SHAREHOLDERS? AGREEMENT

Shareholder Agreement

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION | LION/RALLY CARRY ENG 1 LP | LION/RALLY CAYMAN 1 LP | Stuarts Corporate Services Ltd

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Title: SHAREHOLDERS? AGREEMENT
Date: 7/15/2008
Industry: Beverages (Alcoholic) Law Firm: Weil Gotshal Sector: Consumer/Non-Cyclical

SHAREHOLDERS? AGREEMENT, Parties: central european distribution corporation , lion/rally carry eng 1 lp , lion/rally cayman 1 lp , stuarts corporate services ltd

Exhibit 10.2

Agreed Form

8 July 2008

SHAREHOLDERS’ AGREEMENT

between

LION/RALLY CAYMAN 1 L.P.

and

CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O

and

LION/RALLY CARRY ENG 1 L.P.

and

LION/RALLY CAYMAN 2

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

W EIL , G OTSHAL & M ANGES

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	AGREEMENT TO SUBSCRIBE	13

3	NEW ISSUES	13

4	RESTRICTIONS ON DEALINGS WITH SECURITIES	15

5	COMPLETION OF TRANSFERS	22

6	EXIT	23

7	IPO OF LUXCO1	24

8	CALL OPTION	24

9	PUT OPTION	29

10	CONDUCT OF THE COMPANY	32

11	ACQUISITIONS AND DISPOSALS	32

12	PARENT GUARANTEE	33

13	DIRECTORS	33

14	ACCESS TO INFORMATION AND ACCOUNTS	36

15	ADVISORY AGREEMENTS	37

16	NON-SOLICITATION	37

17	WARRANTIES	38

18	CONFIDENTIALITY AND CONTACT RESTRICTIONS	38

19	DEEDS OF ADHERENCE	39

20	TERMINATION	40

21	ANNOUNCEMENTS	40

22	TAX AND VCOC	41

23	ASSIGNMENT AND SUB-CONTRACTING	43

24	EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE	43

25	CAPACITY	43

26	FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY	44

27	ENTIRE AGREEMENT	45

28	VARIATION	45

29	WAIVER	45

30	ILLEGALITY AND SEVERANCE	45

31	RIGHTS OF THIRD PARTIES AND NO RECOURSE	46

TABLE OF CONTENTS

(continued)


		Page
32	COUNTERPARTS	46

33	NOTICES	46

34	EFFECT OF COMPLETION	48

35	JURISDICTION	48

36	GOVERNING LAW	48

SCHEDULE 1 SHARE SUBSCRIPTION AMOUNTS		49

SCHEDULE 2 DEED OF ADHERENCE		50

SCHEDULE 3 LUXCO1 SHAREHOLDERS’ AGREEMENT		52

SCHEDULE 4 PLEDGE AGREEMENT		53

THIS

AGREEMENT is made on 8 July 2008 between the following parties

(1)

LION/RALLY CAYMAN 1 L.P. , a Cayman Exempted Limited Partnership, whose address is Stuarts Corporate Services Ltd, P O Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “ Initial Lion Party ”);

(2)

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

(3)

LION/RALLY CARRY ENG 1 L.P. , an English limited partnership (with registered number LP 12992), whose address is 21 Grosvenor Place, London SW1X 7HF (“ Lion CLP ”);

(4)

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

(5)

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 (the “ Parent ”).

WHEREAS

(A)

The Company was incorporated on 27 May 2008 under the laws of the Cayman Islands as a private limited liability company specifically for the purpose of the Acquisition.

(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)

On or by the Closing Date, the Initial Lion Party, the Initial Bison Party & Lion CLP have agreed to subscribe for shares in the Company to finance the Acquisition.

(D)

The Initial Lion Party, the Initial Bison Party, Lion CLP 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:


“A Ordinary Shares”		the A Ordinary Shares with a nominal value of $1 each in the capital of the Company;

“Acquisition”		the acquisition by Pasalba Limited of the Sale Shares under the SPA;

“ Advisory Agreements ”		(i) the Monitoring and Oversight Agreement and (ii) the Corporate Finance Advisory Agreement, each to be entered into on or prior to the Closing Date between a Group Company and a Lion Party (or any one or more of its designated Affiliates or any one or more of the Affiliates of any shareholder (or partner) in a Lion Party) as each may be amended from time to time;


“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;

“Anti-Trust Approval”		Has the meaning given to it in Clause 8.9;

“Articles”		the articles of association of the Company, as the same may be amended or replaced by any successor articles of association from time to time;

“Auditors”		the external auditors for the time being of any Group Company;

“B Ordinary Shareholder”		a holder of B Ordinary Shares;

“B Ordinary Shares”		the B Ordinary Shares with a nominal value of $1 each in the capital of the Company;

“Bison Party” or “Bison Parties”		the Initial Bison Party and, upon completion of any Transfer by the Initial Bison Party or by any Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;

“Bison Share”		the number of Ordinary Shares held by the Bison Parties at the relevant time as a percentage of all Ordinary Shares then in issue;

“Bison Share of Luxco”		the Bison Share multiplied by the CayCo Share;

“Board”		the board of directors of the Company as constituted from time to time;

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

“C Ordinary Shares”		the C Ordinary Shares with a nominal value of $1 each in the capital of the Company;

“Call Option Closing Date”		the date of completion of the sale and purchase of the shares which are the subject of the Call Option;



“Call Option Equity Value”		In respect of each Call Option Period: (i) the aggregate of: (a) the applicable multiple, multiplied by the Operating Group EBITDA for the twelve month period ended on the Option Valuation Date; (b) Cash on the Option Valuation Date; and (c) Working Capital on the Option Valuation Date; minus: (ii) the aggregate of: (a) Financial Debt on the Option Valuation Date; (b) the Management Incentive Adjustment; and (c) Normalised Working Capital on the Option Valuation Date. In respect of the 2010 Call Option Period the applicable multiple shall be 14.05, for the 2011 Call Option Period 13.14 and for the 2012 Call Option Period 12.80;

“Call Option”		the call option granted by the Company pursuant to this Agreement in favour of the Bison Parties as set out in Clause 8 of this Agreement;

“Call Option Exercise Date”		means the date of delivery of the Call Option Notice;

“Call Option Expiry Date”		Has the meaning given to it in Clause 8.3;

“Call Option Notice”		Has the meaning given to it in Clause 8.2;

“Call Option Period”		the 2010 Call Option Period, or the 2011 Call Option Period, or the 2012 Call Option Period (as the case may be);

“Call Option Price”		the consideration payable by the Bison Parties to the Company upon the exercise of the Call Option as set out in Clause 8.5 of this Agreement;

“Cash”		all cash and cash equivalents of the LuxCo1 Group as shown in the books and records of the LuxCo1 Group as at the relevant date;

“CayCo Share”		the number of shares from time to time held by the Company in LuxCo1 as a percentage of all shares of LuxCo 1 then in issue;

“Closing”		Has the meaning given to it in the SPA;

“Closing Date”		Has the meaning given to it in the SPA;

“Confidential Information”		all and any information (written, oral or electronic): (a) concerning the business, finances, assets or affairs of the Group; (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; (c) relating to any Shareholder or Permitted Transferee or any shareholder in any such person or any of their respective Affiliates; and (d) relating to the contents of this Agreement or any other Transaction Document (or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement or any other Transaction Document);



“Control”		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 remove, or cause the appointment or removal 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);

“Corporate Finance Advisory Agreement”		The corporate finance advisory agreement concerning the Russian Alcohol Group to be entered into between (1) Pasalba Limited and (2) Lion Bridging Party;;

“Cyprus1”		Lion/Rally Cyprus 1;

“Deed of Adherence”		a deed of adherence to this Agreement in the same or substantially similar form to the agreed form attached as Schedule 2;

“Director”		Any director of the Company from time to time;

“D Ordinary Shares”		the D Ordinary Shares with a nominal value of $1 each in the capital of the Company;

“Encumbrance”		Any mortgage, charge, pledge, lien, option, restriction, third party right or interest, other interest or security interest of any kind;

“Exit”		a Sale or an IPO;

“Fair Market Value”		the value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the buyer in a transaction not involving distress or necessity of either party, determined in good faith by the Board;

“Financial Debt”		all outstanding obligations of the LuxCo1 Group for money borrowed (including for the avoidance of doubt, accrued but unpaid interest), outstanding obligations evidenced by notes, debentures, bonds or similar instruments, the payment for which the LuxCo1 Group is liable and the net present value of all obligations as lessees under all finance leases including sale and leaseback programs but Financial Debt shall exclude any liability for amounts owed by LuxCo1 to any direct shareholders thereof and shall also exclude any liability for amounts owed between members of the LuxCo1 Group and, for the purposes of the 2010 Call Option Period shall include 50 per cent. of any Prepayment Penalties and, for the purposes of the 2010 Put Option Period, the 2011 Call Option Period, the 2011 Put Option Period, the 2012 Call Option Period, and the 2012 Put Option Period, shall include 100 per cent. of any Prepayment Penalties;

“Financial Year”		a twelve month financial period of the Company ending on 31 December, or such other date as may be adopted by a resolution of the Shareholders at a general meeting of Shareholders to be the end of the financial year of the Company;



“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 (other than the Company and the Subsidiaries of the Company) shall be a member of the Group for the purposes of this Agreement;

“Holding Company”		has the meaning given in the definition of “ Subsidiary ”;

“Hurdle Return”		a compound eight per cent. (8%) return per annum on the aggregate equity and shareholder debt invested in LuxCo1 at Closing and thereafter and compounded annually on a pro rata basis, including, in each case, the principal value of all amounts invested or paid at Closing and thereafter;

“Individual”		a natural person;

“IPO”		an initial Public Offering;

“LIBOR”		in relation to any amount the applicable screen rate as at 11.00 a.m. on the relevant calculation date for the offering of deposits of that amount in US dollars for a three-month period and the “ screen rate ” means The British Bankers’ Association Interest Settlement Rate for US dollars for the period displayed on the appropriate page of the Telerate Screen;

“Lion Capital Management Entity”		Lion Capital LLP, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP and Lion/Latimer GP II (Guernsey) Limited;

“Lion Party”		the Initial Lion Party and, upon completion of any Transfer by the Initial Lion Party or a Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;

“Lion Share”		the number of Ordinary Shares from time to time held by the Lion Parties as a percentage of all Ordinary Shares then in issue;

“Listed Shares”		means the (class of) shares to be listed in an IPO or any other Public Offering;

“LuxCo1”		Lion/Rally Lux 1 S.A., a company incorporated in Luxembourg, whose registered address is at 9, Rue Sainte Zithe, 3rd Floor, L-2763, Luxembourg;

“LuxCo1 Group”		LuxCo1 and its Subsidiaries from time to time;

“LuxCo1 Shareholders’ Agreement”		the shareholders’ agreement entered into on or about the date of this Agreement between the Company, [ Sellers’ Investment Vehicles ] and LuxCo1 and attached hereto as Schedule 3;


“Management Incentive Adjustment”		an amount equal to (i) the aggregate value of amounts accrued but unpaid as at the Call Option Exercise Date or the Put Option Exercise Date (as the case may be) pursuant to any Management Incentive Scheme plus (ii) the aggregate value of amounts paid by any member of the LuxCo1 Group to any manager of the LuxCo1 Group by way of a bonus or other non-recurring payment where such bonus or non-recurring payment is directly linked and conditional upon (x) a change of Control of the LuxCo 1 Group or (y) an acquisition by a member of the LuxCo 1 Group after Closing, (iii) the Management Securities Floor Adjustment where the sum of (i), (ii), and (iii) exceeds 3.5% of the amount of the total appreciation in value over the Hurdle Return on any equity and shareholder debt invested in LuxCo1 from time to time, and then only to the extent of the amount of the excess over 3.5%;

“Management Incentive Scheme”		means a contractual obligation of any member of the LuxCo1 Group to pay compensation to any manager of the LuxCo1 Group where the compensation payable is calculated by reference to the appreciation in value of the equity and shareholder debt invested in the LuxCo1 Group. For the avoidance of doubt, any securities issued to, or any rights to acquire securities held by, any manager and consultancy or other analogous fees payable to any manager do not fall within the scope of this term;

“Management Securities Floor Adjustment”		means, for the purposes of calculating the Call Option Equity Value only, the amount, if any, by which the Call Option Price would (but for the Management Securities Floor Adjustment) be higher than it would be had no securities been issued pursuant to Clause 3.1.3 and, for the avoidance of doubt, in the case of the Put Option Price, this amount shall always be zero;

“Minority Investment”		any entity in which any member of the Group owns a minority interest;

“Minority Investment EBITDA”		EBITDA of any Minority Investment, calculated on the same basis as Operating Group EBITDA, multiplied by the Group’s percentage shareholding in the Minority Investment;

“Monitoring and Oversight Agreement”		the monitoring and oversight agreement concerning the Russian Alcohol Group to be entered into between (1) Pasalba Limited and (2) Lion Capital LLP;

“Net Senior Debt”		Gross Senior Debt (as defined in the Senior Facilities Agreement) minus Cash as at the relevant date;

“Net Senior Leverage”		Net Senior Debt at the relevant date, divided by Operating Group EBITDA for the most recently completed period of 12 months;

“Normalised Level of Working Capital”		the average level of Working Capital of the Operating Group calculated by taking the average of the last twelve month ends’ or the last four quarter ends’ (as the Company may determine) Working Capital immediately prior to the relevant date, having first excluded any one off or exceptional items from the such Working Capital;

“Notes”		the US$103,500,000 Unsecured Exchangeable Loan Notes constituted by an instrument made by the Company, LuxCo1, and Lion/Rally Lux 3 S.à r.l. dated 8 July 2008;


“Operating Board”		the main operating board of the Group from time to time;

“ Operating Group EBITDA ”		the consolidated earnings before interest, taxation, depreciation and amortisation of the Operating Group as extracted from the consolidated audited accounts of the Operating Group for the relevant period, (except where Operating Group EBITDA is calculated by reference to a period for which audited accounts are not available, in which case consolidated management accounts may be used) prepared by one of Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers (each a “ Recognised Accountancy Firm ”), before bringing into account any of the following items and without double counting (and so that, to the extent any of the following have been charged, expensed or deducted in computing such earnings they shall be added back and to the extent any of the following have been taken into account therein they shall be deducted): (a) any accrued interest paid or payable by the Operating Group (including fees or penalties incurred in connection with third party borrowings or the issue of guarantees and letter of credit) and including any amounts payable under any interest rate hedging agreement shall be added back and any interest owing to or received by the Operating Group and including any amounts receivable under any interest rate hedging agreement shall be deducted; (b) any tax paid or payable by the Operating Group in respect of the operating profit or any deferred tax charges arising for such period shall be added back and any amount received or receivable by the Operating Group in respect of a rebate or refund of tax shall be deducted; (c) any extraordinary items and any exceptional items (in each case being extraordinary or exceptional due to their size, nature or type or items being outside the ordinary course of trading or costs related to restructuring) shall be added back; (d) any loss against book value incurred by the Operating Group on the sale, lease or other disposal of any capital asset shall be added back and any gain against book value incurred by the Operating Group on the sale, lease or other disposal of any capital asset shall be deducted; (e) any loss arising on any revaluation of any asset shall be added back and any gain arising on any revaluation of any asset shall be deducted; (f) any realised or unrealised foreign exchange losses shall be added back and any realised or unrealised foreign exchange gains shall be deducted; (g) depreciation shall be added back; (h) any amortisation or impairment of tangible or intangible assets shall be added back; (i) the costs paid or payable in relation to any acquisition or disposal of any company or business or brand shall be added back;


		(j) any dividends or distributions paid or payable shall be added back and any dividends received or receivable shall be deducted (each only to the extent a corresponding entry has been made to net income); (k) any loss on revaluation of any fixed or current asset shall be added back; (l) any charge in respect of the accounting for share based payments under IFRS shall be added back; (m) in the event that the Operating Group makes any acquisition of any company or business or brand during the course of a year the Operating Group EBITDA in that year of acquisition shall be adjusted such that the Operating Group EBITDA shall include a full year’s EBITDA in respect of such acquisition (based on an EBITDA for the acquired company, business or brand that is determined on the same basis as Operating Group EBITDA) and verified by a Recognised Accountancy Firm on the same basis as Operating Group EBITDA; and (n) in the event that the Operating Group makes a disposal of any company or business or brand during the course of a year the Operating Group EBITDA in that year of disposal shall be adjusted such that the Operating Group EBITDA shall not include any EBITDA in respect of such disposal;

“Operating Group”		Cyprus1 and its Subsidiaries from time to time or, at the discretion of the Lion Party, the Operating Group may also include any holding company of Cyprus1, up to the level of LuxCo1;

“Option Valuation Date”		in respect of the 2010 Call Option Period or the 2010 Put Option Period, 31 December 2009; in respect of the 2011 Call Option Period or the 2011 Put Option Period, 31 December 2010; and, in respect of the 2012 Call Option Period or the 2012 Put Option Period, 31 December 2011;

“Ordinary Shareholder”		a holder of Ordinary Shares;

“Ordinary Shares”		the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, and the D Ordinary Shares;

“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 Bison Party, any wholly-owned and Controlled Subsidiary of a Bison Party or of any person who Controls a Bison Party; (ii) in respect of a Lion Party or Lion CLP: (A) any Lion Capital Management Entity; or (B) any person directly or indirectly Controlled by or Controlling any Lion Capital Management Entity;


“Pledge Agreement”		means the agreement to be entered into as of the date hereof between the Bison Parties and Lion/Rally/Cayman 1 LP, as provided in Clause 8.19, and attached hereto as Schedule 4;

“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;

“Prepayment Penalties”		any charge or fee actually paid or payable to the provider of Financial Debt, calculated in accordance with the underlying contract, and arising solely as a result of the mandatory prepayment of such Financial Debt before its contractual date for payment but (for the avoidance of doubt) such charges or fees shall not include any unpaid interest then due nor other charge or fee already taken into account in the calculation of Financial Debt;

“Prohibited Person”		means: (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 the Company (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.

“Public Offering”		any sale of shares of any member of the Group to the public in an offering under the laws, rules and regulations of any jurisdiction, pursuant to which the sold shares will be admitted to trading on a stock exchange;

“Put Option”		the put option granted by the Initial Bison Party pursuant to this Agreement in favour of the Company as set out in Clause 9 of this Agreement;

“Put Option Closing Date”		the date of completion of the sale and purchase of the shares which are the subject of the Put Option;


“Put Option Equity Value”		in respect of each Put Option Period: (i) the aggregate of: (a) the applicable multiple, multiplied by the Operating Group EBITDA for the twelve month period ended on the Option Valuation Date; (b) Cash on the Option Valuation Date; and (c) Working Capital on the Option Valuation Date; minus: (ii) the aggregate of: (a) Financial Debt on the Option Valuation Date; (b) the Management Incentive Adjustment; and (c) Normalised Working Capital on the Option Valuation Date. In respect of the 2010 Put Option Period the applicable multiple shall be 14.05, for the 2011 Put Option Period 13.14 and for the 2012 Put Option Period 12.80;

“Put Option Period”		the 2010 Put Option Period, or the 2011 Put Option Period or the 2012 Put Option Period (as the case may be);

“Put Option Price”		the consideration payable by the Bison Parties upon the exercise of the Put Option as set out in Clause 9.5;

“Requirements”		has the meaning given to it in Clause 8.10

“Sale”		the sale of all or substantially all of (i) the issued equity share capital of the Company (including all Shares held by the Shareholders) or (ii) the business or assets of the Group to a single buyer or to one or more buyers as part of a single transaction or a series of related transactions;

“Sale Shares”		has the meaning given in the SPA;

“Seller Party”		has the meaning given in the LuxCo1 Shareholders’ Agreement;

“Senior Facilities Agreement”		means the Senior Facilities Agreement dated on or around the date of this Agreement made between, amongst others, Pasalba Ltd and Goldman Sachs International;

“Shareholders”		collectively, the Lion Parties, the Bison Parties and Lion CLP, 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;


“SPA”		the sale and purchase agreement entered into on 22 May 2008 by and between Cirey Holdings, Inc., and Pasalba Limited;

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

“Total Leverage”		total third party debt less cash and cash equivalents of Lion/Rally Lux 3 S.à r.l . and its subsidiaries, adjusted to reflect a normalised level of net working capital minus any principal amounts and accrued but unpaid interest outstanding under the Notes, divided by Operating Group EBITDA for the most recently completed period of 12 months, pro forma as if the Proposed Acquisition (as defined in Clause 11.1) had occurred on the first day of the 12 month period;

“Transaction Documents”		the SPA, the LuxCo1 Shareholders’ Agreement, the Pledge Agreement, this Agreement, and the Advisory Agreements, and “ Transaction Document ” means any of them; and

“Transfer”		has the meaning given in Clause 4;

“Working Capital”		the aggregate value of: (a) the consolidated inventory of the Operating Group; (b) the consolidated trade receivables of the Operating Group; and (c) all consolidated other current assets of a working capital nature of the Operating Group, less the aggregate value of: (a) the consolidated trade payables of the Operating Group; and (b) the consolidated other payables of a working capital nature of the Operating Group (but excluding interest accruals), as at the relevant date. Working Capital shall be calculated using consistent accounting policies, practices and bases of preparation as those used in the preparation of the audited financial statements of the Operating Group (“ Audited Accounts Policies ”) and to the extent not covered by such Audited Accounts Policies then in accordance with IFRS.

1.2

In this Agreement, save where the context otherwise requires:

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 any two or more of the foregoing;

1.2.2

references to an individual or individuals shall include his or their respective personal representatives;

1.2.3

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;

1.2.4

references to a Clause, Schedule or Appendix are to a Clause, Schedule or Appendix of this Agreement, and, unless otherwise specified, references to sub-clauses are to sub-clauses of the Clause in which such reference appears, and references to this Agreement include the Schedules and Appendices;

1.2.5

the headings in this Agreement are used for convenience only and do not affect its construction or interpretation;

1.2.6

references to a statute or a statutory provision include references to such statute or statutory provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment, or re-enactment or subordinate legislation would extend or increase the liability of any Party under this Agreement;

1.2.7

a reference to a document is a reference to that document as amended;

1.2.8

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

1.2.9

a reference to a specific Transaction Document is a reference to that document as amended, varied, novated, supplemented or replaced from time to time (other than in breach of the provisions of this Agreement);

1.2.10

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

1.2.11

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

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.

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 or by the Bison Parties shall mean the approval or consent given, or action taken, by or on behalf of members of the Lion Parties, or the Bison Parties, as the case may be, holding shares representing more than 50 per cent. of the aggregate voting rights held by all of the Lion Parties or the Bison Parties, as the case may be.

1.6

A procuring obligation, where used in the context of the Shareholders (or any one or more of them) means that the 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 Shareholder 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.

2	AGREEMENT TO SUBSCRIBE

2.1

Subject to the provisions of this Agreement:

2.1.1

the Initial Lion Party will subscribe in cash for the number of A Ordinary Shares set opposite its name in column 2 of Schedule 1 at the subscription price per A Ordinary Share set out in Schedule 1;

2.1.2

the Initial Bison Party will subscribe in cash for the number of B Ordinary Shares set opposite its name in column 3 of Schedule 1 at the subscription price per B Ordinary Share set out in Schedule 1; and

2.1.3

Lion CLP will subscribe in cash for the number of Preference Shares set opposite its name in column 4 of Schedule 1 at the subscription price per Preference Share set out in Schedule 1.

2.2

Full payment of the subscription monies for the Shares described in Clause 2.1 must be made on or before Closing to the Company in cleared or immediately available funds.

2.3

Notwithstanding the provisions of Clause 2.2, subscription of the Shares and the other obligations of the Parties pursuant to the terms of this Agreement, shall be conditional upon Closing.

2.4

Upon receipt of the subscription monies referred to in Clause 2.2 the Company will immediately register each respective Shareholder as the fully paid holder of the Shares subscribed for under Clause 2.1 and issue appropriate share certificates.

3	NEW ISSUES

3.1

The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“ 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 Company may issue such securities):

3.1.1

in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “ New Acquisition ”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition;

3.1.2

in order to permit any sellers under a New Acquisition to invest in the Company;

3.1.3

in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate;

3.1.4

to existing or new lenders to the Group in connection with the raising of debt finance (a “ Relevant Transaction ”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “ Agreed Proportion ”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be

entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion;

3.1.5

in accordance with any exchange rights under the Notes; or

3.1.6

in accordance with the provisions of Clause 4.4.10.

3.2

In the event of an issue of New Shares not falling within paragraphs 3.1.1 to 3.1.6 above the 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 Company and in the same class of shares held by them. If funds advised or managed by Lion Capital LLP (the “ Lion Funds ”) propose to subscribe for New Shares in an issue of New Shares pursuant to paragraphs 3.1.1 to 3.1.4 above, the Company shall first offer for subscription New Shares (at the same cash price per New Share) to all Shareholders holding the same class of shares as the Lion Funds, pro rata to the Shares held by them (the pre-emptive offers contemplated by this sentence and the preceding sentence each being known as a “ New Offer ”).

3.3

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 Company may apply.

3.4

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.

3.5

The 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 he or it applied.

3.6

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 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 with the consent of the Lion Party.

3.7

The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions.

3.8

The Company undertakes that it will not, and the Lion Parties agree that they shall not cause the Company, pursuant to Clauses 3.1.1, 3.1.2, 3.1.3, or 3.1.4, to issue such number of New Shares that causes, and the Company will procure that LuxCo1 does not pursuant to Clauses 4.1 to 4.9 of the LuxCo1 Shareholders Agreement issue such shares that causes:

3.8.1

the Bison Share of LuxCo to be less than 29%, ignoring any dilutive effect upon the Bison Share of LuxCo as a result of the Bison Parties not exercising fully any pre-emption rights under Clause 3.2; or

3.8.2

until the Call Option Expiry Date, the Lion Parties to lose Control of the Company or the Company to lose Control of LuxCo1; or

3.8.3

the Bison Parties to lose the benefit of the rights contained in Clause 14 of this Agreement,

in each case without the consent of the Bison Parties (such consent not to be unreasonably withheld or delayed).

3.9

Notwithstanding any other provision of this Agreement, if B Ordinary Shares are to be issued to the Bison Parties, and such issue would take the Bison Parties’ percentage holding in the Company to an amount exceeding 47.5%, such B Ordinary Shares may, in the discretion of the Bison Parties, be issued as D Ordinary Shares instead.

4	RESTRICTIONS ON DEALINGS WITH SECURITIES

4.1

Restrictions on Transfer

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 (other than as specifically set out in this Agreement) in respect of, or otherwise dispose of (collectively, “ Transfer ”) any of its Shares or the legal or beneficial interest therein, except as permitted under this Agreement. No Shareholder may Transfer its Shares to a Prohibited Person.

4.2

Exceptions to Prohibition on Transfer

Any Shareholder may Transfer any of its Shares in the following circumstances:

4.2.1

in connection with an Exit carried out in accordance with Clause 6;

4.2.2

to Permitted Transferees in accordance with the provisions set out in Clause 4.3; and

4.2.3

in accordance with the rights of first refusal set out in Clause 4.4;

4.2.4

in the case of a Lion Party at any time on or after the Closing Date, subject always to the provisions of Clauses 4.4, 4.5 and 4.6; and

4.2.5

in accordance with the provisions of Clause 8.19.

In the event of any Transfer in accordance with this Clause 4.2, each of the Shareholders undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable Cayman Island legal requirements.

4.3

Permitted Transfers

4.3.1

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 transferring Party upon the same terms and conditions specified herein) without the consent of 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 part 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.

4.3.2

To the extent that any Transfer contemplated or permitted in this Clause 4.3 requires the approval of the Shareholders pursuant to any law, or any provisions of the Articles or other constitutional documents, the Shareholders shall, forthwith upon request, provide the necessary consent and shall sign or vote in favour of any Shareholder resolutions in connection therewith.

4.3.3

If, while a Permitted Transferee holds any Shares, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring 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 Permitted Transferee either back to such Shareholder or, pursuant to this Clause 4.3.3, to another person that qualifies as a Permitted Transferee of such initial transferring Shareholder and, until such Transfer has occurred, such relevant 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.

4.3.4

The Parent undertakes to procure that no Shares held by a Bison Party will directly or indirectly be transferred to a non Bison Party (other than a Lion Party) except as otherwise permitted herein, and the Parent further undertakes to procure that any Affiliate of Bison who is a Bison Party shall, prior to its no longer being an Affiliate of Bison, transfer all its Shares to another, continuing, Affiliate of Bison.

4.4

Right of First Refusal

Transfer of Shares by non-Lion party

4.4.1

In the event that an Ordinary Shareholder other than a Lion Party (the “ Offeror ”) proposes to make a Transfer pursuant to Clause 4.2.3 of any of its Shares (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:

(a)

the number of Shares subject to the Offer (the “ Offered Securities ”);

(b)

the price per Share at which such Transfer is proposed to be made (the “ Offer Price ”); and

(c)

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 Clause 4.4 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.

4.4.2

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 a pro rata basis or on such other basis as the Offerees may determine, and the Offerees shall notify the Offeror of the allocation among the Offerees.

4.4.3

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 the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “ Acceptance Notice ”) to the Offeror.

4.4.4

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, the Offered Securities on the Offer Terms.

4.4.5

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 Clause 4.4.3, 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 five 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.

4.4.6

The Offeror shall have the right for a period of ninety days following the date 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 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 sixty days following the date of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this Clause 4.4.6 prior to the expiration of the time period prescribed by this Clause 4.4.5, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

Transfer of shares by a Lion Party or the Company

4.4.7

The Lion Parties and the Company hereby agree with the Bison Parties:

(a)

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 (i) all or substantially all of the shares of LuxCo1 held by the Company; (ii) all or substantially all of 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 the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets; or

(b)

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 the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets.

4.4.8

If, following the expiry of the 90 day period under Clause 4.4.7(a) or (b) above the Lion Parties or the Company and the Bison Parties 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 Clauses 4.5, 4.6, and the obligation to maintain Control contained in Clause 8.21, 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.

Seller Party Offer

4.4.9

If the Seller Party makes an Offer (as defined under Clause 5.4.1 of the LuxCo1 Shareholders’ Agreement) (a “ LuxCo Offer ”) and the Company receives an Offer Notice (as defined in the LuxCo Shareholders’ Agreement), the Company shall, prior to accepting or rejecting the LuxCo Offer, provide prior written notice (a “ LuxCo Offer Notice ”) to the Ordinary Shareholders. The LuxCo Offer Notice shall set out:

(a)

the number of LuxCo shares subject to the LuxCo Offer (the “ LuxCo Offered Securities ”);

(b)

the price per share at which such sale is proposed to be made; and

(c)

all other material terms and conditions of the LuxCo Offer,

(collectively, the “ LuxCo Offer Terms ”).

4.4.10

Each Ordinary Shareholder (the “ Accepting Shareholder ”) may direct the Company to accept the LuxCo Offer (on the LuxCo Offer Terms) and purchase all the LuxCo Offered Securities (the “ LuxCo Share Acquisition ”). To fund the LuxCo Share Acquisition, the Accepting Shareholder(s) will subscribe for such

new Ordinary Shares in the Company, in the same class as is held by that Accepting Shareholder, as are equal in value to the LuxCo Share Acquisition and, in the case of there being more than one Accepting Shareholder, each Accepting Shareholder shall subscribe for such Ordinary Shares as are in proportion to the number of, and of the same class as, Ordinary Shares held by them, but so that no Accepting Shareholder shall be issued a number of New Shares greater than the number for which he applied.

4.4.11

Upon receipt of a LuxCo Offer Notice, each of the Shareholders will promptly, but in any event within thirty (30) Business Days, inform the Company in writing if they wish the Company to acquire the LuxCo Offered Securities on the LuxCo Offer Terms. If any Shareholder so informs the Company that it wishes the Company to accept the LuxCo Offer, the Company undertakes it will promptly exercise its rights of first refusal under Clause 5.4 the LuxCo1 Shareholders’ Agreement to acquire the LuxCo Offered Securities.

4.4.12

Any issues of New Shares by the Company pursuant to Clause 4.4.10 above shall be free from any Pre-emption Rights.

4.5

Tag-Along Rights

4.5.1

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:

(a)

carry; or

(b)

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 Bison Parties shall have the opportunity (“ Tag Along Right ”) for the same consideration and on the same terms pursuant to the provisions of this Clause 4.5, to sell (subject to Clause 4.5.5) to the Tag-Along Purchaser a number of Ordinary Shares (the “ Tag-Along Securities ”) determined as follows. The number of Ordinary Shares which the Bison Parties 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 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 Bison Parties at the time of such proposed Tag-Along Sale.

4.5.2

Not less than twenty days prior to any proposed Tag Along Sale pursuant to this Clause 4.5, the Tag Along Seller shall deliver to the Bison Parties written notice (a “ Tag Along Notice ”) thereof, which notice shall set out:

(a)

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 Bison Parties are entitled to sell pursuant to the Tag-Along Right;

(b)

the type and amount of consideration to be paid by the Tag Along Purchaser for each Ordinary Share; and

(c)

all other material terms and conditions, if any, of such proposed transaction.

If a Bison Party 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 Clause 4.5, 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.

4.5.3

If the Tag-Along Sale shall not have been completed within 60 days after the date of the Tag-Along Notice (subject to Clause 4.5.5), 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.

4.5.4

If a Participating Shareholder properly exercises its Tag-Along Right:

(a)

the sale of its Tag-Along Securities shall occur concurrently with the sale by the Tag-Along Seller of its Shares;

(b)

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

(c)

the sale by the Participating Shareholder shall otherwise be on the same terms and conditions upon which the T

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