AGREEMENT BETWEEN THE SHAREHOLDERS OF SANDORA HOLDINGS B.V.

EXHIBIT 10.26

AGREEMENT

BETWEEN THE SHAREHOLDERS

OF

SANDORA HOLDINGS B.V.

14, AUGUST 2007

SCHEDULE A – Share Premium Contribution Agreements

SCHEDULE B – Initial Board of Directors

AGREEMENT

BETWEEN THE SHAREHOLDERS

of

SANDORA HOLDINGS B.V.

     This agreement (the “ Agreement ”) is concluded this 14 ^th day of August 2007 between PAS Luxembourg s.a.r.l. (“PAS LuxCo”) and Linkbay Limited, (“PepsiCo Cyprus”) (each a “Shareholder” and, collectively, the “Shareholders”) and Sandora Holdings B.V. (“the Company”).

PRELIMINARY STATEMENT

     WHEREAS, PAS LuxCo and PepsiCo Cyprus desire to establish a joint venture for the purposes set out in this Agreement;

     WHEREAS, the Company has been incorporated in accordance with the laws of the Netherlands;

     WHEREAS the Shareholders intend hereby to participate in the Company in accordance with this Agreement and Book II of the Dutch Civil Code as amended from time to time (the “Code”); and

     WHEREAS, the Shareholders desire to provide for the operation and management of the Company for the purposes and in accordance with the provisions stated herein;

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

ARTICLE I

DEFINITIONS

     Section 1.01 Defined Terms . As used in this Agreement and unless the context otherwise requires, the following terms shall have the respective meanings set forth below:

     “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, where control means (i) owns more than fifty percent (50%) of the equity interests (or interests convertible into or otherwise exchangeable for equity interests) in that Person, or (ii)  is in possession of the direct or indirect right to vote in excess of fifty percent (50%) of the voting securities or elect in excess of fifty percent (50%) of the Board of Directors or other governing body of that Person (whether by securities, ownership, contract or otherwise).

     “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

     “ Annual Operating Plan ” or “ AOP ” means the operating plan for the Business for the first Year of the Strategic Plan. Such plan shall set forth in reasonable detail satisfactory to each Shareholder, the advertising and marketing plans (including key marketing initiatives, brand/package strategies, channel strategies, pricing and CDA strategies), management plans (including training programs and operational and human resources initiatives), and restructuring plans, if any, of the Company with respect to the Business. The Annual Operating Plan shall also include a financial plan setting forth the projected profit and loss accounts, cash flows and balance sheet items (including capitalization plans, capital expenditures, debt levels and methods of financing the operations of the Company) of the Company for such Year.

     “ Auditors ” means the Dutch statutory external auditors of the Company that may be appointed by the Shareholders from time to time.

     “ Board of Directors ” or “ Board ” means the Board of Directors of the Company as described in Article VI.

     “ Business ” means any commercial activity undertaken directly by the Company or through its Subsidiaries from time to time.

     “ Code ” has the meaning set forth in the fourth Whereas clause of this Agreement.

     “ Company ” means Sandora Holdings B.V., a company formed under the laws of the Netherlands.

     “ Company Articles ” means the deed of incorporation of the Company which the Company adopted before the signing hereof.

      “Deadlocked Matter ” means any matter set forth in Section 6.05(c) in respect of which the Board has been unable to reach a decision, or any matter reserved to the Shareholders at Section 6.05 (d) in respect of which the Shareholders have been unable to reach a unanimous decision.

     “ Director ” means an individual serving as a member of the Board.

      “Dutch GAAP ” means the generally accepted accounting principles of the Netherlands.

     “ EBA(s) ” shall mean any exclusive bottling appointment issued by PepsiCo or its Affiliates to the Company authorizing the Company through its Affiliates to manufacture, sell or distribute any Pepsi Beverage in the Ukraine.

     “ Encumber ” shall have the meaning set forth in Section 9.01.

     “ Escalation Process ” means the process more particularly described in Section 6.06 (a) according to which the Shareholders shall endeavour to resolve a Deadlocked Matter.

     “ Export Markets ” means Azerbaijan, Armenia, Belarus, Estonia, Kaliningrad, Kazakhstan, Kyrgyzstan, Lithuania, Latvia and Moldova.

     “ Fiscal Year ” means, except as otherwise required by the Code, the 12-month (or shorter) period ending on the last day of December of each year.

     “ Ineffective Transfers ” shall have the meaning set forth in Section 9.01.

     “ Insolvent ” means the Company is unable to pay its debts within the meaning of the Code.

     “ GM ” means the General Manager of the Ukrainian Subsidiary and head of the Management Team.

     “ Management Team ” means the individuals described in Section 7.02(a) who shall constitute the Management Team of the Ukrainian Subsidiary.

     “ Marketing Team ” shall have the meaning set forth in Section 7.02(c) and shall constitute the Marketing Team of the Ukrainian Subsidiary.

     “ Ordinary Course ” means the Company’s business, as conducted through its Subsidiaries, in the Ukraine of making, marketing, selling and distributing Sandora Juices and (if EBAs are issued to the Company) Pepsi Beverages as well as any other beverage products or snack food approved by the Board of the Company.

     “ PAS ” means PepsiAmericas, Inc.

     “ PAS CEO ” means the Chief Executive Officer of PAS.

     “ PAS CFO ” means the Chief Financial Officer of PAS.

     “ PAS COO ” means the Chief Operating Officer of PAS.

     “ PAS LuxCo ” has the meaning set forth in the introductory paragraph to this Agreement.

     “ Pepsi Beverages ” means any beverage manufactured, sold or delivered (from time to time) in Ukraine under the authority of PepsiCo or its Affiliates.

     “ PepsiCo International ” or “ PI ” means PepsiCo International, a division of PepsiCo, Inc.

     “ PepsiCo ” means PepsiCo, Inc.

     “ PepsiCo Cyprus ” has the meaning set forth in the introductory paragraph to this Agreement.

     “ Percentage Interest ” means, in the case of PAS LuxCo its 60% interest in the capital of the Company and in the case of PepsiCo Cyprus its 40% interest in the capital of the Company.

     “ Person ” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

     “ PI CEO ” means the Chief Executive Officer of PepsiCo International or such other PepsiCo senior executive of equivalent seniority chosen by PepsiCo if PepsiCo International ceases to be a division of PepsiCo.

     “ PI CFO ” means the Chief Financial Officer of PepsiCo International or such other PepsiCo senior executive of equivalent seniority chosen by PepsiCo if PepsiCo International is no longer a division of PepsiCo.

     “ PI Europe President ” means the President of PepsiCo International in Europe.

     “ Pre-Closing Tax Period ” means any tax period or portion thereof ending on or before the signing hereof.

      “Sandora Juice” means any beverage sold under any trademark belonging to Sandora LLC at the date of signing hereof and any juice or juice based beverage the trademark rights of which the Company or Sandora, LLC may acquire from time to time.

     “ Securities Act ” means the United States Securities Act of 1933, as amended.

     “ Shares ” means any share in the authorized share capital of the Company (whether ordinary or otherwise), conferring on the holder thereof all those rights and obligations set out herein, in the Company Articles and in the Code.

     “ Shareholder ” has the meaning set forth in the introductory paragraph to this Agreement.

     “ Strategic Plan ” means a three-Year business plan, the first Year of which constitutes the Annual Operating Plan. The business plan for the last two Years of the Strategic Plan shall

reflect projections of sales, marketing and advertising plans and capital expenditures (including those connected to manufacturing capacity) relating thereto for such Years.

     “ Subsidiary ” shall mean any legal entity wholly owned directly or indirectly by the Company.

     “ Transfer” shall have the meaning set forth in Section 9.01.

     “ Ukraine Beverage Business ” means any business (or that part of any business) engaged in the manufacture, sale, marketing or distribution of beverages in the Ukraine.

     “ Ukrainian Subsidiary ” shall mean Sandora LLC, a wholly owned subsidiary of the Company.

     “ US GAAP” means generally accepted accounting principles of the United States.

     “ Year ” means each Fiscal Year of the Company.

     Section 1.02 Interpretation . Each definition in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine where appropriate. References to (i) any statute or regulations means such statute or regulations as amended at the time and include any successor legislation or regulations and (ii) any agreement means such agreement as amended at the time. The words “include” or “including” shall mean including without limitation based on the item or items listed. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement. Except as otherwise stated, reference to Articles, Sections, Schedules, and Exhibits mean the Articles, Sections, Schedules, and Exhibits of this Agreement. The Schedules and Exhibits are hereby incorporated by reference into and shall be deemed a part of this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

     Section 2.01 Formation .

     The parties hereby acknowledge that PAS has caused the Company to be incorporated in anticipation of the execution of this Agreement.

     Section 2.02 Registered Office .

     The registered office of the Company shall be in Amsterdam at its registered address of Prins Bernhardplain 200, 1097JB Amsterdam, the Netherlands

     Section 2.03 Name . The name of the Company shall be Sandora Holdings, BV. The Company Articles shall be adopted as the articles of association of the Company.

     Section 2.04 Purpose and Character of Business . The general purpose of the Company is to own and control the Subsidiaries and, through the Subsidiaries, to engage in the Business in accordance with this Agreement and all applicable laws, with a particular view to growing the market share of the beverages sold by the Subsidiaries while maximizing the profits, sales and cash flow of the Company and the Subsidiaries in a manner consistent with the business case model agreed to by the Shareholders.

     The Shareholders shall ensure that the Business shall be operated in the best interests of the Company and materially in accordance with the AOP and the Strategic Plans.

     Section 2.05 Duration . The Company shall continue in perpetuity, unless it is sooner dissolved pursuant to Section 10.01.

     Section 2.06 Filings, Reports and Formalities .

The Shareholders shall procure that the Board shall cause the Company to make all filings and to submit all reports required to be filed or submitted under the Code with respect to the Company, and shall cause the Company to make such filings or take such other actions required under the

laws of any jurisdiction where the Company conducts business. Throughout the term of the Company, the Company shall comply with all requirements necessary to maintain the private limited liability status of the Company and the limited liability of the Shareholders under the laws of the Netherlands and of each other jurisdiction in which the Company does business.

     Section 2.07 Effective Date . This Agreement shall become effective as of the date of signing hereof.

     Section 2.08 Territory . Subject to Section 2.09, through the Ukrainian Subsidiary the Company shall procure the manufacture, marketing, sale and distribution within the Ukraine of Sandora Juices and such other beverage or snack foods as the Company’s Board of Directors may approve from time to time and (subject to the issuance of EBAs) the Pepsi Products.

     Section 2.09 Export Markets . The Company may procure that its Subsidiaries market, sell and distribute throughout the Export Markets any Sandora Juices and such other beverage or snack foods as the Board may approve from time to time, provided that neither the Company nor its Subsidiaries, without the prior consent of PepsiCo, shall engage in the manufacture of the Sandora Juices in the Export Markets nor procure such manufacture by a third party nor license any third party to manufacture the Sandora Juices in the Export Markets. PAS hereby acknowledges PepsiCo’s right (either directly or through its Affiliates or through third parties) to engage independently of the Company in the manufacture, sale and distribution of juices and juice based beverages (other than the Sandora Juices) throughout the Export Markets.

     Section 2.10 Conflicts . In the event of any conflict between the provisions of this Agreement and the Company Articles, the former shall prevail and the Shareholders shall, subject to compliance with the Code, promptly cause the Company Articles to be appropriately amended to remove any such conflict

ARTICLE III

CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS

     Section 3.01 Share Capital Accounts / Subscription to Shares .

     The authorized share capital of the Company is o 90,000 divided into 45,000 Class A ordinary shares and 45,000 Class B ordinary shares, having all those rights and obligations attaching thereto as set out in the Company Articles. The initial issued share capital of the Company shall be held as follows:

     Section 3.02 Share Premium Contribution by the Shareholders.

     Each Shareholder, by itself or through its Affiliates, shall make a share premium contribution to the Company pursuant to a Share Premium Contribution Agreement in substantially the same form as annexed hereto as Schedule A, which each Shareholder shall promptly conclude with the Company following the signing hereof.

     Section 3.03 Return of Contributions . No interest shall accrue on any share capital or capital contributions of the Company. No Shareholder shall have the right to withdraw or to be repaid any share capital or capital contribution made by such Shareholder without the prior written approval of the other Shareholder.

     Section 3.04 Additional Issuance of Shares; Additional Classes of Shares .

          (a) In order to raise additional capital, acquire assets, redeem or retire debt of the Company or for any other purpose, the Company may, by unanimous consent of the Shareholders , issue Shares in addition to those initially issued pursuant to Section 3.01 to any Shareholder or redeem or transfer Shares.

          (b) If the Company issues new Shares in accordance with Section 3.04(a), the Shareholders may unanimously determine that such Shares be issued from time to time in one or more classes thereof, or one or more series of such classes of Shares, which classes or series shall have, subject to the provisions of applicable law, such designations, preferences and relative, participating, optional or other special rights as shall be approved by the unanimous consent of the Shareholders including, without limitation, with respect to: (i) the allocation of Percentage Interests to each such class or series; (ii) the right of each such class or series to share in distributions; (iii) the rights of each such class or series upon dissolution and liquidation of the Company; (iv) the price at which, and the terms and conditions upon which, each such class or series may be redeemed by the Company, if any such class or series is so redeemable; (v) the rate at which, and the terms and conditions upon which, each such class or series may be converted into another class or series of Shares; and (vi) the right of each such class or series to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such class or series, if any such class or series is granted any voting rights.

          (c) If the Company issues new Shares or redeems or transfers existing Shares in accordance with this Section 3.04, and if necessary the Shareholders shall adjust each Shareholder’s Percentage Interest accordingly, and the new Shareholder Percentage Interest shall be attached as an amendment to this Agreement.

     Section 3.05 Liability of Shareholders; Ability to Bind the Company .

          (a) No Shareholder shall be personally liable for the debts, obligations or liabilities of the Company or any Affiliate of the Company solely by reason of being a Shareholder of the Company. Notwithstanding any provision herein to the contrary, in no event shall the liability of any Shareholder for the debts, obligations or liabilities of the Company exceed such Shareholder’s share capital, which shall be irrevocable, unconditional, and non-repayable.

          (b) A Share shall be personal property for all purposes. All property owned by the Company shall be deemed to be owned by the Company as an entity, and no Shareholder shall be deemed to own any such property or any portion thereof.

          (c) Unless otherwise provided herein, no Shareholder in its capacity as such, shall have the right to act for or on behalf of or otherwise bind the Company.

     Section 3.06 Issuance of EBAs .

          (a) Subject to the provisions of 3.06 (e), PepsiCo shall not renew or extend the term of its existing exclusive bottling appointments issued to Slavutich Brewery LLC (the “Existing EBA”).

          (b) PepsiCo shall use its best endeavours (without breaching the Existing EBAs) to cause Slavutich to surrender its rights under the Existing EBAs as soon as possible.

          (c) Upon the signing hereof the Parties shall in good faith negotiate the terms of new exclusive bottling appointments (“New EBAs”) which shall incorporate the terms previously agreed to by the Shareholders.

          (d) Provided the Parties agree to the terms of the New EBAs, PepsiCo shall cause the New EBAs to be issued to the Company as soon as (in the reasonable opinion of PepsiCo) PepsiCo, Inc. and 7UP International are legally free to do so.

          (e) If the Parties fail to agree the terms of the New EBAs, the Company acknowledges that PepsiCo, Inc. and 7UP International shall be free to renew the Existing EBAs or issue other EBAs to such third party as PepsiCo may determine in its absolute discretion, provided the terms of such renewal or issuance (as the case may be) are no more favourable than the terms of the New EBAs previously offered to the Company.

ARTICLE IV

PROFITS AND LOSSES

     Section 4.01 Determination of Profits and Losses . The profits and losses of the Company shall be determined (a) for Dutch statutory purposes, in accordance with the Code and Dutch GAAP (provided it does not conflict with the Code) and (b) for all other purposes, in accordance with the Code and U.S. GAAP (provided it does not conflict with the Code).

ARTICLE V

DISTRIBUTIONS; WITHHOLDING

     Section 5.01 Distributions to the Shareholders .

     Other than distributions made upon the Company’s dissolution, which shall be made in accordance with the Company Articles, all other distributions shall be made as follows:

          (a) Dividends

(i) The Shareholders shall procure, subject as provided in sub-clause (iii) below and in the absence of agreement to the contrary, that in respect of each Year:

   &