and

(e) to execute, acknowledge and deliver any and all instruments to effectuate any and all of the foregoing.

Subject to the terms of this Agreement, the General Partner shall have the right, power and authority to lease, sell, exchange, refinance or grant an option for the sale of, all or any portion of the property of the Partnership, at such rental, price or amount, for cash, securities or other property and upon such other terms as the General Partner in its sole and absolute discretion deems proper.

Section 6.3 Devotion of Time. The General Partner shall devote such time to the Partnership business as the General Partner shall deem to be necessary to manage and supervise the business and affairs of the Partnership in an efficient manner; but nothing in this Agreement shall preclude the engagement, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership and/or its properties, subject to the control of the General Partner, provided that at such time of engagement the General Partner has the reasonable belief that such agent or third party has professional or expert competence and that such agent or third party has been selected with reasonable care.

Section 6.4 Competitive Activities. The General Partner shall not be required to manage the Partnership as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Partnership. Such other business interests and activities may be of any nature or description, and may be engaged in independently or with others. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement or the partnership relationship created hereby, in or to such other ventures or activities of the General Partner or any Affiliates of the General Partner, or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper. The General Partner shall have the right to take for its own account or to recommend to others, including Affiliates of the General Partner, any investment opportunity including investment opportunities that may be competitive with or involve the same line of business as that conducted or proposed to be conducted from time to time by the Partnership, and shall have no obligation whatsoever to present or otherwise make available any such investment opportunities to the Partnership.

Section 6.5 Fees and Expenses.

(a) Fees and Expenses. The Partnership shall reimburse the General Partner for all reasonable costs and other obligations incurred by or on behalf of the Partnership or the General Partner in connection with the formation or operation of the Partnership, including reasonable travel and communication expenses, meeting expenses, fees and expenses of finders, brokers, investment bankers, financial advisors, and similar Persons, fees and expenses of legal counsel and other professionals (such as accountants, environmental consultants, insurance consultants, solvency experts, and others) retained by or on behalf of the Partnership or the General Partner for the purposes of the Partnership.

(b) General Partner’s Share. The General Partner shall be entitled to receive a share of profits equal to US $1 per annum attributable to the Partnership Interests as provided for in Section 4.

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Section 6.6 Transactions with Affiliates. Notwithstanding anything to the contrary contained herein, and notwithstanding any obligations or duties (fiduciary or otherwise) that the General Partner may have at law or in equity, the Partnership may from time to time enter into transactions with the General Partner or any Affiliates of the General Partner in order to carry out the purpose of the Partnership as described in Section 1.3 above, provided that such transactions are save for the transactions under the Transaction Documents, in the reasonable judgment of the General Partner, not less favourable than would be obtained in a comparable arms length transaction with a Person that is not an Affiliate of the General Partner. Except as set forth in Section 6.4 of this Agreement, the General Partner shall not charge or be paid a fee by the Partnership for any services rendered to the Partnership.

Section 6.7 Prohibition of Encumbrances. Unless the prior written consent of all Partners has been obtained, the General Partner shall maintain the Partnership Interest that it holds free from all Encumbrances at all times.

ARTICLE 7

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 7.1 No Participation by Limited Partners. Notwithstanding any other provision of this Agreement to the contrary or the specific rights listed in Section 7.1(a) and Section 7.1(b), no Limited Partner shall have any right to participate in the conduct of the Partnership or of its business.

(a) The budget of the Partnership which may be prepared from time to time shall promptly, following it being produced, be circulated amongst the Partners, but shall not become effective until the Original Class A1 Limited Partner has specifically approved the same.

(b) Nothing contained in this Section 7.1 shall prohibit any Limited Partner or its officers, directors, partners, members, stockholders or Affiliates from acting as officers and/or directors of the General Partner and its Affiliates.

Section 7.2 Liabilities of the Limited Partners. Except as otherwise required by law, no Limited Partner shall be personally liable for any of the debts or obligations of the Partnership, and the liability of each Limited Partner to the Partnership shall be limited to the total Capital Contributions that the Limited Partner is required to make to the Partnership under Section 3.1 hereof, and such liability shall be enforceable only by the Partnership and the Partners thereof and not by any creditors of the Partnership.

ARTICLE 8

EXCULPATION, INDEMNIFICATION AND GUARANTEE

Section 8.1 Exculpation. Neither the General Partner nor any Affiliate of the General Partner, nor any officer, director, member, stockholder, employee, partner, or agent of the General Partner or any of its Affiliates, shall be liable, responsible, or accountable in loss, damages or otherwise to the Partnership or to any Partner by reason of, arising from, or relating to the operations, business, or affairs of the Partnership, or any act or failure to act on behalf of the Partnership by, the General Partner, or any of their respective Affiliates, except to the extent that any of the foregoing is caused by (i) the negligence, wilful misconduct, or bad faith of a person claiming exculpation, or (ii) a material breach of this Agreement (provided that the General Partner shall have ninety (90) days to cure any material breach of this Agreement after receiving notice thereof).

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Section 8.2 Indemnity. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner (which for the purposes of this Section 8.2 shall include both for itself and as trustee for any Affiliate of the General Partner and each officer, director, member, stockholder, employee, partner, or agent of the General Partner each, (and including for the avoidance of doubt the General Partner) being a “General Partner Indemnified Party”) against any claim, loss, damage, liability, actions, proceedings, or expense, including reasonable attorneys’ fees, court costs, and costs of investigation and appeal, suffered or incurred by any such General Partner Indemnified Party by reason of, arising from, or relating to the operations, business, or affairs of or any act or failure to act on behalf of the Partnership, the General Partner, or any of their respective Affiliates, except to the extent that any of the foregoing is caused by the negligence, bad faith or wilful misconduct of any General Partner Indemnified Party or a material breach of this Agreement (provided that the General Partner shall have ninety (90) days to cure any material breach of this Agreement after receiving notice thereof). Unless a determination has been made (by final, nonappealable order of a court of competent jurisdiction) that indemnification is not required, the Partnership shall, upon the request of any General Partner Indemnified Party, advance or promptly reimburse such General Partner Indemnified Party’s reasonable costs of investigation, litigation, or appeal, including reasonable attorneys’ fees; provided, however, that the affected General Partner Indemnified Party shall, as a condition of such General Partner Indemnified Party’s right to receive such advances and reimbursements, undertake in writing to repay promptly the Partnership for all such advancements or reimbursements if a court of competent jurisdiction determines that such General Partner Indemnified Party is not then entitled to indemnification under this Section 8.2 and, at the request of any Limited Partner, shall secure such repayment undertaking with a perfected first-priority lien or equivalent (in favour of the Partnership) on such General Partner Indemnified Party’s Partnership interest or on other collateral reasonably acceptable to such the requesting Limited Partner and the Partnership. No Partner shall be required to contribute capital in respect of any indemnification claim under this Section 8.2 unless otherwise provided in any other written agreement to which such Partner is a party. Where requested by the General Partner, the Partnership shall enter into separate deeds of indemnity in favour of the relevant General Partner Indemnified Party where necessary to give effect to this Section 8.2.

ARTICLE 9

FINANCIAL ACCOUNTING AND TAX MATTERS

Section 9.1 Books and Records. The General Partner shall keep or cause to be kept complete and appropriate records and books of account in which shall be entered all such transactions and other matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of like character or which are required by the Partnership Law. The books and records shall be maintained at the principal place of business of the Partnership, and all such books and records shall be available for inspection and copying at the request, and at the expense, of any Partner during the ordinary business hours of the Partnership.

Section 9.2 Tax Information. As soon as practicable, but no later than one hundred twenty (120) days after the end of each Partnership taxable year, the General Partner shall cause to be prepared and mailed to each Partner all necessary Taxation reporting information.

Section 9.3 Register. The General Partner shall ensure that a register of the General Partner and, pursuant to the Partnership Law, of the Limited Partners shall be maintained at the registered office of the Partnership in the Cayman Islands. Such register shall reflect the name and address of each of the Partners, the amount and date of the Capital Contributions made by each Limited Partner and the amount and date of any payment to any of the Limited Partners representing a return of any part of their Capital Contributions in the event of any such distribution. The register shall be open to inspection by the Partners, any person authorised by the General Partner and any other person with the right to inspect the register pursuant to the Partnership Law.

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Section 9.4 Banking.

All funds of every kind and nature received by the Partnership, including Capital Contributions, loan proceeds and operating receipts, shall be deposited in such bank accounts as shall be determined by the General Partner. Signatories shall be as designated from time to time by the General Partner.

Section 9.5 Accounting Decisions. All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the General Partner. These decisions must be acceptable to the Partnership’s accountants.

Section 9.6 Access to Information The General Partner shall afford each Partner reasonable and timely access to the information maintained and generated by the Partnership and General Partner under this Article 9 upon the written request of any Partner.

ARTICLE 10

ADMISSIONS, TRANSFERS AND WITHDRAWALS

Section 10.1 Admission of New Partners. Save in relation to the Transfer of a Partnership Interest in accordance with this Article 10 and the admission of the Original Class B Limited Partner in accordance with Section 10.1(a), no new Partner may be admitted to the Partnership.

(a) Admission of the Original Class B Limited Partner. Subject to the remaining provisions hereof, the Original Class B Limited Partner shall be admitted as a Limited Partner upon the exercise of the Holdco Put Option and the execution and delivery of the Deed of Adherence by the Original Class B Limited Partner.

Section 10.2 Transfer of Partners’ Interests.

(a) General Partner Transfer. The General Partner may Transfer all or any portion of its Partnership Interest to any Affiliate of Lion Capital LLP without obtaining any consent from any other Partner; provided however, that in the event that such Affiliate ceases to be an Affiliate of Lion Capital LLP, the then General Partner shall immediately procure that the transferred Partnership Interest (or proportion of such Partnership Interest) is transferred back to the General Partner or a continuing Affiliate thereof. Save as herein provided, the General Partner may not Transfer all or any proportion of its Partnership Interest without the prior consent of the Limited Partners.

(b) Original Class A1 Limited Partner Transfer. The Original Class A1 Limited Partner may Transfer all or any portion of its Partnership Interest to any of its Affiliates without obtaining any consent from any other Partner; provided however, that: the Original Class A1 Limited Partner guarantees the obligations in respect of the Partnership Interest (or proportion of such Partnership Interest) transferred to such Affiliate to the reasonable satisfaction of the General Partner; and in the event that the such Affiliate ceases to be an Affiliate of the Original Class A1 Limited Partner, the Original Class A1 Limited Partner shall immediately procure that the transferred Partnership Interest (or proportion of such Partnership Interest) is transferred back to the Original Class A1 Limited Partner or a continuing Affiliate thereof.

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(c) Original Class B Limited Partner Transfer. The Original Class B Limited Partner may Transfer all or any portion of its Partnership Interest to any of its Affiliates without obtaining any consent from any other Partner; provided however, that: the Original Class B Limited Partner guarantees the obligations in respect of the Partnership Interest (or proportion of such Partnership Interest) transferred to such Affiliate to the reasonable satisfaction of the General Partner; and in the event that the such Affiliate ceases to be an Affiliate of the Original Class B Limited Partner, the Original Class B Limited Partner shall immediately procure that the transferred Partnership Interest (or proportion of such Partnership Interest) is transferred back to the Original Class B Limited Partner or a continuing Affiliate thereof.

(d) Limited Partner Transfer. The Original Class A1 Limited Partner and the Original Class A2 Limited Partner, and (when admitted) the Original Class B Limited Partner may each Transfer all or any portion of such Partner’s Partnership Interest to any of the Original Class A1 Limited Partner, the Original Class A2 Limited Partner or (when admitted) the Original Class B Limited Partner without obtaining any consent from any other Partner.

(e) Death, Bankruptcy, etc. of Limited Partner. In the event of the death, incompetence, insolvency, bankruptcy, dissolution, liquidation, or termination of any Limited Partner:

(i) the Partnership shall not be terminated or dissolved, and the remaining Partners shall continue the Partnership and its operations, business, and affairs until the dissolution thereof as provided in Section 11.1;

(ii) such affected Limited Partner shall thereupon cease to be a Partner for all purposes of this Agreement and, except as provided in Section 10.3, no officer, partner, beneficiary, creditor, trustee, receiver, fiduciary, or other legal representative and no estate or other successor in interest of such Limited Partner (whether by operation of law or otherwise) shall become or be deemed to become a Limited Partner for any purpose under this Agreement;

(iii) the Partnership Interest of such affected Limited Partner shall not be subject to withdrawal or redemption in whole or in part prior to the dissolution, liquidation, and termination of the Partnership;

(iv) the estate or other successor in interest of such affected Limited Partner shall be deemed a transferee of, and shall be subject to all of the obligations with respect to, the Partnership Interest of such affected Limited Partner as of the date of death, incompetence, insolvency, bankruptcy, dissolution, liquidation, or termination, except to the extent the General Partner releases such estate or successor from such obligations;

(v) any legal representative or successor in interest having lawful ownership of the assigned Partnership Interest of such affected Limited Partner shall have the right to receive notices, reports, and distributions, if any, to the same extent as would have been available to such affected Limited Partner; and

(vi) no Transfer of any Partnership Interest, pursuant to this Article 10, shall be completed where such Transfer would cause the Partnership to be required to register as an investment company within the meaning of the 1940 Act. Any purported transfer that would cause the Partnership to be required to register as an investment company within the meaning of the 1940 Act shall be void ab initio.

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(f) Effect of Transfer. Upon a Transfer of a Partnership Interest (or part thereof) pursuant to this Article 10:

(i) in the case of the Transfer of the whole of a Partnership Interest held by a Partner, the transferee shall acquire such Partnership Interest and shall be deemed to have made the transferor’s Adjusted Capital Contributions as at the date of Transfer, and the transferor shall cease to hold such Partnership Interest from such date; and

(ii) in the case of the Transfer of part of a Partnership Interest held by a Partner, the transferee shall acquire such part of that Partnership Interest and shall be deemed to have made such proportion of the transferor’s Adjusted Capital Contributions as at the date of Transfer as that part of the Partnership Interest so Transferred bears to the whole of the Partnership Interest held by the transferor immediately prior to such Transfer, and the Adjusted Capital Contributions of the transferor shall be deemed to be reduced accordingly from such date.

Section 10.3 Substitute Partners.

(a) Each Substitute Partner shall be bound by all the provisions of this Agreement and, as a condition of giving its consent to any Transfer to be made in accordance with the provisions of this Article 10, the transferring Partner shall procure that the proposed Substitute Partner acknowledges its assumption of the obligations of the transferring Partner in respect of the Partnership Interest (or proportion of such Partnership Interest) proposed to be transferred to the Substitute Partner, by agreeing to be bound by all the provisions of this Agreement and to become a Partner and undertaking to indemnify the Partnership and the General Partner in respect of any legal costs, taxes and expenses associated with such Transfer. The Substitute Partner shall not become a Partner and neither of the Partnership or the General Partner shall incur any liability for allocations and distributions made in good faith to the transferring Partner until the written instrument of transfer and a signed form of adherence to this Agreement as provided by the General Partner has been received by the Partnership and recorded in its books and the effective date of the transfer has passed.

(b) Each Substitute Partner shall meet the Qualification Requirements applicable to its transferor. If only a portion of a Limited Partner’s interest is transferred to a Substitute Partner, the transferor Limited Partner and the Substitute Partner both will be subject to the applicable Qualification Requirements.

Section 10.4 Withdrawal of Partners. Except as permitted by this Article 10, no Partner shall have any right to withdraw or resign from the Partnership unless such Partner transfers its entire Partnership Interest to one or more transferees who are admitted as a Substitute Partner in accordance with Section 10.3. The General Partner may not withdraw or resign as General Partner of the Partnership without having first found a suitable substitute with the appointment of such substitute to comply with Section 10.2(a). The General Partner may not be removed, suspended or (except as provided in Section 10.5 or Section 11.1) replaced without its consent.

Section 10.5 Removal of General Partner. The Original Class A Limited Partners (where all of the Original Class A Limited Partners agree in writing) may remove the General Partner, and appoint, effective as of the date of such removal, a successor General Partner, but only following: (i) on the Final Cayman 7 Call Option Completion Date; or (ii) timely settlement, in cash, of the entire Outstanding Consideration, provided in each case there has been no exercise of the Holdco Call Option.

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ARTICLE 11

DISSOLUTION AND WINDING UP

Section 11.1 Dissolution. The Partnership shall commence winding up upon the first to occur of any of the following events:

(a) 50 years after the date of this Agreement, provided that the General Partner, in its sole and absolute discretion, may extend the term of the Partnership in one or more increments for up to two additional years if necessary to realise upon any assets which may be illiquid and may extend the term of the Partnership further with the consent of Limited Partners holding a Majority in Interest of the Partners;

(b) the election of the General Partner to dissolve the Partnership at any time subject to the prior approval of the Original Class A1 Limited Partner;

(c) the General Partner has withdrawn from the Partnership within the meaning of the Partnership Law, or any other dissolution event specified in the Partnership Law shall have occurred;

(d) a final realisation and distribution of all Distributable Property having occurred;

(e) the Partnership no longer holding any shares in Lion/Rally Cayman 6; or

(f) the General Partner has (i) made a general assignment for the benefit of creditors, (ii) filed a voluntary petition in bankruptcy, (iii) filed a petition or answer seeking for itself any reorganisation, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any bankruptcy, insolvency, or debtor relief law, (iv) filed an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any bankruptcy, liquidation, or insolvency proceeding brought against it, or (v) sought, consented to, or acquiesced in the appointment of a trustee, receiver, or liquidator of the General Partner or of all or any substantial part of its property.

Notwithstanding the foregoing provisions of this Section 11.1, but subject to the provisions of the Partnership Law, the Partnership shall not commence winding up upon the occurrence of any event specified in paragraphs (e) and (f) of this Section 11.1 if within 90 days after such occurrence all the Partners or all of the remaining Partners, as the case may be, agree in writing to continue the business of the Partnership and, if applicable, to the appointment, effective as of the date of withdrawal, of a successor General Partner. At the end of the winding-up process, the General Partner shall file the notice of dissolution required by the Partnership Law.

Section 11.2 Accounting on Winding-Up. Following the commencement of winding-up of the Partnership (without reconstitution) pursuant to Section 11.1, the books of the Partnership shall be closed, and a proper accounting of the Partnership Assets, liabilities, and operations shall be made by the General Partner, all as of the most recent practicable date. Subject to the rights of a Partner or a creditor to apply to the courts of the Cayman Islands in respect of the commencement of winding-up of the Partnership under the Partnership Law, the General Partner shall serve as the liquidator of the Partnership unless it fails or refuses to serve or unless the Partnership has been dissolved (without reconstitution) as a result of any event specified in any of paragraphs (e) and (f) of Section 11.1. If the General Partner does not serve as the liquidator, one or more other persons may, to the extent permitted by law, be elected to serve by consent or vote of Limited Partners then representing a Majority in Interest of the Partners. The

19

liquidator shall have all rights and powers that the Partnership Law confers on any person serving in such a capacity. The expenses incurred by the liquidator in connection with the dissolution, liquidation, and termination of the Partnership shall be borne by the Partnership.

Section 11.3 Termination. As expeditiously as practicable, but in no event later than one year (except as may be necessary to realise upon any material amount of property that may be illiquid), after the commencement of winding-up of the Partnership (without reconstitution) pursuant to Section 11.1, the liquidator shall cause the Partnership (i) to pay and discharge all commercial or trading debts, (ii) to pay and discharge all other liabilities of the Partnership (other than those to the Partners) and to establish a reserve fund (which may be in the form of cash or other property, as the liquidator shall determine) for any and all other liabilities, including contingent liabilities, of the Partnership in a reasonable amount determined by the liquidator to be appropriate for such purposes or otherwise to make adequate provision for such other liabilities, (iii) to pay any debts or liabilities to the Partners including any such debts owed to the Partners which do not constitute Capital Accounts or Partner Loans entered into for any purposes of the Partnership and (iv) to distribute proceeds to the Partners in accordance with Article 4 of this Agreement. The liquidator may sell property, if any, of the Partnership for cash or other consideration and shall cause all remaining cash or other property, if any, of the Partnership (after payment of the sums required to be paid pursuant to (i) to (ii) above) to be distributed to the Partners in accordance with Article 4. At the time final distributions are made in accordance with Article 4, all required filings shall be made in accordance with law, and the legal existence of the Partnership shall terminate; provided, however, that if at any time thereafter any reserved cash or property is released because in the judgment of the liquidator the need for such reserve has ended, then such cash or property shall be distributed in accordance with Article 4.

Section 11.4 No Negative Capital Account Obligation. Notwithstanding any other provision of this Agreement, in no event shall any Partner who has a negative Capital Account upon final distribution of all cash and other property of the Partnership be required to restore such negative account to zero.

Section 11.5 No Other Cause of Dissolution. The Partnership shall not be dissolved, or its legal existence terminated, for any reason whatsoever except as expressly provided in this Article 11 or under the Partnership Law.

Section 11.6 No Obligation to Make Further Contributions. Except as provided in Article 8, the Partners shall look solely to the assets of the Partnership for the return of their contributions, and if the funds remaining after the payment or discharge of the debts and liabilities of the Partnership pursuant to this Article 11 are insufficient to return such contributions, the Partners shall have no recourse against the General Partner for that purpose.

ARTICLE 12

POWER OF ATTORNEY

Section 12.1 Grant. Each Limited Partner hereby irrevocably constitutes, appoints and empowers the General Partner and its designees with full power of substitution, as the true and lawful attorney-in-fact of such Limited Partner, with full power and authority in such Limited Partner’s name, place and stead and for such Limited Partner’s use or benefit, to make, execute, sign, acknowledge, certify, publish, consent to, record or file with respect to the Partnership:

(a) Amendments. All instruments or documents that the General Partner deems appropriate or necessary to reflect any amendment, change or modification to this Agreement which has been approved by the requisite parties pursuant to the terms of this Agreement;

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(b) Dissolution or Termination. All conveyances and other instruments or documents that the General Partner deems appropriate or necessary to effectuate or reflect the dissolution, termination and liquidation of the Partnership pursuant to the terms of this Agreement;

(c) Encumbrances. Any and all financing statements, continuation statements, or other documents necessary to grant or perfect for creditors of the Partnership, including the General Partner and its Affiliates, a security interest, mortgage, pledge or lien on all or any of the Partnership Assets pursuant to the terms of this Agreement;

(d) Continuation of Business. All instruments or documents required to continue the business of the Partnership; and

(e) Admission of Partners. All instruments or documents relating to the admission of any Partner pursuant to the terms of this Agreement.

Section 12.2 Authorisation of Execution and Delivery. The execution and delivery by the General Partner of any such agreements, amendments, consents, certificates or other instruments or documents shall, as regards third parties, be conclusive evidence that such execution and delivery was authorised by this Agreement. Nothing in this Agreement shall be construed as authorising any Person acting as attorney-in-fact for any Limited Partner to increase in any way the liability of Limited Partners beyond the liability expressly set forth in this Agreement or to amend this Agreement except in accordance with the provisions of Section 13.4. Each Limited Partner shall execute and deliver to the General Partner, within fifteen (15) days after receipt of the General Partner’s reasonable request therefor, all such further designations, powers of attorney and other instruments as the General Partner deems necessary to effectuate this Agreement and the purposes of the Partnership.

Section 12.3 Scope of Power. The grant of authority in Section 12.1:

(a) is a special power of attorney coupled with an interest, is irrevocable and shall survive the death, incapacity, disability, bankruptcy, incompetency, termination or dissolution of any Limited Partner;

(b) may be exercised by the General Partner for each Limited Partner by a facsimile signature or by listing all of the Limited Partners executing any instrument with the General Partner’s signature as attorney-in-fact for all of them; and

(c) shall extend to the Limited Partners’ heirs, successors and assigns.

ARTICLE 13

MISCELLANEOUS

Section 13.1 Specific Performance. Each Partner acknowledges that damages are not necessarily an adequate remedy for the breach by any Partner of this Agreement and that the non-breaching Partner shall be entitled to specific performance, injunction, and other appropriate equitable remedies, without the posting of any bond.

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Section 13.2 Waiver of Partition. Each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Partnership’s property.

Section 13.3 Waivers. Neither the waiver by a Partner of a breach of or a default under any of the provisions of this Agreement nor the failure of a Partner, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, remedy or privilege under this Agreement shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights, remedies or privileges.

Section 13.4 Amendments. Amendments to this Agreement may be proposed by the General Partner. The General Partner shall submit in writing the text of any such amendment to all Limited Partners and shall seek the written consents of the Limited Partners with respect to the proposed amendment. If the General Partner and a Majority in Interest of the Partners shall have given their written consents, then such proposed amendment shall become effective as of the date specified in such proposal; provided, however, that:

(a) Consent Requirements. Without the consent of each Partner to be adversely affected, the Agreement shall not be amended so as to:

(i) convert a Limited Partner into a General Partner;

(ii) modify the limited liability of a Limited Partner;

(iii) amend this Agreement including without limitation Sections 4.1 or 5.1 (or any defined term used in such sections) to affect adversely the interest of a Partner in distributions or in the income and loss of the Partnership;

(iv) amend this Agreement including without limitation Section 3.1 or Section 11.2 to increase a Partner’s obligations to contribute to the capital of the Partnership or to affect adversely any Partner;

(v) amend this Section 13.4 to affect adversely any Partner; or

(vi) add new provisions to this Agreement that would have the effect of any of the foregoing.

(b) Additional Consent for Certain Amendments. In the case of any provision of this Agreement which requires the action, approval or consent of Partners holding a specified interest in the Partnership, such provision may not be amended without the consent of Partners holding such specified interest.

(c) Notification. The General Partner shall notify all Limited Partners upon the final adoption or rejection of any proposed amendment.

Section 13.5 Amendment by the General Partner. Subject always to the provisions of Section 13.4, the General Partner (pursuant to the powers of attorney from the Limited Partners granted as provided in Article 12), without the consent or approval at the time of any Limited Partner (each Limited Partner, by acquiring a Partnership Interest, being deemed to consent to any such amendment), may amend any provision of this Agreement or the Certificate of Registration issued by the Registrar, and may execute, swear to, acknowledge, deliver, file and record all documents required or desirable in connection therewith, to reflect:

(a) Change in Name or Location. A change in the name of the Partnership or the location of the principal place of business of the Partnership;

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(b) Change of Partners. The admission, dilution, substitution, termination or withdrawal of any Partner in accordance with the provisions of this Agreement;

(c) Qualification to Do Business. A change that is necessary to qualify the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability;

(d) Changes Which are Inconsequential, Curative, or Required. A change that is:

(i) of an inconsequential nature and does not adversely affect the Partners in any material respect;

(ii) necessary or desirable to cure any ambiguity or to correct or supplement any provisions of this Agreement;

(iii) required or specifically contemplated by this Agreement; or

(iv) necessary to reflect the Partnership Interests of the Partners from time to time as contemplated by this Agreement; and

(e) Changes Under Applicable Law. A change in any provision of this Agreement which requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to the requirements of applicable Cayman Islands law if the provisions of applicable law are amended, modified, or revoked so that the taking of such action is no longer required; the authority set forth in this Section 13.5(e) shall specifically include the authority to make such amendments to this Agreement and to the Certificate of Registration as the General Partner deems necessary or desirable in the event that the Partnership Law is amended to eliminate or change any provision now in effect.

Section 13.6 Withdrawal of the General Partner

If, pursuant to Section 11.1, the General Partner withdraws as general partner of the Partnership with its consent, the name of the Partnership shall be changed so as not to include the words “Lion” or any imitation thereof and all obligations and undertakings of the General Partner to the Partnership and the Limited Partners, whether arising pursuant to this Agreement or otherwise shall cease with immediate effect provided that nothing herein shall affect the liability of any such General Partner for any act or omission prior to such removal.

Section 13.7 Notices.

(a) Procedure For Giving Notice. All notices or other communications required or permitted to be given pursuant to this Agreement to a Partner shall be given in writing and shall be considered as properly given or made if personally delivered, if sent by a recognised overnight courier (such as Federal Express) or if mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed, in the case of a Limited Partner, to such Partner’s address for notices as it appears on the records of the Partnership and, in the case of the General Partner, to the General Partner at the Partnership’s principal office.

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(b) Change of Address. Any Partner may change his address for notices by giving notice in writing to the General Partner, stating his new address for notices. Commencing on the tenth (10th) day after the giving of such notice, such newly designated address shall be such Partner’s address for the purpose of all notices or other communication required or permitted to be given pursuant to this Agreement.

(c) Delivery. Any notice or other communication shall be deemed to have been given as of the date on which it is personally delivered or one day after it is sent by recognised overnight courier.

Section 13.8 Other Terms. All references to “Articles” and “Sections” contained in this Agreement are, unless specifically indicated otherwise, references to articles, sections, subsections, and paragraphs of this Agreement. Whenever in this Agreement the singular number is used, the same shall include the plural where appropriate (and vice versa), and words of any gender shall include each other gender where appropriate. As used in this Agreement, the following words or phrases all have the meanings indicated: (a) “or” shall mean “and/or”; (b) “day” shall mean a calendar day; (c) “including” or “include” shall mean “including without limitation”; and (d) “law” or “laws” shall mean statutes, regulations, rules, judicial orders, and other legal pronouncements having the effect of law. Whenever any provision of this Agreement requires or permits the General Partner to take or omit to take any action, or make or omit to make any decision, unless the context clearly requires otherwise, such provision shall be interpreted to authorise an action taken or omitted, or a decision made or omitted, by the General Partner acting alone and in good faith.

Section 13.9 Transfer and Other Restrictions. Interests in the Partnership have not been registered under the securities laws of any jurisdiction and may not be offered or sold unless such interests have been registered, or are exempt from registration, under all applicable securities laws. Interests in the Partnership are subject to certain restrictions on transfer, voting, and other terms and conditions set forth in this Agreement.

Section 13.10 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the transactions contemplated by the Partners and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for in this Agreement.

Section 13.11 Execution in Counterparts. This Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument.

Section 13.12 Binding Effect. Subject to the restrictions on Transfers set forth in Article 10, this Agreement shall be binding upon and shall inure to the benefit of the General Partner and the Limited Partners and their heirs, devisees, executors, administrators, legal representatives, successors and assigns.

Section 13.13 Governing Law. This Agreement, the rights and obligations of the parties hereto and any claims or disputes relating thereto, shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands (without regard to principles of conflicts of laws).

Section 13.14 Jurisdiction The Parties irrevocably agree that, subject as provided below, the courts of the Cayman Islands 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 Section 13.14 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 the Cayman Islands in any court of an Approved Jurisdiction which has competent jurisdiction, nor shall

24

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 the Cayman Islands or of an Approved Jurisdiction.

Section 13.15 Severability. The invalidity of any one or more provisions of this Agreement or any instrument given in connection herewith shall not affect the remaining provisions of this Agreement or any other agreement or instrument, all of which are used subject to the condition of their being held valid at law; in the event that one or more of the provisions of this Agreement should be invalid, or should operate to render this Agreement or any other agreement or instrument invalid, this Agreement and such other agreements and instruments shall be construed as if such invalid provisions had not been included in this Agreement.

Section 13.16 Compliance with Certain Laws. It is the intention of the Partners to comply with applicable usury laws and no provision of this Agreement is intended or shall be construed to permit the charging or receipt of any amount which may be characterised as interest in excess of the maximum rate or amount permitted by applicable law.

Section 13.17 No Implied Duties Of The General Partner. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, TO THE EXTENT THAT, AT LAW OR IN EQUITY, THE GENERAL PARTNER HAS ANY DUTIES (FIDUCIARY OR OTHERWISE) AND LIABILITIES RELATING THERETO TO THE PARTNERSHIP OR ANOTHER PARTNER OF THE PARTNERSHIP, THE GENERAL PARTNER SHALL NOT BE LIABLE TO THE PARTNERSHIP OR THE OTHER PARTNERS FOR ACTIONS TAKEN BY THE GENERAL PARTNER OR ANY OF ITS AFFILIATES IN RELIANCE UPON THE PROVISIONS OF THIS AGREEMENT.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

25

IN WITNESS WHEREOF, the undersigned have executed and duly delivered this Agreement as a Deed on the date first above written.

26

Schedule A

Capital Contributions

Name and Address of Partner	Capital Contribution							Date of Contribution
	Class A1 Interests			Class A2 Interests			Class B Interests
Original Class A1 Limited Partner (a Limited Partner):	$	[1	]					[—] April 2009
Central European Distribution Corporation, Bobrowiecka 6, 02-723 Warsaw Poland
Original Class A2 Limited Partner (a Limited Partner):				$	[1	]		[—] April 2009
Lion/Rally Cayman 2
[address]
TOTALS	$	[1	]	$	[1	]

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Schedule B

Deed of Adherence

DEED OF ADHERENCE dated [—] made by Lion/Rally Cayman 5 (the “Adhering Party” and the “Original Class B Limited Partner”) in favour of the Persons whose names are set out in the schedule to this deed.

RECITALS

(A) This deed is supplemental to the Amended and Restated Limited Partnership Agreement dated [—] made between the General Partner, the Original Class A1 Limited Partner and the Original Class A2 Limited Partner (the “Amended and Restated Limited Partnership Agreement”).

(B) The Original Class B Limited Partner has agreed to become a Limited Partner in the Partnership and this deed is entered into pursuant to Section 10.1(a) of the Amended and Restated Limited Partnership Agreement.

1 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

The Adhering Party warrants, as of the date of this deed, to the other Partners that:

(a) it has full power and authority, without requiring the consent of any other Person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this deed and the Amended and Restated Limited Partnership Agreement;

(b) the provisions of this deed or the Amended and Restated Limited Partnership Agreement will not result in a breach of any provision of the Adhering Party’s constitutional documents or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound;

(c) this deed and the Amended and Restated Limited Partnership Agreement constitutes lawful, valid and binding obligations of the Adhering Party in accordance with its terms; and

(d) it either:

(i) is not an investment company within the meaning of Section 3(a) of the 1940 Act; or

(ii) together with its direct and indirect beneficial owners, does not constitute more than 75 beneficial owners of interests in the Partnership for purposes of Section 3(c)(1) of the 1940 Act, provided that for purposes of determining beneficial owners under this subsection, only US persons shall be counted (the “Qualification Requirement”).

The Adhering Party shall meet the Qualification Requirement applicable to it for so long as it is a Limited Partner.

2 INITIAL CAPITAL CONTRIBUTION OF THE ADHERING PARTY

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The Adhering Party shall contribute to the Partnership on the date of this Deed in readily available funds the amount set forth opposite the Original Class B Limited Partner’s name under the heading “Capital Contribution” on Schedule 1 to this Deed and shall receive therefor the Original Class B Limited Partner’s Partnership Interest (which shall be designated as Class B Interests).

3 OPERATIVE PROVISIONS

The Adhering Party confirms that it has been given and read a copy of the Amended and Restated Limited Partnership Agreement and covenants with each Partner to perform and be bound by all the terms of the Amended and Restated Limited Partnership Agreement.

4 Unless the context requires otherwise, words and expressions defined in the Amended and Restated Limited Partnership Agreement shall have the same meaning when used in this deed.

5 The Parties irrevocably agree that, subject as provided below, the courts of the Cayman Islands shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Deed or its subject matter or formation (including non-contractual claims). Nothing in this Clause 5 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 the Cayman Islands in any federal or state court of New York or Delaware or in any court in Poland or England (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 the Cayman Islands or of an Approved Jurisdiction.

6 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, the law of the Cayman Islands.

IN WITNESS WHEREOF THIS DEED OF ADHERENCE IS DULY EXECUTED AND DELIVERED AS A DEED ON THE DATE STATED ABOVE

[Executed as a deed by	)
Lion/Rally Cayman 5	)
acting by [name of director],	)
a director, in the presence of:	)	Signature of director
Signature of witness	Name of witness
Address of witness	Occupation of witness
Acknowledged and Accepted:
[Executed as a deed by	)
Lion/Rally Cayman 7 LP	)
acting through its general partner	)
Lion/Rally Cayman 8 acting by	)
its director in the presence of:	)	Signature of director

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Signature of witness	Name of witness
Address of witness	Occupation of witness

30

Schedule 1 to the Deed of Adherence

Capital Contributions

Name and Address of Partner	Capital Contribution			Date of Contribution
	Class A1 Interests	Class A2 Interests	Class B Interests
Original Class B Limited Partner (a Limited Partner):
Lion/Rally Cayman 5 [Address]
TOTALS

31

General Partner:

[Lion/Rally Cayman 8 Limited]

By:

Name:

Title:

32

Original Class A1 Limited Partner:

Central European Distribution Corporation

By:

Name:

Title:

33

Original Class A2 Limited Partner:

Lion/Rally Cayman 2

Name:

Title:

34

SCHEDULE 3: OPTION AGREEMENT

SCHEDULE 4: GOVERNANCE AND SHAREHOLDERS AGREEMENT

SCHEDULE 5: MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

AGREED FORM

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

AND ARTICLES OF ASSOCIATION

OF

LION/RALLY CAYMAN 6

(ADOPTED BY A SPECIAL RESOLUTION DATED      APRIL 2009)

REF: DP/L02191

1

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

LION/RALLY CAYMAN 6

(ADOPTED BY A SPECIAL RESOLUTION DATED      APRIL 2009)

1. The name of the Company is Lion/Rally Cayman 6 (the “Company”).

2. The registered office of the Company will be situated at the offices of Stuarts Corporate Services Ltd., Cayman Financial Centre, 36A Dr Roy’s Drive, PO Box 2510, George Town, Grand Cayman KY1-1104, Cayman Islands or at such other location as the Directors may from time to time determine.

3. The objects for which the Company is established are to act as a holding company and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the “Law”).

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.

5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6. The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

7. The capital of the Company is US$[482,500,101] divided into [482,500,001] A Ordinary Shares of a nominal or par value of US$ 1.00 each, and [100] Preference Shares of nominal or par value of US$1.00 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company herein before provided.

8. The Company may exercise the power contained in Section 226 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

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TABLE OF CONTENTS

TABLE A	2
Interpretation	2
Preliminary	5
Shares	5
Modification Of Rights	6
Certificates	7
Fractional Shares	7
Lien	7
Calls On Shares	7
Forfeiture Of Shares	8
Transfer Of Shares	9
Transmission Of Shares	9
Redemption And Purchase Of Shares	10
General Meetings	11
Notice Of General Meetings	11
Proceedings At General Meetings	11
Votes Of shareholders	13
Corporations Acting By Representatives At Meetings	14
Directors	14
Alternate Director or proxy	15
Powers And Duties Of Directors	15
Borrowing Powers Of Directors	17
The Seal	17
Disqualification Of Directors	17
Proceedings Of Directors	17
Dividends	19
Accounts, Audit and annual return and declaration	20
Capitalisation Of reserves	20
Share Premium Account	21
Notices	21
Indemnity	22
Non-Recognition Of Trusts	23
Winding- Up	23
Amendment Of Articles Of Association	23
Closing of register or fixing record date	23
Registration By Way Of Continuation	24
Disclosure	24

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THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

LION/RALLY CAYMAN 6

(ADOPTED BY A SPECIAL RESOLUTION DATED      APRIL 2009)

TABLE A

The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Law shall not apply to Lion/Rally Cayman 2 (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

“Affiliate” means with respect to any person, another person Controlled directly or indirectly by such first person, Controlling directly or indirectly such first person or directly or indirectly under the same Control as such first person, and “Affiliated” shall have a meaning correlative to the foregoing.

“A Ordinary Shares” means A Ordinary Shares of US$1.00 each in the capital of the Company.

“Articles” means these articles of association of the Company, as amended or substituted from time to time;

Cayman 5 Share Mortgage” means the share mortgage dated [—] between Lion/Rally Cayman 5, Lion/Rally Cayman 7 L.P. and Central European Distribution Corporation;

“Cayman 7 Share Mortgage” means the share mortgage dated [—] between Lion/Rally Cayman 7 L.P., Lion/Rally Cayman 5, Lion/Rally Cayman 4 and Central European Distribution Corporation;

“CEDC” means Central European Distribution Corporation;

“Class” or “Classes” means any class or classes of Shares as may from time to time be issued by the Company;

“Control” means with respect to a person (other than an individual): (a) ownership of more than 50% of the voting securities of such person; (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such person; or (c) the right to manage, or direct the management of, on a discretionary basis the business, affairs, and/or assets of such person, and for the avoidance of doubt, a general partner is deemed to Control a limited partnership (and the terms “Controlling” and “Controlled” shall have meanings correlative to all of the foregoing);

“Directors” means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

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“Enforcement Event” has the meaning given in the Option Agreement;

“Governance Agreement” means the governance and shareholders agreement dated [—] 2009 made between Lion/Rally Cayman 8 (1), [a partnership to be established in the Cayman Islands, to be known as] Lion/Rally Cayman 7 L.P. (2), Lion/Rally Cayman 4 (3), Lion/Rally Cayman 5 (4), the Company (5), and CEDC (6);

“Insolvency Event” means, in relation to the Company, any winding-up, dissolution, reconstruction, reorganisation, administration, examinership, moratorium, arrangement or composition with creditors, proceedings under any bankruptcy or reorganisation legislation, receivership, legal limitation, incapacity or lack of corporate power or authority or other circumstances of, or any change in the constitution or change of corporate identity or loss of corporate identity by such person and any equivalent or analogous proceeding by whatever name known and in whatever jurisdiction, and any step taken (including, but without limitation, the presentation of a petition or the passing of a resolution) for or with a view to any of the foregoing;

“Irrevocable Proxy” means a person appointed to represent a Shareholder by an Irrevocable Appointment of Proxy in the form set out in Part I of each of the Cayman 5 Share Mortgage and the Cayman 7 Share Mortgage;

“Investment Account” shall have the meaning ascribed to it herein;

“Law” means the Companies Law of the Cayman Islands (as amended);

“Memorandum of Association” means the memorandum of association of the Company, as amended or substituted from time to time;

“Office” means the registered office of the Company as required by the Law;

“Option Agreement” means the option agreement dated [—] 2009 relating to shares in Lion/Rally Cayman 6 made between Lion/Rally Cayman 4 (1), Lion/Rally Cayman 5 (2), [a partnership to be established in the Cayman Islands, to be known as] Lion/Rally Cayman 7 L.P. (3), and Central European Distribution Corporation (4);

“Ordinary Resolution” means a resolution:

(a) passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

“Ordinary Shares” means the A Ordinary Shares;

“paid up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

“Person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“Preference Shares” means the preference shares of US$1 each in the capital of the Company;

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“Register” means the register of Members of the Company required to be kept pursuant to the Law;

“Reserved Matter” means any resolution of the Shareholders of the Company

(a) to wind up the Company;

(b) to approve the presentation by the Company of a petition for its own winding up or the Company’s taking any action to institute or consent to an Insolvency Event in any jurisdiction;

(c) to amend the Memorandum of Association and/or the Articles; or

(d) to increase the authorised share capital of the Company;

“Seal” means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Share” means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder” or “Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending the issue to such subscriber of the subscriber Share or Shares;

“Share Premium Account” means the share premium account established in accordance with these Articles and the Law;

“signed” means bearing a signature or representation of a signature affixed by mechanical means;

“Special Resolution” means a special resolution of the Company passed in accordance with the Law, being a resolution:

(a) passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

“Subsidiary” in relation to a person (a “Holding Company”), any other person directly or indirectly Controlled by that Holding Company.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

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(c) the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(d) reference to a dollar or dollars (or $) and to a cent or cents is reference to dollars and cents of the United States;

(e) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case;

(g) reference to an amount paid up on a share shall be to the nominal amount plus the amount of any premium paid on such share;

(h) reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another; and

(i) terms used in these Articles shall have the definitions attributed to them in the Shareholders Agreement.

3. Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced at any time after incorporation.

5. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

6. The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

7. The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.

SHARES

8. As at the date of adoption of these Articles, the share capital of the Company shall comprise:

(a) [482,500,001] A Ordinary Shares;

(b) [100] Preference Shares.

9. The A Ordinary Shares shall carry one vote each. The Preference Shares shall carry no voting rights.

10. On a distribution of the Company’s assets, whether by way of dividend, return of capital or otherwise amounts available for distribution shall be divided amongst the holders of the A Shares pro rata to the amounts paid up on such shares. Subject always to the provision of Article 11, the Preference Shares shall not be entitled to participate in any such distribution.

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11. In respect of any distribution of the Company’s assets on a winding up of the Company pursuant to an Insolvency Event, the holders of the Preference Shares shall, to the extent amounts are available for distribution to the holders of Shares in the Company, be entitled to receive a preferential dividend of $1 in priority to, and in advance of, any other payment or distribution to the holders of Ordinary Shares.

12. All Shares for the time being unissued may only be issued in accordance with the terms of the Governance Agreement and subject thereto, shall be under the control of the Directors who may:

(a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and

(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

13. The Directors may divide Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined in accordance with the terms of the Governance Agreement.

14. The Company may insofar as may be permitted by law and the Governance Agreement, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also on any issue of Shares pay such brokerage as may be lawful and permitted by the terms of the Governance Agreement.

15. The Directors shall accept any application for Shares made in accordance with the terms of the Governance Agreement and subject thereto, may refuse to accept any application for Shares, in whole or in part, for any reason or for no reason.

MODIFICATION OF RIGHTS

16. Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting, but not otherwise. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of convening and holding a meeting pursuant to this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration but in any other case shall treat them as separate Classes.

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17. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the redemption or purchase of Shares of any Class by the Company.

CERTIFICATES

18. No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

19. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

20. The Company shall have a first priority lien and charge on every partly paid Share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that Share, and the Company shall also have a first priority lien and charge on all partly paid Shares standing registered in the name of a Shareholder (whether held solely or jointly with another Person) for all moneys presently payable by him or his estate to the Company, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a Share shall extend to all distributions payable thereon.

21. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Shares on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.

22. For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

23. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares at the date of the sale.

CALLS ON SHARES

24. The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their partly paid Shares, and each Shareholder shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.

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25. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

26. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

27. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

28. The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

29. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.

FORFEITURE OF SHARES

30. If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

31. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.

32. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

33. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

34. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

35. A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

36. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to

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see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

37. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

38. Subject to Article 36, Shares may only be transferred, assigned or disposed of or otherwise the subject of a Transfer (as such term is defined in the Governance Agreement) in accordance with and to the extent permitted by the terms of the Governance Agreement and/or the Option Agreement or with the prior consent of the parties to the Governance Agreement (other than the Company).

39. Notwithstanding anything contained in these Articles, the Directors shall promptly register any transfer of:

(a) the Enforcement Shares (as defined in the Cayman 5 Share Mortgage) pursuant to the terms of the Cayman 5 Share Mortgage; and

(b) the Shares (as defined in the Cayman 7 Share Mortgage) pursuant to the terms of the Cayman 7 Share Mortgage;

40. The instrument of transfer of any Share shall be in the form specified by and executed in accordance with the terms of the Governance Agreement, the Option Agreement, the Cayman 5 Share Mortgage or the Cayman 7 Share Mortgage (as the case may be) and subject thereto, any usual or common form or such other form as the Directors may, in their absolute discretion, approve and in those circumstances be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

41. Except in respect of any person who takes a transfer of Shares in accordance with the Governance Agreement, the Option Agreement, the Cayman 5 Share Mortgage or the Cayman 7 Share Mortgage where the Directors shall register immediately any such transfer of Shares, the Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason therefor.

42. The registration of transfers may be suspended at such times and for such periods as are specified in the Governance Agreement, the Option Agreement, the Cayman 5 Share Mortgage or the Cayman 7 Share Mortgage and subject thereto, the Directors may from time to time determine.

43. All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

44. The Company shall be required to recognise any Person required by the terms of the Governance Agreement or the Option Agreement to be recognised as having a title to a Share and subject thereto the legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, save to the extent otherwise

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provided by the terms of the Governance Agreement, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.

45. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the terms of the Governance Agreement (if any) and subject thereto the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

46. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall, subject to the terms of the Shareholders Agreement, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that (save to the extent permitted by the terms of the Shareholders Agreement) he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

ALTERATION OF SHARE CAPITAL

47. The Company may from time to time, subject to the terms of the Governance Agreement, by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

48. The Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(b) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

(c) subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

49. The Company may subject to the terms of the Governance Agreement, by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION AND PURCHASE OF SHARES

50. Subject to the Law and the terms of the Governance Agreement, the Company may and where these Articles require, shall :

(a) issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may, before the issue of such Shares, determine;

(b) purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder; and

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(c) make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law and the terms of the Governance Agreement, including out of its capital, profits or the proceeds of a fresh issue of Shares.

51. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

52. The redemption or purchase of any Share shall not be deemed to give rise to the redemption or purchase of any other Share.

53. The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie.

GENERAL MEETINGS

54. The Directors may, whenever they think fit, convene a general meeting of the Company.

55. General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding at least a majority of the paid up voting share capital of the Company deposited at the Office specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

56. If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

57. At least seven days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of that business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

58. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

59. Subject always to the provisions of the Governance Agreement, all business carried out at a general meeting shall be deemed special and no special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

60. No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by

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these Articles, one or more Shareholders holding at least a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.

61. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.

62. If the Directors wish to make this facility available to Shareholders for a specific general meeting or all general meetings of the Company, a Shareholder may participate in any general meeting of the Company, by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

63. The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.

64. If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present shall choose any Person present to be chairman of that meeting.

65. The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

66. The Directors may cancel or postpone any duly convened general meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

67. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

68. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

69. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

70. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

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VOTES OF SHAREHOLDERS

71. Subject always to the terms of the Governance Agreement and to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.

72. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

73. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote by proxy.

74. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.

75. On a poll votes may be given either personally or by proxy.

76. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

77. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

78. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

79. The appointment of any Irrevocable Proxy by a Shareholder shall be irrevocable until the relevant Shareholder who appointed the Irrevocable Proxy ceases to be a Shareholder in respect of the relevant Shares or both the relevant Shareholder and the Irrevocable Proxy appointed by such Shareholder have provided their written confirmation to the Company that such appointment is terminated.

80. No Shareholder may appoint more than one Irrevocable Proxy such that there is more than one Irrevocable Proxy of such Shareholder in existence at any one time and any purported later appointment which is inconsistent with an earlier appointment shall be ineffective unless both the relevant Shareholder and the Irrevocable Proxy appointed under the earlier appointment have provided their written confirmation to the Company that such later appointment should be effective and that the earlier appointment should be terminated.

81. Notwithstanding any provision to the contrary contained in these Articles, following the appointment of an Irrevocable Proxy and service of a copy of the relevant Irrevocable Proxy Instrument on the Company,

(a) only the Irrevocable Proxy and no Shareholder nor any other proxy of that Shareholder may cast the vote of such Shareholder at a meeting (whether by way of poll or on a show of hands) convened in respect of a Reserved Matter otherwise than through the Irrevocable Proxy of such Shareholder and the votes of the Shareholder represented by such Irrevocable Proxy, shall, for the avoidance of doubt, not be counted in any poll or show of hands if cast by the Shareholder or by any proxy other than the Irrevocable Proxy during such period;

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(b) only the Irrevocable Proxy and no Shareholder nor any other proxy of that Shareholder may sign a resolution in writing concerning any Reserved Matter as contemplated in Article 75 otherwise than through the Irrevocable Proxy of such Shareholder and only a resolution in writing signed by the Irrevocable Proxy appointed by such Shareholder and the other Shareholders of the Company (if any) shall be effective as provided in Article 75 and a resolution signed by all of the Shareholders or by any proxy of any Shareholder other than an Irrevocable Proxy during such period shall not be so effective; and

(c) the Company shall, in addition to giving any notice to Shareholders as required by these Articles, give written notice to the Irrevocable Proxy of any meeting convened in respect of a Reserved Matter and shall provide to the Irrevocable Proxy copies of any resolution in writing concerning any Reserved Matter (in each case such notice or copies to be provided to the Irrevocable Proxy on such terms and within such time limits as are set out in these Articles of Association as if such Irrevocable Proxy were the Shareholder represented by the Irrevocable Proxy).

82. A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

83. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DIRECTORS

84. The Director(s) shall be determined in accordance with the Governance Agreement.

85. The Company shall appoint and remove Directors in accordance with the provisions of the Governance Agreement and subject thereto, may by Ordinary Resolution appoint any natural person or corporation to be a Director.

86. Subject to these Articles, a Director shall hold office until such time as he is removed from office by Ordinary Resolution.

87. The Company may, subject to the terms of the Governance Agreement, by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited.

88. The remuneration of the Directors may be determined in accordance with the provisions of the Governance Agreement and subject thereto, by the Directors or by Ordinary Resolution.

89. There shall be no shareholding qualification for Directors unless determined otherwise required by the terms of the Governance Agreement.

90. The Directors shall, to the extent permitted by the Governance Agreement, have power at any time and from time to time to appoint a natural person or corporation as a Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by the Governance Agreement or by Ordinary Resolution.

91. During such time as the Option Agreement continues to be in place and has not been terminated, notwithstanding anything to the contrary contained in these Articles, the Option Agreement or the Governance Agreement, immediately upon the occurrence of an Enforcement Event the following shall take place:

(a) any Director who, at any time prior to the Enforcement Event, was appointed to the Board by or on behalf of CEDC shall immediately cease to be a Director;

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(b) those Directors who, at any time prior to the Enforcement Event, were appointed to the Board by or on behalf of Cayman 5 (the “Cayman 5 Directors”) shall be entitled to exercise complete control of the Board; and

(c) the Cayman 5 Directors, shall have the right to appoint such additional Directors to the Board as they think fit.

92. Notwithstanding any of the provisions of these Articles, at any time when under the terms of the Governance Agreement CEDC does not have the right to appoint Directors then any person previously appointed by CEDC as a Director shall immediately cease to be a Director.

93. If at any time CEDC, having the right under the Governance Agreement to appoint a specified number of Directors (the “Original Appointment Right”), subsequently acquires the right to appoint additional Directors (the “Additional Appointment Right”) in excess of those allowed by the Original Appointment Right, and then ceases under the terms of the Governance Agreement to have the Additional Appointment Right any Directors appointed by CEDC pursuant to the Additional Appointment Right shall immediately cease to be Directors and only those Directors appointed pursuant to the Original Appointment Right shall continue to hold office.

ALTERNATE DIRECTOR OR PROXY

94. Subject to the terms of the Governance Agreement, any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director and to act in such Director’s place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. To the extent permitted by the terms of the Governance Agreement, an alternate shall be entitled to disclose to any Shareholder any information that it thinks fit.

95. Subject to the terms of the Governance Agreement and to the extent permitted thereby, any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

96. Subject to the Law, these Articles, the Governance Agreement, and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may, subject to the terms of the Governance Agreement, exercise all powers of the Company. The Directors will have the power to commence in the name of the Company a winding up or any other

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insolvency proceedings in accordance with the Law and the Governance Agreement. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

97. The Directors may from time to time, subject to the terms of the Governance Agreement, appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also, subject to the terms of the Governance Agreement, appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

98. The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may, subject to the terms of the Governance Agreement, be removed by the Directors or by the Company by Ordinary Resolution.

99. The Directors may, subject to the terms of the Governance Agreement, delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

100. The Directors may from time to time and at any time by power of attorney, whether under Seal or under hand, appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

101. The Directors may from time to time subject to the terms of the Governance Agreement, provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

102. The Directors from time to time and at any time may subject to the terms of the Governance Agreement, establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any Persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Persons.

103. The Directors from time to time and at any time may subject to the terms of the Governance Agreement, delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

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104. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

105. The Directors may subject to the terms of the Governance Agreement, exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

106. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

107. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

108. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

109. The office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company;

(d) is removed from office by Ordinary Resolution; or

(e) is removed from office by notice addressed to him at his last known address and signed by all of his co-Directors (not being less than two in number).

PROCEEDINGS OF DIRECTORS

110. The Directors shall meet at least once in every 12 month period and may subject always to the terms of the Governance Agreement, meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

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111. A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

112. Subject always to the terms of the Governance Agreement the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors the quorum shall be two, and if there be one Director the quorum shall be one. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

113. [Subject to the terms of the Governance Agreement, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement where he may be interested therein and may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration, provided that he shall first have disclosed his interest therein.]

114. A Director may subject to the terms of the Governance Agreement, hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

115. Any Director may subject to the terms of the Governance Agreement, act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

116. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

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117. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

118. A resolution signed by all the Directors entitled to receive notice of a meeting of Directors, including a resolution signed by a duly appointed alternate (subject as provided otherwise in the terms of appointment of the alternate), shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

119. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

120. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

121. Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

122. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

123. All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

DIVIDENDS

124. Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time subject to the terms of the Governance Agreement, declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

125. Subject to any rights and restrictions for the time being attached to any Shares and to the terms of the Governance Agreement, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

126. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

127. Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled

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thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

128. The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie.

129. Subject to any rights and restrictions for the time being attached to any Shares and to the terms of the Governance Agreement, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.

130. If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.

131. No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

132. The books of account relating to the Company’s affairs shall be kept as required by the terms of the Governance Agreement and subject thereto, in such manner as may be determined from time to time by the Directors.

133. The books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

134. The accounts and books of the Company or any of them shall be open to inspection as required by and in accordance with the terms of the Governance Agreement and subject thereto, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Company or any of them shall be open to inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law, the Governance Agreement or authorised by the Directors.

135. The accounts relating to the Company’s affairs shall be audited in accordance with the terms of the Governance Agreement and otherwise only if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the terms of the Governance Agreement and subject thereto, the Directors.

136. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

137. Subject to the Law and the terms of the Governance Agreement, the Directors may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

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(ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d) authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e) generally do all acts and things required to give effect to the resolution.

SHARE PREMIUM ACCOUNT

138. The Directors shall in accordance with the Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

139. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

NOTICES

140. Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by cable, telex or facsimile should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

141. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

142. Any notice or other document, if served by:

(a) post, shall be deemed to have been served five days after the time when the letter containing the same is posted;

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(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

143. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

144. Notice of every general meeting of the Company shall be given to:

(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INDEMNITY

145. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

146. No Indemnified Person shall be liable:

(a) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b) for any loss on account of defect of title to any property of the Company; or

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(c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d) for any loss incurred through any bank, broker or other similar Person; or

(e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto,

unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud.

NON-RECOGNITION OF TRUSTS

147. Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as are required by the terms of the Governance Agreement.

WINDING- UP

148. If the Company shall be wound up, the liquidator shall, subject to the Law divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) in accordance with the terms of the Governance Agreement and subject thereto may divide the same as he may think fit with the sanction of an Ordinary Resolution and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.

AMENDMENT OF ARTICLES OF ASSOCIATION

149. Subject to the Law, the provisions of the Governance Agreement, and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

150. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

151. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining

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those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

152. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

153. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

DISCLOSURE

154. The Directors, or any authorised service providers (including the officers, the Secretary and the registered office agent of the Company) shall be entitled to disclose to any regulatory or judicial authority any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

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SCHEDULE 6: PLEDGES

[            ] 2009

SHARE MORTGAGE

between

[LION/RALLY CAYMAN 4]

as Mortgagor

and

[LION/RALLY CAYMAN 7 L.P.]

as Mortgagee

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

WEIL, GOTSHAL & MANGES

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	INTERPRETATION	1
2	COVENANT	3
3	CREATION OF SECURITY	3
4	TRANSFER DOCUMENTS	4
5	CONTINUING SECURITY	5
6	REPRESENTATIONS AND WARRANTIES	8
7	UNDERTAKINGS OF MORTGAGOR	9
8	ENFORCEMENT OF SECURITY	10
9	RECEIVER	10
10	FURTHER ASSURANCES	12
11	POWER OF ATTORNEY	12
12	DELEGATION	13
13	NO LIABILITY AS MORTGAGEE IN POSSESSION	13
14	PROTECTION OF THIRD PARTIES	14
15	STAMP DUTIES	14
16	ADDITIONAL PROVISIONS	14
17	REMEDIES AND WAIVERS	14
18	NOTICES	15
19	COSTS AND EXPENSES	16
20	CURRENCY OF ACCOUNT	16
21	ASSIGNMENTS, ETC	17
22	SET-OFF	17
23	COVENANT TO RELEASE	17
24	GOVERNING LAW	17
25	JURISDICTION	17
26	COUNTERPARTS AND EFFECTIVENESS	19

SCHEDULE 1	SHARE TRANSFER FORM	20
SCHEDULE 2	PART I IRREVOCABLE APPOINTMENT OF PROXY	22
SIGNATORIES		24

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THIS MORTGAGE (this “Mortgage”) is made as a deed on the [—] day of [—] 2009

BETWEEN:

(1) [LION/RALLY CAYMAN 4], a company incorporated in the Cayman Islands whose registered office is at [—] (“the “Mortgagor”);

(2) [LION/RALLY CAYMAN 7 L.P.], a Cayman Exempted Limited Partnership whose principal place of business is at [—] acting through its general partner [—] whose registered office is at [—] (the “Mortgagee”); and

(3) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Babrowiecka6, 02 278 Warsawa, Poland (“CEDC”).

WHEREAS:

(A) The Mortgagor and the Mortgagee have entered into an Option Agreement dated on or about the date hereof. Clause [14.2] of the Option Agreement requires [Lion/Rally Cayman 4] to enter into this Mortgage.

(B) The Option Agreement provides for the Mortgagor to sell to [Lion/Rally Cayman 7] a number of the Shares (as defined in the Option Agreement) following each Cayman 7 Call Option Exercise Date (as defined in the Option Agreement) and/or for [Lion/Rally Cayman 7] to acquire such Shares following any Holdco Put Option Exercise Date (as defined in the Option Agreement). Clause [13.3] of the Option Agreement provides that the Mortgagee may only enforce its rights under this Mortgage in relation to those Shares in respect of which the Mortgagor is in breach of its obligations under the Option Agreement to have transferred to [Lion/Rally Cayman 7] (the Enforcement Shares, as defined below). Accordingly, there may be more than one enforcement under this Mortgage depending on the number of such breaches.

(C) The board of directors of the Mortgagor is satisfied that the Mortgagor will receive direct and/or indirect economic benefit from the transactions under the Option Agreement and that entering into this Mortgage is for the purposes and to the benefit of the Mortgagor and its business.

(D) The Mortgagee and the Mortgagor intend this Mortgage to, and it shall, take effect as a deed.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions In this Mortgage the following terms have the meanings given to them in this Clause 1.1, except where the context otherwise requires.

“Default Rate” means 12% per annum.

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“Enforcement Event” means a breach by the Mortgagor of an obligation under the Option Agreement to transfer any Security Assets to [Lion/Rally Cayman 7], which Enforcement Event is “continuing” until such breach is waived, remedied or such obligation is satisfied by enforcement of this Mortgage.

“Enforcement Related Rights” means:

(a) any dividend or interest paid or payable in relation to any of the Enforcement Shares, in each case arising while an Enforcement has occurred and is continuing;

(b) any stock, shares, debentures, bonds, warrants, options, securities, rights, benefits, advantages, moneys or property accruing or offered, in each case while an Enforcement Event has occurred and is continuing, (whether by way of redemption, substitution, exchange, conversion, replacement, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Enforcement Shares; and

(c) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above, in each case arising while an Enforcement Event has occurred and is continuing.

“Enforcement Security Assets” means the Enforcement Shares and the Enforcement Related Rights.

“Enforcement Shares” has the meaning given in Clause 8.1(a) (Process Upon Enforcement of Security).

“Encumbrance” has the meaning given in the Option Agreement.

“Issuer” means [Lion/Rally Cayman 6].

“Letter of Undertaking” has the meaning given in the Option Agreement.

“Option Agreement” means the Option Agreement dated on or about the date of this Mortgage between the Mortgagor, the Mortgagee, [Lion/Rally Cayman 5] and CEDC.

“Receiver” means a receiver and manager or (if the Mortgagee so specifies in the relevant appointment) a receiver, in either case, appointed under this Mortgage.

“Related Rights” means:

(a) any dividend or interest paid or payable in relation to any of the Shares;

(b) any stock, shares, debentures, bonds, warrants, options, securities, rights, benefits, advantages, moneys or property accruing or offered at any time, present and future, (whether by way of redemption, substitution, exchange, conversion, replacement, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Shares; and

(c) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above.

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“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Mortgagor under the Option Agreement to transfer Security Assets to [Lion/Rally Cayman 7].

“Security Assets” means the Shares and the Related Rights.

“Security Period” means the period beginning on the date of this Mortgage and ending on the date upon which the Mortgagee is satisfied that all the Secured Obligations have been unconditionally and irrevocably paid and/or discharged in full in cash or the security interests contemplated to be created hereby have been unconditionally and irrevocably released and discharged in full.

“Shares” means the shares in the capital of the Issuer and owned either legally or beneficially at any time now or in the future by the Mortgagor or transferred or assigned to the Mortgagor pursuant to the Option Agreement.

“Transaction Document” has the meaning given in the Option Agreement.

1.2 Interpretation Unless expressly defined in this Mortgage, capitalised terms defined in the Option Agreement have the same meanings in this Mortgage and the construction rules set out in Clause 1.2 of the Option Agreement shall apply to this Mortgage, mutatis mutandis, as though they were set out in full in this Mortgage except that references to “this Agreement” shall be construed as references to this Mortgage.

2 COVENANT

The Mortgagor covenants with the Mortgagee that it will discharge each of the Secured Obligations when due in the manner provided for in the Option Agreement.

3 CREATION OF SECURITY

The Mortgagor as continuing security for the discharge and performance of all the Secured Obligations, hereby as legal and beneficial owner (subject to the terms of any Transaction Document):

(a) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Shares held now or in the future by it and/or any nominee on its behalf, by way of first fixed charge and first equitable mortgage; and

(b) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first fixed charge and first equitable mortgage; and

(c) (to the extent they are not effectively mortgaged or charged pursuant to paragraphs (a) and (b) above), charges the Shares and the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first floating charge,

PROVIDED THAT whilst no Enforcement Event has occurred and is continuing (and, other than in respect of the Enforcement Security Assets, at all times including whilst an Enforcement Event has occurred and is continuing) the Mortgagor shall be entitled (notwithstanding the security contemplated to be created hereby):

(i) to receive all dividends, interest and income from and any property accruing or in respect of the Security Assets;

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(ii) to make distributions to [Lion/Rally Cayman 1 L.P.] pursuant to any Transaction Document (other than distributions in specie of the Shares); and

(iii) to exercise, any voting or other rights attached to any of the Security Assets (subject to the terms of any Transaction Document), provided that if a resolution is proposed which, in the opinion of the Mortgagee (acting reasonably), might reasonably be expected to prejudice the security created under this Mortgage in any material respect, then such votes will be exercised by the Mortgagor only in accordance with the instructions of the Mortgagee,

and the Mortgagee shall, if requested by the Mortgagor, appoint the Mortgagor its proxy to exercise such rights and powers or, insofar as necessary the Mortgagee will comply with or procure that any nominee of the Mortgagee shall comply with such instructions of the Mortgagor in respect thereof, in either case as soon as reasonably practicable.

4 TRANSFER DOCUMENTS

4.1 Delivery of Documents The Mortgagor shall, as soon as reasonably practicable after the date of this Mortgage and following the acquisition from time to time of Security Assets, subject to the terms of any Transaction Document:

(a) deposit with the Mortgagee (or as the Mortgagee may direct) all bearer instruments, share certificates (if any) and any other documents of title or evidence of ownership in relation to the Security Assets as are owned by it, as at the date hereof and following the acquisition from time to time of Security Assets, or in which it has or acquires an interest which entitles it to control such documents;

(b) deliver to the Mortgagee five copies of the share transfer form in the form set out in Schedule 1 to this Mortgage and any other documents (in each case duly executed but undated) as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) below; and

(c) deliver to the Mortgagee a duly executed and dated irrevocable proxy and a duly executed and dated irrevocable power of attorney made in respect of the Security Assets in favour of the Mortgagee in respect of all general meetings and written resolutions of the Issuer respectively in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

4.2 Registration on Transfer The Mortgagor hereby:

(a) authorises the Mortgagee, at any time on or following an Enforcement Event which is continuing:

(i) to arrange for any of the Enforcement Security Assets to be registered in the name of the Mortgagee (or its nominee); and/or

4

(ii) (under its powers of realisation) to transfer or cause the Enforcement Security Assets to be transferred to and registered in the name of the Mortgagee (or its nominee) or any purchaser or transferee and to date, issue and/or otherwise deal with any of the documents delivered under Clause 4.1 (Delivery of Documents); and

(b) undertakes from time to time, following an Enforcement Event which is continuing:

(i) promptly to execute and sign all transfers, contract notes, powers of attorney and other documents (and to procure the registration of any such transfer of the Enforcement Security Assets in the relevant shareholders register) that may be required by the Mortgagee in connection with paragraph (a) above; and

(ii) if the Mortgagee so requests, to procure that all such share transfer forms are forthwith registered by the relevant person and that any share certificates in the name of the Mortgagee (or such nominee) in respect of the Enforcement Security Assets are forthwith delivered to the Mortgagee.

4.3 Liability to Perform Notwithstanding anything to the contrary herein contained, the Mortgagor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Assets and, without limitation, to pay all calls or other payments that may become due in respect of any of the Security Assets. The Mortgagee shall not be required in any manner to perform or fulfil any obligation of the Mortgagor in respect of the Security Assets, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time or times.

4.4 Subsequently Acquired Shares The Mortgagor shall, forthwith upon it becoming the registered owner of and/or receiving any share certificates in respect of any Security Assets after the date hereof:

(a) deliver to the Mortgagee the share certificates in respect thereof (if any) together with all such share transfer forms or other share transfer documentation (in the form set out at Schedule 1 to this Mortgage) in respect of such Security Assets duly executed in blank by or on behalf of the Mortgagor as appropriate; and

(b) deliver to the Mortgagee any other documents as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) above.

5 CONTINUING SECURITY

5.1 Continuing Security The security constituted by this Mortgage shall be continuing security which shall extend to all the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate performance or settlement of all or any of the Secured Obligations, or by any enforcement of this Mortgage in respect of any Enforcement Security Assets whilst any Secured Obligations remain outstanding.

5

5.2 Avoided Payments Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Mortgagee has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the obligations of the Mortgagor to perform the Secured Obligation and the obligations of the Mortgagor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.

5.3 Waiver of Defences The obligations of the Mortgagor hereunder will not be affected by any act, omission, circumstance, matter or thing which but for this provision would release or prejudice any of its obligations hereunder or prejudice or diminish such obligations in whole or in part, including whether or not known to the Mortgagor or the Mortgagee or any other person whatsoever:

(a) any time, indulgence or waiver granted to, or composition with, any the Mortgagor or any other person; or

(b) the taking, variation, compromise, exchange, renewal or release of, refusal or neglect to perfect, take up or enforce any rights or remedies against, or any security over assets of the Mortgagor or any other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security; or

(c) any incapacity or lack of powers, authority or dissolution or change in the members or status of the Mortgagor or any other person; or

(d) any variation (however fundamental and whether or not involving any increase in the liability of the Mortgagor or any other person thereunder), replacement and/or restatement of any Transaction Document or any other document or security so that references to that Option Agreement or other document or security in this Mortgage shall include each such variation, replacement and/or restatement; or

(e) the unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or of any other security the Mortgagee may hold in respect of the Secured Obligations (or any of them) or otherwise; or

(f) any postponement, discharge, reduction, non-provability or other similar circumstances affecting any obligation of the Mortgagor or any other person under any Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order or otherwise.

The Mortgagee shall not be concerned to see or investigate the powers or authorities of any Mortgagor or any of its respective officers or agents, and moneys obtained or Secured Obligations incurred in the purported exercise of such powers or authorities or by any person purporting to be the Mortgagor shall be deemed to form a part of the Secured Obligations, and “Secured Obligations” shall be construed accordingly.

5.4 Immediate Recourse The Mortgagee shall not be required to proceed against or enforce any other rights or security it may have or hold in respect of the Secured Obligations or claim payment from any other person before enforcing the security constituted by the Mortgage.

6

5.5 No Competition Until all the Secured Obligations have been unconditionally and irrevocably discharged or performed in full, any rights (if any) which the Mortgagor may have:

(a) to be subrogated to any rights or security of or moneys held, received or receivable by the Mortgagee (or any agent or trustee on its behalf) with respect to the Secured Obligations; or

(b) to be entitled to any right of contribution or indemnity from any other person; or

(c) to claim, rank, prove or vote as a creditor of such other person or its estate in competition with the Mortgagee (or any agent or trustee on its behalf),

shall be exercised by the Mortgagor only if and to the extent that the Mortgagee so requires and in such manner and upon such terms as the Mortgagee may specify and the Mortgagor shall hold any moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the Mortgagee for application in accordance with the terms hereof as if such moneys, rights or security were held or received by the Mortgagee under this Mortgage.

5.6 Additional Security This Mortgage is in addition to and shall not in any way be prejudiced by, prejudicial to or affect or merge with any other security or right now or hereafter held by the Mortgagee (or any agent or trustee on its behalf) for the Secured Obligations or any of them.

5.7 Remedies not Exclusive

(a) The rights and remedies of the Mortgagee and any Receiver provided for in this Mortgage:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of any rights or remedies provided by law; and

(iii) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

(b) The Mortgagee may waive any breach by the Mortgagor of any of its obligations hereunder.

5.8 Protection of the Mortgagee The Mortgagee shall not be liable in respect of any loss or damage which arises out of the exercise, or the attempted or purported exercise of, or the failure to exercise any of its powers, with the exception of the undertaking with respect to enforcement of this Mortgage in Clause 8.1(a), unless such loss or damage is caused by its gross negligence, fraud or wilful misconduct.

7

6 REPRESENTATIONS AND WARRANTIES

The Mortgagor makes each of the representations and warranties set out in this Clause 7 and acknowledges that the Mortgagee has entered into the Option Agreement and this Mortgage in reliance on those representations and warranties.

6.1 No Filing or Stamp Taxes Under the laws of the Cayman Islands in force at the date hereof, it is not necessary that this Mortgage be filed, recorded or enrolled with any court or other authority or (save where this Mortgage is executed in, brought into or produced before the court in the Cayman Islands, in which case stamp duty will be payable) that any stamp, registration or similar tax be paid on or in relation to this Mortgage.

6.2 Security Assets As at the date hereof:

(a) the Mortgagor has not received notice of any adverse claim in respect of any of the Security Assets;

(b) the Mortgagor is (subject to the terms of any Transaction Document) the legal and beneficial owner of the Security Assets and it is the absolute legal owner of the Security Assets and, as legal and beneficial owner (subject to the terms of any Transaction Document), it is able to mortgage and has so mortgaged the Security Assets;

(c) the security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets;

(d) the Security Assets are within the Mortgagor’s disposition and control (subject to the terms of any Transaction Document);

(e) except as stated in Clause 3 (Creation of Security) and/or under any Transaction Document, the Mortgagor has not sold or granted any rights of pre-emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets; and

(f) the Shares are non-assessable and, except under the Transaction Documents, neither the Shares nor the Related Rights, in each case owned by the Mortgagor, are subject to any options to purchase or similar rights of any person.

6.3 Ability to pay debts The Mortgagor is able to pay its debts as they fall due in the ordinary course of business.

6.4 Representations and Warranties in the Letter of Undertaking The Mortgagor repeats the representations and warranties given by it in Clause [11] of the Letter of Undertaking.

6.5 Times of Making Representations and Warranties The representations and warranties set out in this Clause 6:

(a) will survive the execution of the Option Agreement and each transfer of any of the Shares to the Mortgagor or other transaction under the Option Agreement; and

8

(b) are made on the date hereof and are deemed to be repeated on the date of each transfer of any of the Shares to the Mortgagor under the Option Agreement during the Security Period with reference to the facts and circumstances then existing.

7 UNDERTAKINGS OF MORTGAGOR

7.1 Duration The undertakings in this Clause 7 shall remain in force throughout the Security Period.

7.2 Maintenance of Legal Validity Without prejudice to any other agreement entered into between the parties hereto, the Mortgagor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of the Cayman Islands to enable it lawfully to enter into and perform its obligations under this Mortgage and to ensure the legality, validity, enforceability or admissibility in evidence of this Mortgage.

7.3 Untrue Representations The Mortgagor shall notify the Mortgagee of the occurrence of any event which results in or may reasonably be expected to result in any of the representations and warranties contained in Clause 6 (Representations and Warranties) being untrue in any material respect.

7.4 Proxies and Powers of Attorney Pursuant to enforcement of the security constituted by this Mortgage, the Mortgagor shall not exercise its voting rights as shareholder of the Issuer so as to frustrate the Mortgagee’s exercise of any irrevocable proxy and/or irrevocable power of attorney delivered under Clause 4 (Transfer Documents) in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

7.5 Restrictions on Dealing The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be), it will not:

(a) create or permit to subsist any Encumbrance over any Security Asset; or

(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, any Security Asset or any interest therein.

7.6 Security Assets The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be):

(a) it will remain the legal and beneficial owner of the Security Assets and it will remain the absolute legal owner of the Security Assets;

(b) it will not nominate any person or persons to enjoy or exercise all or any of the Mortgagor’s rights in relation to the Security Assets;

(c) it will not take any action whereby the rights attaching to the Shares or the Related Rights are altered or diluted except to the extent permitted by the Mortgagee; and

(d) it will pay all calls and discharge all obligations in relation to the Security Assets.

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8 ENFORCEMENT OF SECURITY

8.1 Process upon Enforcement of Security

(a) Notwithstanding any other provision of this Mortgage, the Mortgagee may only enforce its rights under this Mortgage in accordance with paragraph (b) below in relation to the Shares in respect of which the Mortgagor is in breach of its obligations under the Option Agreement to have transferred to [Lion/Rally Cayman 7] (the “Enforcement Shares”) and/or any Enforcement Related Rights. After any such enforcement, the security constituted by this Mortgage shall continue in force unaffected in respect of the remaining Security Assets.

(b) On or following the occurrence of an Enforcement Event:

(i) the Mortgagee may exercise its rights under Clause 4.2(a) of this Mortgage; and

(ii) the Mortgagor shall promptly perform its obligations under Clause 4.2(b) of this Mortgage,

in order to transfer the Enforcement Security Assets to [Lion/Rally Cayman 7] in satisfaction of the Secured Obligations in respect of the Enforcement Security Assets.

8.2 Powers

(a) At any time after an Enforcement Event has occurred and is continuing, without any further consent or authority on the part of the Mortgagor, the Mortgagee may, subject to Clause 8.1 (Process upon Enforcement of Security) above, exercise (or refrain from exercising) at its discretion in the name of the Mortgagor (or the registered holder) in respect of the Enforcement Security Assets any voting rights and any powers or rights under the terms thereof or otherwise which may be exercised by the person or persons in whose name or names the Enforcement Security Assets are registered or who is the holder thereof.

(b) If the Mortgagee takes any such action as is referred to in paragraph (a) above, it shall give notice to the Mortgagor as soon as practicable.

(c) For the purposes of giving effect to this Clause 8.2 (Powers) and to the extent that the Enforcement Security Assets remain registered in the name of the Mortgagor, the Mortgagor hereby irrevocably appoints the Mortgagee (or its nominee) as its proxy to exercise all voting and other rights in respect of the Enforcement Security Assets, in each case while an Enforcement Event has occurred and is continuing.

(d) The Mortgagor and any Receiver shall have the powers conferred under this Mortgage (and those conferred on the Mortgagee) and under any applicable law.

9 RECEIVER

9.1 Appointment of Receiver Subject to Clause 8 above, at any time after the security constituted by this Mortgage becomes enforceable in accordance with its terms or if an application is made for the appointment of or notice is given of intention to appoint an administrator in respect of the Mortgagor or if requested by the Mortgagor, the Mortgagee

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may without further notice appoint under seal, deed or in writing under its hand any one or more persons to be a Receiver of all or any part of the Enforcement Security Assets in like manner in every respect as if the Mortgagee had become entitled under this Mortgage or under applicable law to exercise the powers thereby conferred.

9.2 Powers of Receiver Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall have the power to do all things which, in the opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the Enforcement Security Assets in such manner and on such terms as the Receiver sees fit; and the execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be entitled to exercise in relation to the Mortgagor all the powers set out below:

(a) to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Enforcement Security Assets;

(b) to make any arrangement or compromise with others over and/or in connection with any of the Enforcement Security Assets as he shall think fit;

(c) to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d) to redeem any prior encumbrance over and/or in connection with any of the Enforcement Security Assets and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e) to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f) to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Enforcement Security Assets or the value thereof.

If at any time there is more than one Receiver of all or any part of the Enforcement Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

9.3 Removal and Remuneration The Mortgagee may from time to time by writing under its hand (subject to any requirement for an order of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it may

11

deem it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated and may from time to time fix the remuneration of any Receiver appointed by it provided that such remuneration shall be substantially on market terms.

9.4 Mortgagee May Exercise Powers of Receiver To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this Mortgage (either expressly or implied) upon a Receiver may be exercised by the Mortgagee at any time after the security constituted by this Mortgage has become enforceable in relation to the whole of such Enforcement Security Assets or any part thereof without first appointing a Receiver of such property or any part thereof or notwithstanding the appointment of a Receiver of such property or any part thereof.

10 FURTHER ASSURANCES

The Mortgagor shall, at its own expense from time to time, execute and give all such assurances and do all acts and things as the Mortgagee may reasonably require or reasonably consider desirable under the laws of any jurisdiction governing the Security Assets to enable the Mortgagee to perfect or protect the security intended to be created hereby over the Security Assets or any part thereof or to facilitate the sale of the Security Assets or any part thereof or the exercise by the Mortgagee of any of the rights, powers, authorities and discretions vested in it or any Receiver of the Security Assets or any part thereof or any such delegate or sub-delegate as aforesaid. To that intent, without prejudice to the generality of the foregoing and subject to the terms and conditions set out in the other Clauses of this Mortgage, the Mortgagor shall execute all transfers, sales, dispositions and appropriations (whether to the Mortgagee or otherwise) and shall give all notices, orders and directions and make all registrations which the Mortgagee may (in its absolute discretion) consider expedient but containing terms no more onerous than reasonably required by the Mortgagee to give effect to this Mortgage.

11 POWER OF ATTORNEY

11.1 Appointment The Mortgagor hereby, by way of security and in order more fully to secure the performance of its obligations hereunder, irrevocably appoints the Mortgagee and every Receiver of the Security Assets (or any part thereof) appointed hereunder and any person nominated for the purpose by the Mortgagee or any Receiver in writing under hand by an officer of the Mortgagee or any Receiver severally as its attorney and on its behalf and in its name or otherwise to execute and do all such assurances, acts and things which the Mortgagor is required to do under the covenants and provisions contained in this Mortgage (including to make any demand upon or to give any notice or receipt to any person owing moneys to the Mortgagor and to execute and deliver any charges, legal mortgages, assignments or other security and any transfers of securities) and generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Mortgage or by statute on the Mortgagee or any such Receiver, delegate or sub-delegate and (without prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it may reasonably deem proper in or for the purpose of exercising any of such powers, authorities and discretions.

11.2 Ratification The Mortgagor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in Clause 11.1 (Appointment) shall do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in such Clause 11.1 (Appointment).

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12 DELEGATION

The Mortgagee or any Receiver appointed hereunder may at any time and from time to time delegate by power of attorney or in any other manner to any properly qualified person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Mortgagee or such Receiver under this Mortgage in relation to the Security Assets or any part thereof. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Mortgagee or such Receiver may think fit. Neither the Mortgagee nor any Receiver shall be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate, provided the Mortgagee or Receiver gives the Mortgagor notice of such delegation.

13 NO LIABILITY AS MORTGAGEE IN POSSESSION

Neither the Mortgagee nor its nominee nor any Receiver shall by reason of entering into possession of the Enforcement Security Assets or any of them be liable:

(a) to account as mortgagee in possession or be liable for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable;

(b) for failing to present any coupon or other document relating to any of the Enforcement Security Assets;

(c) for accepting or failing to accept any offer relating to any of the Enforcement Security Assets;

(d) for failing to attend or vote at any meetings relating to the Enforcement Security Assets;

(e) for failing to notify the Mortgagor of any communication received by the Mortgagee or Receiver in relation to the Enforcement Security Assets; or

(f) for any loss arising out of or in connection with the exercise or non-exercise of any rights or powers (with the exception of the undertaking with respect to enforcement of this Mortgage under Clause 8.1(a)) attaching or accruing to the Enforcement Security Assets or which may be exercised by the Mortgagee or any nominee for the Mortgagee or Receiver under this Mortgage.

except in the case of gross negligence, fraud or wilful misconduct on the part of the Mortgagee or such Receiver, respectively. Every Receiver duly appointed by the Mortgagee under the powers set forth herein shall be deemed to be the agent of the Mortgagor for all purposes and shall as such agent for all purposes be deemed to be in the same position as a Receiver duly appointed by a mortgagee under applicable law. The Mortgagor alone shall be responsible for its contracts, engagements, acts, omissions, defaults and losses and for liabilities incurred by it and neither the Mortgagee nor any Receiver shall incur any liability therefor (either to the Mortgagor or to any other person whatsoever) or for any other reason whatsoever other than for their gross negligence, fraud or wilful misconduct.

13

14 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other person dealing with the Mortgagee or the Receiver or its agents shall be concerned to enquire whether the Secured Obligations have become due for performance or whether any power which the Mortgagee or Receiver is purporting to exercise has become exercisable or whether any of the Secured Obligations remains outstanding or to see to the application of any money paid to the Mortgagee or to such Receiver.

15 STAMP DUTIES

The Mortgagor shall pay and, forthwith on demand, indemnify the Mortgagee against any liability it incurs in respect of any stamp, registration and similar tax which is or becomes payable in connection with the performance or enforcement of this Mortgage.

16 ADDITIONAL PROVISIONS

16.1 Provisions Severable

(a) If a provision of this Mortgage is, or but for this Clause 15.1 would be, held to be illegal, invalid or unenforceable, in whole or in part, in any jurisdiction the provision shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering the remaining provisions of this Mortgage illegal, invalid or unenforceable, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

(b) If a provision of this Mortgage is held to be illegal, invalid or unenforceable, in whole or in part and paragraph (a) of this Clause 15.1 (Provisions Severable) cannot be used to make it legal, valid and enforceable, either party to this Mortgage may require the other party to enter into a deed under which that other party undertakes in the terms of the original provision, but subject to such amendments as are necessary or required in order to make the provision legal, valid and enforceable. No party will be obliged to enter into a deed that would increase its liability beyond that contained in this Mortgage had all its provisions been legal, valid and enforceable.

16.2 Potentially Avoided Payments If the Mortgagee considers (acting reasonably) that an amount paid to the Mortgagee under the Option Agreement or this Mortgage is capable of being avoided or otherwise set aside on the liquidation or administration of the person by whom such amount is paid, then for the purposes of this Mortgage, such shall be regarded as not having been paid, provided that if such amount is not avoided or otherwise set aside following such liquidation or administration, the Mortgagee shall not be entitled to regard such amount as not having been paid.

16.3 Variation This Mortgage shall not be varied except by an agreement in writing between the Mortgagor and Mortgagee and, in the case of Clause 8.1 (Process upon Enforcement of Security) above, all parties including CEDC.

17 REMEDIES AND WAIVERS

A delay in exercising, or failure to exercise, any right or remedy under this Mortgage does not constitute a waiver of such or other rights or remedies and does not operate to prevent the

14

exercise or enforcement of any such right or remedy. No single or partial exercise of any right or remedy under this Mortgage prevents further exercise of such or other rights or remedies. The rights, powers and remedies provided in this Mortgage are cumulative and not exclusive of any rights and remedies provided by law. The Mortgagee may, in connection with the exercise of its powers, join or concur with any person in any transaction scheme or arrangement whatsoever. A waiver given or consent granted by the Mortgagee under this Mortgage will be effective only if given in writing and then only in the instance and for the purpose for which it is given.

18 NOTICES

18.1 Communications in Writing A notice, other communication or document given under this Mortgage other than as set out in Clause 22 (Notices) of the Option Agreement shall be in writing and signed by or on behalf of the person giving it and, unless otherwise stated, may be made or delivered personally, posted or faxed in accordance with Clause 19.3 (Delivery).

18.2 Addresses The address and fax number (and the department or officer, if any, for whose attention the notice, other communication or document is to be made or delivered) of each party for any notice, communication or document to be made or delivered under or in connection with this Mortgage is that identified with its name below, or any substitute address, fax number or department or officer as the relevant party notifies to the other party by not less than five Business Days notice.

18.3 Delivery

(a) Any notice, other communication or document so addressed shall be deemed to have been received:

(i) if personally delivered, at the time of delivery;

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

(iii) if sent by registered air-mail, five Business Days after the date of posting to the relevant address; and

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

and, if a particular department or officer is specified as part of its address details provided under Clause 18.2 (Addresses), if addressed to that department or officer.

(b) For the avoidance of doubt, notice given under this Mortgage shall not be validly served if given by e-mail.

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19 COSTS AND EXPENSES

19.1 Costs and Expenses Subject to any term of this Mortgage, any Transaction Document or any other agreement between the parties hereto, each party hereto shall bear its own costs and EXPENSES in connection with the negotiation, preparation, execution, modification, amendment, release and/or preservation of any of its rights under this Mortgage.

19.2 Indemnity The Mortgagor shall indemnify the Mortgagee on demand against any and all properly incorrect costs, claims, losses, expenses (including legal fees) and liabilities, and any VAT thereon, which the Mortgagee may incur as a result of the occurrence of any Enforcement Event or the exercise by the Mortgagee of any of its rights and powers under this Mortgage.

19.3 Interest The amounts payable under Clauses 19.1 (Costs and Expenses) and 19.2 (Indemnity) above shall bear interest (compounded monthly) at the Default Rate (payable as well after as before judgment), from the dates on which they were paid or incurred by the Mortgagee to the date of payment thereof by the Mortgagor.

20 CURRENCY OF ACCOUNT

20.1 Currency of Account All payments hereunder shall be made in immediately available funds in the currency and to the account specified by the Mortgagee in the corresponding demand.

20.2 Currency Conversion If notwithstanding Clause 20.1 (Currency of Account) any monies are received or held by the Mortgagee in a currency other than that specified in such demand, such monies shall be converted into the currency specified in the demand issued by the Mortgagee pursuant to Clause 20.1 (Currency of Account) to cover the Secured Obligations in that other currency at the spot rate of exchange quoted by a bank selected by the Mortgagee (acting reasonably) then prevailing for purchasing that other currency with the existing currency.

20.3 No Discharge No payment to the Mortgagee (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Mortgagor unless and until the Mortgagee shall have received payment in full in the currency in which the obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency the Mortgagee shall have a further separate cause of action against the Mortgagor to recover the amount of the shortfall.

20.4 Currency Indemnity If any sum due from the Mortgagor under this Mortgage or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (1) making or filing a claim or proof against the Mortgagor; (2) obtaining an order or judgment in any court or other tribunal; or (3) enforcing any order or judgment given or made in relation hereto, the Mortgagor shall indemnify and hold harmless the Mortgagee from and against any loss suffered or incurred as a result of any discrepancy between (A) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (B) the rate or rates of exchange at which the Mortgagee may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

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21 ASSIGNMENTS, ETC

21.1 The Mortgagee The Mortgagee may assign and transfer all of its respective rights and obligations hereunder to a replacement Mortgagee appointed in accordance with the terms of this Mortgage to act as Mortgagee on behalf [Lion/Rally Cayman 7 L.P.]. Upon such assignment and transfer taking effect, the replacement Mortgagee shall be and be deemed to be acting as Mortgagee for [Lion/Rally Cayman 7 L.P.] for the purposes of this Mortgage in place of the old Mortgagee.

21.2 The Mortgagor The Mortgagor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage without the prior written consent of the Mortgagee.

22 SET-OFF

Where an Enforcement Event has occurred and is continuing, the Mortgagee may (but shall not be obliged to) set off any obligation which is due and payable by the Mortgagor and unpaid against any obligation (whether or not matured) owed by the Mortgagee to the Mortgagor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Mortgagee may convert either obligation at the closing mid-market rate of exchange applying to such currencies, as against the US Dollar, as published in the Financial Times on the day of such set off (in respect of the previous days’ closing mid-market rate) for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Mortgagee may set off in an amount estimated by it in good faith to be the amount of that obligation.

23 COVENANT TO RELEASE

Upon the expiry of the Security Period or as otherwise permitted under the terms of any Transaction Document (but not otherwise), the Mortgagee shall (or procure that its nominees shall), at the request and cost of the Mortgagor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby. The Mortgagee shall not be bound to return the identical shares which were deposited, held or transferred and the Mortgagor shall accept shares of the same class and denomination.

24 GOVERNING LAW

This Mortgage is governed by, and shall be construed in accordance with, Cayman Islands law.

25 JURISDICTION

25.1 Exclusive jurisdiction For the benefit of the Mortgagee, and subject to Clause 25.4 (Proceedings in Other Jurisdictions) below, each of the Mortgagor and CEDC hereby irrevocably agrees that:

(a) any dispute, controversy or claim arising out of or in connection with this Mortgage (including a dispute regarding the existence, validity or termination of this Mortgage or the consequences of its nullity), the security constituted by this Mortgage (a “Dispute”) shall be heard by the courts of the Cayman Islands; and

17

(b) the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any suit, action or proceedings (“Proceedings”) and to settle any Disputes and, for such purposes, irrevocably submits to the jurisdiction of such courts.

25.2 Service of Process The Mortgagor and CEDC each submit to the jurisdiction of the courts of the Cayman Islands. Without prejudice to any other mode of service allowed under any relevant law, CEDC:

(a) irrevocably appoints Maples Corporate Services Limited (at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands, Tel: +1 345 949 8066, Fax: +1 345 949 8080) as its agent for service of process in relation to any Proceedings before the Cayman Islands courts in connection with any Dispute; and

(b) agrees that failure by an agent for service of process to notify the Mortgagor and/or CEDC of the process will not invalidate the proceedings concerned.

If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, CEDC must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.

25.3 Waiver of Objection Each of the parties to this Mortgage other than the Mortgagee irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of the Cayman Islands and agrees not to claim that any such court is an inconvenient or inappropriate forum.

25.4 Proceedings in Other Jurisdictions Nothing in this Mortgage limits (and shall not be construed so as to limit) the right of the Mortgagee to bring Proceedings, including third party proceedings, against the Mortgagor and/or CEDC or to apply for interim remedies, in connection with this Mortgage in any other court of competent jurisdiction, nor shall the taking of Proceedings by the Mortgagee in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. The obtaining by the Mortgagee of judgement in one jurisdiction shall not prevent the Mortgagee from bringing or continuing Proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

25.5 Waiver of Immunity To the extent that any party to this Mortgage other than the Mortgagee may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claims), such party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

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26 COUNTERPARTS AND EFFECTIVENESS

26.1 Counterparts This Mortgage may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Mortgage, but all the counterparts shall together constitute one and the same agreement.

26.2 Effectiveness This Mortgage shall come into effect as a Deed on the date set forth above.

IN WITNESS WHEREOF THIS MORTGAGE HAS BEEN EXECUTED AS A DEED by the parties hereto on the date stated at the beginning of this Mortgage.

19

SCHEDULE 1

SHARE TRANSFER FORM

We, [            ] (the “Transferor”) for good and valuable consideration received by us from [            ] (the “Transferee”) do hereby:

1. transfer to the Transferee [            ] ([            ]) [            ] shares of par value US$[            ] each (the “Share”) standing in our name in the register of the Company to hold unto the Transferee, and assigns, subject to the several conditions on which we held the same at the time of execution of this Share Transfer Form; and

2. consent that our name remains on the register of the Company until such time as the Company enters the Transferee’s name in the register of the Company;

And I/we, the Transferee, do hereby agree to take the Share subject to the same conditions.

As Witness Our Hands

Signed by the Transferor on

[            ] in the presence of:

Witness Transferor

Signed by the Transferee on

[            ] in the presence of:

Witness Transferee

20

And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

21

SCHEDULE 2

PART I

IRREVOCABLE APPOINTMENT OF PROXY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our proxy to vote at meetings of the Shareholders of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This proxy is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [l] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)
in the presence of:
Signature of Witness
Name:
Address:
Occupation:

22

PART II

IRREVOCABLE APPOINTMENT OF POWER OF ATTORNEY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This power of attorney is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [l] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
in the presence of:
Signature of Witness
Name:
Address:
Occupation:

23

SIGNATORIES

THE MORTGAGOR
Executed as a deed by	)
[LION/RALLY CAYMAN 4]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

THE MORTGAGEE
Executed as a deed by	)
[LION/RALLY CAYMAN 7 L.P.]	)
acting by its general partner	)
[                    ]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

24

CEDC
Executed as a deed by	)
[CENTRAL EUROPEAN	)
DISTRIBUTION	)
CORPORATION]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[            ]

Address:

Fax number:

Attn:

25

[            ] 2009

SHARE MORTGAGE

between

[LION/RALLY CAYMAN 5]

as Mortgagor

and

[LION/RALLY CAYMAN 7 L.P.]

as Mortgagee

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

WEIL, GOTSHAL & MANGES

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	INTERPRETATION	1
2	COVENANT	3
3	CREATION OF SECURITY	3
4	TRANSFER DOCUMENTS	4
5	CONTINUING SECURITY	5
6	REPRESENTATIONS AND WARRANTIES	8
7	UNDERTAKINGS OF MORTGAGOR	9
8	ENFORCEMENT OF SECURITY	10
9	RECEIVER	10
10	FURTHER ASSURANCES	12
11	POWER OF ATTORNEY	12
12	DELEGATION	13
13	NO LIABILITY AS MORTGAGEE IN POSSESSION	13
14	PROTECTION OF THIRD PARTIES	14
15	STAMP DUTIES	14
16	ADDITIONAL PROVISIONS	14
17	REMEDIES AND WAIVERS	14
18	NOTICES	15
19	COSTS AND EXPENSES	16
20	CURRENCY OF ACCOUNT	16
21	ASSIGNMENTS, ETC	17
22	SET-OFF	17
23	COVENANT TO RELEASE	17
24	GOVERNING LAW	17
25	JURISDICTION	17
26	COUNTERPARTS AND EFFECTIVENESS	19
SCHEDULE 1    SHARE TRANSFER FORM		20
SCHEDULE 2    PART I IRREVOCABLE APPOINTMENT OF PROXY		22
SIGNATORIES		24

i

THIS MORTGAGE (this “Mortgage”) is made as a deed on the [—] day of [—] 2009

BETWEEN:

(1) [LION/RALLY CAYMAN 5], a company incorporated in the Cayman Islands whose registered office is at [—] (“the “Mortgagor”);

(2) [LION/RALLY CAYMAN 7 L.P.], a Cayman Exempted Limited Partnership whose principal place of business is at [—] acting through its general partner [—] whose registered office is at [—] (the “Mortgagee”); and

(3) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Babrowiecka6, 02 278 Warsawa, Poland (“CEDC”).

WHEREAS:

(A) The Mortgagor and the Mortgagee have entered into an Option Agreement dated on or about the date hereof. Clause [14.2] of the Option Agreement requires [Lion/Rally Cayman 5] to enter into this Mortgage.

(B) The Option Agreement provides for the Mortgagor to sell to [Lion/Rally Cayman 7] a number of the Shares (as defined in the Option Agreement) following each Cayman 7 Call Option Exercise Date (as defined in the Option Agreement) and/or for [Lion/Rally Cayman 7] to acquire such Shares following any Holdco Put Option Exercise Date (as defined in the Option Agreement). Clause [13.3] of the Option Agreement provides that the Mortgagee may only enforce its rights under this Mortgage in relation to those Shares in respect of which the Mortgagor is in breach of its obligations under the Option Agreement to have transferred to [Lion/Rally Cayman 7] (the Enforcement Shares, as defined below). Accordingly, there may be more than one enforcement under this Mortgage depending on the number of such breaches.

(C) The board of directors of the Mortgagor is satisfied that the Mortgagor will receive direct and/or indirect economic benefit from the transactions under the Option Agreement and that entering into this Mortgage is for the purposes and to the benefit of the Mortgagor and its business.

(D) The Mortgagee and the Mortgagor intend this Mortgage to, and it shall, take effect as a deed.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions In this Mortgage the following terms have the meanings given to them in this Clause 1.1, except where the context otherwise requires.

“Default Rate” means 12% per annum.

1

“Enforcement Event” means a breach by the Mortgagor of an obligation under the Option Agreement to transfer any Security Assets to [Lion/Rally Cayman 7], which Enforcement Event is “continuing” until such breach is waived, remedied or such obligation is satisfied by enforcement of this Mortgage.

“Enforcement Related Rights” means:

(a) any dividend or interest paid or payable in relation to any of the Enforcement Shares, in each case arising while an Enforcement has occurred and is continuing;

(b) any stock, shares, debentures, bonds, warrants, options, securities, rights, benefits, advantages, moneys or property accruing or offered, in each case while an Enforcement Event has occurred and is continuing, (whether by way of redemption, substitution, exchange, conversion, replacement, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Enforcement Shares; and

(c) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above, in each case arising while an Enforcement Event has occurred and is continuing.

“Enforcement Security Assets” means the Enforcement Shares and the Enforcement Related Rights.

“Enforcement Shares” has the meaning given in Clause 8.1(a) (Process Upon Enforcement of Security).

“Encumbrance” has the meaning given in the Option Agreement.

“Issuer” means [Lion/Rally Cayman 6].

“Letter of Undertaking” has the meaning given in the Option Agreement.

“Option Agreement” means the Option Agreement dated on or about the date of this Mortgage between the Mortgagor, the Mortgagee, [Lion/Rally Cayman 4] and CEDC.

“Receiver” means a receiver and manager or (if the Mortgagee so specifies in the relevant appointment) a receiver, in either case, appointed under this Mortgage.

“Related Rights” means:

(d) any dividend or interest paid or payable in relation to any of the Shares;

(e) any stock, shares, debentures, bonds, warrants, options, securities, rights, benefits, advantages, moneys or property accruing or offered at any time, present and future, (whether by way of redemption, substitution, exchange, conversion, replacement, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Shares; and

(f) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above.

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“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Mortgagor under the Option Agreement to transfer Security Assets to [Lion/Rally Cayman 7].

“Security Assets” means the Shares and the Related Rights.

“Security Period” means the period beginning on the date of this Mortgage and ending on the date upon which the Mortgagee is satisfied that all the Secured Obligations have been unconditionally and irrevocably paid and/or discharged in full in cash or the security interests contemplated to be created hereby have been unconditionally and irrevocably released and discharged in full.

“Shares” means the shares in the capital of the Issuer and owned either legally or beneficially at any time now or in the future by the Mortgagor or transferred or assigned to the Mortgagor pursuant to the Option Agreement.

“Transaction Document” has the meaning given in the Option Agreement.

1.2 Interpretation Unless expressly defined in this Mortgage, capitalised terms defined in the Option Agreement have the same meanings in this Mortgage and the construction rules set out in Clause 1.2 of the Option Agreement shall apply to this Mortgage, mutatis mutandis, as though they were set out in full in this Mortgage except that references to “this Agreement” shall be construed as references to this Mortgage.

2 COVENANT

The Mortgagor covenants with the Mortgagee that it will discharge each of the Secured Obligations when due in the manner provided for in the Option Agreement.

3 CREATION OF SECURITY

The Mortgagor as continuing security for the discharge and performance of all the Secured Obligations, hereby as legal and beneficial owner (subject to the terms of any Transaction Document):

(a) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Shares held now or in the future by it and/or any nominee on its behalf, by way of first fixed charge and first equitable mortgage; and

(b) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first fixed charge and first equitable mortgage; and

(c) (to the extent they are not effectively mortgaged or charged pursuant to paragraphs (a) and (b) above), charges the Shares and the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first floating charge,

PROVIDED THAT whilst no Enforcement Event has occurred and is continuing (and, other than in respect of the Enforcement Security Assets, at all times including whilst an Enforcement Event has occurred and is continuing) the Mortgagor shall be entitled (notwithstanding the security contemplated to be created hereby):

(i) to receive all dividends, interest and income from and any property accruing or in respect of the Security Assets;

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(ii) to make distributions to [Lion/Rally Carry Eng L.P.] pursuant to any Transaction Document (other than distributions in specie of the Shares); and

(iii) to exercise, any voting or other rights attached to any of the Security Assets (subject to the terms of any Transaction Document), provided that if a resolution is proposed which, in the opinion of the Mortgagee (acting reasonably), might reasonably be expected to prejudice the security created under this Mortgage in any material respect, then such votes will be exercised by the Mortgagor only in accordance with the instructions of the Mortgagee,

and the Mortgagee shall, if requested by the Mortgagor, appoint the Mortgagor its proxy to exercise such rights and powers or, insofar as necessary the Mortgagee will comply with or procure that any nominee of the Mortgagee shall comply with such instructions of the Mortgagor in respect thereof, in either case as soon as reasonably practicable.

4 TRANSFER DOCUMENTS

4.1 Delivery of Documents The Mortgagor shall, as soon as reasonably practicable after the date of this Mortgage and following the acquisition from time to time of Security Assets, subject to the terms of any Transaction Document:

(a) deposit with the Mortgagee (or as the Mortgagee may direct) all bearer instruments, share certificates (if any) and any other documents of title or evidence of ownership in relation to the Security Assets as are owned by it, as at the date hereof and following the acquisition from time to time of Security Assets, or in which it has or acquires an interest which entitles it to control such documents;

(b) deliver to the Mortgagee five copies of the share transfer form in the form set out in Schedule 1 to this Mortgage and any other documents (in each case duly executed but undated) as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) below; and

(c) deliver to the Mortgagee a duly executed and dated irrevocable proxy and a duly executed and dated irrevocable power of attorney made in respect of the Security Assets in favour of the Mortgagee in respect of all general meetings and written resolutions of the Issuer respectively in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

4.2 Registration on Transfer The Mortgagor hereby:

(a) authorises the Mortgagee, at any time on or following an Enforcement Event which is continuing:

(i) to arrange for any of the Enforcement Security Assets to be registered in the name of the Mortgagee (or its nominee); and/or

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(ii) (under its powers of realisation) to transfer or cause the Enforcement Security Assets to be transferred to and registered in the name of the Mortgagee (or its nominee) or any purchaser or transferee and to date, issue and/or otherwise deal with any of the documents delivered under Clause 4.1 (Delivery of Documents); and

(b) undertakes from time to time, following an Enforcement Event which is continuing:

(i) promptly to execute and sign all transfers, contract notes, powers of attorney and other documents (and to procure the registration of any such transfer of the Enforcement Security Assets in the relevant shareholders register) that may be required by the Mortgagee in connection with paragraph (a) above; and

(ii) if the Mortgagee so requests, to procure that all such share transfer forms are forthwith registered by the relevant person and that any share certificates in the name of the Mortgagee (or such nominee) in respect of the Enforcement Security Assets are forthwith delivered to the Mortgagee.

4.3 Liability to Perform Notwithstanding anything to the contrary herein contained, the Mortgagor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Assets and, without limitation, to pay all calls or other payments that may become due in respect of any of the Security Assets. The Mortgagee shall not be required in any manner to perform or fulfil any obligation of the Mortgagor in respect of the Security Assets, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time or times.

4.4 Subsequently Acquired Shares The Mortgagor shall, forthwith upon it becoming the registered owner of and/or receiving any share certificates in respect of any Security Assets after the date hereof:

(a) deliver to the Mortgagee the share certificates in respect thereof (if any) together with all such share transfer forms or other share transfer documentation (in the form set out at Schedule 1 to this Mortgage) in respect of such Security Assets duly executed in blank by or on behalf of the Mortgagor as appropriate; and

(b) deliver to the Mortgagee any other documents as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) above.

5 CONTINUING SECURITY

5.1 Continuing Security The security constituted by this Mortgage shall be continuing security which shall extend to all the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate performance or settlement of all or any of the Secured Obligations, or by any enforcement of this Mortgage in respect of any Enforcement Security Assets whilst any Secured Obligations remain outstanding.

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5.2 Avoided Payments Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Mortgagee has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the obligations of the Mortgagor to perform the Secured Obligation and the obligations of the Mortgagor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.

5.3 Waiver of Defences The obligations of the Mortgagor hereunder will not be affected by any act, omission, circumstance, matter or thing which but for this provision would release or prejudice any of its obligations hereunder or prejudice or diminish such obligations in whole or in part, including whether or not known to the Mortgagor or the Mortgagee or any other person whatsoever:

(a) any time, indulgence or waiver granted to, or composition with, any the Mortgagor or any other person; or

(b) the taking, variation, compromise, exchange, renewal or release of, refusal or neglect to perfect, take up or enforce any rights or remedies against, or any security over assets of the Mortgagor or any other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security; or

(c) any incapacity or lack of powers, authority or dissolution or change in the members or status of the Mortgagor or any other person; or

(d) any variation (however fundamental and whether or not involving any increase in the liability of the Mortgagor or any other person thereunder), replacement and/or restatement of any Transaction Document or any other document or security so that references to that Option Agreement or other document or security in this Mortgage shall include each such variation, replacement and/or restatement; or

(e) the unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or of any other security the Mortgagee may hold in respect of the Secured Obligations (or any of them) or otherwise; or

(f) any postponement, discharge, reduction, non-provability or other similar circumstances affecting any obligation of the Mortgagor or any other person under any Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order or otherwise.

The Mortgagee shall not be concerned to see or investigate the powers or authorities of any Mortgagor or any of its respective officers or agents, and moneys obtained or Secured Obligations incurred in the purported exercise of such powers or authorities or by any person purporting to be the Mortgagor shall be deemed to form a part of the Secured Obligations, and “Secured Obligations” shall be construed accordingly.

5.4 Immediate Recourse The Mortgagee shall not be required to proceed against or enforce any other rights or security it may have or hold in respect of the Secured Obligations or claim payment from any other person before enforcing the security constituted by the Mortgage.

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5.5 No Competition Until all the Secured Obligations have been unconditionally and irrevocably discharged or performed in full, any rights (if any) which the Mortgagor may have:

(a) to be subrogated to any rights or security of or moneys held, received or receivable by the Mortgagee (or any agent or trustee on its behalf) with respect to the Secured Obligations; or

(b) to be entitled to any right of contribution or indemnity from any other person; or

(c) to claim, rank, prove or vote as a creditor of such other person or its estate in competition with the Mortgagee (or any agent or trustee on its behalf),

shall be exercised by the Mortgagor only if and to the extent that the Mortgagee so requires and in such manner and upon such terms as the Mortgagee may specify and the Mortgagor shall hold any moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the Mortgagee for application in accordance with the terms hereof as if such moneys, rights or security were held or received by the Mortgagee under this Mortgage.

5.6 Additional Security This Mortgage is in addition to and shall not in any way be prejudiced by, prejudicial to or affect or merge with any other security or right now or hereafter held by the Mortgagee (or any agent or trustee on its behalf) for the Secured Obligations or any of them.

5.7 Remedies not Exclusive

(a) The rights and remedies of the Mortgagee and any Receiver provided for in this Mortgage:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of any rights or remedies provided by law; and

(iii) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

(b) The Mortgagee may waive any breach by the Mortgagor of any of its obligations hereunder.

5.8 Protection of the Mortgagee The Mortgagee shall not be liable in respect of any loss or damage which arises out of the exercise, or the attempted or purported exercise of, or the failure to exercise any of its powers, with the exception of the undertaking with respect to enforcement of this Mortgage in Clause 8.1(a), unless such loss or damage is caused by its gross negligence, fraud or wilful misconduct.

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6 REPRESENTATIONS AND WARRANTIES

The Mortgagor makes each of the representations and warranties set out in this Clause 7 and acknowledges that the Mortgagee has entered into the Option Agreement and this Mortgage in reliance on those representations and warranties.

6.1 No Filing or Stamp Taxes Under the laws of the Cayman Islands in force at the date hereof, it is not necessary that this Mortgage be filed, recorded or enrolled with any court or other authority or (save where this Mortgage is executed in, brought into or produced before the court in the Cayman Islands, in which case stamp duty will be payable) that any stamp, registration or similar tax be paid on or in relation to this Mortgage.

6.2 Security Assets As at the date hereof:

(a) the Mortgagor has not received notice of any adverse claim in respect of any of the Security Assets;

(b) the Mortgagor is (subject to the terms of any Transaction Document) the legal and beneficial owner of the Security Assets and it is the absolute legal owner of the Security Assets and, as legal and beneficial owner (subject to the terms of any Transaction Document), it is able to mortgage and has so mortgaged the Security Assets;

(c) the security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets;

(d) the Security Assets are within the Mortgagor’s disposition and control (subject to the terms of any Transaction Document);

(e) except as stated in Clause 3 (Creation of Security) and/or under any Transaction Document, the Mortgagor has not sold or granted any rights of pre-emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets; and

(f) the Shares are non-assessable and, except under the Transaction Documents, neither the Shares nor the Related Rights, in each case owned by the Mortgagor, are subject to any options to purchase or similar rights of any person.

6.3 Ability to pay debts The Mortgagor is able to pay its debts as they fall due in the ordinary course of business.

6.4 Representations and Warranties in the Letter of Undertaking The Mortgagor repeats the representations and warranties given by it in Clause [11] of the Letter of Undertaking.

6.5 Times of Making Representations and Warranties The representations and warranties set out in this Clause 6:

(a) will survive the execution of the Option Agreement and each transfer of any of the Shares to the Mortgagor or other transaction under the Option Agreement; and

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(b) are made on the date hereof and are deemed to be repeated on the date of each transfer of any of the Shares to the Mortgagor under the Option Agreement during the Security Period with reference to the facts and circumstances then existing.

7 UNDERTAKINGS OF MORTGAGOR

7.1 Duration The undertakings in this Clause 7 shall remain in force throughout the Security Period.

7.2 Maintenance of Legal Validity Without prejudice to any other agreement entered into between the parties hereto, the Mortgagor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of the Cayman Islands to enable it lawfully to enter into and perform its obligations under this Mortgage and to ensure the legality, validity, enforceability or admissibility in evidence of this Mortgage.

7.3 Untrue Representations The Mortgagor shall notify the Mortgagee of the occurrence of any event which results in or may reasonably be expected to result in any of the representations and warranties contained in Clause 6 (Representations and Warranties) being untrue in any material respect.

7.4 Proxies and Powers of Attorney Pursuant to enforcement of the security constituted by this Mortgage, the Mortgagor shall not exercise its voting rights as shareholder of the Issuer so as to frustrate the Mortgagee’s exercise of any irrevocable proxy and/or irrevocable power of attorney delivered under Clause 4 (Transfer Documents) in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

7.5 Restrictions on Dealing The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be), it will not:

(a) create or permit to subsist any Encumbrance over any Security Asset; or

(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, any Security Asset or any interest therein.

7.6 Security Assets The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be):

(a) it will remain the legal and beneficial owner of the Security Assets and it will remain the absolute legal owner of the Security Assets;

(b) it will not nominate any person or persons to enjoy or exercise all or any of the Mortgagor’s rights in relation to the Security Assets;

(c) it will not take any action whereby the rights attaching to the Shares or the Related Rights are altered or diluted except to the extent permitted by the Mortgagee; and

(d) it will pay all calls and discharge all obligations in relation to the Security Assets.

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8 ENFORCEMENT OF SECURITY

8.1 Process upon Enforcement of Security

(a) Notwithstanding any other provision of this Mortgage, the Mortgagee may only enforce its rights under this Mortgage in accordance with paragraph (b) below in relation to the Shares in respect of which the Mortgagor is in breach of its obligations under the Option Agreement to have transferred to [Lion/Rally Cayman 7] (the “Enforcement Shares”) and/or any Enforcement Related Rights. After any such enforcement, the security constituted by this Mortgage shall continue in force unaffected in respect of the remaining Security Assets.

(b) On or following the occurrence of an Enforcement Event:

(i) the Mortgagee may exercise its rights under Clause 4.2(a) of this Mortgage; and

(ii) the Mortgagor shall promptly perform its obligations under Clause 4.2(b) of this Mortgage,

in order to transfer the Enforcement Security Assets to [Lion/Rally Cayman 7] in satisfaction of the Secured Obligations in respect of the Enforcement Security Assets.

8.2 Powers

(a) At any time after an Enforcement Event has occurred and is continuing, without any further consent or authority on the part of the Mortgagor, the Mortgagee may, subject to Clause 8.1 (Process upon Enforcement of Security) above, exercise (or refrain from exercising) at its discretion in the name of the Mortgagor (or the registered holder) in respect of the Enforcement Security Assets any voting rights and any powers or rights under the terms thereof or otherwise which may be exercised by the person or persons in whose name or names the Enforcement Security Assets are registered or who is the holder thereof.

(b) If the Mortgagee takes any such action as is referred to in paragraph (a) above, it shall give notice to the Mortgagor as soon as practicable.

(c) For the purposes of giving effect to this Clause 8.2 (Powers) and to the extent that the Enforcement Security Assets remain registered in the name of the Mortgagor, the Mortgagor hereby irrevocably appoints the Mortgagee (or its nominee) as its proxy to exercise all voting and other rights in respect of the Enforcement Security Assets, in each case while an Enforcement Event has occurred and is continuing.

(d) The Mortgagor and any Receiver shall have the powers conferred under this Mortgage (and those conferred on the Mortgagee) and under any applicable law.

9 RECEIVER

9.1 Appointment of Receiver Subject to Clause 8 above, at any time after the security constituted by this Mortgage becomes enforceable in accordance with its terms or if an application is made for the appointment of or notice is given of intention to appoint an administrator in respect of the Mortgagor or if requested by the Mortgagor, the Mortgagee

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may without further notice appoint under seal, deed or in writing under its hand any one or more persons to be a Receiver of all or any part of the Enforcement Security Assets in like manner in every respect as if the Mortgagee had become entitled under this Mortgage or under applicable law to exercise the powers thereby conferred.

9.2 Powers of Receiver Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall have the power to do all things which, in the opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of the Enforcement Security Assets in such manner and on such terms as the Receiver sees fit; and the execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be entitled to exercise in relation to the Mortgagor all the powers set out below:

(a) to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Enforcement Security Assets;

(b) to make any arrangement or compromise with others over and/or in connection with any of the Enforcement Security Assets as he shall think fit;

(c) to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d) to redeem any prior encumbrance over and/or in connection with any of the Enforcement Security Assets and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e) to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f) to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Enforcement Security Assets or the value thereof.

If at any time there is more than one Receiver of all or any part of the Enforcement Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

9.3 Removal and Remuneration The Mortgagee may from time to time by writing under its hand (subject to any requirement for an order of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it may

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deem it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated and may from time to time fix the remuneration of any Receiver appointed by it provided that such remuneration shall be substantially on market terms.

9.4 Mortgagee May Exercise Powers of Receiver To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this Mortgage (either expressly or implied) upon a Receiver may be exercised by the Mortgagee at any time after the security constituted by this Mortgage has become enforceable in relation to the whole of such Enforcement Security Assets or any part thereof without first appointing a Receiver of such property or any part thereof or notwithstanding the appointment of a Receiver of such property or any part thereof.

10 FURTHER ASSURANCES

The Mortgagor shall, at its own expense from time to time, execute and give all such assurances and do all acts and things as the Mortgagee may reasonably require or reasonably consider desirable under the laws of any jurisdiction governing the Security Assets to enable the Mortgagee to perfect or protect the security intended to be created hereby over the Security Assets or any part thereof or to facilitate the sale of the Security Assets or any part thereof or the exercise by the Mortgagee of any of the rights, powers, authorities and discretions vested in it or any Receiver of the Security Assets or any part thereof or any such delegate or sub-delegate as aforesaid. To that intent, without prejudice to the generality of the foregoing and subject to the terms and conditions set out in the other Clauses of this Mortgage, the Mortgagor shall execute all transfers, sales, dispositions and appropriations (whether to the Mortgagee or otherwise) and shall give all notices, orders and directions and make all registrations which the Mortgagee may (in its absolute discretion) consider expedient but containing terms no more onerous than reasonably required by the Mortgagee to give effect to this Mortgage.

11 POWER OF ATTORNEY

11.1 Appointment The Mortgagor hereby, by way of security and in order more fully to secure the performance of its obligations hereunder, irrevocably appoints the Mortgagee and every Receiver of the Security Assets (or any part thereof) appointed hereunder and any person nominated for the purpose by the Mortgagee or any Receiver in writing under hand by an officer of the Mortgagee or any Receiver severally as its attorney and on its behalf and in its name or otherwise to execute and do all such assurances, acts and things which the Mortgagor is required to do under the covenants and provisions contained in this Mortgage (including to make any demand upon or to give any notice or receipt to any person owing moneys to the Mortgagor and to execute and deliver any charges, legal mortgages, assignments or other security and any transfers of securities) and generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Mortgage or by statute on the Mortgagee or any such Receiver, delegate or sub-delegate and (without prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it may reasonably deem proper in or for the purpose of exercising any of such powers, authorities and discretions.

11.2 Ratification The Mortgagor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in Clause 11.1 (Appointment) shall do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in such Clause 11.1 (Appointment).

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12 DELEGATION

The Mortgagee or any Receiver appointed hereunder may at any time and from time to time delegate by power of attorney or in any other manner to any properly qualified person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Mortgagee or such Receiver under this Mortgage in relation to the Security Assets or any part thereof. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Mortgagee or such Receiver may think fit. Neither the Mortgagee nor any Receiver shall be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate, provided the Mortgagee or Receiver gives the Mortgagor notice of such delegation.

13 NO LIABILITY AS MORTGAGEE IN POSSESSION

Neither the Mortgagee nor its nominee nor any Receiver shall by reason of entering into possession of the Enforcement Security Assets or any of them be liable:

(a) to account as mortgagee in possession or be liable for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable;

(b) for failing to present any coupon or other document relating to any of the Enforcement Security Assets;

(c) for accepting or failing to accept any offer relating to any of the Enforcement Security Assets;

(d) for failing to attend or vote at any meetings relating to the Enforcement Security Assets;

(e) for failing to notify the Mortgagor of any communication received by the Mortgagee or Receiver in relation to the Enforcement Security Assets; or

(f) for any loss arising out of or in connection with the exercise or non-exercise of any rights or powers (with the exception of the undertaking with respect to enforcement of this Mortgage under Clause 8.1(a)) attaching or accruing to the Enforcement Security Assets or which may be exercised by the Mortgagee or any nominee for the Mortgagee or Receiver under this Mortgage.

except in the case of gross negligence, fraud or wilful misconduct on the part of the Mortgagee or such Receiver, respectively. Every Receiver duly appointed by the Mortgagee under the powers set forth herein shall be deemed to be the agent of the Mortgagor for all purposes and shall as such agent for all purposes be deemed to be in the same position as a Receiver duly appointed by a mortgagee under applicable law. The Mortgagor alone shall be responsible for its contracts, engagements, acts, omissions, defaults and losses and for liabilities incurred by it and neither the Mortgagee nor any Receiver shall incur any liability therefor (either to the Mortgagor or to any other person whatsoever) or for any other reason whatsoever other than for their gross negligence, fraud or wilful misconduct.

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14 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other person dealing with the Mortgagee or the Receiver or its agents shall be concerned to enquire whether the Secured Obligations have become due for performance or whether any power which the Mortgagee or Receiver is purporting to exercise has become exercisable or whether any of the Secured Obligations remains outstanding or to see to the application of any money paid to the Mortgagee or to such Receiver.

15 STAMP DUTIES

The Mortgagor shall pay and, forthwith on demand, indemnify the Mortgagee against any liability it incurs in respect of any stamp, registration and similar tax which is or becomes payable in connection with the performance or enforcement of this Mortgage.

16 ADDITIONAL PROVISIONS

16.1 Provisions Severable

(a) If a provision of this Mortgage is, or but for this Clause 15.1 would be, held to be illegal, invalid or unenforceable, in whole or in part, in any jurisdiction the provision shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering the remaining provisions of this Mortgage illegal, invalid or unenforceable, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

(b) If a provision of this Mortgage is held to be illegal, invalid or unenforceable, in whole or in part and paragraph (a) of this Clause 15.1 (Provisions Severable) cannot be used to make it legal, valid and enforceable, either party to this Mortgage may require the other party to enter into a deed under which that other party undertakes in the terms of the original provision, but subject to such amendments as are necessary or required in order to make the provision legal, valid and enforceable. No party will be obliged to enter into a deed that would increase its liability beyond that contained in this Mortgage had all its provisions been legal, valid and enforceable.

16.2 Potentially Avoided Payments If the Mortgagee considers (acting reasonably) that an amount paid to the Mortgagee under the Option Agreement or this Mortgage is capable of being avoided or otherwise set aside on the liquidation or administration of the person by whom such amount is paid, then for the purposes of this Mortgage, such shall be regarded as not having been paid, provided that if such amount is not avoided or otherwise set aside following such liquidation or administration, the Mortgagee shall not be entitled to regard such amount as not having been paid.

16.3 Variation This Mortgage shall not be varied except by an agreement in writing between the Mortgagor and Mortgagee and, in the case of Clause 8.1 (Process upon Enforcement of Security) above, all parties including CEDC.

17 REMEDIES AND WAIVERS

A delay in exercising, or failure to exercise, any right or remedy under this Mortgage does not constitute a waiver of such or other rights or remedies and does not operate to prevent the

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exercise or enforcement of any such right or remedy. No single or partial exercise of any right or remedy under this Mortgage prevents further exercise of such or other rights or remedies. The rights, powers and remedies provided in this Mortgage are cumulative and not exclusive of any rights and remedies provided by law. The Mortgagee may, in connection with the exercise of its powers, join or concur with any person in any transaction scheme or arrangement whatsoever. A waiver given or consent granted by the Mortgagee under this Mortgage will be effective only if given in writing and then only in the instance and for the purpose for which it is given.

18 NOTICES

18.1 Communications in Writing A notice, other communication or document given under this Mortgage other than as set out in Clause 22 (Notices) of the Option Agreement shall be in writing and signed by or on behalf of the person giving it and, unless otherwise stated, may be made or delivered personally, posted or faxed in accordance with Clause 19.3 (Delivery).

18.2 Addresses The address and fax number (and the department or officer, if any, for whose attention the notice, other communication or document is to be made or delivered) of each party for any notice, communication or document to be made or delivered under or in connection with this Mortgage is that identified with its name below, or any substitute address, fax number or department or officer as the relevant party notifies to the other party by not less than five Business Days notice.

18.3 Delivery

(a) Any notice, other communication or document so addressed shall be deemed to have been received:

(i) if personally delivered, at the time of delivery;

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

(iii) if sent by registered air-mail, five Business Days after the date of posting to the relevant address; and

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

and, if a particular department or officer is specified as part of its address details provided under Clause 18.2 (Addresses), if addressed to that department or officer.

(b) For the avoidance of doubt, notice given under this Mortgage shall not be validly served if given by e-mail.

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19 COSTS AND EXPENSES

19.1 Costs and Expenses Subject to any term of this Mortgage, any Transaction Document or any other agreement between the parties hereto, each party hereto shall bear its own costs and expenses in connection with the negotiation, preparation, execution, modification, amendment, release and/or preservation of any of its rights under this Mortgage.

19.2 Indemnity The Mortgagor shall indemnify the Mortgagee on demand against any and all properly incorrect costs, claims, losses, expenses (including legal fees) and liabilities, and any VAT thereon, which the Mortgagee may incur as a result of the occurrence of any Enforcement Event or the exercise by the Mortgagee of any of its rights and powers under this Mortgage.

19.3 Interest The amounts payable under Clauses 19.1 (Costs and Expenses) and 19.2 (Indemnity) above shall bear interest (compounded monthly) at the Default Rate (payable as well after as before judgment), from the dates on which they were paid or incurred by the Mortgagee to the date of payment thereof by the Mortgagor.

20 CURRENCY OF ACCOUNT

20.1 Currency of Account All payments hereunder shall be made in immediately available funds in the currency and to the account specified by the Mortgagee in the corresponding demand.

20.2 Currency Conversion If notwithstanding Clause 20.1 (Currency of Account) any monies are received or held by the Mortgagee in a currency other than that specified in such demand, such monies shall be converted into the currency specified in the demand issued by the Mortgagee pursuant to Clause 20.1 (Currency of Account) to cover the Secured Obligations in that other currency at the spot rate of exchange quoted by a bank selected by the Mortgagee (acting reasonably) then prevailing for purchasing that other currency with the existing currency.

20.3 No Discharge No payment to the Mortgagee (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Mortgagor unless and until the Mortgagee shall have received payment in full in the currency in which the obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency the Mortgagee shall have a further separate cause of action against the Mortgagor to recover the amount of the shortfall.

20.4 Currency Indemnity If any sum due from the Mortgagor under this Mortgage or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (1) making or filing a claim or proof against the Mortgagor; (2) obtaining an order or judgment in any court or other tribunal; or (3) enforcing any order or judgment given or made in relation hereto, the Mortgagor shall indemnify and hold harmless the Mortgagee from and against any loss suffered or incurred as a result of any discrepancy between (A) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (B) the rate or rates of exchange at which the Mortgagee may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

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21 ASSIGNMENTS, ETC

21.1 The Mortgagee The Mortgagee may assign and transfer all of its respective rights and obligations hereunder to a replacement Mortgagee appointed in accordance with the terms of this Mortgage to act as Mortgagee on behalf [Lion/Rally Cayman 7 L.P.]. Upon such assignment and transfer taking effect, the replacement Mortgagee shall be and be deemed to be acting as Mortgagee for [Lion/Rally Cayman 7 L.P.] for the purposes of this Mortgage in place of the old Mortgagee.

21.2 The Mortgagor The Mortgagor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage without the prior written consent of the Mortgagee.

22 SET-OFF

Where an Enforcement Event has occurred and is continuing, the Mortgagee may (but shall not be obliged to) set off any obligation which is due and payable by the Mortgagor and unpaid against any obligation (whether or not matured) owed by the Mortgagee to the Mortgagor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Mortgagee may convert either obligation at the closing mid-market rate of exchange applying to such currencies, as against the US Dollar, as published in the Financial Times on the day of such set off (in respect of the previous days’ closing mid-market rate) for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Mortgagee may set off in an amount estimated by it in good faith to be the amount of that obligation.

23 COVENANT TO RELEASE

Upon the expiry of the Security Period or as otherwise permitted under the terms of any Transaction Document (but not otherwise), the Mortgagee shall (or procure that its nominees shall), at the request and cost of the Mortgagor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby. The Mortgagee shall not be bound to return the identical shares which were deposited, held or transferred and the Mortgagor shall accept shares of the same class and denomination.

24 GOVERNING LAW

This Mortgage is governed by, and shall be construed in accordance with, Cayman Islands law.

25 JURISDICTION

25.1 Exclusive jurisdiction For the benefit of the Mortgagee, and subject to Clause 25.4 (Proceedings in Other Jurisdictions) below, each of the Mortgagor and CEDC hereby irrevocably agrees that:

(a) any dispute, controversy or claim arising out of or in connection with this Mortgage (including a dispute regarding the existence, validity or termination of this Mortgage or the consequences of its nullity), the security constituted by this Mortgage (a “Dispute”) shall be heard by the courts of the Cayman Islands; and

17

(b) the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any suit, action or proceedings (“Proceedings”) and to settle any Disputes and, for such purposes, irrevocably submits to the jurisdiction of such courts.

25.2 Service of Process The Mortgagor and CEDC each submit to the jurisdiction of the courts of the Cayman Islands. Without prejudice to any other mode of service allowed under any relevant law, CEDC:

(a) irrevocably appoints Maples Corporate Services Limited (at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands, Tel: +1 345 949 8066, Fax: +1 345 949 8080) as its agent for service of process in relation to any Proceedings before the Cayman Islands courts in connection with any Dispute; and

(b) agrees that failure by an agent for service of process to notify the Mortgagor and/or CEDC of the process will not invalidate the proceedings concerned.

If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, CEDC must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.

25.3 Waiver of Objection Each of the parties to this Mortgage other than the Mortgagee irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of the Cayman Islands and agrees not to claim that any such court is an inconvenient or inappropriate forum.

25.4 Proceedings in Other Jurisdictions Nothing in this Mortgage limits (and shall not be construed so as to limit) the right of the Mortgagee to bring Proceedings, including third party proceedings, against the Mortgagor and/or CEDC or to apply for interim remedies, in connection with this Mortgage in any other court of competent jurisdiction, nor shall the taking of Proceedings by the Mortgagee in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. The obtaining by the Mortgagee of judgement in one jurisdiction shall not prevent the Mortgagee from bringing or continuing Proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

25.5 Waiver of Immunity To the extent that any party to this Mortgage other than the Mortgagee may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claims), such party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

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26 COUNTERPARTS AND EFFECTIVENESS

26.1 Counterparts This Mortgage may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Mortgage, but all the counterparts shall together constitute one and the same agreement.

26.2 Effectiveness This Mortgage shall come into effect as a Deed on the date set forth above.

IN WITNESS WHEREOF THIS MORTGAGE HAS BEEN EXECUTED AS A DEED by the parties hereto on the date stated at the beginning of this Mortgage.

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SCHEDULE 1

SHARE TRANSFER FORM

We, [            ] (the “Transferor”) for good and valuable consideration received by us from [            ] (the “Transferee”) do hereby:

1. transfer to the Transferee [            ] ([            ]) [            ] shares of par value US$[            ] each (the “Share”) standing in our name in the register of the Company to hold unto the Transferee, and assigns, subject to the several conditions on which we held the same at the time of execution of this Share Transfer Form; and

2. consent that our name remains on the register of the Company until such time as the Company enters the Transferee’s name in the register of the Company;

And I/we, the Transferee, do hereby agree to take the Share subject to the same conditions.

As Witness Our Hands

Signed by the Transferor on

[            ] in the presence of:

Witness Transferor

Signed by the Transferee on

[            ] in the presence of:

Witness Transferor

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SCHEDULE 2

PART I

IRREVOCABLE APPOINTMENT OF PROXY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our proxy to vote at meetings of the Shareholders of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This proxy is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [—] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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PART II

IRREVOCABLE APPOINTMENT OF POWER OF ATTORNEY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This power of attorney is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [—] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SIGNATORIES

THE MORTGAGOR

Executed as a deed by	)
[LION/RALLY CAYMAN 5]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

THE MORTGAGEE

Executed as a deed by	)
[LION/RALLY CAYMAN 7 L.P.]	)
acting by its general partner	)
[                    ]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

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CEDC
Executed as a deed by	)
[CENTRAL EUROPEAN	)
DISTRIBUTION	)
CORPORATION]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

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[                    ] 2009

SHARE MORTGAGE

between

[LION/RALLY CAYMAN 7 L.P.]

as Mortgagor

and

[LION/RALLY CAYMAN 5]

as Mortgagee

and

[LION/RALLY CAYMAN 4]

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	INTERPRETATION	1
2	COVENANT TO PAY	3
3	CREATION OF SECURITY	3
4	TRANSFER DOCUMENTS	4
5	CONTINUING SECURITY	6
6	REPRESENTATIONS AND WARRANTIES	8
7	UNDERTAKINGS OF MORTGAGOR	9
8	ENFORCEMENT OF SECURITY	10
9	RECEIVER	13
10	FURTHER ASSURANCES	14
11	POWER OF ATTORNEY	14
12	DELEGATION	15
13	NO LIABILITY AS MORTGAGEE IN POSSESSION	15
14	PROTECTION OF THIRD PARTIES	16
15	STAMP DUTIES	16
16	ADDITIONAL PROVISIONS	16
17	REMEDIES AND WAIVERS	17
18	NOTICES	17
19	COSTS AND EXPENSES	18
20	CURRENCY OF ACCOUNT	18
21	ASSIGNMENTS, ETC	19
22	SET-OFF	19
23	COVENANT TO RELEASE	19
24	MORTGAGEE AS TRUSTEE	20
25	GOVERNING LAW	21
26	JURISDICTION	21
27	COUNTERPARTS AND EFFECTIVENESS	22
SCHEDULE 1 SHARE TRANSFER FORM		23
SCHEDULE 2 PART I IRREVOCABLE APPOINTMENT OF PROXY		25
SIGNATORIES		27

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THIS MORTGAGE (this “Mortgage”) is made as a deed on the [—] day of [—] 2009

BETWEEN:

(1) [LION/RALLY CAYMAN 7 L.P.], a Cayman Exempted Limited Partnership whose principal place of business is at [—] acting through its general partner [—] whose registered office is at [—] (the “Mortgagor”);

(2) [LION/RALLY CAYMAN 5], a company incorporated in the Cayman Islands whose registered office is at [—] for itself (“Cayman 5”) and as trustee for the Secured Parties pursuant to the terms of this Mortgage (the “Mortgagee”, which expression includes any person which is for the time being a trustee for the Secured Parties for the purposes of this Mortgage);

(3) [LION/RALLY CAYMAN 4], a company incorporated in the Cayman Islands whose registered office is at [—] (“Cayman 4”); and

(4) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Babrowiecka 6, 02-278 Warszawa, Poland (“CEDC”).

WHEREAS:

(A) The Secured Parties (defined below) have entered into an Option Agreement dated on or about the date hereof pursuant to which the Secured Parties have agreed to grant to the Mortgagor Call Options (as defined in the Option Agreement ) in respect of their shares in the Issuer (as defined below), and the Mortgagor has agreed to grant to the Secured Parties the Holdco Call Option and the Holdco Put Option (each as defined in the Option Agreement). The Option Agreement requires that the Mortgagor enter into this Mortgage.

(B) The general partner of the Mortgagor is satisfied that the Mortgagor will receive direct and/or indirect economic benefit from the transactions under the Option Agreement and that entering into this Mortgage is for the purposes and to the benefit of the Mortgagor and its business.

(C) The Mortgagee and the Mortgagor intend this Mortgage to, and it shall, take effect as a deed.

(D) The Mortgagee is holding the benefit of this Mortgage on trust for the Secured Parties in accordance with the terms of this Mortgage.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions In this Mortgage the following terms have the meanings given to them in this Clause 1.1, except where the context otherwise requires.

“Approved Bank” has the meaning set out in the Option Agreement.

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“Default Rate” means 12% per annum.

“Enforcement Date” has the meaning given in Clause 8.1 (Process Upon Enforcement of Security).

“Enforcement Event” has the meaning given in Clause 13.1 of the Option Agreement, which Enforcement Event is “continuing” until waived by the Mortgagee or remedied in full.

“Encumbrance” has the meaning given in the Option Agreement.

“Issuer” means [Lion/Rally Cayman 6].

“Letter of Undertaking” has the meaning given in the Option Agreement.

“Limited Partnership Agreement” means the Limited Partnership Agreement dated on or about the date of this Mortgage between the [Lion/Rally Guernsey 1] Limited, CEDC, Lion/Rally Cayman 2 and Lion/Rally Cayman 5.

“Option Agreement” means the Option Agreement dated on or about the date of this Mortgage between the Mortgagor, the Secured Parties and CEDC.

“Receiver” means a receiver and manager or (if the Mortgagee so specifies in the relevant appointment) a receiver, in either case, appointed under this Mortgage.

“Related Rights” means:

(a) any dividend or interest paid or payable in relation to any of the Shares;

(b) any stock, shares, debentures, bonds, warrants, options, securities, rights, benefits, advantages, moneys or property accruing or offered at any time, present and future, (whether by way of redemption, substitution, exchange, conversion, replacement, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Shares; and

(c) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above.

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Mortgagor to any of the Mortgagee and any Secured Party under the Option Agreement together with all costs, charges and expenses incurred by the Mortgagee and the Secured Parties in connection with the protection, preservation or enforcement of its respective rights under the Option Agreement and this Mortgage.

“Secured Parties” means Cayman 4 and Cayman 5 as parties to the Option Agreement and this Mortgage, and any successor, transferee, replacement and/or assignee of any of Cayman 4 and Cayman 5.

“Security Assets” means the Shares and the Related Rights.

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“Security Period” means the period beginning on the date of this Mortgage and ending on the date upon which the Mortgagee is satisfied that all the Secured Obligations have been unconditionally and irrevocably paid and/or discharged in full in cash or the security interests contemplated to be created hereby have been unconditionally and irrevocably released and discharged in full.

“Shareholders Agreement” means the Governance and Shareholders Agreement dated on or about the date of this Mortgage between the Mortgagor, the Secured Parties, the Issuer, [GP] Limited and CEDC.

“Shares” means the shares in the capital of the Issuer and owned either legally or beneficially at any time now or in the future by the Mortgagor or transferred or assigned to the Mortgagor pursuant to the Option Agreement.

“Transaction Document” has the meaning given in the Option Agreement.

1.2 Interpretation Unless expressly defined in this Mortgage, capitalised terms defined in the Option Agreement have the same meanings in this Mortgage and the construction rules set out in Clause 1.2 of the Option Agreement shall apply to this Mortgage, mutatis mutandis, as though they were set out in full in this Mortgage except that references to “this Agreement” shall be construed as references to this Mortgage.

2 COVENANT TO PAY

2.1 Covenant to Pay The Mortgagor covenants with the Mortgagee that it will pay or discharge each of the Secured Obligations when due in the manner provided for in the Option Agreement.

2.2 Default Interest The Mortgagor agrees to pay interest on any amount not paid when due under this Mortgage (after as well as before judgment) at the Default Rate from time to time from the due date until the date such amount is unconditionally and irrevocably paid and discharged in full, except to the extent such interest is included in such amount under Clause [4] of the Option Agreement (so that such interest is not double-counted under Clause [4] of the Option Agreement and this Clause 2.2 (Default Interest)).

3 CREATION OF SECURITY

The Mortgagor as continuing security for the payment, discharge and performance of all the Secured Obligations, hereby as legal and beneficial owner (subject to the terms of the Option Agreement and the Shareholders Agreement):

(a) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Shares held now or in the future by it and/or any nominee on its behalf, by way of first charge and first equitable mortgage; and

(b) mortgages and charges and agrees to mortgage and charge to the Mortgagee all the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first charge and first equitable mortgage; and

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(c) (to the extent they are not effectively mortgaged or charged pursuant to paragraphs (a) and (b) above), charges the Shares and the Related Rights held now or in the future by it and/or any nominee on its behalf, by way of first floating charge,

PROVIDED THAT:

(i) whilst no Enforcement Event has occurred, the Mortgagor shall be entitled (notwithstanding the security contemplated to be created hereby) to receive all dividends, interest and income from and any property accruing or in respect of the Security Assets;

(ii) whilst no Enforcement Event has occurred, the Mortgagor shall be entitled (notwithstanding the security contemplated to be created hereby) to make distributions to the Limited Partners and the General Partner (as defined in the Limited Partnership Agreement) pursuant to the Limited Partnership Agreement and the Option Agreement (other than distributions in specie of the Shares or any Related Rights); and

(iii) whilst no Enforcement Event has occurred, the Mortgagor shall be entitled (notwithstanding the security contemplated to be created hereby) to exercise, any voting or other rights attached to any of the Security Assets (subject to the terms of the Option Agreement), provided that if a resolution is proposed which, in the opinion of the Mortgagee (acting reasonably), might reasonably be expected to prejudice the security created under this Mortgage in any material respect, then such votes will be exercised by the Mortgagor only in accordance with the instructions of the Mortgagee,

and the Mortgagee shall, if requested by the Mortgagor, appoint the Mortgagor its proxy to exercise such rights and powers or, insofar as necessary the Mortgagee will comply with or procure that any nominee of the Mortgagee shall comply with such instructions of the Mortgagor in respect thereof, in either case as soon as reasonably practicable.

4 TRANSFER DOCUMENTS

4.1 Delivery of Documents The Mortgagor shall, as soon as reasonably practicable after the date of this Mortgage and following the acquisition from time to time of Security Assets, subject to the terms of any Transaction Document:

(a) deposit with the Mortgagee (or as the Mortgagee may direct) all bearer instruments, share certificates (if any) and any other documents of title or evidence of ownership in relation to the Security Assets as are owned by it, as at the date hereof and following the acquisition from time to time of Security Assets, or in which it has or acquires an interest which entitles it to control such documents;

(b) deliver to the Mortgagee five copies of the share transfer form in the form set out in Schedule 1 to this Mortgage and any other documents (in each case duly executed but undated) as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) below; and

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(c) deliver to the Mortgagee a duly executed and dated irrevocable proxy and a duly executed and dated irrevocable power of attorney made in respect of the Security Assets in favour of the Mortgagee in respect of all general meetings and written resolutions of the Issuer respectively in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

4.2 Registration on Transfer The Mortgagor hereby:

(a) authorises the Mortgagee, at any time on or following an Enforcement Event which is continuing:

(i) to arrange for any of the Security Assets to be registered in the name of the Mortgagee (or its nominee); and/or

(ii) (under its powers of realisation) to transfer or cause the Security Assets to be transferred to and registered in the name of the Mortgagee (or its nominee) or any purchaser or transferee and to date, issue and/or otherwise deal with any of the documents delivered under Clause 4.1 (Delivery of Documents); and

(b) undertakes from time to time, following an Enforcement Event which is continuing:

(i) promptly to execute and sign all transfers, contract notes, powers of attorney and other documents (and to procure the registration of any such transfer of the Security Assets in the relevant shareholders register) that may be required by the Mortgagee in connection with paragraph (a) above; and

(ii) if the Mortgagee so requests, to procure that all such share transfer forms are forthwith registered by the relevant person and that any share certificates in the name of the Mortgagee (or such nominee) in respect of the Shares and their Related Rights are forthwith delivered to the Mortgagee.

4.3 Liability to Perform Notwithstanding anything to the contrary herein contained, the Mortgagor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Assets and, without limitation, to pay all calls or other payments that may become due in respect of any of the Security Assets. The Mortgagee shall not be required in any manner to perform or fulfil any obligation of the Mortgagor in respect of the Security Assets, or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time or times.

4.4 Subsequently Acquired Shares The Mortgagor shall, forthwith upon it becoming the registered owner of and/or receiving any share certificates in respect of any Security Assets after the date hereof:

(a) deliver to the Mortgagee the share certificates in respect thereof (if any) together with all such share transfer forms or other share transfer documentation (in the form set out at Schedule 1 to this Mortgage) in respect of such Security Assets duly executed in blank by or on behalf of the Mortgagor as appropriate; and

(b) deliver to the Mortgagee any other documents as may be reasonably requested by the Mortgagee in order to enable the Mortgagee (or its nominee) to be registered as the

5

owner or otherwise to obtain a legal title to the Security Assets on or following an Enforcement Event which is continuing pursuant to Clause 4.2 (Registration on Transfer) above.

5 CONTINUING SECURITY

5.1 Continuing Security The security constituted by this Mortgage shall be continuing security which shall extend to all the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate payment or settlement of all or any of the Secured Obligations.

5.2 Avoided Payments Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Mortgagee has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the obligations of the Mortgagor for the payment of the Secured Obligation and the obligations of the Mortgagor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.

5.3 Waiver of Defences The obligations of the Mortgagor hereunder will not be affected by any act, omission, circumstance, matter or thing which but for this provision would release or prejudice any of its obligations hereunder or prejudice or diminish such obligations in whole or in part, including whether or not known to the Mortgagor or the Mortgagee or any other person whatsoever:

(a) any time, indulgence or waiver granted to, or composition with, any the Mortgagor or any other person; or

(b) the taking, variation, compromise, exchange, renewal or release of, refusal or neglect to perfect, take up or enforce any rights or remedies against, or any security over assets of the Mortgagor or any other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security; or

(c) any incapacity or lack of powers, authority or dissolution or change in the members or status of the Mortgagor or any other person; or

(d) any variation (however fundamental and whether or not involving any increase in the liability of the Mortgagor or any other person thereunder), replacement and/or restatement of any Transaction Document or any other document or security so that references to that Option Agreement or other document or security in this Mortgage shall include each such variation, replacement and/or restatement; or

(e) the unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or of any other security the Mortgagee may hold in respect of the Secured Obligations (or any of them) or otherwise; or

(f) any postponement, discharge, reduction, non-provability or other similar circumstances affecting any obligation of the Mortgagor or any other person under any Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order or otherwise.

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The Mortgagee shall not be concerned to see or investigate the powers or authorities of any Mortgagor or any of its respective officers or agents, and moneys obtained or Secured Obligations incurred in the purported exercise of such powers or authorities or by any person purporting to be the Mortgagor shall be deemed to form a part of the Secured Obligations, and “Secured Obligations” shall be construed accordingly.

5.4 Immediate Recourse Neither the Mortgagee nor any Secured Party shall be required to proceed against or enforce any other rights or security it may have or hold in respect of the Secured Obligations or claim payment from any other person before enforcing the security constituted by the Mortgage.

5.5 No Competition Until all the Secured Obligations have been unconditionally and irrevocably discharged in full, any rights (if any) which the Mortgagor may have:

(a) to be subrogated to any rights or security of or moneys held, received or receivable by the Mortgagee or any Secured Party (or any agent or trustee on its behalf) with respect to the Secured Obligations; or

(b) to be entitled to any right of contribution or indemnity from any other person; or

(c) to claim, rank, prove or vote as a creditor of such other person or its estate in competition with the Mortgagee or any Secured Party (or any agent or trustee on its behalf),

shall be exercised by the Mortgagor only if and to the extent that the Mortgagee so requires and in such manner and upon such terms as the Mortgagee may specify and the Mortgagor shall hold any moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the Mortgagee for application in accordance with the terms hereof as if such moneys, rights or security were held or received by the Mortgagee under this Mortgage.

5.6 Appropriations Until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full in cash, the Mortgagee and each Secured Party (or any agent or trustee on its behalf) may:

(a) if it believes the Secured Obligations may not be repaid in full refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of the Secured Obligations or apply and enforce the same in such manner and order as it sees fit (whether against the Secured Obligations or otherwise) and the Mortgagor shall not be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from the Mortgagor or any other person in respect of the Secured Obligations, without liability to pay interest on those moneys.

5.7 Additional Security This Mortgage is in addition to and shall not in any way be prejudiced by, prejudicial to or affect or merge with any other security or right now or hereafter held by the Mortgagee or any Secured Party (or any agent or trustee on its behalf) for the Secured Obligations or any of them.

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5.8 Remedies not Exclusive

(a) The rights and remedies of the Mortgagee and any Receiver provided for in this Mortgage:

(i) may be exercised as often as necessary;

(ii) are cumulative and not exclusive of any rights or remedies provided by law; and

(iii) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

(b) The Mortgagee may waive any breach by the Mortgagor of any of its obligations hereunder.

5.9 Protection of the Mortgagee The Mortgagee shall not be liable in respect of any loss or damage which arises out of the exercise, or the attempted or purported exercise of, or the failure to exercise any of its powers, with the exception of the undertaking with respect to the power of sale, in Clause 8.1(a), unless such loss or damage is caused by its gross negligence, fraud or wilful misconduct.

6 REPRESENTATIONS AND WARRANTIES

The Mortgagor makes each of the representations and warranties set out in this Clause 7 and acknowledges that the Mortgagee and the Secured Parties have entered into the Option Agreement and this Mortgage in reliance on those representations and warranties.

6.1 No Filing or Stamp Taxes Under the laws of the Cayman Islands in force at the date hereof, it is not necessary that this Mortgage be filed, recorded or enrolled with any court or other authority or (save where this Mortgage is executed in, brought into or produced before the court in the Cayman Islands, in which case stamp duty will be payable) that any stamp, registration or similar tax be paid on or in relation to this Mortgage.

6.2 Security Assets As at the date hereof:

(a) the Mortgagor has not received notice of any adverse claim in respect of any of the Security Assets;

(b) the Mortgagor is (subject to the terms of any Transaction Document) the legal and beneficial owner of the Security Assets and it is the absolute legal owner of the Security Assets and, as legal and beneficial owner (subject to the terms of any Transaction Document), it is able to mortgage and has so mortgaged the Security Assets;

(c) the security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets;

(d) the Security Assets are within the Mortgagor’s disposition and control (subject to the terms of any Transaction Document);

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(e) except as stated in Clause 3 (Creation of Security) and/or under any Transaction Document, the Mortgagor has not sold or granted any rights of pre-emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets; and

(f) the Shares are non-assessable and, except under the Transaction Documents, neither the Shares nor the Related Rights, in each case owned by the Mortgagor, are subject to any options to purchase or similar rights of any person.

6.3 Ability to pay debts The Mortgagor is able to pay its debts as they fall due in the ordinary course of business.

6.4 Representations and Warranties in the Letter of Undertaking The Mortgagor repeats the representations and warranties given by it in Clause [11] of the Letter of Undertaking.

6.5 Times of Making Representations and Warranties The representations and warranties set out in this Clause 6:

(a) will survive the execution of the Option Agreement and each transfer of any of the Shares to the Mortgagor or other transaction under the Option Agreement; and

(b) are made on the date hereof and are deemed to be repeated on the date of each transfer of any of the Shares to the Mortgagor under the Option Agreement during the Security Period with reference to the facts and circumstances then existing.

7 UNDERTAKINGS OF MORTGAGOR

7.1 Duration The undertakings in this Clause 7 shall remain in force throughout the Security Period.

7.2 Maintenance of Legal Validity Without prejudice to any other agreement entered into between the parties hereto, the Mortgagor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of the Cayman Islands to enable it lawfully to enter into and perform its obligations under this Mortgage and to ensure the legality, validity, enforceability or admissibility in evidence of this Mortgage.

7.3 Untrue Representations The Mortgagor shall notify the Mortgagee of the occurrence of any event which results in or may reasonably be expected to result in any of the representations and warranties contained in Clause 6 (Representations and Warranties) being untrue in any material respect.

7.4 Proxies and Powers of Attorney Pursuant to enforcement of the security constituted by this Mortgage, the Mortgagor shall not exercise its voting rights as shareholder of the Issuer so as to frustrate the Mortgagee’s exercise of any irrevocable proxy and/or irrevocable power of attorney delivered under Clause 4 (Transfer Documents) in the forms set out in Parts I and II of Schedule 2 to this Mortgage.

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7.5 Restrictions on Dealing The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage, and/or any Transaction Document (as the case may be), it will not:

(a) create or permit to subsist any Encumbrance over any Security Asset; or

(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, any Security Asset or any interest therein.

7.6 Security Assets The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be).

(a) it will remain the legal and beneficial owner of the Security Assets and it will remain the absolute legal owner of the Security Assets;

(b) it will not nominate any person or persons to enjoy or exercise all or any of the Mortgagor’s rights in relation to the Security Assets;

(c) it will not take any action whereby the rights attaching to the Shares or the Related Rights are altered or diluted except to the extent permitted by the Mortgagee; and

(d) it will pay all calls and discharge all obligations in relation to the Security Assets.

8 ENFORCEMENT OF SECURITY

8.1 Process upon Enforcement of Security

(a) Upon the date on which any of the Mortgagee and/or Secured Parties exercises its rights under Clause 8 (Enforcement of Security) or Clause 9 (Receiver) on or following the occurrence of an Enforcement Event (the “Enforcement Date”), the Secured Parties undertake to use all commercially reasonable efforts to conduct an orderly process with the aim of realising the maximum value from a sale of the Security Assets.

(b) Unless the Secured Parties and CEDC otherwise agree in writing, the Secured Parties shall, within 14 calendar days from the Enforcement Date, mandate a bank which is an Approved Bank to conduct a sale of the Security Assets. Following the appointment of the relevant Approved Bank, the Secured Parties and CEDC shall use their reasonable efforts to agree, within 28 calendar days following appointment of the Approved Bank, a process for the sale of the Security Assets and upon such agreement the Secured Parties shall instruct the Approved Bank to conduct a sale of the Security Assets on the agreed basis.

(c) In the absence of agreement between CEDC and the Secured Parties as to a process for the sale of the Security Assets the Secured Parties shall instruct the Approved Bank to endeavour to realise the maximum value of the Security Assets by the requisite means and process which the Approved Bank shall in its discretion deem appropriate whilst using reasonable endeavours to effect such realisation within six months of its instruction to do as aforesaid subject to its endeavours to achieve the maximum value of the Security Assets reasonably possible considering the prevailing and future market conditions. In the event that the Approved Bank is not able to

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realise the Security Assets before the expiry of six months following its instruction to do so as aforesaid, the Mortgagee and CEDC shall for no more than 14 calendar days reconsider, each acting reasonably, the sale strategy and timetable with a view to reaching a mutually agreeable outcome, after which the Mortgagee and Secured Parties may exercise (or refrain from exercising) any other rights or powers under this Mortgage or under any applicable law.

(d) All costs incurred by the Secured Parties in connection with performance of their obligations under this Clause 8.1 (Process upon Enforcement of Security) shall be paid out of the proceeds of a sale of the Security Assets before distribution to the Mortgagor.

8.2 Powers

(a) At any time after an Enforcement Event has occurred and is continuing, without any further consent or authority on the part of the Mortgagor, the Mortgagee may, subject to Clause 8.1 (Process upon Enforcement of Security) above, exercise (or refrain from exercising) at its discretion in the name of the Mortgagor (or the registered holder) in respect of the Security Assets any voting rights and any powers or rights under the terms thereof or otherwise which may be exercised by the person or persons in whose name or names the Security Assets are registered or who is the holder thereof.

(b) If the Mortgagee takes any such action as is referred to in paragraph (a) above, it shall give notice to the Mortgagor as soon as practicable.

(c) For the purposes of giving effect to this Clause 8.2 (Powers) and to the extent that the Security Assets remain registered in the name of the Mortgagor, the Mortgagor hereby irrevocably appoints the Mortgagee (or its nominee) as its proxy to exercise all voting and other rights in respect thereof.

(d) The Mortgagor and any Receiver shall have the powers conferred under this Mortgage (and those conferred on the Mortgagee) and under any applicable law.

8.3 Enforcement At any time on or following the occurrence of an Enforcement Event which is continuing, the Mortgagee shall be entitled, subject to Clause 8.1 (Process upon Enforcement of Security) above, in its absolute discretion and without prior authorisation of any court, to exercise immediately or as and when it may see fit any and every power possessed by the Mortgagee by virtue of this Mortgage or available to a secured creditor, including to:

(a) sell all or any of the Security Assets in any manner permitted by law upon such terms as the Mortgagee shall in its absolute discretion determine;

(b) collect, recover or compromise and give a good discharge for any moneys payable to the Mortgagor in respect of the Security Assets or in connection therewith;

(c) solely and exclusively exercise all voting and/or consensual powers pertaining to the Security Assets or any part thereof and may exercise such powers in such manner as the Mortgagee may think fit (subject to Clause 8.1 (Process upon Enforcement of Security) above);

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(d) receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Security Assets or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by the Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;

(e) take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Security Assets or any part thereof at such place and in such manner and at such price or prices as the Mortgagee may deem fit, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Security Assets so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Shares as shown on the Issuer’s register of members;

(f) settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor or relating to the Security Assets;

(g) bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgagor’s title to the Security Assets;

(h) redeem any security (whether or not having priority to the Mortgage) over the Security Assets and to settle the accounts of any person with an interest in the Security Assets;

(i) exercise and do (or permit the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Security Assets; and

(j) do anything else it may think fit for the realisation of the Security Assets or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which the Mortgagor is party.

For the avoidance of doubt, the Mortgagor agrees that the enforceability of this Mortgage is not dependent on the performance or non-performance by the Mortgagee or any Secured Party of its obligations under the Option Agreement or this Mortgage (other than under Clause 8.1 (Process upon Enforcement of Security) above).

8.4 No duty to enquire The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder.

8.5 Application Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

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9 RECEIVER

9.1 Appointment of Receiver Subject to Clause 8 above, at any time after the security constituted by this Mortgage becomes enforceable in accordance with its terms or if an application is made for the appointment of or notice is given of intention to appoint an administrator in respect of the Mortgagor or if requested by the Mortgagor, the Mortgagee may without further notice appoint under seal, deed or in writing under its hand any one or more persons to be a Receiver of all or any part of the Security Assets in like manner in every respect as if the Mortgagee had become entitled under this Mortgage or under applicable law to exercise the power of sale thereby conferred.

9.2 Powers of Receiver Every Receiver appointed in accordance with Clause 9.1 (Appointment of Receiver) shall have and be entitled, subject to the terms of the Option Agreement, to exercise all of the powers of the Mortgagee conferred by Clause 8.2 (Powers) in addition to the powers conferred by applicable law on any receiver. The Receiver shall have the power to do all things which, in the opinion of the Receiver, are incidental to any of the powers, functions, authorities or discretions conferred or vested in the Receiver pursuant to this Mortgage or upon receivers by applicable law generally (including, without limitation, the bringing or defending of proceedings in the name of, or on behalf of, the Mortgagor; the collection and/or realisation of Security Assets in such manner and on such terms as the Receiver sees fit; and the execution of documents in the name of the Mortgagor (whether under hand, or by way of deed or by utilisation of the company seal of the Mortgagor or its general partner) and in particular shall have and be entitled to exercise in relation to the Mortgagor all the powers set out below:

(a) to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Security Assets;

(b) to make any arrangement or compromise with others over and/or in connection with any of the Security Assets as he shall think fit;

(c) to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d) to redeem any prior encumbrance over and/or in connection with any of the Security Assets and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e) to pay the proper administrative charges in respect of time spent by its agents and employees in dealing with matters raised by the receiver or relating to the receivership of the Mortgagor; and

(f) to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Security Assets or the value thereof.

If at any time there is more than one Receiver of all or any part of the Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

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9.3 Removal and Remuneration The Mortgagee may from time to time by writing under its hand (subject to any requirement for an order of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it may deem it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated and may from time to time fix the remuneration of any Receiver appointed by it provided that such remuneration shall be substantially on market terms.

9.4 Mortgagee May Exercise Powers of Receiver To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this Mortgage (either expressly or implied) upon a Receiver may be exercised by the Mortgagee at any time after the security constituted by this Mortgage has become enforceable in relation to the whole of such Security Assets or any part thereof without first appointing a Receiver of such property or any part thereof or notwithstanding the appointment of a Receiver of such property or any part thereof.

9.5 Application of Proceeds Any moneys received by the Mortgagee or by any Receiver appointed by it pursuant to this Mortgage and/or under the powers hereby conferred shall, after the security hereby constituted shall have become enforceable, but subject to the payment of any claims having priority to the security constituted by this Mortgage and to the Mortgagee’s and such Receiver’s rights under Clause 9.2 (Powers of Receiver), be applied against the amounts due and payable by the Mortgagor to the Secured Parties and the Mortgagee under the Option Agreement, the Shareholders Agreement and this Mortgage, in accordance with Clause 24.3 (Ranking and Priority) of this Mortgage.

10 FURTHER ASSURANCES

The Mortgagor shall, at its own expense from time to time, execute and give all such assurances and do all acts and things as the Mortgagee may reasonably require or reasonably consider desirable under the laws of any jurisdiction governing the Security Assets to enable the Mortgagee to perfect or protect the security intended to be created hereby over the Security Assets or any part thereof or to facilitate the sale of the Security Assets or any part thereof or the exercise by the Mortgagee of any of the rights, powers, authorities and discretions vested in it or any Receiver of the Security Assets or any part thereof or any such delegate or sub-delegate as aforesaid. To that intent, without prejudice to the generality of the foregoing and subject to the terms and conditions set out in the other Clauses of this Mortgage, the Mortgagor shall execute all transfers, sales, dispositions and appropriations (whether to the Mortgagee or otherwise) and shall give all notices, orders and directions and make all registrations which the Mortgagee may (in its absolute discretion) consider expedient but containing terms no more onerous than reasonably required by the Mortgagee to give effect to this Mortgage.

11 POWER OF ATTORNEY

11.1 Appointment The Mortgagor hereby, by way of security and in order more fully to secure the performance of its obligations hereunder, irrevocably appoints the Mortgagee and every Receiver of the Security Assets (or any part thereof) appointed hereunder and any person nominated for the purpose by the Mortgagee or any Receiver in writing under hand by

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an officer of the Mortgagee or any Receiver severally as its attorney and on its behalf and in its name or otherwise to execute and do all such assurances, acts and things which the Mortgagor is required to do under the covenants and provisions contained in this Mortgage (including to make any demand upon or to give any notice or receipt to any person owing moneys to the Mortgagor and to execute and deliver any charges, legal mortgages, assignments or other security and any transfers of securities) and generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Mortgage or by statute on the Mortgagee or any such Receiver, delegate or sub-delegate and (without prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it may reasonably deem proper in or for the purpose of exercising any of such powers, authorities and discretions.

11.2 Ratification The Mortgagor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in Clause 11.1 (Appointment) shall do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in such Clause 11.1 (Appointment).

12 DELEGATION

The Mortgagee or any Receiver appointed hereunder may at any time and from time to time delegate by power of attorney or in any other manner to any properly qualified person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Mortgagee or such Receiver under this Mortgage in relation to the Security Assets or any part thereof. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Mortgagee or such Receiver may think fit. Neither the Mortgagee nor any Receiver shall be in any way liable or responsible to the Mortgagor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate, provided the Mortgagee or Receiver gives the Mortgagor notice of such delegation.

13 NO LIABILITY AS MORTGAGEE IN POSSESSION

Neither the Mortgagee nor its nominee nor any Receiver shall by reason of entering into possession of the Security Assets or any of them be liable:

(a) to account as mortgagee in possession or be liable for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable;

(b) for failing to present any coupon or other document relating to any of the Security Assets;

(c) for accepting or failing to accept any offer relating to any of the Security Assets;

(d) for failing to attend or vote at any meetings relating to the Security Assets;

(e) for failing to notify the Mortgagor of any communication received by the Mortgagee or Receiver in relation to the Security Assets; or

(f) for any loss arising out of or in connection with the exercise or non-exercise of any rights or powers (with the exception of the undertaking with respect to the power of sale under Clause 8.1(a)) attaching or accruing to the Security Assets or which may be exercised by the Mortgagee or any nominee for the Mortgagee or Receiver under this Mortgage.

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except in the case of gross negligence, fraud or wilful misconduct on the part of the Mortgagee or such Receiver, respectively. Every Receiver duly appointed by the Mortgagee under the powers set forth herein shall be deemed to be the agent of the Mortgagor for all purposes and shall as such agent for all purposes be deemed to be in the same position as a Receiver duly appointed by a mortgagee under applicable law. The Mortgagor alone shall be responsible for its contracts, engagements, acts, omissions, defaults and losses and for liabilities incurred by it and neither the Mortgagee nor any Receiver shall incur any liability therefor (either to the Mortgagor or to any other person whatsoever) or for any other reason whatsoever other than for their gross negligence, fraud or wilful misconduct.

14 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other person dealing with the Mortgagee or the Receiver or its or his agents shall be concerned to enquire whether the Secured Obligations have become due and payable or whether any power which the Mortgagee or Receiver is purporting to exercise has become exercisable or whether any of the Secured Obligations remains outstanding or to see to the application of any money paid to the Mortgagee or to such Receiver.

15 STAMP DUTIES

The Mortgagor shall pay and, forthwith on demand, indemnify the Mortgagee against any liability it incurs in respect of any stamp, registration and similar tax which is or becomes payable in connection with the performance or enforcement of this Mortgage.

16 ADDITIONAL PROVISIONS

16.1 Provisions Severable

(a) If a provision of this Mortgage is, or but for this Clause 16.1 would be, held to be illegal, invalid or unenforceable, in whole or in part, in any jurisdiction the provision shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering the remaining provisions of this Mortgage illegal, invalid or unenforceable, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

(b) If a provision of this Mortgage is held to be illegal, invalid or unenforceable, in whole or in part and paragraph (a) of this Clause 16.1 (Provisions Severable) cannot be used to make it legal, valid and enforceable, either party to this Mortgage may require the other party to enter into a deed under which that other party undertakes in the terms of the original provision, but subject to such amendments as are necessary or required in order to make the provision legal, valid and enforceable. No party will be obliged to enter into a deed that would increase its liability beyond that contained in this Mortgage had all its provisions been legal, valid and enforceable.

16.2 Potentially Avoided Payments If the Mortgagee considers (acting reasonably) that an amount paid to the Mortgagee or any Secured Party under the Option Agreement or this Mortgage is capable of being avoided or otherwise set aside on the liquidation or

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administration of the person by whom such amount is paid, then for the purposes of this Mortgage, such shall be regarded as not having been paid, provided that if such amount is not avoided or otherwise set aside following such liquidation or administration, the Mortgagee shall not be entitled to regard such amount as not having been paid.

16.3 Variation This Mortgage shall not be varied except by an agreement in writing between the Mortgagor and Mortgagee and, in the case of Clause 8.1 (Process upon Enforcement of Security) above, all parties including CEDC.

17 REMEDIES AND WAIVERS

A delay in exercising, or failure to exercise, any right or remedy under this Mortgage does not constitute a waiver of such or other rights or remedies and does not operate to prevent the exercise or enforcement of any such right or remedy. No single or partial exercise of any right or remedy under this Mortgage prevents further exercise of such or other rights or remedies. The rights, powers and remedies provided in this Mortgage are cumulative and not exclusive of any rights and remedies provided by law. The Mortgagee may, in connection with the exercise of its powers, join or concur with any person in any transaction scheme or arrangement whatsoever. A waiver given or consent granted by the Mortgagee under this Mortgage will be effective only if given in writing and then only in the instance and for the purpose for which it is given.

18 NOTICES

18.1 Communications in Writing A notice, other communication or document given under this Mortgage other than as set out in Clause 22 (Notices) of the Option Agreement shall be in writing and signed by or on behalf of the person giving it and, unless otherwise stated, may be made or delivered personally, posted or faxed in accordance with Clause 19.3 (Delivery).

18.2 Addresses The address and fax number (and the department or officer, if any, for whose attention the notice, other communication or document is to be made or delivered) of each party for any notice, communication or document to be made or delivered under or in connection with this Mortgage is that identified with its name below, or any substitute address, fax number or department or officer as the relevant party notifies to the other party by not less than five Business Days notice.

18.3 Delivery

(a) Any notice, other communication or document so addressed shall be deemed to have been received:

(i) if personally delivered, at the time of delivery;

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

(iii) if sent by registered air-mail, five Business Days after the date of posting to the relevant address; and

(iv) if sent by fax, on successful completion of its transmission as per transmission report from the machine from which the fax was sent, save that if such notice,

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communication or document is received after normal working hours (which shall be deemed to be 8.30 a.m. and 5.30 p.m. on any Business Day in the country of the recipient), such notice, communication or document shall be deemed to have been received on the next Business Day,

and, if a particular department or officer is specified as part of its address details provided under Clause 18.2 (Addresses), if addressed to that department or officer.

(b) For the avoidance of doubt, notice given under this Mortgage shall not be validly served if given by e-mail.

19 COSTS AND EXPENSES

19.1 Costs and Expenses Subject to any term of this Mortgage, any Transaction Document or any other agreement between the parties hereto, each party hereto shall bear its own costs and expenses in connection with the negotiation, preparation, execution, modification, amendment, release and/or preservation of any of its rights under this Mortgage.

19.2 Indemnity The Mortgagor shall indemnify the Mortgagee on demand against any and all properly incorrect costs, claims, losses, expenses (including legal fees) and liabilities, and any VAT thereon, which the Mortgagee may incur as a result of the occurrence of any Enforcement Event or the exercise by the Mortgagee of any of its rights and powers under this Mortgage.

19.3 Interest The amounts payable under Clauses 19.1 (Costs and Expenses) and 19.2 (Indemnity) above shall bear interest (compounded monthly) at the Default Rate (payable as well after as before judgment), from the dates on which they were paid or incurred by the Mortgagee to the date of payment thereof by the Mortgagor.

20 CURRENCY OF ACCOUNT

20.1 Currency of Account All payments hereunder shall be made in immediately available funds in the currency and to the account specified by the Mortgagee in the corresponding demand, provided that any payments of Secured Obligations owing under the Option Agreement shall be made in the currency in which such payments are required to be made under the Option Agreement.

20.2 Currency Conversion If notwithstanding Clause 20.1 (Currency of Account) any monies are received or held by the Mortgagee in a currency other than that specified in such demand, such monies shall be converted into the currency specified in the demand issued by the Mortgagee pursuant to Clause 20.1 (Currency of Account) to cover the Secured Obligations in that other currency at the spot rate of exchange quoted by a bank selected by the Mortgagee (acting reasonably) then prevailing for purchasing that other currency with the existing currency.

20.3 No Discharge No payment to the Mortgagee (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Mortgagor unless and until the Mortgagee shall have received payment in full in the currency in which the obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency the Mortgagee shall have a further separate cause of action against the Mortgagor to recover the amount of the shortfall.

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20.4 Currency Indemnity If any sum due from the Mortgagor under this Mortgage or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (1) making or filing a claim or proof against the Mortgagor; (2) obtaining an order or judgment in any court or other tribunal; or (3) enforcing any order or judgment given or made in relation hereto, the Mortgagor shall indemnify and hold harmless the Mortgagee from and against any loss suffered or incurred as a result of any discrepancy between (A) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (B) the rate or rates of exchange at which the Mortgagee may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

21 ASSIGNMENTS, ETC

21.1 The Mortgagee The Mortgagee may assign and transfer all of its respective rights and obligations hereunder to a replacement Mortgagee appointed in accordance with the terms of this Mortgage. Upon such assignment and transfer taking effect, the replacement Mortgagee shall be and be deemed to be acting as Mortgagee for the Secured Parties for the purposes of this Mortgage in place of the old Mortgagee.

21.2 The Mortgagor The Mortgagor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage without the prior written consent of the Mortgagee.

22 SET-OFF

Where an Enforcement Event has occurred and is continuing, the Mortgagee may (but shall not be obliged to) set off any obligation which is due and payable by the Mortgagor and unpaid against any obligation (whether or not matured) owed by the Mortgagee to the Mortgagor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Mortgagee may convert either obligation at the closing mid-market rate of exchange applying to such currencies, as against the US Dollar, as published in the Financial Times on the day of such set off (in respect of the previous days’ closing mid-market rate) for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Mortgagee may set off in an amount estimated by it in good faith to be the amount of that obligation.

23 COVENANT TO RELEASE

Upon the expiry of the Security Period or as otherwise permitted under the terms of any Transaction Document (but not otherwise), the Mortgagee shall (or procure that its nominees shall), at the request and cost of the Mortgagor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby. The Mortgagee shall not be bound to return the identical shares which were deposited, held or transferred and the Mortgagor shall accept shares of the same class and denomination.

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24 MORTGAGEE AS TRUSTEE

24.1 Declaration of trust The Mortgagee declares itself trustee of the security and other rights (including, without limitation, the benefit of the covenants, indemnities and representations and warranties), titles and interests constituted by this Mortgage and of all monies, property and assets paid to the Mortgagee or its order or held by the Mortgagee or received or recovered by the Mortgagee pursuant to or in connection with this Mortgage with effect from the date hereof to hold the same on trust for itself and each of the Secured Parties in accordance with the terms of this Mortgage and the Option Agreement (save as may otherwise be agreed between the Mortgagee and the Secured Parties from time to time).

24.2 Duration The trusts in this Mortgage shall remain in force until whichever is the earlier of:

(a) the expiration of a period of 80 years from the date hereof; and

(b) the date on which all Security Assets are released from the security constituted by the Mortgage in accordance with Clause 24 (Covenant to Release).

24.3 Ranking and priority The Secured Obligations owed by the Mortgagor to each of the Secured Parties shall rank in right and priority of payment, and the security constituted by this Mortgage shall rank and secure the Secured Obligations owed by the Mortgagor to each of the Secured Parties, pari passu and rateably, without any preference between them.

24.4 Indemnity The Mortgagee and the Secured Parties shall be indemnified out of monies recovered under this Mortgage in respect of all liabilities, costs, charges, losses and expenses properly incurred or suffered by them or any of them in the execution or the purported execution of the trusts created by this Mortgage or of any powers, authorities or discretions vested in them or any of them pursuant to this Mortgage and against all actions, proceedings, claims or demands in respect of any matter or thing done or omitted in any way relating to the provisions of this Mortgage (including in connection with any proceedings brought by the Mortgagor and/or CEDC in breach of Clause 26 (Jurisdiction)), except to the extent such claims, losses or liabilities result from the Mortgagee’s gross negligence, fraud or wilful misconduct as finally determined by a court of competent jurisdiction.

24.5 Expenditure Nothing contained in this Mortgage shall require the Mortgagee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder it is has grounds for believing the repayment of such funds or adequate indemnity against or security for such risk or liability is not assured to it.

24.6 Rights The Mortgagee may rely on exercise and be protected by the discretions, protections, powers and rights conferred on trustees, mortgagees or receivers under Cayman Trusts Law (2007 Revision).

24.7 Duties To the extent permitted by applicable law, the Mortgagee shall have only those duties, obligations and responsibilities expressly specified in this Mortgage and no other duties, obligations or responsibilities (whether implied by law or otherwise).

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24.8 Conflicts Where there are any inconsistencies between the applicable law insofar as it relates to trustees and their duties and the provisions of this Mortgage, the provisions of this Mortgage shall prevail to the extent allowed by the law.

24.9 Custody The Mortgagee shall be entitled to keep all certificates and documents of title relating to the Security Assets which it receives in safe custody at any of its branches or offices or otherwise provide for their safe custody by third parties and shall not be responsible for any loss or damage occurring to or in respect thereof unless such loss or damage shall be caused by its own gross negligence, fraud or wilful misconduct. The Mortgagee shall be deemed to have exercised reasonable care in the custody and preservation of any Security Assets in its actual possession if such Security Assets are accorded treatment substantially equal to that which the Mortgagee accords its own property.

24.10 No responsibility Neither the Mortgagee nor any of the Secured Parties will be liable to the Mortgagor or any other person for any costs, charges, losses, liabilities or expenses arising from or connected with any realisation by the Mortgagee or any of them of the Security Assets or from any exercise or non-exercise by the Mortgagee of any of them of any right or power exercisable by it under this Mortgage.

25 GOVERNING LAW

This Mortgage is governed by, and shall be construed in accordance with, Cayman Islands law.

26 JURISDICTION

26.1 Exclusive jurisdiction For the benefit of the Mortgagee and Secured Parties, and subject to Clause 26.4 (Proceedings in Other Jurisdictions) below, each of the Mortgagor and CEDC hereby irrevocably agrees that:

(a) any dispute, controversy or claim arising out of or in connection with this Mortgage (including a dispute regarding the existence, validity or termination of this Mortgage or the consequences of its nullity), the security constituted by this Mortgage (a “Dispute”) shall be heard by the courts of the Cayman Islands; and

(b) the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any suit, action or proceedings (“Proceedings”) and to settle any Disputes and, for such purposes, irrevocably submits to the jurisdiction of such courts.

26.2 Service of Process The Mortgagor and CEDC each submit to the jurisdiction of the courts of the Cayman Islands. Without prejudice to any other mode of service allowed under any relevant law, CEDC:

(a) irrevocably appoints Maples Corporate Services Limited (at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands, Tel: +1 345 949 8066, Fax: +1 345 949 8080) as its agent for service of process in relation to any Proceedings before the Cayman Islands courts in connection with any Dispute; and

(b) agrees that failure by an agent for service of process to notify the Mortgagor and/or CEDC of the process will not invalidate the proceedings concerned.

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If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, CEDC must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint another agent for this purpose.

26.3 Waiver of Objection Each of the parties to this Mortgage other than the Mortgagee and Secured Parties irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of the Cayman Islands and agrees not to claim that any such court is an inconvenient or inappropriate forum.

26.4 Proceedings in Other Jurisdictions Nothing in this Mortgage limits (and shall not be construed so as to limit) the right of the Mortgagee and/or the Secured Parties to bring Proceedings, including third party proceedings, against the Mortgagor and/or CEDC, or to apply for interim remedies, in connection with this Mortgage in any other court of competent jurisdiction, nor shall the taking of Proceedings by the Mortgagee and/or Secured Parties in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. The obtaining by the Mortgagee and/or any Secured Party of judgement in one jurisdiction shall not prevent the Mortgagee and/or any Secured Party from bringing or continuing Proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

26.5 Waiver of Immunity To the extent that any party to this Mortgage other than the Mortgagee and the Secured Parties may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claims), such party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

27 COUNTERPARTS AND EFFECTIVENESS

27.1 Counterparts This Mortgage may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Mortgage, but all the counterparts shall together constitute one and the same agreement.

27.2 Effectiveness This Mortgage shall come into effect as a Deed on the date set forth above.

IN WITNESS WHEREOF THIS MORTGAGE HAS BEEN EXECUTED AS A DEED by the parties hereto on the date stated at the beginning of this Mortgage.

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SCHEDULE 1

SHARE TRANSFER FORM

We, [            ] (the “Transferor”) for good and valuable consideration received by us from [            ] (the “Transferee”) do hereby:

1. transfer to the Transferee [            ] ([            ]) [            ] shares of par value US$[            ] each (the “Share”) standing in our name in the register of the Company to hold unto the Transferee, and assigns, subject to the several conditions on which we held the same at the time of execution of this Share Transfer Form; and

2. consent that our name remains on the register of the Company until such time as the Company enters the Transferee’s name in the register of the Company;

And I/we, the Transferee, do hereby agree to take the Share subject to the same conditions.

As Witness Our Hands

Signed by the Transferor on

[            ] in the presence of:

Witness Transferor

Signed by the Transferee on

[            ] in the presence of:

Witness Transferee

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And I/we do hereby agree to take the Shares.

SIGNED by the Transferee by:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
	)

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

24

SCHEDULE 2

PART I

IRREVOCABLE APPOINTMENT OF PROXY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our proxy to vote at meetings of the Shareholders of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This proxy is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [—] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)

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PART II

IRREVOCABLE APPOINTMENT OF POWER OF ATTORNEY

We, [MORTGAGOR], hereby irrevocably appoint [MORTGAGEE] as our duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of [Issuer] (the “Company”), while an Enforcement Event (as defined in the Mortgage) is continuing, in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This power of attorney is irrevocable by reason of being coupled with the interest of [MORTGAGEE] as mortgagee of the aforesaid shares pursuant to a Mortgage dated [—] (the “Mortgage”).

IN WITNESS whereof this instrument has been duly executed as a deed this [            ] day of [            ].

EXECUTED AS A DEED by [MORTGAGOR]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

in the presence of:

Signature of Witness

Name:

Address:

Occupation:

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SIGNATORIES

THE MORTGAGOR

Executed as a deed by	)
[LION/RALLY CAYMAN 7 L.P.]	)
acting by its general partner	)
[                    ]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

THE MORTGAGEE

Executed as a deed by	)
[LION/RALLY CAYMAN 4]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

27

Executed as a deed by	)
[LION/RALLY CAYMAN 5]	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

Executed as a deed by	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

[                    ]

Address:

Fax number:

Attn:

28

EX-10.3

Exhibit 10.3

[—] 2009

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	16
3 EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS	18
4 COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS	20
5 CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS	22
6 ANTITRUST OBLIGATIONS	27
7 DEFERRAL OF ISSUE OF SHARES AND WARRANTS	28
8 ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION	29
9 OFFER TO INITIAL SELLER PARTIES	35
10 WARRANTIES AND UNDERTAKINGS	35
11 CEDC GUARANTEE	37
12 DEFAULT	37
13 SECURITY	38
14 US TAX COMPLIANCE	39
15 ASSIGNMENT	39
17 VARIATION	39
18 WAIVER	39
19 ILLEGALITY AND SEVERANCE	40
20 RIGHTS OF THIRD PARTIES	40
21 COUNTERPARTS	40
22 NOTICES	40
23 JURISDICTION	42
24 GOVERNING LAW	42
SCHEDULE 1 INFORMATION ABOUT THE COMPANY	43
SCHEDULE 2 CONSIDERATION PAYABLE	44
SCHEDULE 3 FORM OF OPTION NOTICES	45

i

THIS AGREEMENT is made on [—] 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, 02-728 Warszawa, Poland (“CEDC”).

WHEREAS

(A) [LION/RALLY CAYMAN 6] (the “Company”) was incorporated in the Cayman Islands on [date] with registered number [—] 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 Holdcos (as defined below) have agreed to grant to Cayman 7 the Cayman 7 Call Options (as defined below), and Cayman 7 has agreed to grant to the Holdcos the Holdco Put Option and the Holdco Call Option (each as defined below) on the terms of and subject to the conditions set out in this Agreement.

(C) CEDC has agreed, in consideration of Cayman 4 and Cayman 5 entering into this Agreement, to guarantee the obligations of Cayman 7 under this Agreement in accordance with the terms set out in Clause 11 (CEDC Guarantee) and to issue shares of CEDC Common Stock (as defined below) and the Warrants (also as defined below) to Cayman 4 and Cayman 5.

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:

“2009 Earnout Amount”	has the meaning given in Clause 8.4.1;
“2009 Group EBITDA”	has the meaning given in Clause 8.4.1;
“2009 Shares”	has the meaning given in Clause 5.2.1(a);
“2009 Shares Issue Date”	the date on which the 2009 Shares are issued;
“2009 Shares Registration Effective Date”	the date on which the registration statement filed under the Securities Act with the Securities and Exchange Commission to register the 2009 Shares is declared effective;

1

“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;
“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;
“31 October 2009 Upside VWAP”	the Thirty Day VWAP of CEDC Common Stock on (x) the 2009 Shares Registration Effective Date; or (y) if the 2009 Shares Issue Date is earlier than the 2009 Shares Registration Effective Date, and if the Holdcos notify CEDC in writing no later than the Business Day following the 2009 Shares Issue Date, the 2009 Shares Issue Date;
“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 8.6.2;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under the same Control as 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;
“Approved Bank”	means any of the following: (i)     JP Morgan

2

	(ii)    Citi (iii)  Morgan Stanley (iv)   Renaissance Capital (iv)   RBS (v)    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 2009 Shares have not been issued, $15,197,051; plus (ii) if the 2010 Shares have not been issued, $22,738,588; plus (iii) if the 2012 Shares have not been issued, $4,570,373;
“Cayman 4 Outstanding Consideration”	has the meaning set out in Clause 4.2.2(c)(i);

3

“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 2009 Shares have not been issued, $4,802,949; plus (ii) if the 2010 Shares have not been issued, $7,186,412; plus (iii) if the 2012 Shares have not been issued, $1,444,443;
“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 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;

4

“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;
“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;

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“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 Limossol, Cyprus;
“Earnout Dispute Notice”	has the meaning given in Clause 8.4.6;
“Earnout Evaluation Period”	has the meaning given in Clause 8.4.5;
“Earnout Notice”	has the meaning given in Clause 8.4.4;
“Elective Minority Purchase”	has the meaning given in Clause 9.1;
“Earnout Settlement Amount”	has the meaning given in Clause 8.5.3;
“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;
“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;

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“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 thereunder, 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;
“Governance and Shareholders Agreement”	the Governance and Shareholders Agreement dated on or about the date hereof 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;

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“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); (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;

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(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;

(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 shall not include any Indebtedness from Lux 1 to the Company or any Indebtedness arising between members of the Lux 1 Group;

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“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;
“Limited Partnership Agreement”	the amended and restated limited partnership agreement relating to Cayman 7 made, on or about the date of this Agreement, 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;

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(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;

(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 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;

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	(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 (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;

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“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;
“Ordinary Shares”	the A Ordinary Shares in the capital of the Company;
“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;
“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;

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“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;
“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;

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“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 (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 or modified 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;

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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.

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).

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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.

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.

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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.

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, but not before the issue by CEDC of those shares of CEDC Common Stock set out in Clause 5.2.1(a);

(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 7, 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”).

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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, 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 7, 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”).

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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 7, 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 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);

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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

(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

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(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

(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, within 30 days from the date 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) on 31 October 2009 issue 1,000,000 shares of CEDC Common Stock to the Holdcos in the proportions set out in the second row of Columns J and K of Schedule 2 (the “2009 Shares”);

(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 2009 Shares, the 2010 Shares and the 2012 Shares (together, the “Consideration Shares”) have been issued pursuant to Clause 5.2.1:

(a) Mergers or Consolidations. If at any time after the date hereof until all of the Consideration Shares have been issued pursuant to Clause 5.2.1, there

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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 adjustment shall be made so that the Holdcos shall thereafter be entitled to receive in respect of any unissued Consideration Shares, pursuant to Clause 5.2.1 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 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 and Clause 5.2.2 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. 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 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 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.

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(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.

(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.

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(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 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 pursuant to Clause 5.2.1 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.

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(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, 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)(i)(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

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adjustment pursuant to this Clause 5.2.2, if any thereof shall not have been 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.

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

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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.

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 6.2, 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 Marketplace Rule 4350(i)(1)(c)(i), 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;

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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) 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) and/or 2.2(b), 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.

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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 the lower of: (i) $15 million of the $ Initial Cash Amounts to be paid in respect of the Second Cayman 7 Call Option and (ii) the 2009 Earnout 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 Cayman 7 Call Option Substitute Right”);

(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

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(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.

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 2009 Shares, 2010 Shares and 2012 Shares

8.3.1 If the Thirty Day VWAP of CEDC Common Stock on 31 October 2009 (the “31 October 2009 VWAP”) is less than $20, 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 second row of Column J of Schedule 2 x ($20 minus the 31 October 2009 VWAP); and

(b) pay 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 second row of Column K of Schedule 2 x ($20 minus the 31 October 2009 VWAP).

8.3.2 If the 31 October 2009 Upside VWAP is greater than $20:

(a) the $ Initial Cash Amount payable to Cayman 4 in respect of the Third Cayman 7 Call Option shall be reduced by an amount equal to 50 per cent

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of the number of shares of CEDC Common Stock to be issued to Cayman 4 as set out in the second row of Column J of Schedule 2 x (the 31 October 2009 Upside VWAP minus $20); and

(b) the $ Initial Cash Amount payable to Cayman 5 in respect of the Third Cayman Call Option shall be reduced by an amount equal to 50 per cent of the number of shares of CEDC Common Stock to be issued to Cayman 5 as set out in the second row of Column K of Schedule 2 x (the 31 October 2009 Upside VWAP minus $20).

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).

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 Earnout adjustment in respect of the Second Cayman 7 Call Option

8.4.1 If Lux 1 Group EBITDA for the year ending 31 December 2009 (“2009 Group EBITDA”) is greater than $70 million, Cayman 7 shall pay to the Holdcos the sum of: 1.0 x (2009 Group EBITDA minus $70 million), subject to a maximum payment of $20 million (the “2009 Earnout Amount”).

8.4.2 Cayman 7 shall satisfy its obligations to pay the 2009 Earnout Amount by increasing the $ Initial Cash Amounts to be paid in respect of the Second Cayman 7 Call Option by an amount equal to the 2009 Earnout Amount, and such increase shall be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.4.3 The Holdcos shall use their reasonable endeavours to ensure that the consolidated (or combined as the case may be) accounts of the Lux 1 Group (produced in accordance with the Accounting Principles) are approved and signed by the Lux 1 Group’s auditor on or before 31 March 2010.

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8.4.4 The Holdcos shall, within 15 Business Days of receiving the audited accounts of Lux 1 for 2009, send to Cayman 7 and CEDC a copy of such accounts together with a notice (an “Earnout Notice”) setting out in reasonable detail:

(a) the calculation of 2009 Group EBITDA; and

(b) the calculation of the 2009 Earnout Amount.

8.4.5 CEDC, who shall have the right to act on behalf of Cayman 7 with respect to this Clause 8, shall have 15 Business Days (the “Earnout Evaluation Period”), from service of the Earnout Notice, within which to give notice to the Holdcos that Cayman 7 does not accept the accuracy of the Earnout Notice and disputes the calculation of the 2009 Earnout Amount. If CEDC does not give such notice during the Earnout Evaluation Period, CEDC shall be deemed to have accepted the Earnout Notice as accurate at the expiry of the Earnout Evaluation Period and the 2009 Earnout Amount payable under the Earnout Notice shall, in the absence of fraud or manifest error, be binding on both Cayman 7 and the Holdcos.

8.4.6 If CEDC gives notice (an “Earnout Dispute Notice”) that it does not accept the accuracy of the Earnout Notice (such notice to include, in reasonable detail, details of the objection to the Earnout Notice including the relevant amounts), CEDC and the Holdcos shall have 20 Business Days or such longer period as they may agree, from service of the Earnout Dispute Notice, within which to resolve any disagreement relating to the Earnout Notice. CEDC and the Holdcos shall use their best endeavours to resolve the disagreement within that period and shall afford each other reasonable access to the books and records of the Lux 1 Group to enable CEDC and the Holdcos to use such best endeavours to resolve their disagreement.

8.4.7 If CEDC and the Holdcos are unable to resolve their disagreement within the period set out in Clause 8.4.6, the calculation of the 2009 Earnout Amount shall be referred to the Independent Accountant for determination on the following terms:

(a) the Independent Accountant will act as an expert (and not as an arbitrator);

(b) in so far as they are able, CEDC and the Holdcos will each provide the Independent Accountant with all information relating to the Lux 1 Group which the Independent Accountant reasonably requires;

(c) the Independent Accountant’s decision will be made within 30 days of the referral and will, in the absence of fraud or manifest error, be final and binding on Cayman 7 and the Holdcos; and

(d) the Independent Accountant’s costs will be paid by a member of the Lux 1 Group as determined by Cayman 5.

8.4.8 To the extent that an Earnout Dispute Notice has been served and such dispute has not, in respect of the 2009 Earnout Amount, been resolved by the Second Cayman 7 Call Option Exercise Date, then the 2009 Earnout Amount shall be paid within 10 Business Days of its final determination as an adjustment to the $ Initial Cash Amounts payable in respect of the Second Cayman 7 Call Option.

8.4.9 Where payment of the Second Cayman 7 Call Option has been accelerated in accordance with Clause 3.1.5, payment of the 2009 Earnout Amount, if applicable, shall be made within 10 Business Days of the Second Cayman 7 Call Option Exercise Date, as if Clause 3.1.5 had not been applied.

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8.4.10 If the Holdcos exercise their rights under the Holdco Put Option prior to determination of the 2009 Earnout Amount in accordance with this Clause 8.4, the 2009 Earnout Amount shall be $20 million.

8.4.11 If CEDC prior to 31 December 2009 exercises its rights either to become the Controlling Shareholder or for the Company to be under JV Control, each under Clause 2 of the Governance and Shareholders Agreement (as defined therein), the 2009 Earnout Amount shall be $20 million.

8.5 Adjustments in respect of the earnout amounts under the Original Sale Agreement

8.5.1 To the extent that Cyprus 1 makes payment of any First Earnout Amount (as such term is defined in the Original Sale Agreement), as such First Earnout Amount shall be finally determined in accordance with the Original Sale Agreement, the $ Initial Cash Amounts payable in respect of the Third Cayman 7 Call Option shall be reduced by an amount equal to one third of the amount by which the Second Earnout Amount paid exceeds $40 million, such reduction of the relevant $ Initial Cash Amounts not to exceed $10 million in aggregate, and to be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.5.2 To the extent that Cyprus 1 makes payment of any Second Earnout Amount (as such term is defined in the Original Sale Agreement), as such Second Earnout Amount shall be finally determined in accordance with the Original Sale Agreement, the $ Initial Cash Amounts payable in respect of the Cayman 7 Call Option next exercised after the Second Earnout Amount is settled shall be reduced by an amount equal to 7.5 per cent. of the Second Earnout Amount paid, such reduction of the relevant $ Initial Cash Amounts not to exceed $10,875,000 in aggregate, and to be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.5.3 If the Original Sale Agreement is amended such that the First Earnout Amount and the Second Earnout Amount are settled in one payment (the “Earnout Settlement Amount”), the $ Initial Cash Amounts payable in respect of (i) the Second Cayman 7 Call Option and (ii) the Third Cayman 7 Call Option will be each be reduced by 3.75 per cent. of the Earnout Settlement Amount, such reductions of the relevant $ Initial Cash Amounts not to exceed $10,875,000 in aggregate, and each to be allocated between the Holdcos according to the Holdco Sharing Proportions. Clauses 8.5.1 and 8.5.2 shall not apply upon the operation of this Clause 8.5.3 and this Clause 8.5.3 shall not apply upon the operation of Clauses 8.5.1 and 8.5.2.

8.6 Payment of dividends

8.6.1 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.

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8.6.2 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.

8.7 Minority Purchase adjustment

In the event of a Minority Purchase 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 $10 million.

9 OFFER TO INITIAL SELLER PARTIES

9.1 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 acquire some or all of the Initial Seller Party Securities (the “Elective Minority Purchase”), subject to the Initial Seller Parties agreeing to the terms of such an Elective Minority Purchase and also the Company consenting to the transfer of the 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;

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 such Elective Minority Purchase is 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 the Ordinary Shares which are free from Encumbrances; and

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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 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 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.

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 thereafter. In any event CEDC shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, shares of CEDC Common Stock when, and to the extent, that:

(i) 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);

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

(iii) CEDC additionally authorizes any unissued shares of CEDC Common Stock.

10.6 CEDC shall promptly notify the Holdcos of the occurrence of any of the events described in Clause 10.5(i), 10.5(ii) or 10.5(iii)) (including the number of shares of CEDC Common Stock subject to Clause 10.5(i), 10.5(ii) or 10.5(iii) 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.

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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.

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;

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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;

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 8.6.2 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.

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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 exchange for all shares of the Company held by each of Cayman 4 and Cayman 5 in an installment 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.

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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 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.

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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

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.

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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.

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.

THIS AGREEMENT IS EXECUTED ON THE DATE SHOWN ON PAGE 1 ABOVE.

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SCHEDULE 1

INFORMATION ABOUT THE COMPANY

1 Registered number:

2 Date of incorporation:

3 Place of incorporation:

4 Registered office address:

5 Type of company:

6 Authorised share capital:

(a) amount:

(b) number and class of shares:

7 Issued share capital:

(a) amount:

(b) number and class of shares:

8 Members:

9 Directors:

10 Secretary:

11 Accounting reference date:

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SCHEDULE 2

CONSIDERATION PAYABLE

A Cayman 7 Call Option	B Cayman 7 Call Option Exercise Date	C $ Initial Cash Amount due to Cayman 4 in respect of the Relevant Cayman 7 Call Option	D € Initial Cash Amount due to Cayman 4 in respect of the exercise of the Relevant Cayman 7 Call Option	E $ Initial Cash Amount due to Cayman 5 in respect of the exercise of Relevant Cayman 7 Call Option	F No. of Ordinary Shares to be delivered by Cayman 4 to Cayman 7 in respect of the Relevant Cayman 7 Call Option	G No. of Preference Shares to be delivered by Cayman 5 to Cayman 7 in respect of the Relevant Cayman 7 Call Option	H No. of Warrants to be delivered to Cayman 4, by exercise date	I No. of Warrants to be delivered to Cayman 5, by exercise date	J No. of Shares of CEDC Common Stock to be issued to Cayman 4	K No. of Shares of CEDC Common Stock to be issued to Cayman 5
First	31/10/2009	0	0	0	6,900,000	3	0	0	759,853	240,147
Second	30/06/2010	17,358,415	22,822,679	7,972,102	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	47,341,132	62,243,670	21,742,097	53,000,000	26	1,132,598	357,952	0	0
Fourth	31/07/2012	47,982,867	63,087,417	22,036,823	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

44

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 [—] May 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);

45

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

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PART B

HOLDCO PUT 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 PUT OPTION

Dear Sirs

Reference is made to the option agreement dated [—] May 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].

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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.]

48

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 [—] May 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].

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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.]

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Signed by [name of director]	)
for and on behalf of	)
LION/RALLY CAYMAN 4	)
	)	Director
Signed by [name of director]	)
for and on behalf of	)
LION/RALLY CAYMAN 5	)
	)	Director
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.]	)
	)	Director
Signed by [name of director]	)
for and on behalf of	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)
	)	Director

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EX-10.4

Exhibit 10.4

[•] 2009

GOVERNANCE AND SHAREHOLDERS AGREEMENT

between

LION/RALLY CAYMAN 8

and

LION/RALLY CAYMAN 7 L.P.

and

LION/RALLY CAYMAN 4

and

LION/RALLY CAYMAN 5

and

[LION/RALLY CAYMAN 6]

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

WEIL, GOTSHAL & MANGES

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	DEFINITIONS	1
2	CONTROL OF THE COMPANY	11
3	ANTITRUST APPROVAL	15
4	RESTRICTIONS ON DEALINGS WITH SECURITIES	17
5	COMPLETION OF TRANSFERS	17
6	CONDUCT OF THE COMPANY	18
7	BOARD OF DIRECTORS	18
8	MONITORING FEES	20
9	NON-SOLICITATION	20
10	LIMITED PARTNERSHIP AGREEMENT	21
11	SELLERS’ PUT OPTION	21
12	DEED OF ADHERENCE	21
13	TERMINATION	21
14	TAX AND VCOC	22
15	ASSIGNMENT AND SUB-CONTRACTING	24
16	EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE	24
17	FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, ANTI-CORRUPTION PROVISIONS	24
18	ENTIRE AGREEMENT	25
19	VARIATION	25
20	WAIVER	26
21	ILLEGALITY AND SEVERANCE	26
22	RIGHTS OF THIRD PARTIES AND NO RECOURSE	26
23	COUNTERPARTS	27
24	NOTICES	27
25	JURISDICTION	28
26	GOVERNING LAW	29
SCHEDULE 1 DEED OF ADHERENCE		30
SCHEDULE 2 CEDC MINORITY RIGHTS		32
SCHEDULE 3 JV PROVISIONS		38
SCHEDULE 4 CAYMAN 5 MINORITY PROVISIONS		42
SCHEDULE 5 DEFAULT GOVERNANCE PROVISIONS		46
SCHEDULE 6 US “CHECK THE BOX” ELECTIONS		54

i

THIS AGREEMENT is made by Deed on [—] 2009 between the following parties

(1) LION/RALLY CAYMAN 8, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “General Partner”);

(2) [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, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 7”), acting through its general partner, the General Partner;

(3) LION/RALLY CAYMAN 4, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 4”);

(4) LION/RALLY CAYMAN 5, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 5”);

(5) [LION/RALLY CAYMAN 6], a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and

(6) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware Corporation, the common stock of which is listed on the NASDAQ Global Select Market under the symbol “CEDC” and the principal executive office of which is located in Warsaw, Poland at ul. Bobrowiecka 6, 02-728 Warszawa (“CEDC”).

WHEREAS

(A) The Company was incorporated on [—] 2009 under the laws of the Cayman Islands as a private limited liability company.

(B) Since its incorporation, the Company has not traded or undertaken any business activities of any sort, has not given any security or incurred any indebtedness, and no Shareholder nor Board resolutions of the Company have been passed, save as required pursuant to the Transaction Documents.

(C) At the date of this Agreement, Cayman 4 and Cayman 7 hold Ordinary Shares, and Cayman 5 holds Preference Shares.

(D) Under the terms of the Option Agreement, Cayman 7 has been granted options to acquire the Ordinary Shares and Preference Shares held by the Lion Holdcos.

(E) The General Partner, Cayman 7, Cayman 4, Cayman 5, CEDC, and the Company have agreed to make provision for the management and administration of the affairs of the Company on the terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows

1 DEFINITIONS

1.1 In this Agreement (including the recitals), except where the context otherwise requires, the following words and expressions shall have the following meanings:

“€ Initial Cash Amount” has the meaning given in the Option Agreement;

1

“$ Initial Cash Amount”	has the meaning given in the Option Agreement;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Antitrust Approval”	has the meaning given in Clause 3.1;
“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;
“Articles”	the articles of association of the Company in the agreed form, as the same may be amended or replaced by any successor articles of association from time to time;
“Board”	the board of Directors of the Company as constituted from time to time;
“Budget”	the budget and business plan of the Group (including, where relevant, each member of the Group and any sub-set of the Group) for any given financial year which shall include, without limitation:
	(i)	a profit and loss statement;
	(ii)	a balance sheet;
	(iii)	a cash flow statement; and
	(iv)	any   material working papers and analyses underlying or supporting any of the above;
“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;
“Capital Increase”	any change in the authorised or issued share capital of a Person including the creation, allotment, issue, repayment or redemption or agreement to create, allot, issue, repay or redeem any of its share capital or other securities convertible into shares, or grant or agree to grant any option in respect thereto and shall include shareholder debt when issued in connection with any of the foregoing;
“Cayman 2”	Lion/Rally Cayman 2, a company incorporated in the Cayman Islands having its registered office at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands;
“Cayman 5 Minority Provisions”	the provisions set out in Schedule 4;
“Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;

2

“Cayman 7 Pledge”	has the meaning given in the Option Agreement;
“Cayman 7 Share”	the proportion of Ordinary Shares held by Cayman 7 as a percentage. of all the Ordinary Shares than in issue, multiplied by the percentage ownership of the Company in Lux 1, in each case on the relevant date;
“CEDC Common Stock”	has the meaning given in the Option Agreement;
“CEDC Control Effective Date”	the date falling 30 days after the later of: (i) the date upon which the aggregate amount of (a) all $ Initial Cash Amounts (excluding the effect of any adjustments pursuant to Clause 8.2 of the Option Agreement) and (b) all € Initial Cash Amounts multiplied by the Exchange Rate, in each case paid to the Lion Holdcos by Cayman 7 in cash pursuant to the Option Agreement, is equal to or exceeds $345 million; and (ii) the CEDC Control Notice Date;
“CEDC Control Notice”	written notice from CEDC to Cayman 5 stating that the provisions of Clause 2.1.3 should apply;
“CEDC Control Notice Date”	the date on which Cayman 5 receives or is deemed to have received a validly served CEDC Control Notice;
“CEDC Director”	each of those Persons appointed as a CEDC Director for the purposes of Schedule 3;
“CEDC Minority Provisions”	the provisions set out in Schedule 2;
“Commitment Letter”	has the meaning given in the Option Agreement;
“Companies Law”	Companies Law (as revised) of the Cayman Islands;
“Competition Authority”	any relevant government, governmental, national, supranational, competition or antitrust body or other authority, in any jurisdiction, which is responsible for applying merger control or other competition or antitrust legislation in such jurisdictions;
“Condition Precedent”	has the meaning given in Clause 2.1.7;
“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 who 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;

3

“Controlling Party”	the Person designated as such pursuant to the provisions of Clause 2;
“Controlling Party Provisions”	the right of the Controlling Party, subject in all cases to the CEDC Minority Provisions or the Cayman 5 Minority Provisions, as the case may be:
	(i)	to appoint or remove any Director to and from the Board;
	(ii)	to direct the management policies of the Group; and
	(iii)	to direct how the votes cast by Ordinary Shareholders at any meetings of the Company are cast pursuant to Clause 2.7,
	and notwithstanding the foregoing, where the provisions of Clause 2.1.5 apply, the rights of the Controlling Party at (i), (ii) and (iii) above shall not be subject to the CEDC Minority Provisions, except paragraph 9(a) of Schedule 2 which shall apply at all times;
“Deed of Adherence”	a deed of adherence to this Agreement in the agreed form attached as Schedule 1;
“Default Control Date”	the earlier of (i) an Enforcement Event; and (ii) the Holdco Call Option Exercise Date;
“Default Governance Provisions”	the provisions set out in Schedule 5;
“Director”	any director of the Company from time to time;
“Distress Situation”	any situation in which a member of the Group is reasonably likely to be unable to meet (or would, unless given financial assistance, be reasonably likely to be unable to meet) its financial liabilities or obligations as they fall due, including without limitation, situations in which the Group member stops or suspends payments of its debts, is unable to pay its debts or meet its obligations as they fall due, or proposes or enters into any negotiations for or in connection with the rescheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties;
“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 the Option Agreement;

4

“Event of Default”	any of the following:
	(i)	a breach of any of the Undertakings, except where Minority Consent was required in order to enable the Controlling Party to comply with such undertaking and having been sought such consent was not given;
	(ii)	the occurrence of a Finance Documents Event of Default; and
	(iii)	taking any action requiring Minority Consent in accordance with the provisions of Schedule 2 or Schedule 4 as the case may be or taking any action in relation to a Board Consent Matter in accordance with the provisions of Schedule 3, in any such case, without having obtained the requisite consent.
“Exit”	has the meaning given in Clause 3.4;
“Exchange Rate”	has the meaning given in the Option Agreement;
“Fair Market Value”	the value that would be paid by a willing buyer to a willing seller at arm’s length in a transaction not involving distress or necessity of either party, determined in good faith by the Board;
“Final Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;
“Final Discharge Date”	has the meaning given in the Option Agreement;
“Finance Documents”	has the meaning given in the Option Agreement;
“Finance Documents Event of Default”	an event of default (however described) under any of the Finance Documents. For the avoidance of doubt, any event or circumstance which does not constitute an event of default under the relevant Finance Document until the expiry of a grace period, the giving of notice, the making of a determination or any combination of the foregoing shall not constitute a Finance Documents Event of Default until the expiry of such grace period, the giving of such notice and/or the making of such determination;
“First Earnout Amount”	has the meaning given in the Original Sale Agreement;
“Fourth Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;
“Fourth Cayman 7 Call Option Exercise Date”	has the meaning given in the Option Agreement;
“Governance Provisions”	the Controlling Party Provisions, the JV Provisions, the CEDC Minority Provisions, the Cayman 5 Minority Provisions and the Default Governance Provisions and any provision of this Agreement designating any Party as the Controlling Party or the Minority Party;
“Group”	the Company and its Subsidiaries from time to time and “member of the Group” and “Group Company” shall be construed accordingly;

5

	for the avoidance of doubt, no Shareholder nor any of their respective Affiliates (other than the Company and the Subsidiaries of the Company) shall be a member of the Group for the purposes of this Agreement;
“Holdco Call Option Exercise Date”	has the meaning given in the Option Agreement;
“Holdco Pledges”	has the meaning given in the Option Agreement;
“Holdco Put Option”	has the meaning given in the Option Agreement;
“Holding Company”	has the meaning given in the definition of “Subsidiary”;
“Indebtedness”	indebtedness for borrowed money or any agreement in respect of indebtedness for borrowed money;
“JV Effective Date”	the date falling 10 days after the later of: (i) the date upon which the aggregate amount of (a) all $ Initial Cash Amounts (excluding the effect of any adjustments pursuant to Clause 8.2 of the Option Agreement) and (b) all € Initial Cash Amounts multiplied by the Exchange Rate, in each case paid to the Lion Holdcos by Cayman 7 in cash pursuant to the Option Agreement, is equal to or exceeds $195 million; and (ii) the JV Notice Date;
“JV Notice”	written notice from CEDC to Cayman 5 stating that the provisions of Clause 2.1.2 should apply;
“JV Notice Date”	the date on which Cayman 5 receives or is deemed to have received a validly served JV Notice;
“JV Provisions”	the provisions set out in Schedule 3;
“Letter of Undertaking”	has the meaning given in the Option Agreement;
“Leverage EBITDA”	has the meaning given to “Lux 1 Group EBITDA” in the Option Agreement;
“Leverage Indebtedness”	has the meaning given to “Indebtedness” in the Option Agreement;
“Leverage Ratio”	Normalised Leverage Indebtedness divided by Leverage EBITDA for the most recently completed financial year;
“Limited Partnership Agreement”	shall have the meaning given in the Option Agreement;
“Lion Capital”	Lion Capital LLP, an English limited liability partnership whose registered office is at 21 Grosvenor Place, London SW1X 7HF;
“Lion Capital Management Entity”	any of Lion Capital, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP, Lion/Latimer GP II (Guernsey) Limited, Lion/Rally Cayman 8 and Lion/Rally Cayman 9;
“Lion Director”	each of those Persons appointed as a Lion Director for the purposes of Schedule 3;

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“Lion Holdcos”	Cayman 4 and Cayman 5;
“Lion Party” or “Lion Parties”	the Lion Holdcos and, upon completion of any Transfer by the Lion Holdcos or a Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;
“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 3”	Lion/Rally Lux 3, company number B139.054, a société à responsibilité limitée incorporated in Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-M31 Luxembourg;
“Lux 1 Shareholders Agreement”	the shareholders agreement dated 9 July 2008 between Lion/Rally Cayman 2, the Initial Seller Parties (as defined therein), Lux 1 and Lion Capital (Guernsey) Limited, as may be amended from time to time;
“Minority Consent”	for the purposes of Schedule 2, the consent in writing of CEDC and for the purposes of Schedule 4, the consent in writing of Cayman 5;
“Minority Party”	the Person designated as such pursuant to the provisions of Clause 2;
“M&O Fee”	a fee payable to Lion Capital (or an Affiliate thereof) in relation to monitoring, oversight and management of the interests of the Lion Holdcos in the Group, or to CEDC in respect of the services of its representatives on the Board and/or the Operating Board;
“Net Working Capital Facilities”	the Revolving Facility and any other credit facilities entered into and utilised principally for the purpose of financing the Group’s working capital requirements;
“Normalised Leverage Indebtedness”	Leverage Indebtedness; plus Normalised Working Capital; minus Working Capital, in each case on the relevant date;
“Normalised Working Capital”	has the meaning given in the Option Agreement;
“Note Purchase and Share Subscription Agreement”	has the meaning given in the Option Agreement;
“Operating Board”	the board of directors of Russian Alcohol Group or such other Group Company as the Parties (acting reasonably) may agree from time to time;
“Option Agreement”	the Option Agreement dated on or around the date of this Agreement relating to Shares in the Company and made between Cayman 4, Cayman 5, Cayman 7, and CEDC;
“Original Sale Agreement”	has the meaning given in the Option Agreement;

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“Ordinary Shareholder”	a holder of Ordinary Shares;
“Ordinary Shares”	the A Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Original Advisory Agreements”	(i) the monitoring and oversight agreement concerning the Russian Alcohol Group dated 8 July 2008 made between (1) Pasalba Limited and (2) Lion Capital; and (ii) the corporate finance advisory agreement concerning the Russian Alcohol Group dated 8 July 2008 made between (1) Pasalba Limited and (2) Lion Capital;
“Parties”	the parties to this Agreement from time to time including successors in title, permitted assignees and Permitted Transferees, provided that any such Person first executes a Deed of Adherence;
“Permitted Transferee”	(i)	in respect of a Lion Party:
		(A)	any Lion Capital Management Entity; or
		(B)	any Affiliate of any Lion Capital Management Entity;
	(ii)	in respect of any other Shareholder, any Affiliate of such Shareholder;
“Person”	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 preference shares with a nominal value of $1 each in the capital of the Company;
“Preferred Shareholder”	a holder of Preference Shares;
“Prohibited Person”	(i)	any Person appearing on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury as set out on the US Department of Treasury’s Office of Foreign Assets Control at the following URL:
		http:/www.treasury.gov/offices/enforcement/ofac/Index.html; or
	(ii)	any other Person with whom a transaction is prohibited by Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Treasury Department, in each case as amended from time to time; or
	(iii)	any other Person whom Cayman 5 from time to time (acting reasonably) considers would create a material reputational risk for the Company or any of its Affiliates or any co-investors in the Company or its respective Affiliates;

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“Registration Rights Agreement”	has the meaning given in the Option Agreement;
“Related Party Transaction”	any transaction between a member of the Group and the Controlling Party (from time to time) or any Affiliate thereof (other than a member of the Group) which creates an actual or potential liability of the Group in favour of such Controlling Party (or any Affiliate thereof), or vice versa;
“Revolving Facility”	has the meaning given in the Senior Facilities Agreement;
“Russian Alcohol Group”	Joint Stock Company “Russian Alcohol Group”, a company incorporated in Russia;
“Second Earnout Amount”	has the meaning given in the Original Sale Agreement;
“Security Impairment Event”	has the meaning given in the Option Agreement;
“Sellers’ Put Option”	the Put Option (as defined in the Lux 1 Shareholders Agreement);
“Senior Facilities Agreement”	the agreement between among others Pasalba Limited (as borrower) and Raiffeisen Zentralbank Osterreich AG (as lender), dated 10 July 2008 as amended from time to time;
“Senior Management”	the Chairman; the Chief Executive Officer; the Chief Operating Officer; the Chief Financial Officer; the Commercial/Sales Director; the Marketing Director; and the Human Resources Director, in each case of the group of companies of which Pasalba Limited is the parent company;
“Shareholders”	collectively, Cayman 7 and the Lion Parties, and each other Person to which Shares are Transferred or issued in accordance with the terms of this Agreement and which becomes a party to this Agreement by executing a Deed of Adherence, and “Shareholder” means any of them;
“Shares”	the Ordinary Shares and the Preference Shares and any and all shares and interests into which these shares may be exchanged or converted by change of legal form, merger or otherwise, or which may be issued by capital increase of the Company;
“Specified Event”	(i)	an event of default (however described) or a mandatory prepayment obligation under any of the Finance Documents or any event or circumstance which would (with the expiry of a grace period or the giving of notice, the making of a determination or any combination of the foregoing) give rise to an event of default or a mandatory prepayment obligation, in each case to the extent that such Finance Document remains in effect or the borrowings thereunder remain undischarged;
	(ii)	an obligation on Pasalba Limited to make any payment under Sections 2.2.2.12 or 2.2.2.13 of the Original Sale Agreement; or

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	(iii)	the Vendor Loan Notes becoming repayable in accordance with their terms;
“Subsidiary”		in relation to any Person (a “Holding Company”), any other Person directly or indirectly Controlled by that Holding Company;
“Third Cayman 7 Call Option”		has the meaning given in the Option Agreement;
“Transaction Documents”		this Agreement, the Pledges, the Commitment Letter, the Letter of Undertaking, the Warrant Instruments, the Note Purchase Agreement and Share Subscription Agreement, the Registration Rights Agreement, the Limited Partnership Agreement and the Option Agreement, and “Transaction Document” means any of them;
“Transfer”		has the meaning given in Clause 4;
“Undertakings”		the undertakings set out in Clause 2.1.8 given by the Controlling Party from time to time;
“Vendor Loan Notes”		the loan notes issued pursuant to an instrument dated 9 July 2008 made by Lion/Rally Lux 2 S.à r.l and Lion/Rally Lux 3 S.à r.l constituting $35,500,000 Series A Unsecured Subordinated Loan Notes and Series B Unsecured Subordinated Loan Notes (and including, for the avoidance of doubt, any additional such notes issued pursuant to the terms of that instrument);
“Warrant Instruments”		has the meaning given in the Option Agreement; and
“Working Capital”		has the meaning given in the Option Agreement.

1.2 In this Agreement, save where the context otherwise requires:

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 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.2.5 a reference to a specific Transaction Document is a reference to that document as amended, varied, novated, supplemented or replaced from time to time (otherwise than in breach of the provisions of this Agreement);

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

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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; and

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

1.3 Unless expressly provided to the contrary, covenants and undertakings in this Agreement which are given by more than one Party are deemed to have been given severally and not jointly or jointly and severally, provided that covenants and undertakings of the Lion Parties are unless expressly provided to the contrary given on a joint and several basis.

1.4 Any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and a reference to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction.

1.5 Save where otherwise expressly provided in this Agreement, references to any approval or consent to be given, or any action to be taken, by the Lion Parties shall mean the approval or consent given, or action taken, by or on behalf of those Lion Parties holding shares representing more than 50 per cent. of the aggregate voting rights held by all of the Lion Parties.

1.6 A procuring obligation, where used in the context of the Shareholders (or any one or more of them) means that each relevant Shareholder undertakes to exercise any and all powers and rights vested in him from time to time in his capacity as a Shareholder and any influence over any Director which was appointed following nomination by that Shareholder, or otherwise in or of the Company or any other member of the Group or other entity (as relevant), to ensure compliance with that obligation so far as he is (legally) able to do so.

1.7 Where under this Agreement any provisions are stated to apply in relation to the operation, governance and/or control of the Company (including, without limitation, the Governance Provisions and the provisions of Clause 7), the Company (in so far as it is lawfully able to do so) and the Shareholders shall procure that such provisions apply.

2 CONTROL OF THE COMPANY

2.1 The parties agree that the Company shall be controlled as follows:

2.1.1 Lion Control

From the date of this Agreement and subject to Clause 2.7, Cayman 5 shall be the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall be the Minority Party and the CEDC Minority Provisions shall apply, and no other Governance Provisions shall apply.

2.1.2 JV Control

Subject to the Condition Precedent having been satisfied, from the JV Effective Date, the JV Provisions shall apply, and no other Governance Provisions shall apply.

2.1.3 CEDC Control

Subject to the Condition Precedent having been satisfied, from the CEDC Control Effective Date, CEDC shall be the Controlling Party and the Controlling Party

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Provisions shall apply, Cayman 5 shall be the Minority Party and the Cayman 5 Minority Provisions shall apply, and no other Governance Provisions shall apply.

2.1.4 Events of Default

During the period from the date of this Agreement until the Default Control Date, upon the occurrence of an Event of Default (and, in the case of items (i) and (iii) of the definition of such term, if capable of remedy which has not been remedied within 45 days of the date of occurrence):

(a) if at the time of the Event of Default the Controlling Party is Cayman 5, CEDC shall have the right, subject to the Condition Precedent having been satisfied, to require that the JV Provisions shall apply by serving a JV Notice (in which event no other Governance Provisions shall apply); or

(b) if at the time of the Event of Default the JV Provisions apply, Cayman 5 shall immediately become the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall become the Minority Party and the CEDC Minority Provisions shall apply, and neither the Cayman 5 Minority Provisions nor the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary; or

(c) if at the time of the Event of Default the Controlling Party is CEDC, Cayman 5 shall immediately become the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall become the Minority Party and the CEDC Minority Provisions shall apply, and neither the Cayman 5 Minority Provisions nor the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary.

2.1.5 CEDC insolvency

If, at any time:

(a) CEDC is unable or admits inability to pay its material debts as they fall due or declared to be unable to pay its debts under applicable law;

(b) a moratorium is declared in respect of any material Indebtedness of CEDC; or

(c) any legal proceedings are taken in relation to:

(i) the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, or administration (by way of insolvent scheme of arrangement or otherwise) of CEDC;

(ii) a composition, compromise, assignment or arrangement with any creditor of CEDC;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of CEDC or any of its assets; or

(iv) the enforcement of security over any material assets of CEDC, or any analogous procedure or step to any of the above is taken in any jurisdiction,

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and in relation only to paragraph (c) above, any such corporate action, legal proceedings or other procedure or step is not stayed or dismissed within 30 Business Days of commencement or, if earlier, the date on which it is advertised, then notwithstanding any other provision of this Agreement, at all times following and during that time Cayman 5 shall be the Controlling Party and the Controlling Party Provisions shall apply and none of the other Governance Provisions shall apply, except for paragraph 9(a) of the CEDC Minority Provisions.

2.1.6 Default Control

On the Default Control Date, Cayman 5 shall immediately become the Controlling Party (if it is not already the Controlling Party) and the Controlling Party Provisions and the Default Governance Provisions shall apply. After the Default Control Date, none of the CEDC Minority Provisions, the Cayman 5 Minority Provisions or the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary.

2.1.7 Condition Precedent

For the purposes of this Clause 2, the “Condition Precedent” is:

Antitrust Approvals for the possession by CEDC of its rights under the relevant provision(s) of this Clause 2 and the Schedules having been obtained in accordance with the provisions of Clause 3, if required.

2.1.8 Undertakings

(a) At all times prior to the Default Control Date, the Controlling Party (and at such times that there is no Controlling Party, the Company) from time to time undertakes to the Minority Party (and at such times that there is no Minority Party, the Parties) from time to time to use its reasonable endeavours to procure that each member of the Group (as applicable):

(i) operates in material compliance with all applicable laws and regulations and in the ordinary course of business in a manner substantially consistent with that carried on in the 12 months prior to the date of this Agreement;

(ii) completes and files, in a timely fashion, all necessary tax returns and pays all applicable taxes unless the relevant member of the Group reasonably believes that the non-payment of such taxes is in the best interests of the Group;

(iii) maintains and protects material intellectual property owned or used by the Group in any market which, is, or is reasonably likely to become, material to the operations of the Group;

(iv) maintains appropriate insurance cover for the Group’s operations in line with market practice;

(v) operates in such a manner as to maintain the tax residency of each member of the Group as at the date of this Agreement;

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(vi) adheres to the material terms of all material contracts;

(vii) maintains the reasonable upkeep of, and control over, all material fixed assets of the Group;

2.1.9 At all times prior to the Default Control Date, CEDC undertakes, for so long as it is the Controlling Party, that neither it nor any of its Affiliates shall take any action which is taken with the intention of being materially prejudicial to (i) the ability of the Lion Parties to enforce any security right or interest granted to them pursuant to or in connection with the Transaction Documents; or (ii) the value of the assets pledged to the Lion Holdcos pursuant to the Cayman 7 Pledge; and

2.1.10 At all times prior to the Default Control Date, Cayman 5 undertakes, for so long as it is the Controlling Party, that neither it nor any of its Affiliates shall take any action which is taken with the intention of being materially prejudicial to (i) the ability of Cayman 7 to enforce any security right or interest granted to it pursuant to or in connection with the Transaction Documents; or (ii) the value of the assets pledged to Cayman 7 pursuant to the Holdco Pledge.

2.2 The Company undertakes to each of the Lion Parties (for themselves and as trustee for each of their Affiliates) to indemnify the Lion Parties and each of their Affiliates against any damages, costs, fines, penalties or other losses suffered or incurred by any of them as a result of any provision of this Agreement or the exercise by any of the Parties of any right pursuant to this Agreement resulting in any breach of any applicable law or regulation relating to competition or anti-trust.

2.3 The Company undertakes to CEDC (for itself and as trustee for each of their Affiliates) to indemnify CEDC and each of its Affiliates against any damages, costs, fines, penalties or other losses suffered or incurred by any of them as a result of the breach of any applicable law or regulation relating to competition or anti-trust where such breach arises as a result of the operation of Clauses 2.1.4(b), 2.1.4(c), 2.4 or 2.5, and where such breach arises as a result of the operation of Clauses 2.4 and 2.5 such indemnification by the Company will be limited in all cases to a maximum aggregate amount of $15 million.

2.4 Notwithstanding any other provision of this Agreement, no particular element of any Governance Provision shall apply at any time when a Specified Event would be reasonably likely to occur as a consequence of the application of that element; provided that nothing in this Clause 2.4 shall limit any of CEDC’s rights pursuant to paragraph 9(a) of Schedule 2, paragraph 1.8 of Schedule 3, paragraph 7 of Schedule 4 or paragraph 5.2 of Schedule 5. For these purposes, where a Specified Event would be reasonably likely to occur as a consequence of the application of two or more elements of a Governance Provision, none of such elements shall apply.

2.5 Subject to any applicable legal or regulatory requirements, CEDC shall immediately notify the Lion Holdcos upon it becoming aware of the occurrence of any event which makes it reasonably apparent that the provisions of Clause 2.4 will apply at any time within the following 60 days. Immediately upon such notification, the provisions of Clause 2.4 shall apply in relation to the relevant element(s) of the relevant Governance Provision(s) until such time as a Specified Event would not be reasonably likely to occur as a consequence of the application of the relevant elements of the relevant Governance Provision(s).

2.6 The Lion Parties shall, at the request of CEDC, use their reasonable endeavours to procure a waiver of any relevant provisions contained in any of the Finance Documents to the extent that such waiver will prevent the application of any of the Governance Provisions giving rise to a Specified Event, provided that members of the Group shall not be obliged to pay any

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costs or fees in aggregate exceeding $500,000 in relation to obtaining any such waiver save to the extent that CEDC shall, through the subscription of additional partnership interests in Cayman 7, have funded such fees by the subscription of shares in the Company.

2.7 Subject always to the provisions of Schedule 2 and Schedule 4 (as applicable), each of the Ordinary Shareholders hereby undertakes to vote its Ordinary Shares in accordance with the directions of the Controlling Party.

3 ANTITRUST APPROVAL

3.1 If the approval or clearance of, or notification to, one or more Competition Authorities (each an “Antitrust Approval”) is in the reasonable opinion of any of the Parties required to give effect (from time to time) to the exercise by CEDC of its rights under the JV Provisions, or to enable CEDC to become the Controlling Party, or the Parties otherwise agree to seek Antitrust Approval, the Parties undertake (subject always to Clause 3.3) to each other to use their best efforts to obtain each such Antitrust Approval as soon as reasonably practicable following (i) in relation to the JV Provisions, the JV Notice Date or (ii) in relation to CEDC becoming the Controlling Party, the earlier of:

3.1.1 the later of:

(a) the date falling eight months prior to the date falling 95 days after the Fourth Cayman 7 Call Option Exercise Date; and

(b) the earliest date on which the relevant Antitrust Approval could be sought and reasonably be expected to remain valid on the Fourth Cayman 7 Call Option Completion Date; and

3.1.2 the CEDC Control Notice Date.

The JV Effective Date or the CEDC Control Effective Date (as the case may be) shall not occur until at least five days after such Antitrust Approval has been obtained (or, where more than one Antitrust Approval is required, until at least five days after the last of such Antitrust Approvals is obtained). Each Party shall inform the other on the next Business Day after having received the relevant Antitrust Approval or of being informed that the relevant Antitrust Approval has been denied.

3.2 The Lion Parties shall provide CEDC, CEDC shall provide the Lion Parties and the Company shall provide CEDC and the Lion Parties with all information relating to obtaining each Antitrust Approval as the Lion Parties or CEDC (as applicable), acting reasonably, may request.

3.3 Without prejudice to the provisions of Clause 3.1, if an Antitrust Approval will only be granted subject to, or following the application of, certain commitments, conditions, obligations, measures, undertakings and/or modifications (each, a “Commitment”), CEDC and the Lion Parties undertake to each other to comply with those Commitments necessary to obtain such Antitrust Approval and hereby agree that, to the extent that such Commitments require the disposal of any asset, or if it appears to the Parties, acting reasonably, that such Antitrust Approval shall be given if the disposal of an asset is offered or made, the Parties shall, to the extent possible, and to the extent that each is able to do so, manage the disposal of assets in accordance with the following order of priority:

3.3.1 first, the Company shall procure that members of the Group shall dispose of such assets as are necessary to obtain such Antitrust Approval provided always that in no circumstances shall it be required to procure the disposal of the assets comprising the “Green Mark” and/or “Zhuravli” brands of vodka;

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3.3.2 second, and subject always to the provisions of Clause 3.5, if and to the extent that, following the date of this Agreement, the Lion Parties have acquired any or all of the assets that have been described in a letter from the Lion Holdcos to CEDC dated 24 April 2009 and any other assets acquired with such assets or in related transactions (together the “Potential Assets”), the Lion Parties shall dispose of such of the Potential Assets as are necessary to obtain such Antitrust Approval;

3.3.3 third, if and to the extent that, following the date of this Agreement, CEDC or any Affiliate of CEDC has acquired any assets, CEDC shall dispose of (or shall procure the disposal of) such of those assets as are necessary to obtain such Antitrust Approval; and

3.3.4 fourth, and subject always to the provisions of Clause 3.5, the Lion Parties shall dispose of (or shall procure the disposal of) such assets as are necessary to obtain such Antitrust Approval,

provided always that in each case, any such disposal shall be limited to the minimum amount required to obtain such Antitrust Approval. Any such disposal required to be made shall be made within 180 days of the date upon which it is finally determined that such disposal is required. Clause 3.1 shall not require the disposal of assets by any Person save as set out in this Clause 3.3.

3.4 If, following the disposal, or offer to dispose of, all of the assets referred to in Clause 3.3, the relevant Antitrust Approval is not granted, the Parties agree that CEDC and the Lion Parties shall use their best endeavours to agree upon and to implement a structure to realise their investment in the Company either by way of sale or initial public offering (an “Exit”). If Cayman 5 is the Controlling Party at such time, it shall, to the extent permitted by law, consult with, and take into account all reasonable requests of, CEDC in connection with effecting an Exit.

3.5 In circumstances where Clause 3.3.2 or Clause 3.3.4 apply, the Lion Parties shall have the right (but not the obligation) to surrender any of their governance rights hereunder if it becomes apparent to the Lion Parties, acting reasonably, that the relevant Antitrust Approval would be, or would be reasonably likely to be, obtained as a result of such surrender and if and to the extent that such Antitrust Approval is so obtained, the Lion Parties shall not be required to comply with Clauses 3.3.2 or Clause 3.3.4, but provided always that such surrender shall not constitute or trigger a Specified Event.

3.6 CEDC agrees that it shall not be entitled to exercise its rights under paragraph 5 and 6 of Schedule 2 until such time as:

3.6.1 the European Commission has made a decision that: (i) the transactions contemplated by this Agreement or the Transaction Documents do not fall within the scope of Council Regulation (EC) No. 139/2004 (the “EC Merger Regulation”) under Article 6(1)(a) of the EC Merger Regulation; (ii) the transactions contemplated by this Agreement are compatible with the Common Market pursuant to Article 6(1)(b) of the EC Merger Regulation (or being deemed to have done so pursuant to Article 10(6) of the EC Merger Regulation);

3.6.2 approval from the Antimonopoly Committee of Ukraine has been duly obtained in relation to the exercise of the rights under paragraphs 5 and 6 of Schedule 2; or

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3.6.3 in so far as the transactions contemplated by this Agreement are required to be notified to the Competition Authority of any other jurisdictions such that, without such notification or clearance, the exercise of the rights under paragraphs 5 and 6 of Schedule 2 would be unlawful or otherwise prohibited, all relevant consents and approvals have been received, and

CEDC undertakes to the others Parties to use its best endeavours to obtain such Antitrust Approvals as required under Clauses 3.6.1 to 3.6.3 as soon as practicable.

4 RESTRICTIONS ON DEALINGS WITH SECURITIES

4.1 Save as provided for under the Default Governance Provisions or as otherwise required or expressly permitted pursuant to the provisions of the Transaction Documents, from the date of this Agreement, no Shareholder may, directly or indirectly, sell, assign, transfer, offer, grant a participation in, mortgage, pledge, hypothecate, create a security interest in or lien upon, encumber, donate, contribute, place in trust, enter into any voting agreement in respect of, or otherwise dispose of or create or allow to be created an Encumbrance over (collectively, “Transfer”) any of its Shares or the legal or beneficial interest therein without the consent of all Parties.

4.2 Notwithstanding any other provision of this Agreement, no Transfer of any Shares may be made by any Shareholder to a Prohibited Person.

4.3 In the event of any Transfer in accordance with this Clause 4, each relevant Party undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable legal requirements. To the extent that any Transfer contemplated or permitted in this Clause 4 requires the approval of any of the Parties pursuant to any law, or any provisions of the Articles or other constitutional documents, each of the relevant Parties shall, forthwith upon request, and to the extent that it is able to do so, provide, or procure the provision of, the necessary consent and shall sign or vote (or procure such signature or vote) in favour of any shareholder resolutions in connection therewith.

5 COMPLETION OF TRANSFERS

5.1 General

In connection with the completion of any Transfer of Shares under this Agreement, the transferee (unless an existing Party to this Agreement) shall deliver to the Company and the Shareholders notice of such Transfer, including fully executed copies of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Agreement, including a duly executed Deed of Adherence if required pursuant to Clause 12.

5.2 Encumbrances

Where this Clause 5 applies to the Transfer of any Share, each shall be transferred free of Encumbrances and with all rights attaching thereto (other than any restrictions on Transfer arising under the Transaction Documents).

5.3 Power of Attorney

5.3.1 Each of the Parties (other than the Lion Parties) hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under this Agreement) appoints, with effect from the Default Control Date, any

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Director nominated for that purpose by the Lion Parties as its attorney to execute and do in its name or otherwise and on its behalf all documents, acts and things which the attorney shall in its absolute discretion consider necessary or desirable in order to implement the obligations of that Party (if not satisfied) under Clause 4, to the extent that the Party is in default of its obligations under such Clause.

5.3.2 Each Shareholder undertakes to ratify whatever any Director as its attorney shall lawfully do or cause to be done in accordance with the power of attorney set out in Clause 5.3.1 and to indemnify and keep indemnified such attorney from all claims, costs, expenses, damages and losses which the attorney may suffer as a result of the lawful exercise by him of the powers conferred on him under such power of attorney.

5.3.3 If a Transfer of Shares is executed on behalf of a Shareholder under the power of attorney set out in Clause 5.3.1:

(a) the Company may receive the purchase money in trust for that Shareholder and the receipt of the Company for the purchase money shall be a good discharge for the purchaser, who shall not be bound to see to the application of the purchase money;

(b) the Company shall cause the purchaser to be registered as a holder of the relevant Shares; and

(c) once registration has taken place in purported exercise of the power of attorney set out in Clause 5.3.1, the validity of the proceedings shall not be questioned by any Person; and the relevant Shareholder shall be bound to deliver up any documentation required by the Company in connection with the Transfer and on its delivery shall be entitled to receive the purchase money in respect thereof.

5.4 Effect of Void Transfers

In the event of any purported Transfer in violation of the provisions of this Agreement, such purported Transfer shall be void and of no effect, the purported transferee shall have no rights or privileges in or with respect to such Shares or this Agreement, and no effect will be given to any such purported Transfer or entry related thereto made in the records of the Company, to the extent permitted by applicable law.

6 CONDUCT OF THE COMPANY

The Company undertakes, and the Parties shall procure that the Company undertakes: (i) to act only as a holding company; (ii) not to undertake any trading activity; (iii) not to incur any Indebtedness; (iv) to the fullest extent permitted by the laws of the Cayman Islands, to distribute to Shareholders any material assets whether cash or non-cash (but excluding the assets of Russian Alcohol Group or the shares or other participations in vehicles through which those assets are held), received by the Company, as soon as reasonably practicable and in any event within ten days of receipt of the same.

7 BOARD OF DIRECTORS

7.1 The Company or a member of the Group shall reimburse and pay to each Director any travelling, hotel or other out-of-pocket expenses which the Director may reasonably incur in the performance of his duties), which shall be payable in arrears periodically upon demand, but no more than once per calendar month.

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7.2 The Company or a member of the Group shall take out and maintain in force, for the duration of their appointment, a policy of insurance for Directors serving on the Board in relation to directors’ liabilities, covering such matters and on such terms and conditions as the Lion Parties shall reasonably require.

7.3 Each Director shall be entitled to appoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them.

7.4 Each Director and any proxy appointed pursuant to Clause 7.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Group and its business as he thinks fit to the extent that such disclosure would not violate any contractual, fiduciary or other obligation.

7.5 All matters to be determined at meetings of the Board and any committees thereof shall be determined by a majority of votes cast.

7.6 Each Director of the Company and any committee thereof shall be entitled to one vote and, in the case of an equality of votes, no Person, including without limitation the Chairman of the Board, shall have a second or casting vote.

7.7 Any meeting of the Board or any committee thereof may consist of a conference call between Directors, some or all of whom are in different places provided that each Director who participates in the meeting is able:

7.7.1 to hear each of the other participating Directors addressing the meeting; and

7.7.2 if he so wishes, to address each of the other participating Directors simultaneously,

whether directly, by conference telephone or by any other form of communication equipment or by a combination of such methods. A meeting held in this way shall be deemed to take place at the place where the largest group of Directors is assembled or, if no such group is readily identifiable, at the place from where the Chairman of the meeting participates at the start of the meeting.

7.8 A resolution or other consent executed or approved in writing by all of the Directors who would have been entitled to vote thereon had the same been proposed at a meeting of the relevant Board which such Directors had attended shall be as valid and effective for all purposes as a resolution passed at a meeting of a Board duly convened and held and may consist of several documents in the like form, each signed by one or more of the Directors.

7.9 The Company will procure that Clauses 7.1 to 7.8 shall apply, mutatis mutandis, to the operation of the Operating Board.

7.10 The Parties agree that:

7.10.1 a meeting of the Board shall be convened and held at least once every 12 months;

7.10.2 a meeting of the Operating Board shall be convened and held at least once every three months;

7.10.3 all significant matters relating to the management and operations and business of the Group shall be discussed at meetings of and/or decided by the Operating Board;

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7.10.4 unless otherwise agreed between all the Directors, there shall be given to each of the Directors of the Company and the members of the Operating Board not less than five Business Days’ prior written notice of any meeting of the Board of the Company and of the Operating Board, as the case may be, and every such notice shall be accompanied by a written agenda specifying the business of such meeting and copies of all papers that shall be relevant for such meeting;

7.10.5 in addition to any directors and observers which Cayman 5 may be otherwise entitled to appoint to the Board or Operating Board from time to time, for so long as Cayman 5 is entitled to appoint any Director, Cayman 5 shall be entitled to appoint one representative from each of UFG Private Equity and Goldman Sachs ESSG to be an observer, entitled to attend (but not vote at) all meetings of the Operating Board and to receive all materials relating to meetings of the Operating Board.

8 MONITORING FEES

8.1 For so long as Cayman 5 is the Controlling Party, during such time as the JV Provisions apply, and at all times following the Default Control Date, the Company shall pay or cause a member of the Group to pay an M&O Fee to Lion Capital (or any Affiliate thereof). The amount of the M&O Fee paid to Lion Capital (or any Affiliate thereof) in respect of such period shall not exceed, in any financial year, the aggregate of (a) 1.25% of budgeted EBITDA for the Group for that financial year, calculated on a pro rata basis according to the proportion of the financial year which has elapsed during such period; and (b) any out of pocket expenses reasonably incurred in provision of the services in relation to which the M&O Fee is paid, provided that, to the extent that any portion of the M&O Fee cannot be paid by a member of the Group without a member of the Group breaching a provision of the Finance Documents (and that portion cannot be paid by any other member(s) of the Group without a member of the Group breaching a provision of the Finance Documents), such portion of the M&O Fee shall not be required to be paid. Any amounts paid as expenses shall be paid to (or at the direction of) the Person claiming the expense.

8.2 Subject to the provisions of Clause 8.1, from the CEDC Control Effective Date until the Final Discharge Date the Company shall pay or cause a member of the Group to pay to Lion Capital (or an Affiliate thereof) and CEDC (or an Affiliate thereof) an M&O Fee. The amount of the M&O Fee paid in respect of such period shall be equal to the aggregate of (a) 1.25% of budgeted EBITDA for the Group for each financial year, calculated on a pro rata basis according to the proportion of the financial year which has elapsed during such period; and (b) any out of pocket expenses reasonably incurred in provision of the services in relation to which the M&O Fee is paid, provided that, to the extent that any portion of the M&O Fee cannot be paid by a member of the Group without a member of the Group breaching a provision of the Finance Documents (and that portion cannot be paid by any other member(s) of the Group without a member of the Group breaching a provision of the Finance Documents), such portion of the M&O Fee shall not be required to be paid. To the extent that an M&O Fee is paid, Lion Capital (or its designated Affiliate) and CEDC (or its designated Affiliate) shall each receive one half of such M&O Fee, excluding any out of pocket expenses referred to at (b) above. Any amounts paid as expenses shall be paid to (or at the direction of) the Person claiming the expense.

9 NON-SOLICITATION

9.1 For so long as any Lion Party is a Party to this Agreement and for a period of two years from the first date on which no Lion Party is a Party to this Agreement (the “Lion Cessation Date”), no Lion Party will, on its own account or on account of another Lion Party, entice or attempt to entice away from their employment or employ or attempt to employ any Person

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who, in the period between the date of this Agreement and the Lion Cessation Date, was an officer or an employee of a Group company, CEDC or an Affiliate of CEDC, in each case who was engaged in managerial work.

9.2 Until the earlier of:

9.2.1 two years following the Final Discharge Date; and

9.2.2 the Final Cayman 7 Call Option Completion Date,

(the “CEDC Cessation Date”), CEDC will not, on its own account or on account of any Affiliate of CEDC, entice or attempt to entice away from their employment or employ or attempt to employ any Person who, in the period between the date of this Agreement and the CEDC Cessation Date, was an officer or an employee of a Group company, a Lion Party or an Affiliate of any Lion Party, and in each case who was engaged in managerial work.

10 LIMITED PARTNERSHIP AGREEMENT

10.1 CEDC undertakes to Cayman 5 that it shall comply in a timely manner with its obligations under the Limited Partnership Agreement.

10.2 The General Partner undertakes to CEDC that it shall comply in a timely manner with its obligations under the Limited Partnership Agreement.

11 SELLERS’ PUT OPTION

CEDC undertakes that, in the event the Sellers’ Put Option is validly exercised, CEDC shall provide to Cayman 7, through the subscription of partnership interests in Cayman 7, with an amount in cash equal to the amount required to be paid by Lux 1 in relation to such exercise which Cayman 7 shall use to subscribe for ordinary shares and convertible preferred equity certificates (CPECs) in Lux 1.

12 DEED OF ADHERENCE

12.1 Subject to the provisions of Clause 12.2, no Transfer or allotment of any Shares shall be made unless the transferee or allottee shall have first executed a Deed of Adherence and such Deed shall have been delivered to the Company at its registered office and to the Shareholders.

12.2 No Deed of Adherence need be executed if the transferee or allottee, as the case may be, is already a Party to this Agreement (in the same capacity as that in which the transferor is a Party in respect of the Shares in question).

12.3 Each Party acknowledges and agrees that, upon the transferee or allottee duly executing a Deed of Adherence, such Person shall become a Party to this Agreement in accordance with the terms of that Deed of Adherence.

13 TERMINATION

13.1 This Agreement shall terminate (as between the Parties hereto) and be of no further force or effect upon the earliest of the following:

13.1.1 the written agreement of the Parties;

13.1.2 the Company going into liquidation whether voluntary or compulsory (other than for the purpose of an amalgamation or reconstruction approved by all the Parties);

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13.1.3 the date on which the Outstanding Consideration (as defined in the Option Agreement) is paid in cash in full in accordance with the terms of the Option Agreement provided, however, that such payment occurs prior to the Holdco Call Option Exercise Date;

13.1.4 the Final Cayman 7 Call Option Completion Date.

13.2 On termination of this Agreement, Clauses 9 (Non Solicitation and Non-Compete), 13 (Termination), and 22 (Rights of Third Parties and no Recourse) to 26 (Governing Law) shall survive and continue in full force and effect, but all other rights and obligations of the Parties shall cease immediately. Termination does not affect the Parties’ accrued rights and obligations as at termination.

13.3 Subject to the provisions listed in Clause 13.2 which shall continue to apply to such Shareholder, if after the Default Control Date any one Shareholder ceases to hold any Shares in accordance with the terms of this Agreement, this Agreement shall cease to apply to such Shareholder (and if such Shareholder is Cayman 7, also to CEDC), and such Shareholder (and if such Shareholder is Cayman 7, also to CEDC) shall cease to enjoy the benefit of any provision of this Agreement, from the date it ceases to hold such securities but without prejudice to any rights, obligations or liabilities which may have accrued prior to the date on which such Shareholder ceased to hold any such securities. For the avoidance of doubt, any Party which at the Default Control Date does not hold Shares will not cease to be a Party by reason of the preceding sentence unless after the Default Control Date, it acquires Shares and subsequently disposes of its entire holding of Shares.

13.4 Termination of this Agreement shall not affect the terms of any agreement entered into between the Parties, or any successor of either of them holding Shares which replaces this Agreement.

13.5 References in this Agreement to any Person ceasing to be a Party to this Agreement shall mean this Agreement ceasing to apply to such Person in accordance with Clause 13.3 or this Agreement terminating pursuant to Clause 13.1

14 TAX AND VCOC

14.1 For the purposes of this Clause 14, “Code” means the United States Internal Revenue Code of 1986, as amended, and any statute successor thereto.

Certain Tax Matters

14.1.1 The Parties agree that the “check the box” elections have been made, or will promptly upon execution of this Agreement be made, by those related entities set out in Schedule 6 and the Parties will not change or modify or procure the change or modification of the “check the box” elections or make any additional elections for US Tax purposes without the other Parties’ prior written approval, not to be unreasonably withheld or delayed.

14.1.2 The Parties intend that the Company shall be treated as a partnership for US tax purposes and no Party shall treat or elect to treat the Company in any other manner for US tax purposes without the consent of the other Parties, such consent not to be unreasonably withheld.

14.1.3 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to any Shareholder (“Tax Advances”), the Company may withhold such amounts and make such tax payments as so required. All Tax

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Advances made on behalf of any Shareholder shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Shareholder or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Shareholder. If a distribution to a Shareholder is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Shareholder shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Shareholder hereby agrees to indemnify and hold harmless the Company and the other Shareholders from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such other Shareholder.

14.2 Certain VCOC Matters

14.2.1 For so long as any Lion Party seeks to qualify as a VCOC Shareholder (as the term is defined in Clause14.2.2 below), such Party shall be entitled individually to nominate at least one of the Persons to the Board to be nominated by that Lion Party. The Parties acknowledge that, on the date hereof, the Lion Holdcos are VCOC Shareholders.

14.2.2 The Company hereby agrees that for so long as any Shareholder or one of its Affiliates is a “venture capital operating company” (such Shareholder or Affiliate, a “VCOC Shareholder”), as defined in the regulations promulgated under the United States Employee Retirement Income Security Act of 1974, as amended, by the United States Department of Labor (the “Plan Asset Regulations”), and such VCOC Shareholder continues to hold, directly or indirectly, any Shares (or other securities of the Company into which such Shares may be converted or for which such Shares may be exchanged), without limitation on, or prejudice to, any of the other rights provided to the VCOC Shareholder under this Agreement or applicable law, the Company shall provide to such VCOC Shareholder or its designated representative:

(a) such information and consultation rights and other assistance as such VCOC Shareholder may require to preserve its direct or indirect interest in the Company qualifying as a “Venture Capital Investment” (within the meaning of the Plan Asset Regulations) and, in connection with an Exit, such distribution of securities held directly or indirectly by the VCOC Shareholder or such other reasonable assistance such as to enable such Shareholder, in its discretion, to elect to commence its “distribution period” (within the meaning of the Plan Asset Regulations) or otherwise preserve its qualification as a “venture capital operating company” within the meaning of the Plan Asset Regulations, and the Parties will agree to such amendments to this Agreement as may be required by a VCOC Shareholder to preserve such qualification or permit such election or otherwise, provided that no such amendment would result in a material adverse effect on the operations or business of the Group, taken as a whole, or on the financial, legal or tax position of any other Shareholder;

(b) prior notice of all material corporate actions (unless any such action is required to be disclosed to the general public, in which case, such VCOC Shareholder shall be deemed to have received notice pursuant to such disclosure) and the right to consult with the Company and members of the Group with respect to such actions; provided that the Company may provide such notice to the applicable designated representative of such

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VCOC Shareholder, which in turn shall be responsible forwarding such notice to the VCOC Shareholder the right to visit and inspect any of the offices and properties of the Group and inspect and copy the books and records of the members of the Group, at such times as the VCOC Shareholder or its designated representative shall reasonably request; and

(c) the right to consult with appropriate officers and directors of the Company and each member of the Group periodically and at such times as reasonably requested by the VCOC Shareholder with respect to matters relating to the business, finances, accounts and affairs of the Company and the members of the Group. Any costs incurred by the Company as a result of compliance with this Clause 14.2.2 shall be borne by the Shareholder making such requests for such information.

14.2.3 The Company agrees to consider, in good faith, the recommendations of the VCOC Shareholder or its designated representative in connection with the matters on which it is consulted as described above, recognising that the ultimate discretion with respect to all such matters shall be retained by the Company.

15 ASSIGNMENT AND SUB-CONTRACTING

15.1 Subject to Clause 15.2, no Party shall be entitled to assign or transfer all or any of its rights, benefits or obligations under this Agreement in whole or in part without the prior written consent of the other Parties otherwise than pursuant to a Transfer in accordance in all respects with the provisions and requirements of this Agreement and the Articles.

15.2 In the event that the General Partner ceases to be the general partner of Cayman 7, each of the Parties shall take all such action as shall be in its power as shall be reasonably necessary (i) to release the General Partner from its rights and obligations under this Agreement and (ii) to substitute any replacement general partner of Cayman 7 as a Party in place of the General Partner.

16 EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE

Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement shall be deemed to constitute either of the Parties as the agent of any other or to authorise any Party to hold itself out as agent or to bind, contract in the name of or to create a liability for any other in any way or for any purpose.

17 FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, ANTI-CORRUPTION PROVISIONS

17.1 Each Party shall, now or as required at any time in the future, do, or procure the doing by a third party of, so far as may be reasonably within its power and as may be reasonably requested of it, all acts and/or execute or procure the execution of all documents in a form reasonably satisfactory to the other Parties as is or are required to give full effect to the Transaction Documents and the transactions intended to be effected hereby and thereby and shall further (if necessary), so far as may be within its power, procure any required amendment to the Articles.

17.2 If there is any conflict or inconsistency between the provisions of this Agreement and the Articles, (i) this Agreement shall prevail, although nothing in this Agreement shall constitute an amendment of the Articles and (ii) the Shareholders shall take all lawful actions necessary to amend the Articles in order to implement the terms of this Agreement, and in any event, shall act in accordance with this Agreement.

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17.3 The Company undertakes to each of the Shareholders that it shall, and shall procure that each Group Company and their respective directors, officers and employees shall, comply with all applicable anti-bribery and anti-corruption laws and regulations. Without prejudice to the generality of the foregoing, the Company shall, and shall procure that each Group Company and their respective directors, officers and employees shall, refrain from taking any action that would result in a violation by any direct or indirect investor in the Company of the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws which apply to it by virtue of such investor’s direct or indirect investment in the Company.

17.4 Without limiting the generality of the preceding Clause, the Company undertakes to each of the Shareholders that it shall, and shall procure that each Group Company and their respective directors, officers and employees shall, refrain from offering, promising to pay, or authorising the payment of any money, or offering, giving, promising to give, or authorising the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or for any public international organisation, to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any Person knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

17.4.1 influencing any act or decision of such Government Official in his official capacity;

17.4.2 inducing such Government Official to do or omit to do any act in violation of his lawful duty;

17.4.3 securing any improper advantage;

17.4.4 inducing such Government Official to influence or affect any act or decision of any entity or enterprise owned or controlled by a government; or

17.4.5 assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.

18 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 shall exclude a Party from liability for fraudulent misrepresentation.

19 VARIATION

19.1 Subject to Clause19.2, any variation of this Agreement must be in a written document and signed by each of the Parties or a duly authorised officer or representative of each of the Parties 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.

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19.2 If this Agreement ceases to apply to any Party pursuant to Clause 13.3, as from the date of such cessation and irrespective of whether the consent of such party would have been required pursuant to Clause 19.1, this Agreement may be varied without reference to or the need for signature of any relevant document by that Party, provided that (for the avoidance of doubt) such variation shall not give rise to any new or increased liability of that Party.

20 WAIVER

20.1 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.

20.2 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.

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

21 ILLEGALITY AND SEVERANCE

21.1 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.

21.2 If a provision of this Agreement is, or but for this Clause 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 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.

21.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 21.2 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 provided however, that such amendments shall be the minimum required to make the provision legal, valid and enforceable and in order to honour so far as is legal, valid and enforceable the original intention of the Parties. 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.

22 RIGHTS OF THIRD PARTIES AND NO RECOURSE

22.1 A Person who is not a Party to this Agreement or who does not execute a Deed of Adherence in accordance with 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.

22.2 Accordingly, this Agreement shall be binding upon and enure solely for the benefit of the Parties hereto and any Person who executes a Deed of Adherence 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.

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22.3 Only the Parties that are signatories hereto shall have any obligation or liability under this Agreement. Notwithstanding anything that may be expressed or implied in this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future representative of any Party or any current or future direct or indirect shareholder, member, general or limited partner or other beneficial owner of any Party or any of their respective representatives, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any such Person for any obligation of any Party under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

23 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.

24 NOTICES

24.1 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 24.2 and shall be deemed to have been delivered in accordance with Clause 24.3.

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

24.2.1 In the case of the Lion Parties, the General Partner, the Company 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

24.2.2 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

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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 24.3

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

24.3.1 if personally delivered, at the time of delivery;

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

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

24.3.4 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.

24.4 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 24 shall be deemed to be effective service on CEDC.

24.5 Each of Cayman 4, Cayman 5, Cayman 6, Cayman 7 and the General Partner 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 24 shall be deemed to be effective service on Cayman 4, Cayman 5, Cayman 6, Cayman 7 or the General Partner, as the case may be.

24.6 Any Party may appoint a substitute agent for service for the purposes of Clause 24.4 or 24.5 by giving notice to the other Parties pursuant to Clauses 24.1 to 24.3

25 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 25 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 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,

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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.

26 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.

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SCHEDULE 1

DEED OF ADHERENCE

DEED OF ADHERENCE dated — made by — (the “Adhering Party”) in favour of the Persons whose names are set out in the schedule to this deed.

RECITALS

(A) This deed is supplemental to the Governance and Shareholders Agreement dated [—] made between Cayman 7, Cayman 4, Cayman 5, the Company, the General Partner and CEDC (the “Shareholders Agreement”).

(B) [Name of transferring Shareholder] has agreed to transfer [a portion] [all] of its Shares to the Adhering Party and this deed is entered into pursuant to Clause 12 of the Shareholders Agreement.

1 REPRESENTATIONS AND WARRANTIES

The Adhering Party warrants, as of the date of this deed, to the other Parties that:

(a) it has full power and authority, without requiring the consent of any other Person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this deed and the Shareholders Agreement;

(b) the provisions of this deed or the Shareholders Agreement will not result in a breach of any provision of the Adhering Party’s constitutional documents or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; and

(c) this deed and the Shareholders Agreement constitute lawful, valid and binding obligations of the Adhering Party in accordance with its terms.

2 OPERATIVE PROVISIONS

The Adhering Party confirms that it has been given and read a copy of the Shareholders Agreement and covenants with each Person named in the schedule to this deed to perform and be bound by all the terms of the Shareholders Agreement as if the Adhering Party were [capacity in which the party is to adhere to be inserted] for the purposes of the Shareholders Agreement;

3 NOTICES

Any notice or other communication given under the Shareholders Agreement shall be in writing and shall be served by delivering it to the Adhering Party at the address or fax numbers set out below:

The Adhering Party’s address and fax number for the purposes of the Shareholders Agreement are:

[—]

For the attention of: [—]

Fax number: [—]

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

[—]

For the attention of: [—]

Fax number: [—]

or such other address or fax number as the Adhering Party notifies to the other Parties, which change of address shall only take effect if delivered and received in accordance with Clause 24.3 of the Shareholders Agreement.

4 A notice so addressed shall be deemed to have been received in accordance with Clause 24.3 of the Shareholders Agreement.

5 Unless the context requires otherwise, words and expressions defined in the Shareholders Agreement shall have the same meaning when used in this deed.

6 This deed is governed by English law.

DULY EXECUTED AND DELIVERED

AS A DEED ON THE DATE STATED ABOVE

[ADHERING PARTY]

[Appropriate deed execution clause]

by:

Acknowledged and Accepted:

[COMPANY]

by:

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SCHEDULE 2

CEDC MINORITY RIGHTS

This Schedule sets out the provisions which will apply at all times when CEDC is the Minority Party.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 2 (excluding the rights set out in paragraph 9(a) of this Schedule 2) is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

Notwithstanding the provisions of paragraphs 2, 3 and 4 of this Schedule, any transaction or arrangement contemplated by such paragraphs which occurs or would occur exclusively amongst members of the Group, shall not require Minority Consent.

Capital Increases

1 No Group Company shall, without Minority Consent, make a Capital Increase provided that, this restriction shall not apply (i) where the Capital Increase, in the reasonable opinion of the Controlling Party, is required because a member of the Group is in a Distress Situation; (ii) where the Capital Increase takes place in order to allow Cayman 7 to fund Lux 1 with the funds received by Cayman 7 from CEDC pursuant to Clause 11; or (iii) where the Capital Increase takes place between members of the Group.

Where a Capital Increase takes place in a Distress Situation, CEDC shall be offered the opportunity via Cayman 7 before any other party to subscribe for all shares proposed to be issued under, but shall not in any circumstances have the right to prevent, the Capital Increase and the provisions of paragraphs 1.2 to 1.7 of Schedule 5 shall apply. Any Capital Increases during a Distress Situation shall be limited to raising an amount which the Controlling Party, acting reasonably, deems necessary, following consultation with the Minority Party, to: i) cure the Distress Situation; and ii) prevent another Distress Situation from arising within the following twelve months.

Any participation of CEDC in a Capital Increase shall be made by CEDC providing funds to Cayman 7 to allow it to participate in the Capital Increase.

Debt Finance

2 No Group Company shall, without Minority Consent:

(a) prepay or cancel any Indebtedness of an amount in excess of $5 million in aggregate from the date of this Agreement, provided that this restriction shall not apply in respect of (i) Net Working Capital Facilities; and (ii) mandatory repayments of debt principal amounts;

(b) make any material amendments to the terms of any Indebtedness in excess of $5 million in aggregate from the date of this Agreement;

(c) incur any Indebtedness of an amount in excess of $5 million in aggregate from the date of this Agreement, provided that: (i) where the Minority Consent has been received in respect of committed but undrawn arrangements for Indebtedness in excess of $5 million in aggregate from the date of this Agreement; or (ii) in respect of the facilities provided under the Finance Documents, Minority Consent will not be required for the utilisation of such facilities;

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(d) incur any Indebtedness, or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of an amendment, the terms of which amendment) provide for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of CEDC becoming the Controlling Party provided that this restriction shall not prevent the utilisation of amounts available under the Finance Documents;

(e) incur any Indebtedness, or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of amendment, the terms of which amendment) the Controlling Party reasonably believes, is or has become aware or has been notified, will, prior to the CEDC Control Effective Date, cause an event of default in respect of any material Indebtedness to which CEDC or any Affiliate of CEDC is a party, provided that this provision shall not require the Controlling Party to make any enquiry as to the terms of any Indebtedness of CEDC or its Affiliates;

(f) create or permit to be created any Encumbrance over any of the assets of any member of the Group, except: (i) in accordance with Finance Documents; (ii) in accordance with the terms of any Indebtedness otherwise permitted under this Agreement; or (iii) any Encumbrance arising in the ordinary course of trading;

(g) enter into or unwind any hedging or swap arrangements in respect of a notional amount in excess of $5 million in aggregate from the date of this Agreement;

(h) enter into any off balance sheet commitments in excess of $5 million in aggregate from the date of this Agreement; or

(i) agree to do any of the foregoing.

Acquisitions and Disposals

3 No Group Company shall, without Minority Consent:

(a) acquire any interest in any business, company or tangible or intangible assets (i) the consideration for which, when aggregated with that paid for any previous such acquisitions made after the date of this Agreement, exceeds $5 million; or (ii) which was loss-making in the 12 months prior to the date of acquisition; or (iii) which will not, following acquisition, be controlled by a member of the Group except, in each case, as previously contained or provided for in the Budget; or

(b) enter into any joint venture, revenue sharing or profit sharing arrangement; or

(c) dispose of any interest in any business, company, or assets: (i) where the higher of (a) consideration actually received for such disposal and (b) the Fair Market Value of the assets disposed of exceeds $5 million; or (ii) the disposal of any interests, either alone or in aggregate, that may have the same effect; provided that Minority Consent shall not be required in respect of any disposal required pursuant to Clause 3.3; or

(d) agree to do any of the foregoing.

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Material Contracts

4 No Group Company shall, without Minority Consent, enter into or agree to enter into any agreement or make any amendment to any existing agreement:

(a) which (or, in the case of an amendment, which amendment) is reasonably likely to have a material impact (either positive or negative) upon the profitability of the Group, taken as a whole, or upon the net asset value of the Group; or

(b) which (or, in the case of an amendment, which amendment) provides for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of CEDC becoming the Controlling Party; or

(c) which is outside the ordinary course of business and is material to the business the Group taken as a whole,

save as may otherwise be agreed between Cayman 4, Cayman 5 and CEDC. For the avoidance of doubt, any settlement agreement in respect of any First Earnout Amount, Second Earnout Amount or any combination or part thereof shall be considered to be subject to this paragraph 4.

Management

5 The final form of the Budget and any material amendments to or deviations from it, taken as a whole, including but not limited to investments outside the Budget, shall not be approved or take effect without Minority Consent.

6 The appointment or dismissal of any member of Senior Management or material changes to the role or job description of any member of Senior Management shall not take place without Minority Consent.

7 No material change to the terms of the incentive structure or the compensation awarded to Senior Management shall be made after 31 December 2009 without Minority Consent, save as may otherwise be agreed between Cayman 4, Cayman 5 and CEDC.

8 The Minority Party shall have the right to appoint two Directors to each of the Board and the Operating Board, provided always that this shall in no circumstances constitute a majority of the Board or the Operating Board and no limit shall be placed on the number of Directors who may be appointed to the Board or the Operating Board by the Controlling Party. The appointees made by the Minority Party pursuant to this paragraph shall also have the right to attend meetings of the Shareholders.

Information

9 The Controlling Party shall deliver to the Minority Party:

(a) upon written request, and as soon as practicable, all information required to allow the Minority Party to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of the Minority Party is listed or admitted for trading;

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(b) monthly management accounts, prepared substantially in accordance with CEDC group format, as soon as reasonably practicable following the end of the relevant month, commencing as soon as reasonably practicable following the date of this Agreement; and

(c) quarterly management accounts prepared substantially in accordance with the CEDC group format as soon as reasonably practicable following the end of the relevant quarter, commencing as soon as reasonably practicable following the date of this Agreement; and

(d) annual audited financial information as soon as reasonably practicable following the end of the relevant financial period,

and shall (i) disclose to the Minority Party any matters of which it becomes aware which could reasonably be expected to have a material and adverse impact on the operations and condition of the Group; (ii) keep the Minority Party apprised of the performance of the Group and allow the Minority Party reasonable access to the management of the Group and to the executives of Lion Capital; and (iii) allow the Minority Party direct access to the auditors of the Group, including during pre-audit planning and post audit review, in consultation with the Group’s chief financial officer.

10 All compliance, financial reporting, audit, and audit related costs, shall be borne by the Group except where such costs relate to activities in which the Group would not engage, but for the other provisions of this paragraph 10. The costs that the Group shall be required to bear in connection with such activities shall be limited to a maximum of $300,000 per calendar year. Any costs in excess of $300,000 in any calendar year incurred in connection with such activities shall be borne by CEDC.

Related Party Transactions

11 No Group Company shall, without Minority Consent, enter into or agree to enter into any or a series of related Related Party Transactions with a value in excess of $250,000 in aggregate per annum, except the payment of M&O Fees (and related expenses).

Dividends

12 No Group Company shall without Minority Consent declare, pay or otherwise make any dividend or other distribution (whether in cash or in specie) other than to another Group Company.

13 After the later of: (i) the date falling immediately after the Cayman 7 Call Option Completion Date in respect of the Third Cayman 7 Call Option; and (ii) 31 July 2011, and provided that the Holdco Put Option has not been exercised, the Minority Party may require (having given not less than 30 days’ written notice to the Controlling Party) that the Company pays a cash dividend to the Shareholders up to the Maximum Dividend Amount, and that any amounts necessary to be paid from any Subsidiaries of the Company to allow such a dividend shall be paid (but without requiring any member of the Group to incur any Indebtedness to any person (other than to another member of the Group)), subject to the following:

(a) any such dividend received by Cayman 7 shall be applied to the extent required by, and in accordance with the provisions of, the Option Agreement and the Limited Partnership Agreement;

(b) the payment of such dividend shall be subject to all applicable legal and contractual restrictions applicable to the Company or any of its Subsidiaries, which restrictions

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shall include any legal or contractual restrictions applicable to the direct or indirect provision of funds to the Company by any of its Subsidiaries (whether by dividend, loan or otherwise) which may be necessary in order to enable the Company to pay such dividend without any member of the Group incurring any Indebtedness to any Person (other than to another member of the Group);

(c) no such dividend shall be payable if:

(i) following the payment of such dividend, less than the Minimum Cash Amount would remain held in cash in Lux 3;

(ii) following such dividend the Leverage Ratio (taking into account the payment of such dividend) would be greater than 2.0; or

(iii) the payment of such dividend is not permitted pursuant to the conditions of paragraph f(ii) of the definition of “Permitted Payment” as such term is defined in the Senior Facilities Agreement (in the form amended as at, or prior to, the date of this Agreement) and, where necessary in order to interpret such provisions, incorporating relevant defined terms from the Senior Facilities Agreement); and

(d) the Minority Party may only request two such dividends to be paid in any financial year, provided that such requests are not less than 90 days apart.

14 For the purposes of paragraph 13 above:

(a) the “Minimum Cash Amount” shall mean $30 million, save that where the dividend is paid on the Final Cayman 7 Call Option Completion Date and the Final Cayman 7 Call Option is completed in full on that date in accordance with its terms, the “Minimum Cash Amount” shall mean $0; and

(b) the “Maximum Dividend Amount” shall mean the maximum cash dividend which the Company is able to pay at the relevant time, taking into account the restrictions mentioned in paragraphs13(b) and 13(c) above and after having made appropriate payment, withholding or reservation of all taxes payable in connection with such dividend.

15 CEDC may require that Lux 2 shall, so far as it is able, repay the Vendor Loan Notes in whole or in part at any time following the later of: (i) the date falling immediately after the Cayman 7 Call Option Completion Date in respect of the Third Cayman 7 Call Option; and (ii) 31 July 2011, provided that following such repayment at least $20 million would remain held in cash in Lux 3.

Miscellaneous

16 None of the following shall take place without Minority Consent:

(a) any change to the financial year end of any member of the Group;

(b) any change to the auditors of any member of the Group;

(c) the liquidation or winding up of any member of the Group;

(d) the commencement or settlement of any material litigation (whether actual or threatened);

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(e) any material change to the constitutional documents of any member of the Group;

(f) any material change to the accounting policies and/or practices of any member of the Group;

(g) the establishment of any new, or the winding up or dissolution (by whatever means) of any existing, Subsidiary;

(h) the passing of any special resolution of the Company at a general meeting;

(i) any consolidation, subdivision, conversion or cancellation of the share capital of any member of the Group;

(j) any compromise or arrangement between the Company and its members proposed under the Companies Law; or

(k) any scheme involving the transfer of shares or any class of shares of the Company to another company under the Companies Law.

17 The Controlling Party shall not, without Minority Consent, take any action (and the Controlling Shareholder shall procure that each of its Affiliates shall not take any action) in respect of the Group which will or is reasonably likely to be materially prejudicial to the ability of CEDC to enforce security in the event of a default by Cayman 7 of its obligations under this Agreement. For the avoidance of doubt, this right extends, without limitation, to restructurings of the Group howsoever effected and to restructurings, whether directly or indirectly, of Cayman 4 or Cayman 5’s investment in, or rights of ownership over, the Group, howsoever effected.

Minority Consent

18 Minority Consent shall be given (or denied) within ten Business Days of the date of request by the Controlling Party. If no response is received from the Minority Party within ten Business Days following the date of request by the Controlling Party, Minority Consent shall be deemed to have been given.

19 Minority Consent shall not be unreasonably withheld and the Minority Party agrees to give reasonable consideration to any request for Minority Consent.

20 CEDC shall be permitted to withhold Minority Consent in circumstances where it believes, acting reasonably, that to do so would be adverse to any security interests granted to it pursuant to the terms of the Transaction Documents.

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SCHEDULE 3

JV PROVISIONS

This Schedule sets out the provisions which will apply from the JV Effective Date.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 3 (except those rights set out in paragraph 1.8 of this Schedule 3) is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

PART I

1 MANAGEMENT

1.1 The Board will be responsible for overall management and supervision of the Company, subject to the terms of Part II.

1.2 The Board will consist of an equal number of Lion Directors and CEDC Directors. Unless otherwise agreed by all the Parties, there will be two Lion Directors and two CEDC Directors.

1.3 The Lion Parties shall have the right to appoint and remove the Lion Directors. CEDC shall have the right to appoint and remove the CEDC Directors.

1.4 The chairman of the Board (the “Chairman”) will be one of the Directors nominated by the Lion Directors. If the Chairman for the time being is unable to attend any meeting of the Board or the Shareholders, the Lion Parties will be entitled to appoint another Director to act as chairman in his place at the meeting.

1.5 The Chairman will not have a second or casting vote at Board or Shareholders Meetings.

1.6 As a common practice, unanimity will be sought at Board meetings. If a disagreement appears, the Chairman will use his best efforts to reconcile the different viewpoints between the Directors.

1.7 The business of the Group shall be conducted in the ordinary course and in a manner similar in all material respects to that carried on in the 12 months ended on the date of this Agreement.

1.8 The Company shall deliver to CEDC, upon written request and within a reasonable timeframe, all information required to allow CEDC to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of CEDC is listed or admitted for trading.

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PART II

Throughout this Part II references to the Company are deemed to apply equally to each Group Company.

2 MATTERS REQUIRING BOARD CONSENT

2.1 No decision relating to any of the following matters (“Board Consent Matters”) will be taken (whether by the Board, the Company or any of the officers or managers within the Group) unless and until the Board has unanimously voted in favour of the decision at a meeting of the Board properly convened and held, except to the extent provided for in the relevant Budget or expressly permitted pursuant to this Agreement:

2.1.1 any change in the memorandum and articles of association of the Company or the passing of any ordinary or special resolutions;

2.1.2 any material change in the nature of the business of the Group or material extension of the Company’s activities outside the scope of the business of the Group or the commencement of any new business not being ancillary or incidental to the business of the Group;

2.1.3 any change in the trading name or mark of the Group;

2.1.4 the sale of the whole (or substantially the whole) of the assets of the Company or an acquisition by the Company or subscription by the Company for, or the purchase by the Company of, any part of the issued share capital or of the assets of another company or the formation or acquisition of any Subsidiary;

2.1.5 the making of any material acquisition or disposal by the Company (including any material acquisition or grant of any licence) of or relating to any intellectual property rights;

2.1.6 the sale, lease, license, assignment or other disposal of any part of the undertaking or the assets of the Company at a total cost to the Company per transaction exceeding $250,000 and $2 million in aggregate across the Group otherwise than in the ordinary course of business;

2.1.7 the creation, extension, granting, issue or redemption of any debenture, mortgage, charge or other Encumbrance over the whole or any part of the business or assets (other than Encumbrances arising in the ordinary course of trading) or over any share forming part of the authorised or issued share capital of the Company, or an agreement to do so;

2.1.8 the merger or acquisition of the Company with or by any other company or concern;

2.1.9 the entering into of any partnership, joint venture or profit sharing arrangement with any Person;

2.1.10 any change in the authorised or issued share capital of the Company including the creation, allotment, issue, repayment or redemption or agreement to create, allot, issue, repay or redeem any of its share or loan capital or other securities convertible into shares, or granting or agreement to grant any option in respect thereto;

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2.1.11 the variation of rights attaching to any shares in the capital of the Company;

2.1.12 the declaration, payment or making of a dividend or other distribution or payment made out of profits other than as permitted by this Agreement, the Articles or otherwise;

2.1.13 any change in the Company’s auditors (or any material change in their remuneration), or accounting reference date;

2.1.14 any approval or amendment of the annual accounts, or the Company’s agreed accounting practices and policies except where any such change is recommended by the auditors of the Company as a consequence of a change in accounting standards applicable to companies carrying on businesses of a similar nature to the business or as a consequence of a change in law, and any activity outside the scope of the Budget;

2.1.15 the giving or agreement to give by the Company of any indemnity or guarantee whatsoever;

2.1.16 the entering into or agreement to enter into a long term (long term meaning, for this purpose, being incapable of being terminated within 12 months), onerous or unusual agreement or arrangement or commitment (in terms of value, obligations or subject matter) or out of the ordinary course of business or otherwise than at arm’s length;

2.1.17 the taking on of any obligation of the Company involving capital expenditure or commitments requiring capital expenditure in excess of $2 million for an individual contract or $5 million in aggregate in any 12 month period;

2.1.18 the entering into an agreement or arrangement outside the ordinary course of business or other than at arm’s length and for full value with any Shareholder or Affiliate thereof or any director or former director or such Shareholder or Affiliate thereof (other than in relation to the payment of M&O Fees);

2.1.19 any giving of notice of termination of any agreements of a material nature in the context of the business or the making of any material variation or amendment to such agreements;

2.1.20 any borrowing or raising of money by the Company outside the ordinary course of business in excess of $5 million or any borrowing or raising of money by the Company in the ordinary course of business in excess of $10 million, in each case within any 12 month period except any borrowing under any Net Working Capital Facility; any payment of its creditors other than in the ordinary course of business; any change in the Company’s policy in relation to the payment of creditors; the repayment of any Indebtedness of amounts greater than $2 million, unless such repayment is a mandatory repayment under the term of the applicable facility or is a payment under a Net Working Capital Facility; or any amendment or agreement to amend the terms of its borrowing or Indebtedness or to amend, cancel, release or assign any Indebtedness owed to it or any claims held by it;

2.1.21 any commencement, compromise, settlement or waiver of a right in relation to litigation or arbitration proceedings or other similar proceedings, except in relation to debt collection not exceeding $5 million in the ordinary course of business;

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2.1.22 the appointment, remuneration, compensation, transfer and discharge of any member of Senior Management or material alteration to or agreement to materially alter any terms of employment or benefits of its employees or alteration of any working practices or collective agreement relating to such practices;

2.1.23 establishing or amending any bonus, profit sharing, share option or other incentive scheme or similar arrangement for any director or employee of the Company other than in the ordinary course of business;

2.1.24 the adoption of, or participation by the Company in, any pension scheme or the amendment of any existing pension scheme of the Company or, except in compliance with the advice of actuaries appointed at a quorate meeting of the Directors to review such scheme, any variation in or cessation of the contributions made by the Company to any such scheme;

2.1.25 the appointment of any directors to any board of any member of Group, except the Company;

2.1.26 the making of any material agreement with any revenue authorities or other taxing authority or the making, granting or allowing of any claim, disclaimer, surrender, election or consent for taxation purposes in relation to the Company, its business, assets or undertaking;

2.1.27 the entering into the occupation, purchase, sale, transfer, lease or licence of any material freehold or leasehold property;

2.1.28 the variation of any terms of any of the Company’s material policies of insurance or the taking out of any additional or replacement policies of insurance other than renewals of the Company’s policies on substantially the same terms as those in force;

2.1.29 the recommendation that the Company should seek a listing and the agreement or recommendation of any matters ancillary to such application (including any relevant changes to the Articles);

2.1.30 appointing any committee of the Board or delegating any of the powers of the Board to any committee (provided that, for these purposes, the “Company” shall not refer to any Group Company other than the Company); or

2.1.31 the grant of any power of attorney other than in the ordinary course of business;

2.1.32 the approval of the balance sheet and profit and income statement or any other account of the Company (provided that, for these purposes, the “Company” shall not refer to any Group Company other than the Company); or

2.1.33 the making of any petition or resolution to wind up the Company or any petition for any administration order or any order having similar effect in a different jurisdiction in relation to the Company unless in any case the Company is at the relevant time insolvent and the Directors reasonably consider (taking into account their fiduciary duties) that it ought to be wound up.

2.2 No provision of paragraph 2.1 to this Schedule 3 shall prohibit any transaction or arrangement exclusively between members of the Group.

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SCHEDULE 4

CAYMAN 5 MINORITY PROVISIONS

This Schedule sets out the provisions which will apply at all times when Cayman 5 is the Minority Party.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 4 is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

Notwithstanding the provisions of paragraphs 2, 3 and 4 of this Schedule, any transaction or arrangement contemplated by such paragraphs which occurs or would occur exclusively amongst members of the Group, shall not require Minority Consent.

Capital Increases

1 No Group Company shall, without Minority Consent make a Capital Increase and issue any securities or interests pursuant thereto to any Person other than Cayman 7 or a wholly-owned subsidiary of Cayman 7, and Cayman 7 shall pledge all such securities or interests for which it subscribes pursuant to this paragraph pursuant to the terms of the Cayman 7 Pledge.

Debt Finance

2 No Group Company shall, without Minority Consent incur any Indebtedness or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of an amendment, the terms of which amendment) (A) provide for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of Cayman 5 or any Affiliate thereof becoming the Controlling Party; or (B) prevent or restrict the payment of the M&O Fee (and related expenses).

3 No Group Company shall, without Minority Consent, make or enter into any Indebtedness which includes any provision (whether a cross-default provision, a mandatory pre-payment provision or otherwise) which relates in any way to CEDC or any of its Affiliates (other than members of the Group).

4 Without limitation to the foregoing, no Group Company shall, except following reasonable consultation with the Minority Party, enter into any material refinancing of, or amendments to the terms of, any existing Indebtedness of the Group where such Indebtedness is in excess of $5 million in aggregate from the date of this Agreement.

Acquisitions and Disposals

3 No Group Company shall, without Minority Consent:

(a) acquire any interest in any business, company or tangible or intangible assets, the consideration for which, when aggregated with that paid for any previous acquisitions made after the date of this Agreement, exceeds $10 million; or (ii) which was loss making in the 12 months prior to the date of the acquisition; or

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(b) dispose of any interest in any business, company, or assets (i) where the higher of (a) consideration actually received for such disposal, when aggregated with that received from any previous disposals, and (b) the fair market value of the assets disposed of exceeds $10 million; or (ii) which are necessary for the continuation of the business of the Group in the manner carried on at the date of this Agreement; or

(c) agree to do any of the foregoing.

Material Contracts

4 No Group Company shall, without Minority Consent, enter into or agree to enter into any agreement or make any amendment to any existing agreement the terms of which (or, in the case of an amendment, which amendment) provide for or may require (i) payment of any new fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty as a result of Cayman 5 or any Affiliate thereof becoming Controlling Party.

Management

5 The Minority Party shall have the right to appoint two Directors to the Board and the Operating Board, provided always that this shall in no circumstances constitute a majority of the Board or the Operating Board and no limit shall be placed on the number of Directors who may be appointed to the Board or the Operating Board by the Controlling Party. The appointees made by the Minority Party pursuant to this paragraph shall also have the right to attend meetings of the Shareholders.

6 The Controlling Party shall deliver to the Minority Party:

(a) all information reasonably required by the Minority Party to allow it or its Affiliates (i) to comply with applicable statutory reporting or regulatory conduct of business requirements; and (ii) to evaluate its or their investment in the Group and report to its or their investors in the ordinary course;

(b) monthly management accounts, prepared substantially in accordance with CEDC group format, as soon as reasonably practicable following the end of the relevant month;

(c) quarterly management accounts prepared substantially in accordance with the CEDC group format as soon as reasonably practicable following the end of the relevant quarter;

(d) annual audited financial information as soon as reasonably practicable following the end of the relevant financial period; and

(e) the Budget,

and shall (i) disclose to the Minority Party any matters of which it becomes aware which could reasonably be expected to have a material and adverse impact on the operations and condition of the Group; and (ii) keep the Minority apprised of the performance of the Group and allow the Minority Party reasonable access to the management of the Group and to CEDC group management.

7 All compliance, financial reporting, audit, and audit related costs, shall be borne by the Group except where such costs relate to activities in which the Group would not engage, but for the other provisions of this paragraph 7. The costs that the Group shall be required to bear in

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connection with such activities shall be limited to a maximum of $300,000 per calendar year. Any costs in excess of $300,000 in any calendar year incurred in connection with such activities shall be borne by CEDC.

Related Party Transactions

8 No Group Company shall, without Minority Consent, enter into any Related Party Transaction or series of related Related Party Transactions with a value in excess of $250,000 in aggregate per annum, provided that Minority Consent may not be withheld in respect of any such Related Party Transactions which the Controlling Party has demonstrated to the reasonable satisfaction of the Minority Party, (i) are entered into in the ordinary course of trading; (ii) are entered into on arm’s length terms; (iii) are working capital neutral to the Group; (iv) do not increase counterparty credit risk for the Group; and (v) where applicable, generate margins for the Group which are comparable to those given to other parties by the related party.

Dividends

9 The Company may (having given not less than 30 days’ written notice to the Minority Party) declare, pay or otherwise make any dividend or other distribution (whether in cash or in specie) subject to the following:

(a) any such dividend received by Cayman 7 shall be applied to the extent required by, and in accordance with the provisions of, the Option Agreement and the Limited Partnership Agreement;

(b) the payment of such dividend shall be subject to all applicable legal and contractual restrictions applicable to the Company or any of its Subsidiaries, which restrictions shall include any legal or contractual restrictions applicable to the direct or indirect provision of funds to the Company by any of its Subsidiaries (whether by dividend, loan or otherwise) which may be necessary in order to enable the Company to pay such dividend without any member of the Group incurring any Indebtedness to any Person (other than to another member of the Group);

(c) no such dividend shall be payable if:

(i) following the payment of such dividend, less than the Minimum Cash Amount would remain held in cash in Lux 3;

(ii) following such dividend the Leverage Ratio (taking into account the payment of such dividend) would be greater than 2.0; or

(iii) the payment of such dividend is not permitted pursuant to the conditions of paragraph f(ii) of the definition of “Permitted Payment” as such term is defined in the Senior Facilities Agreement (in the form amended as at, or prior to, the date of this Agreement) and, where necessary in order to interpret such provisions, incorporating relevant defined terms from the Senior Facilities Agreement).

10 For the purposes of paragraph 9 above:

(a) the “Minimum Cash Amount” shall mean $30 million, save that where the dividend is paid on the Final Cayman 7 Call Option Completion Date and the Final Cayman 7 Call Option is completed in full on that date in accordance with its terms, the “Minimum Cash Amount” shall mean $0; and

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(b) the “Maximum Dividend Amount” shall mean the maximum cash dividend which the Company is able to pay at the relevant time, taking into account the restrictions mentioned in paragraphs 9(b) and 9(c) above and after having made appropriate payment, withholding or reservation of all taxes payable in connection with such dividend.

Miscellaneous

11 The Controlling Party shall not, without Minority Consent, take any action (and the Controlling Shareholder shall procure that each of its Affiliates shall not take any action) in respect of the Group which will or is reasonably likely to be materially prejudicial to the ability of the Lion Holdcos to enforce security in the event of a default by Cayman 7 of its obligations under this Agreement. For the avoidance of doubt, this right extends, without limitation, to restructurings of the Group howsoever effected and to restructurings, whether directly or indirectly, of CEDC’s investment in, or rights of ownership over, the Group, howsoever effected.

Minority Consent

12 Minority Consent shall be given (or denied) within ten Business Days of the date of request by the Controlling Party. If no response is received from the Minority Party within ten Business Days following the date of request by the Controlling Party, Minority Consent shall be deemed to have been given.

13 Minority Consent shall not be unreasonably withheld and the Minority Party agrees to give reasonable consideration to any request for Minority Consent.

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SCHEDULE 5

DEFAULT GOVERNANCE PROVISIONS

This Schedule sets out the provisions which will apply at all times from the Default Control Date.

1 New Issues and Transfer

1.1 Each member of the Group shall be free to make a Capital Increase, free from any pre-emption rights, (any securities issued pursuant to such Capital Increase being the “New Shares”) to any Person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the relevant member of the Group may issue such securities):

1.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by any Group Company (a “New Acquisition”);

1.1.2 in order to permit any sellers under a New Acquisition to invest in any Group Company;

1.1.3 in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate;

1.1.4 pursuant to the exercise of the conversion rights under any convertible debt securities issued by any member of the Group;

1.1.5 to any existing or new lender to the Group in connection with the raising of debt finance by any member of the Group from such lender;

1.1.6 where the Capital Increase takes place between members of the Group; or

1.1.7 as part of a Capital Increase pursuant to a Distress Situation.

1.2 In the event of an issue of New Shares not falling within paragraphs 1.1.1 to 1.1.6 above the relevant Group Company shall offer for subscription New Shares (at the same cash price per New Share) first to the Shareholders, in the same class, pro rata to the Shares held by them in order that they be afforded the opportunity to maintain their respective percentage ownership interest in the Group and in the same class of shares held by them (the pre-emptive offers contemplated by this sentence each being known as a “New Offer”).

1.3 The New Offer shall be made by notice stating the number or amount of New Shares being offered, the price at which they are being offered (the “New Offer Price”) and any other terms of the New Offer which the relevant Group Company may apply.

1.4 The New Offer shall remain open for the period (being not less than 30 Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice.

1.5 The relevant Group Company shall issue the New Shares to those Shareholders who apply for them and in the case of oversubscription for such New Shares as far as practicable in proportion to the number of Shares held by them respectively, but so that an applicant shall not be allotted or granted a number of New Shares greater than the number for which it applied.

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1.6 Any New Shares not taken up under the New Offer may, at any time up to six months after the expiry of the New Offer, be issued or granted by the relevant Group Company at such price (not being less than the New Offer Price), on such terms (being no less favourable to the Company than the terms of the New Offer), in such manner and to such Persons as the Board determines.

1.7 The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that members of the Group may issue New Shares in accordance with the above provisions.

1.8 From the Default Control Date:

1.8.1 the Lion Parties may, subject always to the provisions of paragraphs 2,3 and 4 of this Schedule, Transfer any Shares they hold; and

1.8.2 Cayman 7 may, subject always to the provisions of paragraphs 3 and 9 of this Schedule, Transfer any of the Shares it holds.

2 Right of First Look

2.1 Cayman 5 hereby agrees with CEDC:

2.1.1 that, prior to the commencement of any formal sale process (including a formal auction process or other analogous situation involving the appointment of a third party financial adviser) (a “Formal Sale Process”) in relation to the sale of all or substantially all of (i) the shares of Lux 1 held by the Company; (ii) the assets of the Group; or (iii) the interest held by the Lion Parties in the Company (together with (i) and (ii), the “First Look Assets”), the Lion Parties or the Company, as the case may be, will engage with CEDC for a period of 30 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and CEDC for the sale to CEDC of any or all of the First Look Assets; or

2.1.2 that, in the event of a possible sale of any of the First Look Assets outside of a Formal Sale Process, prior to (i) granting access to information which constitutes the undertaking of a material due diligence process by a third party; or (ii) signing either (a) exclusivity with a third party or (b) a sale and purchase agreement with a third party, the Lion Parties or the Company will engage with CEDC for a period of 30 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and CEDC for the sale to CEDC of any or all of the First Look Assets.

2.2 If, following the expiry of the 30 day period under paragraphs 2.1.1 or 2.1.2 above the Lion Parties or the Company and CEDC fail to agree upon the price or terms of a sale of the First Look Assets, the Lion Parties or the Company shall, subject to paragraph 3 and paragraph 4, be permitted to dispose of the First Look Assets to such Person and on such terms as the Lion Parties, in their absolute discretion, may determine.

3 Tag-Along Rights

3.1 If the Lion Parties (the “Tag Along Seller”) propose to make a Transfer of any Ordinary Shares to any Person or Persons (other than any Person who would be a Permitted Transferee of any such Lion Party), (the “Tag-Along Purchaser”) by way of a sale (a “Tag-Along Sale”) which Ordinary Shares:

3.1.1 carry; or

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3.1.2 together in the aggregate with any Ordinary Shares Transferred by the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such sale, carry

10% or more of the voting rights in the Company, the other Shareholders shall have the opportunity (“Tag Along Right”) for the same consideration and on the same terms pursuant to the provisions of this paragraph 3, to sell (subject to paragraph 3.5) to the Tag-Along Purchaser a number of Ordinary Shares (the “Tag-Along Securities”) determined as follows. The number of Ordinary Shares which the other Shareholders shall be entitled to sell pursuant to their Tag-Along Right shall be:

(A/B)×C

where:

A = the aggregate of the number of Ordinary Shares being proposed to be sold by the Lion Parties to the Tag-Along Purchaser and the number of Ordinary Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such proposed Tag-Along Sale;

B = the aggregate number of Ordinary Shares held by the Lion Parties at the time of such proposed Tag-Along Sale (including the Ordinary Shares proposed to be sold pursuant to such Tag-Along Sale) plus the aggregate number of Ordinary Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such proposed Tag-Along Sale; and

C = the number of Ordinary Shares held by the other Shareholders at the time of such proposed Tag-Along Sale.

For the avoidance of doubt, the provisions of this paragraph 3.1 shall not include any shares sold pursuant to any previous Tag Along Sale in respect of which the Tag Along Right was previously exercised.

3.2 Not less than twenty days prior to any proposed Tag Along Sale pursuant to this paragraph 3, the Tag Along Seller shall deliver to the other Shareholders written notice (a “Tag Along Notice”) thereof, which notice shall set out:

3.2.1 the total number of Ordinary Shares proposed to be sold to the Tag-Along Purchaser and the aggregate number of Tag-Along Securities which the other Shareholders are entitled to sell pursuant to the Tag-Along Right;

3.2.2 the type and amount of consideration to be paid by the Tag Along Purchaser for each Ordinary Share; and

3.2.3 all other material terms and conditions, if any, of such proposed transaction.

If a Shareholder elects (in such event, a “Participating Shareholder”) to exercise its Tag Along Right and sell some or all of the Tag Along Securities pursuant to this paragraph 3, then the Participating Shareholder shall so notify the Tag Along Seller by notice in writing within fifteen days after the date of the Tag Along Notice and, at the Tag-Along Seller’s request, not less than two Business Days prior to the proposed Transfer, the Participating Shareholder shall deliver to the Tag-Along Seller all documents (if any) required to be executed in connection with such transaction.

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3.3 If the Tag-Along Sale shall not have been completed within 60 days after the date of the Tag-Along Notice (subject to paragraph 3.5), the Tag Along Seller shall promptly return to the Participating Shareholder all documents (if any) previously delivered by the Participating Shareholder to the Tag Along Seller in relation to the contemplated Tag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Shares held or owned by the Tag-Along Seller and such Participating Shareholder shall again be in effect.

3.4 If a Participating Shareholder properly exercises its Tag-Along Right:

3.4.1 the sale of its Tag-Along Securities shall occur concurrently with the sale by the Tag-Along Seller of its Shares;

3.4.2 such Participating Shareholder shall receive for its Tag-Along Securities the same consideration per Share that the Tag-Along Seller receives for its Shares from the Tag-Along Purchaser as set out in the Tag-Along Notice; and

3.4.3 the sale by the Participating Shareholder shall otherwise be on the same terms and conditions upon which the Tag-Along Seller is selling its Shares.

3.5 If the Tag-Along Sale is subject to any prior regulatory approval, the 60 day period during which the Tag-Along Sale may be completed as set out in paragraph 3.2 shall be extended until the expiration of five Business Days after all such approval shall have been received.

3.6 For the avoidance of doubt, the Tag Along rights contained in this paragraph 3 shall not apply to any Transfer by the Lion Parties of the economic interest in, but not the voting rights attaching to, any Ordinary Shares.

4 Drag-Along Rights

4.1 If the Lion Parties propose, at any time, (directly or indirectly) to make a Transfer of Ordinary Shares to any Person or Persons (other than any Person who would be a Permitted Transferee of any Lion Party) (the “Drag-Along Purchaser”), whether for a cash consideration or otherwise, where such Transfer (a “Drag-Along Sale”) would give rise to a Tag-Along Right pursuant to paragraph 3.1 then the Lion Parties (the “Drag-Along Sellers”) may, at their option, require (“Drag-Along Rights”) each of the other Shareholders (each a “Drag-Along Shareholder”) to make a Transfer pursuant to the provisions of this paragraph 4 of such number of Shares (the “Drag-Along Securities”) as determined in accordance with the provisions of paragraph 3.1.

4.2 The Drag-Along Sellers shall deliver to each Drag-Along Shareholder written notice (the “Drag-Along Notice”) of any Transfer proposed to be made pursuant to paragraph 4.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:

4.3 the type and amount of consideration to be paid by the Purchaser for each Share;

4.3.1 the Person who has expressed an interest in acquiring the Shares;

4.3.2 the number of Drag-Along Securities that each such Drag-Along Shareholder may be required to Transfer (as determined pursuant to paragraph 3.1); and

4.3.3 all other material terms and conditions, if any, of such transaction.

4.4 If, within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to paragraph 4.7), the Drag-Along Sellers complete the Drag-Along Sale in accordance with the terms and conditions set out in the Drag-Along Notice, each Drag-Along

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Shareholder will sell its Drag-Along Securities to the Drag-Along Purchaser at the same time and on the same terms and conditions upon which the Drag-Along Sellers sell their Shares pursuant to the Drag-Along Sale.

4.5 Within fifteen days after the date of the Drag-Along Notice, the Drag-Along Shareholders shall promptly deliver to the Drag-Along Sellers all documents in their possession reasonably requested in writing by the Drag-Along Sellers and/or the Company and reasonably required to be executed in connection with such Drag-Along Sale. In the event that any of such Drag-Along Shareholders shall fail to deliver such documents to the Drag-Along Sellers, the Company shall cause the books and records of the Company to show that such Drag-Along Securities are bound by the provisions of this paragraph 4.5 and such Drag-Along Securities shall be transferred to the Purchaser promptly upon surrender of such Drag-Along Securities for sale by the holder thereof.

4.6 If no Transfer of the Drag-Along Securities in accordance with the provisions of this Clause 4 shall have been completed within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to paragraph 4.7), the Drag-Along Sellers shall return to the Drag-Along Shareholders all documents (if any) previously delivered to the Drag-Along Sellers in relation to the contemplated Drag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Shares owned or held by such Drag-Along Shareholder shall again be in effect.

4.7 If the Transfer of Shares pursuant to a Drag-Along Sale is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received.

4.8 No Transfer of Shares pursuant to a Drag Along Sale shall take place unless:

4.8.1 the consideration payable on the Drag Along Sale for the Shares being sold is at least equal to the Fair Market Value; and

4.8.2 at least seventy-five percent of such consideration is in the form of cash or cash equivalents.

For the purposes of this Clause (and without limitation), any of the following are deemed to be cash:

4.8.3 any liabilities, as shown on the most recent consolidated balance sheet, of the Company that are assumed by the transferee of any such Shares pursuant to a customary novation agreement that releases the Company from liability in respect of those liabilities; and

4.8.4 any securities, notes or other obligation received by the Drag-Along Sellers from the Drag Along Purchaser that are converted by the Drag Along Sellers into cash or cash equivalents within 60 days, to the extent of the cash or cash equivalents received in that conversion.

5 Permitted Transfers

5.1.1 Any Shareholder may at any time Transfer any or all of its Shares, including all rights and obligations attached to such Shares pursuant to this Agreement to one or more of its Permitted Transferees (and each such Permitted Transferee may in turn only effect any such Transfer to a Permitted Transferee of the initial transferor Party upon the same terms and conditions specified herein) without the consent of

50

the Board or the consent of any other Shareholder so long as (i) such Permitted Transferee shall have executed and delivered to the Company a Deed of Adherence, provided that, if such Transfer relates to some only of the Shares owned by such selling Shareholder, such selling Shareholder shall remain liable for the performance of its obligations under this Agreement in relation to the Shares it continues to hold, and (ii) the Transfer to such Permitted Transferee is not in violation of any securities laws applicable to such Transfer.

5.1.2 If, while a Permitted Transferee holds any Shares, such Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferor Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferor Shareholder received such Shares (an “Unwinding Event”), then:

(a) the relevant initial transferor Shareholder shall forthwith notify the other Shareholders and the Company, as applicable, of the pending occurrence of such Unwinding Event; and

(b) prior to such Unwinding Event, such initial transferor Shareholder shall take all actions necessary to effect a Transfer of all the Shares held by the relevant former Permitted Transferee either back to such Shareholder or, pursuant to this paragraph 5.1.2, to another Person that qualifies as a Permitted Transferee of such initial transferor Shareholder and, until such Transfer has occurred, such relevant former Permitted Transferee shall not be entitled to vote or otherwise Transfer any of its Shares and all other rights with respect to its Shares shall be suspended.

6 Board and information rights

6.1 For so long as the Cayman 7 Share exceeds five per cent., CEDC shall have the right to appoint one director and to nominate one observer to each of the Board and the Operating Board. The observer shall be entitled to attend, but not to vote at, meetings of the Board and the Operating Board. The director and observer appointed by CEDC shall also have the right to attend meetings of the Shareholders. If the Chairman of the Board reasonably believes that there exists a conflict between the interests of the Company and the interests of any director or observer so appointed in relation to any particular matter, the Chairman may direct that the director and observer (i) be excluded from all Board meetings and other discussions relating to the relevant matter; and (ii) shall not be provided with any information relating to the relevant matter (including any information provided pursuant to paragraphs 6.2.2 to 6.2.5 below).

6.2 The Company shall deliver to CEDC:

6.2.1 upon written request, and as soon as practicable, all information required to allow CEDC to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of CEDC is listed or admitted for trading;

6.2.2 for so long as the Cayman 7 Share exceeds five per cent., monthly management accounts, where available;

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6.2.3 for so long as the Cayman 7 Share exceeds five per cent., quarterly management accounts, where available;

6.2.4 for so long as the Cayman 7 Share exceeds five per cent., the Budget; and

6.2.5 for so long as the Cayman 7 Share exceeds five per cent., annual audited financial information as soon as reasonably practicable following the end of the relevant financial period.

7 Related Party Transactions

7.1 No member of the Group shall dispose of or acquire any material tangible or intangible asset owned by the Company or any member of the Group of a value in excess of $250,000 on terms other than arm’s length, unless the Company or a member of the Group has first obtained: (i) the prior written consent of CEDC; or (ii) a fairness opinion from an investment bank or accounting firm of international repute addressed to a member of the Group and delivered to CEDC.

8 Disposals

The following shall apply in relation to any disposal of assets which includes the disposal of the “Green Mark” and/or “Zhuravli” brands of vodka (a “Brand Disposal”).

8.1.1 Any Brand Disposal prior to either (i) the completion of any enforcement of the Pledges or (ii) the release of the pledgor’s rights under the Pledges shall only take place in accordance with the terms of the Pledges.

8.1.2 Any Brand Disposal following either (i) the completion of any enforcement of the Pledges or (ii) the release of the pledgor’s rights under the Pledges shall require the consent of CEDC (not to be unreasonably withheld or delayed) if, at the relevant time, the Cayman 7 Share is equal to or exceeds 15 per cent.

9 Right of First Refusal

9.1 In the event that Cayman 7 (the “Offeror”) proposes to make a Transfer (other than to Permitted Transferees) of any of its Shares (other than pursuant to the provision of paragraphs 3 or 4 of this Schedule) (an “Offer”), it shall, prior to effecting any such Transfer, provide prior written notice (an “Offer Notice”) to the Company and to the Lion Parties (and the Lion Parties shall be the “Offerees”). The Offer Notice shall set out:

9.1.1 the number of Shares subject to the Offer (the “Offered Securities”);

9.1.2 the price per Share at which such Transfer is proposed to be made (the “Offer Price”); and

9.1.3 all other material terms and conditions of the Offer,

(collectively, the “Offer Terms”).

The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if it is revoked, the Offeror may not give a further Offer Notice within six months after the date on which the Offer Notice is revoked, and the remaining provisions of this paragraph 9.1 shall cease to apply in relation to the revoked Offer Notice, and such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

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9.2 The Offerees shall be entitled to purchase some or all of the Offered Securities, provided that the allocation of the Offered Securities among the Offerees shall be on such basis as the Offerees may determine, and the Offerees shall notify the Offeror of such allocation.

9.3 The receipt of an Offer Notice by the Offerees shall constitute an offer by the Offeror to sell to the Offerees, for cash, the Offered Securities on the Offer Terms (“Pre-emption Offer”). For a period of thirty days after receipt of the Offer Notice, the Offerees shall have the right, but not the obligation, to accept the Pre-emption Offer in relation to some or all of the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror.

9.4 Failure by the Offerees to deliver an Acceptance Notice before the expiration of the thirty day period shall be deemed a rejection of the Pre-emption Offer by the Offerees. The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, Offered Securities specified in the Acceptance Notice on the Offer Terms.

9.5 In respect of each Offer Notice which is accepted as to some or all of the Offered Securities within the thirty day period prescribed by paragraph 9.3, the Offerees shall purchase and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be completed shall be extended until the expiration of fifteen Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice.

9.6 The Offeror shall have the right for a period of sixty days following the date falling 30 days after service of an Offer Notice to sell any Offered Securities to which such Offer Notice relates and in respect of which an Acceptance Notice has not been delivered pursuant to the provisions of this Clause to any third party (a “Third Party Purchaser”) at a price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to the Third Party Purchaser than the Offer Terms, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be consummated shall be extended until the expiration of fifteen Business Days after all such approvals shall have been received but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the ninety days following the date of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this paragraph 9.6 prior to the expiration of the time period prescribed by this paragraph 9.6, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

9.7 The provisions of this paragraph 9 shall not apply in connection with any enforcement of any of the Pledges.

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SCHEDULE 6

US “CHECK THE BOX” ELECTIONS

Entities that have made CTB elections to be treated as disregarded entities	Entities that have made CTB elections to be treated as partnerships	Entities that will make CTB elections to be treated as flow-through entities
Pasalba Limited	Lion/Rally Cayman 1	Lion/Rally Cayman 4
Ushba Distillery	Lion/Rally Cayman 2	Lion/Rally Cayman 5
Latchey Limited		Lion/Rally Cayman 6
“Ushba Trans”		Lion/Rally Cayman 7
Closed Joint Stock Compnay Mid-Russian Distilleries		Lion/Rally Cayman 8
OOO Perviy Kupazhny Zavod		Lion/Rally Cayman 9
ZAO “Sibirsky LVZ”		Lion/Rally Lux 4
LLC “The Trading House Russian Alcohol”
LLC “The Trading House Russian Alcohol – Centre”
LLC “The Trading House Russian Alcohol – North West”
JSC “Distillery Topaz”
JSC “Russian Alcohol Group”
OOO “Chop Rapid BP”
OOO “Chop Schit Topaza”
AUK Holdings Limited
LLC Bravo Premium
Vlakor Trading Limited
LLC “Chorniy & Mikola”
OOO Glavspirttrest
Lion/Rally Cayman 3
Lion/Rally Lux 2
Lion/Rally Lux 3

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IN WITNESS WHEREOF this Agreement has been executed and delivered as a DEED on the date that appears on the first page of this Agreement by:

Executed as a DEED by	)
[LION/RALLY CAYMAN 8]	)
acting by	)	Authorised signatory
	)
in the presence of:	)
		Signature
Witness name:
Witness address:
Executed as a DEED by	)
[LION/RALLY CAYMAN 7]	)
acting by its general partner Lion/Rally	)	Authorised signatory
Cayman 8 acting by its manager	)
Lion Capital LLP	)
	)
in the presence of:	)
		Signature
Witness name:
Witness address:
Executed as a DEED by	)
LION/RALLY CAYMAN 4	)
acting by	)	Authorised signatory
	)
in the presence of:	)
		Signature
Witness name:
Witness address:

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Executed as a DEED by	)
LION/RALLY CAYMAN 5	)
acting by	)	Authorised signatory
	)
in the presence of:	)
		Signature
Witness name:
Witness address:
Executed as a DEED by	)
LION/RALLY CAYMAN 6	)
acting by	)	Authorised signatory
	)
in the presence of:	)
		Signature
Witness name:
Witness address:
Executed as a DEED by	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)
acting by	)	Authorised signatory

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EX-10.5

Exhibit 10.5

To:	(1)	Lion/Rally Cayman 4 (“Cayman 4”); and
	(2)	Lion/Rally Cayman 5 (“Cayman 5”)
	(together, the “Lion Holdcos”)
	(3)	Lion Capital LLP
		21 Grosvenor Place
		London SW1X 7HF
		United Kingdom
		(“Lion Capital” and, together with the Lion Holdcos, the “Lion Parties”)
From:	(1)	Central European Distribution Corporation (“CEDC”) Bobrowiecka 6 00-723 Warszawa
		Poland
	(2)	Carey Agri International – Poland sp. z o.o. (“Carey Agri”)
		66A Bokserska Street
		02-690 Warszawa Poland

Date: 24 April 2009

Dear Sirs

PROJECT RALLY 2: LETTER OF UNDERTAKING

1 INTRODUCTION

We refer to:

1.1 the note purchase and share subscription agreement to be made between CEDC, Carey Agri International—Poland sp. z o.o., Lion/Rally Cayman 2, and Cayman 5 (the “Note Purchase Agreement”);

1.2 the limited partnership agreement relating to Lion/Rally Cayman 7 L.P. to be made between Lion/Rally Cayman 8 as general partner and CEDC, Lion/Rally Cayman 2 as limited partners (the “Limited Partnership Agreement”);

1.3 the option agreement relating to shares in Lion/Rally Cayman 6 to be made between the Lion Holdcos, Lion/Rally Cayman 7 L.P. and CEDC (the “Option Agreement”);

1.4 the governance and shareholders agreement to be made between Lion/Rally Cayman 7 L.P., the Lion Holdcos, Lion/Rally Cayman 6, Lion/Rally Cayman 8 and CEDC (the “Shareholders Agreement”);

1.5 the proposed memorandum of association and articles of association of Lion/Rally Cayman 6, including the schedule thereto;

1

1.6 the share mortgages made between: Lion/Rally Cayman 7 L.P. and the Lion Holdcos (the “Pledges”); and

together, the “Equity Documents”;

1.7 the commitment letter between CEDC and the Lion Holdcos, dated on or about the date hereof (the “Commitment Letter”);

1.8 the registration rights agreement between CEDC, and the Lion Holdcos (the “Registration Rights Agreement”); and

1.9 certain warrants to be issued to the Lion Holdcos within 30 days of the signing of the Option Agreement (the “Warrants”).

2 DEFINITIONS AND INTERPRETATION

2.1 In this Letter of Undertaking the following words and expressions have the following meanings:

“Affiliate”	with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Approved Jurisdictions”	The Federal or state courts in the state of New York, the State of Delaware, the Cayman Islands and Poland;
“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;
“CEDC Common Stock”	has the meaning given in the Option Agreement;
“Confidential Information”	all and any information (written, oral or electronic): (a) concerning the business, finances, assets or affairs of any party to this Letter of Undertaking and their Affiliates; (b) relating to the Group’s processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities and customers, or in relation to any third party for which any member of the Group is responsible or in respect of which any member of the Group has an obligation not to disclose; and (c) relating to the contents of any Equity Document (or any agreement or arrangement entered into pursuant to or any transaction contemplated by any Equity Document);

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“Consideration Securities”	has the meaning given in the Note Purchase Agreement;
“Control”	(including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) 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 who 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; for the avoidance of doubt, a limited partnership is Controlled by its general partner;
“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;
“Exchange Act”	the Securities and Exchange Act 1934, as amended;
“Final Discharge Date”	has the meaning given in the Option Agreement;
“Group”	has the meaning given in the Shareholders Agreement;
“Lion Restricted Parties”	(i) the Lion Parties, (ii) all Affiliates of the Lion Holdcos which Control either or both of them and are Controlled by Lion Capital, (iii) all Affiliates of the Lion Holdcos which are Controlled by either or both of them, and (iv) all Affiliates of Lion Capital which are Controlled by Lion Capital and have a voting or economic interest in any entity described in clause (i), (ii) or (iii) of this sentence;
“New Investment”	has the meaning given in the Commitment Letter;
“Person”	any natural person, corporation, general partnership, simple partnership, limited partnership, proprietorship, other

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	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;
“Rule 144”	Rule 144 of the Securities Act;
“Rule 200”	Rule 200 of Regulation SHO of the Exchange Act
“Securities Act”	the Securities Act of 1933, as amended;
“Transfer”	has the meaning given in the Shareholders Agreement.

2.2 The headings in this Letter of Undertaking do not affect its construction or interpretation.

2.3 References to a “Party” or to the “Parties” are references to a party or parties to this Letter of Undertaking.

2.4 A reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties.

2.5 References to “$”or “USD” are references to the lawful currency for the time being of the United States of America.

2.6 The singular includes the plural and vice versa and any gender includes any other gender.

3 BACKGROUND

3.1 CEDC and funds managed by Lion Capital hold an investment in Russian Alcohol Group. CEDC and the Lion Parties have agreed to enter into the New Investment on the terms set out in the Equity Documents.

3.2 This letter agreement (this “Letter of Undertaking”) is being entered into by the parties to set out certain of the parties’ mutual understandings and agreements with respect to the New Investment.

3.3 In consideration of each of the parties separately entering into the Equity Documents as well as for other good consideration for which receipt by each party is acknowledged, the parties hereby agree as set out in this Letter of Undertaking.

4 ISSUES OF SECURITIES

Each of the Lion Parties represents, warrants and undertakes to CEDC that as of the date hereof, and as of the date of each issuance of shares of CEDC Common Stock to the Lion Holdcos set out in clauses 5.2.1, 7 and 8.2 of the Option Agreement, and as of the date of the delivery of the Warrants to the Lion Holdcos pursuant to clause 5.1 of the Option Agreement, and as of the date of each exercise of any Warrant by any Lion Party or any Affiliate thereof, and as of the date of the issuance of the Consideration Securities:

4.1 it is an “accredited investor” within the definition of such term set out in Rule 501(a) of Regulation D under the Securities Act;

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4.2 it is acquiring the Consideration Securities, the shares of CEDC Common Stock issuable pursuant to clauses 5.2.1, 7 and 8.2 of the Option Agreement, and the shares of CEDC Common Stock issuable upon the exercise of the Warrants (together, the “CEDC Shares”), and the Warrants, for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act;

4.3 it understands, acknowledges and agrees that:

4.3.1 on delivery, the CEDC Shares and the Warrants will not have been registered under the Securities Act;

4.3.2 the sale of the Warrants and each delivery of CEDC Shares is intended as a transaction qualifying under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder;

4.3.3 the Warrants may not be transferred or resold except in accordance with the terms and provisions thereof, and will be endorsed with the legend set out therein (all of which the Lion Parties have reviewed);

4.3.4 the CEDC Shares may not be transferred or resold except pursuant to:

(a) an effective registration statement under the Securities Act covering such proposed transfer or resale and where such transfer or resale is made in accordance with such registration statement; or

(b) (1) a transfer or resale that is eligible under Rule 144 and is made pursuant thereto; or (2) a transaction exempt from registration under the Securities Act; and which, in each case, is otherwise made in accordance with applicable securities laws and does not adversely affect CEDC’s ability to issue either: (A) CEDC Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement; or (B) Warrant Shares pursuant to the exercise of any Warrant, in each case through an exemption from registration under the Securities Act and:

(i) in the event of a proposed transfer or resale pursuant to this paragraph 4.3.4(b) the transferor/seller provides: (A) written notice to CEDC of its intention to transfer or resell any CEDC Shares, including a reasonably detailed statement of the circumstances surrounding the proposed transfer or resale, no later than five Business Days prior to effecting such transfer or resale; and (B) CEDC with a legal opinion from independent, internationally recognised legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to CEDC and shall

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state that such transfer or resale is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any transfer or resale made pursuant to Rule 144, the transferor/seller may provide such notice and legal opinion in respect of all of the transfers or resales proposed to be made within the six (6) month period following the date of such notice and legal opinion; and

(ii) only with respect to any proposed transfer or resale of (A) any Warrant made pursuant to paragraph 4.3.4(b)(1) or (2), and (B) any CEDC Common Stock made pursuant to paragraph 4.3.4(b)(2), the transferor and the transferee in any such transfer or resale as a condition precedent thereto shall have provided to CEDC such factual representations, warranties and undertakings as CEDC may reasonably request to ensure that such sale, transfer or disposition does not adversely affect CEDC’s ability to issue either CEDC Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or Warrant Shares pursuant to the exercise of any Warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act);

4.3.5 the CEDC Shares will be endorsed with the following legends:

(a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET OUT IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED [•], 2009 AMONG CENTRAL

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EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; and

(b) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law;

4.4 it did not learn of the investment in the CEDC Shares or the Warrants by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which the Lion Parties was invited by any of the foregoing means of communications;

4.5 it has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby, and understands that the purchase of the CEDC Shares and the Warrants involves substantial risk;

4.6 it has had an opportunity to receive all additional information related to CEDC requested by it and to ask questions of and receive answers from CEDC regarding the terms and conditions of the issuance and sale of the CEDC Shares and the Warrants and the business, properties, prospects and financial condition of CEDC and to obtain any additional information requested and has received and considered all information it deems relevant to make an informed decision to purchase the CEDC Shares and the Warrants; and

4.7 it acknowledges that CEDC is relying on the representations, warranties and agreements contained in this paragraph 4 in delivering the Warrants and the CEDC Shares to the Lion Holdcos and would not engage in such transaction in the absence of the representations, warranties and agreements contained herein. Each Lion Party further acknowledges and agrees that any obligation of CEDC herein to deliver the Warrants and the CEDC Shares to the Lion Holdcos is conditioned upon the accuracy of the representations, warranties and agreements in this paragraph 4 and each Lion Party agrees to notify CEDC promptly in writing if any representation or warranty in this paragraph 4 ceases to be accurate and complete.

5 PROHIBITED TRANSACTIONS

5.1 Each of the Lion Parties:

5.1.1 agrees that prior to the Final Discharge Date (as defined in the Option Agreement), it shall not, and shall cause its Affiliates not to (and for the avoidance of doubt the Lion Holdcos shall procure that Lion Capital shall not):

(a) effect, directly or indirectly, any short sale (as defined in Rule 200) with respect to the CEDC Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, CEDC Common Stock or Warrants, unless:

(i) immediately following the execution of such short sale, the Lion Parties and their Affiliates (considered as a group) would not hold a “net short” position with respect to shares of CEDC Common Stock (provided that for the purposes hereof, (A) a Person or Persons shall be considered to hold a “net short” position where the number of shares of CEDC Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of CEDC Common Stock) exceeds the number of shares of CEDC Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale and (B) the Lion Holdcos will be deemed to own the Fixed Securities under section (b) of Rule 200 from the date of the Option Agreement until the earlier of (x) with respect to any Fixed Security, the first day, following the issuance of such Fixed Security, on which such Fixed Security is not deemed to be owned by a Lion Holdco within the meaning of section (b) of Rule 200 and (y) the Final Discharge Date);

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(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Lion Parties and their Affiliates may dispose of shares of CEDC Common Stock or facilitating a timely and orderly distribution of such shares of CEDC Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this paragraph 5; or

(b) without the prior written consent of CEDC, establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to CEDC Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, CEDC Common Stock or Warrants (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (A) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Lion Parties and

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their Affiliates will dispose of any shares of CEDC Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, or (y) facilitating a timely and orderly distribution of any shares of CEDC Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, and (B) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this paragraph 5; or

(ii) in the event CEDC elects to issue additional shares of CEDC Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.1.3 or paragraph 5.3 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of CEDC Common Stock so issued;

(each transaction prohibited by paragraph 5.1.1, a “Prohibited Transaction”);

5.1.2 represents that on and after 1 March 2009 and as of the date hereof neither it, nor any of its Affiliates, has or is engaged, directly or indirectly, in a Prohibited Transaction;

5.1.3 agrees that prior to the Final Discharge Date (as defined in the Option Agreement) it shall not, and shall cause each of its Affiliates not to, Transfer whether or not for value, any shares of CEDC Common Stock or Warrants to any Person which holds any interest in a fund managed by Lion Capital which fund holds a direct or indirect voting or economic interest in either or both of the Lion Holdcos or any Person Controlled by, or Controlling, either or both of the Lion Holdcos (each such entity, a “Lion Investor”) at any time, unless prior thereto such Lion Investor has given an undertaking to CEDC in the form attached hereto as Schedule 1, subject to such changes as the parties may agree, each acting reasonably, not to effect, directly or indirectly, and to cause its Affiliates not to effect, directly or indirectly, any Prohibited Transaction prior to the Final Discharge Date.

6 CONSEQUENCES OF PROHIBITED TRANSACTIONS

6.1 If: (a) any of the Lion Restricted Parties engages or has engaged in a Prohibited Transaction in violation of paragraph 5 above; or (b) after the date of this Letter of Undertaking any Affiliate (not itself a Lion Restricted Party) of any Lion Restricted Party or any Lion Investor or Affiliate thereof, in each case, to whom any shares of CEDC Common Stock or Warrants have been Transferred by any of the Lion Parties or any of

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their Affiliates after the date of this Letter of Undertaking, engages in a Prohibited Transaction in violation of paragraph 5.1.1 above, then:

6.1.1 the Lion Parties shall promptly, and in any event within five Business Days of learning of such violation, provide written notice to CEDC of such violation, including the date when such Prohibited Transaction first became effective; and

6.1.2 CEDC shall not be obligated to make any payments pursuant to clause 8.3 of the Option Agreement or to issue any CEDC Common Stock or Warrants pursuant to clauses 5, 7 and 8 of the Option Agreement that are scheduled to be paid or issued on or after the date on which such Prohibited Transaction first became effective.

6.2 CEDC shall not be relieved of its obligations to issue CEDC Common Stock or Warrants pursuant to clauses 5, 7 and 8 of the Option Agreement solely as a result of a Prohibited Transaction described in paragraph 6.1(b) above, if either:

6.2.1 the following conditions are met:

(a) Lion Capital did not have actual or constructive knowledge that such Prohibited Transaction was contemplated contemporaneously with or prior to the occurrence thereof,

(b) in the case of any Prohibited Transaction by any Affiliate (not itself a Lion Restricted Party) of any Lion Restricted Party to whom any shares of CEDC Common Stock or Warrants have been Transferred as described in paragraph 6.1, Lion Capital had taken commercially reasonable steps to advise such Person of the restrictions of this covenant and ensure that such Person would not engage in a Prohibited Transaction in violation of paragraph 5.1.1 above, and

(c) such Prohibited Transaction: (i) was promptly terminated upon Lion Capital becoming aware of such Prohibited Transaction and (ii) was not in effect during (or at any time during the ten trading days preceding) any period in which an amount (or value) of consideration payable or paid pursuant to any of the Equity Documents (such payment of consideration, a “Relevant Transaction”) was determined by reference to the trading price of CEDC Common Stock;

provided, further that if CEDC would be relieved of such obligations solely as a result of a Prohibited Transaction described in this paragraph 6.2.1 above which satisfies each of the criteria set out in this paragraph above other than sub-paragraph 6.2.1(c) thereof, it shall not be so relieved of such obligations, but shall be entitled to recover the amount of any losses incurred by CEDC in connection with any Relevant Transaction and proximately caused by such Prohibited Transaction (the “Losses”) from Cayman 4 and Cayman 5 or to offset the amount or value of such Losses incurred by CEDC against any future payments required to be made by Lion/Rally Cayman 7 L.P. or directly or indirectly by CEDC to Cayman 4 or Cayman 5 pursuant to the Option Agreement; or

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6.2.2 (i) any director or officer of CEDC, (ii) any other Person acting at the direction of CEDC or any director or officer thereof or (iii) any employee of CEDC or of an Affiliate of CEDC acting with the prior actual knowledge of any director or officer of CEDC (unless Lion Capital has been advised thereof promptly after such director or officer obtained such knowledge) has at any time following the date of the Letter of Undertaking, directly or indirectly caused or solicited any Lion Party or any Affiliate thereof to enter into any Prohibited Transaction and such Lion Party or Affiliate actually consummated such Prohibited Transaction.

6.3 In the event that CEDC makes (or has made) any payment or issues any CEDC Common Stock or Warrants pursuant to clauses 5, 7 or 8 of the Option Agreement that CEDC is not (or was not) obligated to make or issue by operation of this paragraph 6 (whether as a result of any Lion Party’s failure to provide required notice or otherwise), Cayman 4 or Cayman 5, as the case may be, shall promptly (and in any event within five Business Days after written notice to Cayman 4 or Cayman 5 by CEDC demanding such payment) pay to CEDC in cash the amount of such payment(s) and return any such CEDC Common Stock or Warrants to CEDC; provided, that, in the event Cayman 4 or Cayman 5 does not timely make such payment and return any such CEDC Common Stock or Warrants, CEDC and/or Lion/Rally Cayman 7 L.P. may offset the amount or value of such payment, CEDC Common Stock and Warrants against any future payments required to be made by Lion/Rally Cayman 7 L.P. or directly or indirectly by CEDC to Cayman 4 or Cayman 5 pursuant to the Option Agreement.

7 LION CAPITAL UNDERTAKINGS

The Lion Parties hereby agree and undertake to CEDC:

7.1 that at any time before the Final Discharge Date (as defined in the Option Agreement) during which CEDC is not the Controlling Party (as defined in the Shareholders Agreement), no entity which is Controlled by Lion Capital except any member of the Group will acquire Control of any business whose principal operations are the wholesale production and/or distribution of spirits in the Russian Federation, provided always that nothing in this paragraph 7.1 shall prevent the acquisition of: (a) certain assets that have been described in a letter from the Lion Holdcos to CEDC dated the same date as this Letter of Undertaking (the “Potential Assets”); or (b) any non-Russian business that has operations in Russia, where such Russian operations do not represent the majority of that group’s activities;

7.2 that at any time before the Final Discharge Date (as defined in the Option Agreement), no entity which is Controlled by Lion Capital will:

7.2.1 in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any shares of CEDC Common Stock (except as contemplated by the Equity Documents and the Warrants);

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7.2.2 make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated under the Exchange Act) or consents to vote, or seek to advise or influence any Person with respect to the voting of, any shares of CEDC Common Stock;

7.2.3 form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding or disposing of any shares of CEDC Common Stock;

7.2.4 otherwise act, alone or in concert with others, to seek to control or change the management, board of directors, governing instruments, policies or affairs of CEDC;

7.2.5 disclose any intention, plan or arrangement inconsistent with the foregoing; or

7.2.6 advise, assist or encourage any other Person in connection with any of the foregoing.

7.3 that at all times before the exercise of the Holdco Put Option Lion Capital shall maintain Control over the Lion Holdcos;

7.4 Lion Capital shall not Transfer the whole or any part of its interest in Lion/Rally Cayman 8 to another entity, unless such entity is an Affiliate of Lion Capital; provided however, that in the event that such Affiliate ceases to be an Affiliate of Lion Capital, the Lion Parties shall immediately procure that the interest in Lion/Rally Cayman 8 is transferred as soon as practicable to Lion Capital or a continuing Affiliate thereof; and

7.5 they shall cause the Group to provide to CEDC all financial information required by CEDC in order to file registration statements as contemplated in the Registration Rights Agreement.

8 NEW INVESTMENT

CEDC acknowledges that the Lion Parties will be relying on the provisions of this Letter of Undertaking in entering into the New Investment. The Lion Parties acknowledge that CEDC will be relying on the provisions of this Letter of Undertaking in entering into the New Investment.

9 NON RECOURSE

Notwithstanding anything that may be expressed or implied in this Letter of Undertaking, CEDC and the Lion Parties, each by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than CEDC and the Lion Parties shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of CEDC or the Lion Parties or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing,

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whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, for any obligations of CEDC or any of the Lion Parties under this Letter of Undertaking or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. This paragraph 9 does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

10 RESTRICTIONS ON SALE OF CEDC COMMON STOCK

10.1 Prior to the first Business Day following the Final Discharge Date on which the Lion Holdcos and their Affiliates own, in the aggregate, less than 3% of the outstanding CEDC Common Stock, neither the Lion Holdcos nor any of their Affiliates may sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any CEDC Common Stock (whether acquired pursuant to this Agreement or otherwise) (any such sale, transfer or other disposition by any Lion Holdco or any of their Affiliates, a “Sale”), unless:

10.1.1 the number of shares of CEDC Common Stock sold, transferred or otherwise disposed of in such Sale, when aggregated with the number of shares of CEDC Common Stock sold, transferred or otherwise disposed of in all other Sales consummated on the same day on which such Sale is consummated, does not exceed 15% of the average daily reported volume of trading in CEDC Common Stock during the 20 trading day period ending on the day before such Sale is consummated; and

10.1.2 the price per share for each share of CEDC Common Stock so sold, transferred or otherwise disposed of is no less than the lowest quoted bid price of CEDC Common Stock at the time of such Sale on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted for trading (or, if the CEDC Common Stock is not listed or admitted for trading on any securities exchange, no less than the prevailing fair market value 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 so requested by Cayman 5) having engaged an independent appraiser in such regard);

10.2 Notwithstanding anything herein to the contrary, Clause 10.1 shall not apply to any Sale that complies with the following requirements:

10.2.1 such Sale is a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4 of the Securities Act;

10.2.2 the number of shares of CEDC Common Stock sold, transferred or otherwise disposed of to the recipient in such Sale, when aggregated with the total number of shares of CEDC Common Stock sold, transferred or otherwise disposed of to such recipient in all other such Sales effected in accordance with this Clause 10.2, does not exceed 2% of the total number of shares of CEDC Common Stock then outstanding;

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10.2.3 the price per share for each share of CEDC Common Stock so sold, transferred or otherwise disposed of is no less than 95% of the prior trading day’s closing price of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted for trading (or, if the CEDC Common Stock is not listed or admitted for trading on any securities exchange, no less than 95% of the prevailing fair market value 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 so requested by Cayman 5) having engaged an independent appraiser in such regard); and

10.2.4 no other Sale has been made pursuant to this Clause 10.2 in the five days preceding the date on which such Sale is consummated.

11 WHOLE AGREEMENT

Upon the effective date of the Shareholders Agreement, the existing shareholders agreement with regard to Lion/Rally Cayman 2 shall be terminated.

12 WARRANTIES

12.1 Each party to this Letter of Undertaking warrants, as of the date of this Letter of Undertaking, to the other parties to this Letter of Undertaking that:

12.1.1 it has full power and authority, without requiring the consent of any other person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this Letter of Undertaking, the Equity Documents, the Warrants and the Commitment Letter;

12.1.2 the provisions of this Letter of Undertaking, the Equity Documents, the Warrants and the Commitment Letter will not result in a breach of any provision of its constitutional documents or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; and

12.1.3 this Letter of Undertaking, the Equity Documents, the Warrants and the Commitment Letter constitute lawful, valid and binding obligations of each party in accordance with its terms.

12.2 Each of CEDC and Carey Agri warrants to the Lion Parties that:

12.2.1 as at the date of this Letter of Undertaking, Carey Agri is the sole owner of $107,556,808 in principal amount of Loan Notes (as defined in the Note Purchase Agreement) which are free from Encumbrances; and

12.2.2 as at the date of this Letter of Undertaking, Carey Agri is the sole owner of 181,500,000 B ordinary shares in the capital of Lion/Rally Cayman 2 and such shares are free from Encumbrances.

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13 CONFIDENTIALITY RESTRICTIONS

13.1 Subject to paragraphs 13.2 and 13.3 below, each party to this Letter of Undertaking undertakes and covenants with each other party to this Letter of Undertaking that it shall not and shall procure that none of its Affiliates shall (and for the avoidance of doubt the Lion Holdcos shall procure that Lion Capital does not) disclose Confidential Information to any Person prior to the date falling on the second anniversary of the termination of the Shareholders Agreement.

13.2 The provisions of paragraph 13.1 shall not apply to the disclosure of any Confidential Information by any party to this Letter:

13.2.1 which now or hereafter comes into the public domain otherwise than as a result of a breach of this paragraph 13;

13.2.2 to the extent strictly necessary in connection with the performance of, or the exercise of relevant rights pursuant to, the Transaction Documents as defined in the Option Agreement (as they may be amended from time to time);

13.2.3 to its employees, directors or advisers who need to know the Confidential Information for the purposes of the Transaction Documents or the business of the Group (a “Recipient”). The disclosing party shall procure that each Recipient is made aware of, and complies with, its obligations of confidentiality under this Letter of Undertaking as if the Recipient was a party to this Letter of Undertaking;

13.2.4 which is disclosed to parties to the Group’s financing documents provided that the information so disclosed does not relate to another party to this Letter of Undertaking or any Affiliate of another such party (other than a member of the Group);

13.2.5 to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the disclosing party is a party in a case where such disclosure is required by such proceedings;

13.2.6 to any third party in connection with negotiations for a Transfer, where, prior to any such disclosure, such party is bound to a member of the Group or the relevant party by a confidentiality agreement to maintain confidentiality of such information;

13.2.7 to the other parties to this Letter of Undertaking;

13.2.8 pursuant to the terms of this Letter of Undertaking;

13.2.9 in the ordinary course of such party’s participation in the business of the Group; or

13.2.10 pursuant to applicable law or regulations including, without limitation, the rules and regulations of the United States Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of the disclosing party (or any Affiliate thereof) is or is proposed to be listed or admitted to trading.

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13.3 Notwithstanding the foregoing provisions, the Lion Parties and their Affiliates shall be entitled to make such disclosure to their partners, trustees, shareholders, unit holders and other participants in relation to the business affairs and financial position of the Group or any member thereof as they may in their reasonable discretion see fit.

13.4 In the case of disclosure pursuant to paragraphs 13.2.5 or 13.2.10, such disclosing party shall, save where giving notice to other parties is prohibited by law, give as much notice to the other parties to this Letter of Undertaking of such disclosure as is reasonably practicable and shall consider the reasonable requests of the other parties in relation to the contents of such disclosures.

13.5 To the extent that a Lion Party reasonably believes that it is required to publicly disclose any information described in clause (b) or (c) of the definition of “Confidential Information” herein in order to effect a lawful sale of any shares of CEDC Common Stock held by such Lion Party, such Lion Party may request that CEDC publicly disclose such information, which request CEDC may not unreasonably deny; provided, that this paragraph 13.5 shall not apply to any such information relating to any merger, consolidation, reorganisation, reclassification or sale of all or substantially all of the assets of the Group or any member thereof, or the acquisition or disposition of any material assets, securities, businesses or Persons by the Group or any member thereof. Notwithstanding anything in this paragraph 13.5 to the contrary, CEDC may delay making any such public disclosure for a period not to exceed 90 days in the event that, in the reasonable and good faith opinion of CEDC’s board of directors, making such public disclosure would require CEDC to publicly disclose information which could have an adverse effect on CEDC.

14 LIABILITY AND EQUITABLE REMEDIES

14.1 The liability of the Lion Parties for their obligations under this Letter of Undertaking shall be joint and several.

14.2 Notwithstanding any of the foregoing, it is agreed and acknowledged that Lion Capital shall only be subject to the equitable remedies of injunction and specific performance with respect to any breach by the Lion Parties of the obligations under this Letter of Undertaking and shall not be liable for money damages or money damages in lieu of equitable remedies.

15 GENERAL

15.1 No variation of this Letter of Undertaking is valid unless it is in writing and signed by or on behalf of each Party.

15.2 Unless otherwise provided in this Letter of Undertaking, the rights, powers and remedies contained in this Letter of Undertaking are cumulative and not exclusive of any rights or remedies provided by law.

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15.3 No waiver by any Party of any requirement of this Letter of Undertaking or of any remedy or right under this Letter of Undertaking will be effective unless given by written notice signed by that Party. No waiver of any particular breach of this Letter of Undertaking will operate as a waiver of any repetition of that breach.

15.4 No delay or failure on the part of any Party in exercising a right, power or remedy provided by law or under this Letter of Undertaking will impair that right, power or remedy or operate as a waiver of it or any other rights and remedies. The single or partial exercise of any right, power or remedy provided by law or under this Letter of Undertaking will not preclude any other or further exercise or the exercise of any other rights power or remedy.

15.5 This Letter of Undertaking may be executed in any number of counterparts, but is not effective until each Party has executed at least one counterpart. Each counterpart, once executed, forms part of and all those counterparts will together constitute this Letter of Undertaking.

15.6 If a provision of this Letter of Undertaking is or becomes or is found by a court or other competent authority to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision will to that extent only be deemed not to form part of this Letter of Undertaking and the legality, validity and enforceability of the remainder of this Letter of Undertaking will not be affected or impaired.

16 GOVERNING LAW

This Letter of Undertaking and all matters (including, without limitation, any contractual or non-contractual obligation) arising from or connected with it shall be governed by and construed in accordance with English law and the parties hereto hereby submit to the exclusive jurisdiction of the English courts.

17 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 17 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 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.

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Yours faithfully
	/s/ William Carey
Name:	William Carey
Title:	President
for and on behalf of Central European Distribution Corporation
Agreed and accepted on behalf of
	/s/ Rob Jones
Name:	Rob Jones
Title:	Director
for and on behalf of Lion/Rally Cayman 4
	/s/ Rob Jones
Name:	Rob Jones
Title:	Director
for and on behalf of Lion/Rally Cayman 5
	/s/ James Cocker, as Attorney
Name:	James Cocker
Title:	Member
for and on behalf of Lion Capital LLP

18

	/s/ Stephen J. Horvath
Name:	Stephen J. Horvath
Title:	Attorney-in-Fact
for and on behalf of Carey Agri international – Poland sp. z o.o.

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SCHEDULE 1

To: Central European Distribution Corporation (“CEDC”)

Bobrowiecka 6

00-723 Warszawa

Poland

For the attention of [—]

Dear Sirs

Project Rally 2: Undertaking

We refer to the letter of undertaking, dated [—] between Lion/Rally Cayman 4, Lion/Rally Cayman 5, Lion Capital LLP and CEDC (the “Letter of Undertaking”). Defined terms in this letter shall have the same meaning as set out in the Letter of Undertaking, unless defined otherwise.

1 PROHIBITED TRANSACTIONS

We, [—], an investor in [insert name of relevant fund] (the “Investor”):

(a) agree that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Investor nor any of its Affiliates:

(i) will effect, directly or indirectly, any short sale (as defined in Rule 200), with respect to the CEDC Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, CEDC Common Stock or Warrants, unless:

(A) immediately following the execution of such short sale, the Investor and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of CEDC Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of CEDC Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of CEDC Common Stock) exceeds the number of shares of CEDC Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(B) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Investor and its Affiliates may dispose of shares of CEDC Common Stock or facilitating a timely and orderly distribution of such shares of CEDC Common Stock; and

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(C) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this letter; or

(ii) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to CEDC Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, CEDC Common Stock or Warrants (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(A) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Investor and its Affiliates will dispose of any shares of CEDC Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, or (y) facilitating a timely and orderly distribution of any shares of CEDC Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this letter; or

(B) in the event CEDC elects to issue additional shares of CEDC Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.1.3 or paragraph 5.3 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of CEDC Common Stock so issued;

(each transaction prohibited by paragraph 1(a)(i) and (ii), a “Prohibited Transaction”);

(b) represent that on and after [—]¹ and as of the date hereof neither the Investor, nor any of its Affiliates, has or is engaged, directly or indirectly, in a Prohibited Transaction;

(c) agree that prior to the Final Discharge Date, the Investor shall not, and shall cause each of its Affiliates not to, Transfer whether or not for value, any shares of CEDC Common Stock or Warrants to any Lion Investor at any time, unless prior thereto such Lion

¹ The date that is 30 days before the Investor signs this Undertaking

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Investor has given an undertaking to CEDC in the form attached to the Letter of Undertaking as Schedule 1, subject to such changes as the parties may agree, each acting reasonably, not to effect, directly or indirectly, and to cause its Affiliates not to effect, directly or indirectly, any Prohibited Transaction prior to the Final Discharge Date.

2 NOTICE REQUIREMENT

In the event that the Investor or any of its Affiliates engages, directly or indirectly, in a Prohibited Transaction in violation of this letter, the Investor shall promptly, and in any event within two Business Days, after such violation provide written notice to the Lion Parties and to CEDC of such violation, including the date when such Prohibited Transaction first became effective.

3 GOVERNING LAW

This letter and all matters (including, without limitation, any contractual or non-contractual obligation) arising from or connected with it shall be governed by and construed in accordance with English law and the parties hereto hereby submit to the exclusive jurisdiction of the English courts.

4 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 paragraph 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 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.

Yours faithfully

Name:

Title:

for and on behalf of

[—]

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EX-99.1

Exhibit 99.1

Central European Distribution Corporation Signs Binding Agreement to Increase its

Ownership in the Russian Alcohol Group, the Leading Vodka Producer in Russia;

Schedules Analyst / Investor Call for Monday, April 27th

Bala Cynwyd, Pennsylvania, April 24, 2009: Central European Distribution Corporation (Nasdaq: CEDC) today announced that it has signed binding agreements with Lion Capital LLP (“Lion”) and certain of Lion’s affiliates to increase CEDC’s ownership in the Russian Alcohol Group (“Russian Alcohol”), the leading vodka producer in Russia, including an agreement regarding the acquisition by CEDC of the controlling stake in Russian Alcohol. This new agreement replaces the prior agreement entered into between CEDC and Lion Capital on July 9, 2008.

In connection with the multi-stage equity purchase, CEDC will acquire over the next five years (including 2009) all of the equity interests in Russian Alcohol held by affiliates of Lion. In the initial stage during 2009, CEDC has agreed to pay to affiliates of Lion for certain equity interests consideration consisting of a cash payment of $17.75 million, $17.15 million in shares of CEDC common stock and an additional one million shares of CEDC common stock in October 2009. In addition, CEDC will convert its $110 million subordinated exchangeable loan notes into additional equity interest in the Russian Alcohol Group at closing. With the above mentioned consideration in 2009, CEDC will have increased its equity ownership in Russian Alcohol from 42% to approximately 54%.

Our agreements governing the purchase also provides for CEDC’s acquisition of the remaining equity interests in Russian Alcohol from affiliates of Lion over the course of the next four years, starting in 2010. In connection with this acquisition in 2010, CEDC is obligated to make a cash payment of approximately $55.0 million payable on June 30, 2010 and to issue 1.575 million shares of CEDC common stock. In 2011, 2012 and 2013 the annual cash consideration to be paid is approximately $150.0 million in each year. CEDC may satisfy up to $35 million of the above payments (2011 to 2013) through the issuance of shares of CEDC common stock. In 2012 as well as the cash payment, CEDC will issue an additional 751,852 shares of CEDC common stock to affiliates of Lion. Finally, CEDC will issue to certain affiliates of Lion warrants over 1,490,550 shares of CEDC common stock exercisable on May 31, 2011 at a strike price of $22.11, 300,000 shares of CEDC common stock exercisable on July 31, 2012 at a strike price of $26, and 1,803,813 shares of CEDC common stock exercisable on May 31, 2013 at a strike price of $26. The gain on the warrants can be settled in cash or on a net share basis at CEDC’s sole election. This total consideration described above factors in the effective cost of capital of spreading the payments over five years. The above cash consideration amounts are based on current exchange rates.

Pursuant to the new agreements, CEDC initially will receive significantly enhanced minority rights, and when it has paid consideration in aggregate of $230 million to Lion and its affiliates, CEDC and Lion will jointly govern Russian Alcohol as a 50-50 joint venture. Once CEDC has paid consideration in aggregate of $380 million to Lion and its affiliates, CEDC will gain sole management control of Russian Alcohol, and Lion will be granted certain minority rights. CEDC has the right to accelerate this process by accelerating the payments it is required to make. CEDC has granted Lion security rights over the equity of Russian Alcohol Group, against default by CEDC or a change of control of CEDC.

Certain aspects of the agreements, including CEDC’s acquisition of joint control and sole management control of Russian Alcohol, are subject to the receipt of certain antimonopoly approvals. Depending on market and other conditions, CEDC currently intends to finance the purchase through a combination of cash, debt and equity financing.

CEDC also announced that they will host a conference call scheduled for Monday, April 27, 2009 at 8:00 am, Eastern Time to discuss this transaction in further detail. The conference call will also be broadcast live over the internet.

To listen to the call live, you must go to the following webcast at least fifteen minutes early in order to register. You can then download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay of the discussion will be available shortly after the call on our website at www.cedc.com.

To listen to the conference call, please dial-in:

Toll Free:	877-879-6203
International Calls:	719-325-4804
Passcode:	8261434
Webcast:	http://www.videonewswire.com/event.asp?id=58308

Russian Alcohol is the largest vodka producer in Russia with approximately a 15% market share, and produces leading vodka brands such as Green Mark, which is the number one vodka brand in Russia and second largest in the world, and Zhuravli, a top selling premium vodka brand behind CEDC’s Parliament, which is the top selling premium vodka brand in Russia. Russian Alcohol is expected to have 2009 Net Sales of approximately $475-$500 million based upon current exchange rates.

Lion Capital is a London-based investment firm that is recognized as a leader in investing in the consumer sector, with over €4 billion of equity capital invested in consumer businesses across Europe and North America. Lion’s portfolio of market-leading food and beverage companies includes such well-known brands as Weetabix, the UK’s number one cereal brand, Kettle Foods, a leading snack business in the UK and US, and the iconic Schweppes and Orangina beverage brands in Europe. Lion Capital’s investment strategy is underpinned by exceptional experience within its senior team in investing in and operating within the consumer sector and the firm has a proven track record of successfully growing companies post-acquisition.

William Carey, President and CEO of CEDC commented, “We are pleased to have solidified our investment strategy in purchasing the Lion equity interest in the largest vodka company in Russia, the Russian Alcohol Group. The transaction gives us increased financial flexibility in acquiring Lion’s equity holding given the current turmoil in the financial markets. With the increased minority rights and equity stake that we are receiving, we will now have an opportunity to realize significant synergies between our Russian investments on a faster pace.

Mr. Carey, continued, “The Russian Alcohol group’s performance has been outstanding with the volume share in the Russian vodka market increasing approximately 10% to 15% over last 15 months. We have continued to see strong sales performance during the first quarter of 2009, with Green Mark and Zhuravli volumes growing approximately 20% as compared to the first quarter 2008. Russian Alcohol has also reduced inventory levels in the market to historical lows and still

was able to achieve approximately 20% volume growth in the vodka segment. With strong sales, lower inventory levels in the market, and improved internal working capital levels, Russian Alcohol was able to achieve approximately $40 million of cash flow generation during the first quarter of 2009. As part of our purchase agreement, CEDC will obtain the benefit of any dividends in the future (including Lion’s stake) that can be paid out upon meeting certain financial covenants. This added value in the transaction gives us enhanced financial flexibility in meeting financial commitments in 2011 to 2013.”

Mr. Carey continued, “We have been extremely impressed with Lion’s management of the Russian Alcohol business and look forward to working even closer with Lion over the next few years to realize the potential of our investments in Russia. Lion Capital, thru equity ownership in CEDC, is now aligned with our goals of achieving strong top to bottom line growth and maximizing synergies within the CEDC investment portfolio in Russia.”

Javier Ferrán, Partner of Lion Capital, added, “We are pleased to have reached an agreement that continues our partnership with CEDC for the next few years while ultimately providing for a smooth transition to their full ownership of this business. CEDC is the natural acquirer of Russian Alcohol Group given their leading positions across several spirits categories in key Central and Eastern European markets.”

Chris Biedermann, CFO of CEDC commented, “As a result of entering into these agreements we will begin to consolidate the full Russian Alcohol business beginning in the 2nd quarter of 2009. As such we are revising our full year 2009 net sales guidance from $1.25 – $1.40 billion to $1.55-$1.68 billion and our full year comparable fully-diluted earnings per share guidance from $2.50 – $2.80 to $2.40 – $2.65. This change of guidance reflects approximately 8 months of net sales revenue from the Russian Alcohol business and takes into account as well the loss of interest from the subordinated exchangeable loan notes, additional cash and equity to be paid and our increased share of the Russian Alcohol results over this 8 month period. This guidance does not factor in any potential synergies within Russia, and we expect the transaction to be accretive to our results starting in 2010.”

CEDC has reported fully diluted net income per share guidance in accordance with GAAP and on a non-GAAP basis, referred to in this release as comparable non-GAAP net income. CEDC’s management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors’ understanding of CEDC’s core operating results and trends. CEDC discusses results and guidance on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC’s calculation of these measures may not be the same as similarly named measures presented by other companies. These measures are not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures. A reconciliation of GAAP to non-GAAP measures can be found in the section “Unaudited Reconciliation of Non-GAAP Measures” at the end of this press release.

Citi is acting as financial advisor and Dewey & LeBoeuf LLP is acting as legal advisor to CEDC.

Weil, Gotshal & Manges is acting as legal advisor to Lion Capital.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world, including the United States, England, France and Japan. CEDC also produces and distributes Royal Vodka, the top selling vodka in Hungary, and produces Parliament Vodka, the leading sub-premium vodka in Russia. CEDC also has an equity stake in the Russian Alcohol Group which produces Green Mark, the number one selling vodka in Russia along with Zhuravli, another top-selling sub-premium vodka in Russia.

CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC imports many of the world’s leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin Cognac, Guinness, Sutter Home wines, Grant’s Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher’s Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y Toro, among others.

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding our ability to complete the restructuring and to finance the restructuring through additional equity and debt financing and expected results of, and synergies relating to Russian Alcohol. Forward looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2008, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the Securities and Exchange Commission and risks arising from current credit market and economic conditions globally and in the markets in which we operate.

Contact:

In the U.S.:

Jim Archbold

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

In Europe:

Anna Załuska

Corporate PR Manager

Central European Distribution Corporation

48-22-456-6001

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except share and per share information)

Full Year Guidance, 12 Months Ending December 31,	2009
Range for GAAP Fully Diluted Earnings per Share	$	2.32
	$	2.57
A. Foreign exchange impact related to USD and EUR denominated financing		0.00
B. Foreign exchange impact related to USD denominated financing of Russian Alcohol		0.00
C. Foreign exchange impact related to the USD denominated Convertible Notes issued by the Russian Alcohol Group		0.00
D. Impact of adoption of FSP APB 14-1		0.08
Range for Comparable non-GAAP Fully Diluted Earnings per Share	$	2.40
	$	2.65

Comparable measures are provided as additional information as management believes this information provides investors with better insight on underlying business trends and results in order to evaluate ongoing financial performance. Descriptions of these items are presented below:

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR acquisition financing as these borrowings have been lent down to entities that have the Polish Zloty as the functional currency. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

B. Represents 42% of the net after tax impact of the foreign currency revaluation related to the USD financing included earnings in the Russian Alcohol Group as the Russian Alcohol Group has the Russian Ruble as the functional currency. CEDC accounts for its investment in the Russian Alcohol Group under the equity method of accounting and therefore this loss is included in the proportional share of equity earnings recognized by CEDC. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

C. Represents the net after tax impact of the foreign currency revaluation related to our USD denominated investment in Convertible Notes, issued by the Russian Alcohol Group. The notes were purchased by Carey Agri International who has the Polish Zloty as the functional currency. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

D. In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP will require us to recognize additional non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 will become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable. The amount in the table represents managements best estimate to date, however the company is still currently evaluating the full impact on our financial statements of applying the provisions of FSP APB 14-1 on 2009.