3.	Agreement with Roust Trading

On April 23, 2012, the Company entered into a Securities Purchase Agreement (“SPA”) with Roust Trading Limited (“Roust Trading”), for a strategic transaction. Pursuant to this SPA, Roust Trading agreed to make an investment in the Company in three stages, subject to typical closing conditions. In the first stage, on May 7, 2012, Roust Trading acquired 5,714,286 newly issued shares of the Company’s common stock for an aggregate purchase price of $30 million, or $5.25 per share (the “Initial Shares”). Under certain circumstances the Initial Shares could be put back to the Company for $30 million. The Initial Shares were accounted for as temporary equity in the balance sheet. Also on May 7, 2012, JSC Russian Standard Bank (“Russian Standard Bank”), a subsidiary of Roust Trading, purchased $70 million aggregate principal amount of senior notes due March 18, 2013, bearing an interest rate of 3.00% (the “Debt Security”) issued by the Company. The SPA also contemplated the following transactions:

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upon approval of CEDC’s shareholders, and after the satisfaction of certain other conditions, the Company would be able to cause Roust Trading to or Roust Trading would be able to

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purchase such number of shares of common stock at a purchase price of $5.25 per share sufficient to repay the then-outstanding principal amount of the Debt Security, plus the accrued and unpaid interest thereon, totaling approximately 13.3 million shares of common stock (the “Exchange Shares”) plus additional shares representing accrued and unpaid interest thereon, and

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sell to CEDC the entire principal amount of the Debt Security;

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the purchase by Roust Trading of a new debt security with a principal aggregate amount of approximately $102.6 million maturing on July 31, 2016 (the “Rollover Notes”), with the Rollover Notes to bear a blended interest rate of 6.00% over the term of the Rollover Notes and interest accrued on the Rollover Notes to be effectively paid in shares of common stock before January 1, 2014, and in cash thereafter; and

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the receipt by CEDC of the right to put to Roust Trading a debt security maturing on July 31, 2016 (the “Backstop Notes”) of an aggregate principal amount of up to $107.5 million, with the Backstop Notes to bear a blended interest rate of 6.00% over the term of the Backstop Notes and interest to be accrued on the Backstop Notes to be effectively paid in shares of common stock before January 1, 2014, and in cash thereafter.

On July 9, 2012, the Company entered into an amended and restated securities purchase agreement (the “Amended SPA”) with Roust Trading, which amended and restated the entirety of the SPA described above. The material amendments to the terms of the SPA as set forth in the Amended SPA include:

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the Company will, within five business days of a request by Roust Trading, issue to Roust Trading, as an adjustment to the issue price of the Initial Shares and Exchange Shares, up to the following amount of shares of common stock at any time after the following dates: (i) 3 million shares of common stock after the execution of the Amended SPA; (ii) 5 million shares of common stock after receipt of Company Stockholder Approval (as defined in the Amended SPA); and (iii) 2 million shares following the Backstop Escrow Release Date (as defined in the Amended SPA) (the shares of common stock in clauses (i), (ii) and (iii) above collectively the “Additional Shares”); the put option relating to Initial Shares is retained in the Amended SDA;

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interest payable (i) on the Debt Security prior to the Second Closing (as defined in the Amended SPA) may, at the option of Roust Trading and after the Second Closing, be effectively paid in shares of common stock at a price of $3.44 per share of common stock, (ii) on the Rollover Notes through June 30, 2014, will be effectively paid in a number of shares of common stock, determined by dividing the amount of interest payable over such period by the 5-day volume weighted average price (the “VWAP”) of the common stock (as traded on NASDAQ), provided that the VWAP may never exceed $4.13 or be lower than $2.75 (the “VWAP Amount”), and (iii) on the Backstop Notes through December 31, 2013, will be effectively paid in a number of shares of common stock, determined by dividing the amount of interest payable over such period by the VWAP Amount;

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the final maturity date for the Debt Security was to be extended to July 31, 2016; and

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the Company’s board of directors authorized (subject to applicable blackout periods and regulatory limitations) Roust Trading to purchase an amount of shares of common stock in the market that, when added to the shares currently owned by Roust Trading, the Exchange Shares, the Additional Shares and the shares that Roust Trading would receive in connection with interest payments under notes issued and to be issued to Roust Trading, would not exceed an amount of outstanding share capital of the Company that would require Roust Trading to make a tender offer for the Company’s common stock under Polish law. Upon receipt of certain Polish regulatory waivers if and to the extent received, the Company’s board of directors has agreed that the threshold will be raised to 42.9%.

In consideration of the above terms, and subject to the fulfillment of certain conditions, Roust Trading agreed to waive certain contractual claims it may have under the Original SPA and under certain other agreements arising from the accounting errors announced on the Company’s Form 8-K filed with the SEC on June 4, 2012.

Pursuant to the Amended SPA, CEDC issued 3 millions shares of common stock, par value $0.01 per share to Roust Trading on December 20, 2012.

As described in Amendment No. 2 on Form 10-K/A to the Company’s Annual Report for the year ended December 31, 2011, filed with SEC on October 5, 2012, the Company restated its consolidated financial statements as of and for the years ended December 31, 2011 and 2010, primarily due to the fact that certain retroactive trade rebates and trade marketing refunds were not properly recorded by CEDC’s principle operating subsidiary in Russia, the Russian Alcohol Group. The cumulative impact of restatements for the years ended December 31, 2011 and 2010, exceeded certain thresholds as set out in the Amended SPA. As a result it became uncertain whether Roust Trading would consummate the funding transaction agreed with the Company or if Roust Trading would propose new terms to an amended transaction or would propose an alternative transaction.

On December 28, 2012, the Company entered into the Term Sheet, pursuant to which the SPA and the related Governance Agreement and the Amended and Restated Voting Agreement dated July 9, 2012, between the Company and Roust Trading terminated on January 21, 2013.

Under the Term Sheet, Russian Standard:

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released restrictions on $50 million in cash previously invested in CEDC, making such funds available for working capital and general corporate purposes,

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agreed to provide a new $15 million revolving credit facility to CEDC, and

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agreed to provide up to $107 million in new capital to CEDC (reduced by the commitment under the new revolving credit facility) subject to and conditional upon an overall restructuring of CEDC’s capital structure that is acceptable to CEDC and Russian Standard.

In turn, CEDC:

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created an Operational Management Committee of the CEDC Board of Directors to be led by Mr. Tariko,

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created a Restructuring Committee of the CEDC Board of Directors to be led by non-Russian Standard directors,

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appointed Grant Winterton as Chief Executive Officer of CEDC, effective January 10, 2013, and

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agreed to call an annual shareholders’ meeting as soon as practicable to vote on a slate of directors agreed between CEDC and Russian Standard and to decide if Russian Standard nominees will comprise a majority of the CEDC Board of Directors.

Pursuant to signing the Term Sheet CEDC was permitted to have restructuring discussions and negotiations with the holders of CEDC’s outstanding debt obligations. These revised terms also represented a settlement of the issues between CEDC and Russian Standard that stemmed from, among other things, the restatement of CEDC’s financial statements for its 2010 and 2011 fiscal years in October 2012, with CEDC and RTL agreeing to mutually release all claims and causes of action and not to bring any legal action against the other under either agreement for matters arising prior to signing the Term Sheet.

On January 29, 2013 the Company received from Roust Trading a notice that Roust Trading sought to exercise its claimed put right under Section 8.13 of the Amended SPA. On February 6, 2013, the Special Committee of the Board of Directors of the Company sent a formal response to the notice. CEDC asserted that the put right reflected in Section 8.13 of the Amended SPA (and all other provisions in the Amended SPA and all related agreements) had been terminated and could no longer be exercised by Roust Trading.

CEDC and Roust Trading subsequently entered into a forbearance agreement dated February 6, 2013, to the effect that neither party would pursue any further action in respect of the put right notice for a period to April 30, 2013, after which either party would have been able to assert any and all remedies available to it. This agreement was without prejudice to the claims or rights of either party and both parties fully reserved their rights in this respect.

RTL Investment Agreement

On March 8, 2013, CEDC, RTL and JSC “Russian Alcohol Group” entered into a Securities Purchase Agreement (the “RTL Investment Agreement”). RTL agreed, on the terms and subject to the conditions set forth in the RTL Investment Agreement, to invest $172 million in CEDC and terminate the RTL Credit Facility in exchange for shares of New Common Stock constituting at least 85% of the issued and outstanding New Common Stock immediately following consummation of the Plan of Reorganization (the “RTL Investment”).

The RTL Investment Agreement contained a limited number of customary representations and warranties from CEDC, including, among others, with respect to incorporation, authority, authorization and broker’s fees and customary representations and warranties from RTL.

The RTL Investment Agreement contained a mutual release of certain claims between CEDC and RTL and certain of their related parties (including RTL’s exercise of its put right under the Amended SPA) which became effective upon the consummation of the transactions contemplated thereby.

On April 26, 2013, CEDC, RTL and JSC “Russian Alcohol Group” entered into an Amended and Restated Securities Purchase Agreement (the “Amended Investment Agreement”). The Amended Investment Agreement amended and restated the RTL Investment Agreement.

The Amended Investment Agreement amended the RTL Investment Agreement to reflect the terms of the agreement reached between RTL and certain holders of CEDC’s 3.00% Convertible Notes due 2013 (the “2013 Notes”) as provided for in the amended and restated plan support agreement, dated as of March 20, 2013 (the “2013 PSA”), among RTL and certain holders of the 2013 Notes, previously filed on Amendment No. 16 to Schedule 13D by RTL on March 21, 2013. Among the changes to the RTL Investment Agreement reflected in the Amended Investment Agreement were amendments to reflect the withdrawal of the CEDC exchange offer to 2013 Noteholders, the tender offer by RTL (the “RTL Offer”) to holders of the 2013 Notes, and the issuance of all newly issued shares of CEDC common stock to RTL pursuant to CEDC’s prepackaged plan of reorganization.

The RTL Investment Agreement, as amended and restated by the Amended Investment Agreement, was consummated as part of the Plan of Reorganization on June 5, 2013. As a result 100% of the common stock of CEDC is now owned by RTL.