24 APRIL 2009 NOTE PURCHASE AND SHARE SUBSCRIPTION AGREEMENT

“ 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;

“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;

“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;

“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;

“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.