OPTION AGREEMENT

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

“ 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;

“ 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

(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);

“ 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;

“ 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;

“ 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;

“ 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;

“ 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;

(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;

“ 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;

(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;

(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;

“ 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;

“ 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;

“ 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.